The DECISION to enact the Charter form of commercial bank shares củaNhà the country and the people.

 

The GOVERNOR of the STATE BANK of Vietnam State Ngânhàng pursuant to the law No. 19/1997/QH10 of the credit institutions Act, no. 02/1997/QH10ngày 12/12/1997, stasis Law No. 13 In c/1999/QH10ngày 12/6/1999, pursuant to Decree No. 15/CP ngày02/3/1993 of the Government about the tasks, powers and responsibilities of the nhànước management , ministerial bodies, pursuant to Decree số49/2000/ND-CP on 12/9/2000 of the Government on the organisation and operation of the Ngânhàng trade, at the suggestion of the Director of The ngânhàng and non-bank credit organization, decision: article 1. Địnhnày model Decision attached to the Charter of joint-stock commercial bank in the State and the people.

Article 2. This decision takes effect 15 days after the thihành, since the date of signing and the replacement model cổphần commercial bank Charter issued pursuant to decision No. 12/NH-QD on 08/1991 of Governor hàngNhà of water.

Article 3. Within a period of 6 months từngày this decision has the effect, the joint stock commercial bank củaNhà the country and people based on the sample of Charter commercial bank củaNhà peoples issued under this decision to build under the Statute of ngânhàng, the Governor of the State Bank of medical standards.

Article 4. Office, You head the Bank and non-bank credit organization, the heads of the units the State Vietnam thuộcNgân, Director of the State Bank branch, thànhphố centrally, the Chairman and the members of the Board, Trưởngban and members of the Board and ceo (Director) of the Bank's equities business and the people have the responsibility This decision action./.

 

CHARTER FORM JOINT STOCK COMMERCIAL BANK (Bank name) OPENING Bank (full name) is a commercial bank shares by the State and the people (hereafter làNgân) made Bank operations and business activities else related in accordance with the law because the profit target thựchiện, contributing to the State's economy. The Organization and activities of the Bank are made according to this Charter, the current rules of the State Bank of Vietnam and the provisions related to the current phápluật.

This Charter by hộiđồng shareholders of the Bank decided through at the meeting cổđông General Assembly held on ..., ... in 200 ...

Section i. DEFINITIONS the TERMS of CHARTER article 1. Definitions: 1. in this Charter, the following terms will have the meaning as follows: a dealing desk) is recorded in the geographic scope of license màtại State Bank that the Bank was setting the active point under the provisions of the law.

b) capital làvốn by all stakeholders and recorded in this Charter.

c) dividend is annual amount was tríchtừ the Bank's profits to pay for each share.

d) in Law means business law was Congress of social Republic of Vietnam chủnghĩa through June 12, 1999.

DD) date of establishment means the day on which banks are State Bank of Vietnam signed decision cấpGiấy establishment and operation license.

e) lậpcó morning shareholders means ngườitham in the adoption of the Charter of the first bank.

g) law means all laws, ordinances, decrees, regulations, circulars, decision địnhvà the text of other laws are the Vietnam State agencies issued theotừng period related to banking activities.

h the use of chứctín Law) means the law of credit institutions be Kingdom Assembly hòaxã Marxist Vietnam passed on 12 December 1997.

I) làvốn minimum capital required by the law to establish the Bank.

k) lớnlà shareholder organizations or individuals owning more than 10% of the capital or the holding on 10% of the vốncổ section of the Bank's voting rights.

l) means the Board Of Directors (Executive Director), the Vice President (VP) and Kếtoán Bank's Chief was appointed to the Board of củaNgân Executive Committee.

m) means Bank SME nướcViệt.

n) shares làvốn the Charter is divided into equal parts.

o) làchứng stock only by the issuing bank to confirm the ownership of one or several phầncủa Bank stock. Cổphiếu of Ngânhàng may be the bearer shares or bearer stocks according to Regulation củaĐiều of the bank rate.

p) shareholders is held or owned individual hữumột or some of the Bank's shares and registered names in the registry đôngcủa stock the Bank as a holder of the stock (s).

q) shareholder register is a tàiliệu in writing, electronic data files, or both. The registry of shareholders must have the nộidung primarily according to the regulations of the State Bank.

r) the term unAmerican activities means the time the Bank was conducting trading activities under the provisions of the law, since the Bank was granted Giấyphép established and functioning. The Bank can be extended the duration of active độngtrên the basis of the decision of the general shareholders meeting and to be the Bank of nướcchấp.

s) means Vietnam Socialist Republic of Vietnam.

2. in this regulation, any reference to any regulations or laws that would cover gồmcả the modified or alternative legal text.

3. The title was đưavào just to track and do not affect the structure of the Charter.

Section II. The name, address and the TIME of the BANK'S ACTIVITY article 2. Name, address, and the time limit for the Bank's unAmerican activities.

Banking (đầyđủ name), here called the Bank, was allowed to operate under the lậpvà license No. ... day ... month ... year ... by nướccấp House and Bank Governor has: 1. Legal nhântheo rules of the law of Vietnam.

2. The name of the hànglà Bank. (full name and short name by Vietnamese).

By tiếngAnh full name: ...

Bằngtiếng initials: ...

3. Head Office: phone: đặttại ...

Fax: Email (if available): web Page (if available): 4. vàmột name, address of the information (if any) of the affiliate, Representative Office, the company trựcthuộc.

5. The Charter of organization vàhoạt, the governing body and Executive.

6. Capital ... (by number and text).

7. Seal the vàtài own account opened at the Bank and the domestic banking and nướcngoài according to the regulations of the State Bank.

8. tàisản balance sheet and funds in accordance with the law.

9. The duration of active độnglà ... year.

Section III. The GOAL of the Bank, INTERNAL D PROSTATE CANCER and ACTIVE SCOPE article 3. The objective of the Bank.

1. The Bank is conscientiously ...

2. The objective of the Ngầnhàng is ...

3. other objectives (I said evenif you) consistent with existing laws and regulations if any goal would trongsố these goals need to be approved by the State Bank, Bank chỉcó can make that goal after the State Bank have written chấpthuận.

Article 4. Hànghuy capital Bank financing under the following forms: 1. Deposits củacác organizations, individuals and other credit institutions under the form of gửikhông-term money, term deposits and other deposit types.

2. Release the chỉtiền evidence submitted, bonds and other valuable papers to the Organization's financing, domestic and foreign cánhân when was the Governor of the State Bank approval.

3. Loans of the UK other credit operations in Vietnam and of foreign credit institutions.

4. short loan hạncủa Bank refinancing form.


5. huyđộng other capital forms prescribed by the State Bank.

Article 5. Credit operations.

Bank credit dụngcho organizations, individuals under the form of loan, discount negotiable vàgiấy papers, guarantees, leasing and other forms of theoquy State Bank.

Article 6. The form of a loan.

For the UK Bank, personal loans under the following forms: 1. short loan hạnnhằm to meet the needs of capital for production, business, service, life.

2. medium-term loans, long term to implement the investment project for production development, health care, business, life.

Article 7. Loan review, check out vàxử.

1. đượcquyền Bank requires customers to provide proof khảthi business plans, financial ability and of the guarantor before deciding to chovay; have the right to terminate the loan, debt collection before when our discoveries provided false information, violation of the credit contract.

2. The Bank has a quyềnxử property secured loan by the borrower, the property of the lãnhtrong the service guarantee for debt collection as defined in Nghịđịnh of the Government about loan guarantees of credit institutions; start the kiệnkhách breach of contract goods credit and guarantor does not make hoặcthực does not properly guaranteed obligations under the provisions of the law.

3. đượcmiễn Bank, reducing the lending rate, bank fees; the extension of debt; the sale of the debt according to the quyđịnh of the State Bank.

Article 8. Guarantee.

1. lãnhvay secure bank payment guarantee, guarantee, guarantee contracts made bids and bank guarantee form cáchình for the individual credit institutions according to the quyđịnh of the State Bank.

2. The Bank performs international payment đượcphép made the loan guarantee, the guarantor and the guarantee forms beats paying another bank that the guarantee is the UK, foreign individuals according to the regulations of the State Bank.

Article 9. Discount, discount, cầmcố trade votes and the other short-term valuable papers.

1. The Bank was using cấptín in the form of discount vouchers and trade papers have short hạnkhác price in accordance with current legislation. The owner of the votes and other short term papers cácgiấy must immediately transfer all rights, interest phápphát born from the document to the Bank.

2. The Bank is under the cấptín brand and pledge form the short-term valuable papers kháctheo the current law regulations. The Bank made the right and legitimate benefit arises in the case of the owner of the papers that are not fully thựchiện the commitment in the credit contract.

3. The Bank was táichiết, pledge trade votes and the other short-term valuable papers for cáctổ other credit organization according to law provisions.

4. The Bank may đượcNgân the State re discounting and loans on the basis of commercial pledge votes vàcác other short-term valuable papers had been according the French discount luậthiện.

Article 10. Financial leasing company.

The Bank must finance leasing company thànhlập when leasing activity.

Article 11. Account of Ngânhàng.

1. open tàikhoản bank deposits at the Bank (or branch exchange water hàngNhà province, City) where the Bank is headquartered and maintains in that number dưtiền send the reserve requirement in accordance with the State Bank: 2. Branch of Ngânhàng open deposit accounts in the Bank branch the city, home to the headquarters of the SởGiao room, Chinhánh.

3. open tàikhoản Bank to customers in domestic and foreign country according to the provisions of the law.

Article 12. Payment services and funds.

1. Food Bank hiệncác payment services and funds: a) provides payment phươngtiện.

b) perform domestic payment service for customers.

c) room vụthu households and households.

d) make the service payment according to the regulations of the State Bank.

DD) make room for international payment vụthanh when the State Bank allowed.

e) make room for cash and vụthu customers.

2. Bank internal payment system chứchệ nest and join the interbank payment system trongnước. Join the international payment system when the State Bank of chophép.

Article 13. The other activities.

Banks hiệncác other activities on the following: 1. Use vàquỹ to reserve capital, which bought the shares of the business of credit institutions and dụngkhác in accordance with the law.

2. Capital contribution with chứctín crash to establish foreign credit organizations in Vietnam theoquy joint venture of the Government on the organisation and operation of credit institutions ngoàitại country Vietnam.

3. Join trườngtiền currency prescribed by a State Bank.

4. business ngoạihối and gold on the domestic market and the international market when hàngNhà is allowed.

5. Is the right to authorize, trustee, agent in areas related to banking activities, including the management of assets, capital of the Organization, individuals inside and outside the nướctheo fiduciary and contract agents.

6. provide vụbảo coverage; established companies or venture to bảohiểm business under the provisions of the law.

7. Provision of the service: a) financial advice vàtiền currencies directly to customers or through affiliated companies was the lậptheo provisions of the law.

b) preserving vậtquý and currently the valuable papers, safety deposit lockers, received rental pledge and kháctheo services provisions of the law.

8. Establishment of affiliated companies. to perform business activities related to the work độngngân rows according to the provisions of the law article 14. Real estate.

The Bank does not directly đượcphép the real estate business.

Article 15. The safe rate.

In the process, the right bank weeks unAmerican activities the provisions of safety assurance as defined tạiMục V chapter II of the law of credit institutions and in accordance with the State Bank; perform the sort property to "Yes" and cite the risk estimate is to handle the risks of banking operations hàngtheo the provisions of current legislation.

Section IV. CAPITAL and CAPITAL WORKS article 16. Charter capital.

1. Capital đượchạch in Vietnam (VND).

2. The Bank must đảmbảo the real capital levels have not lower the level of capital in accordance củapháp law.

3. no đượcsử bank capital and funds used to buy the shares, raising capital to the shareholders of the Bank củachính.

4. Registered capital is sửdụng on the purpose: a) to buy, invest in fixed tàisản of Bank of not more than the rate stipulated by the State Bank;

b) capital contribution, purchase of cổphần according to the regulations of the Bank;

c) tytrực established in accordance with the law;

d) loans;

the other health care business) under the provisions of the law.

Article 17. Change capital.

1. The change of the Bank's rate vốnđiều (increase or decrease) must be made on the basis of quyếtđịnh of the general shareholders meeting and must be approved by the State Bank of bằngvăn before changing the Charter capital in accordance with the applicable legal provisions.

2. sequence, procedure, application for approval of capital changes made under the provisions of hàngNhà water.


3. After you have changed đổivốn the Charter according to the written approval of the State Bank, the Bank must đăngký with the competent State agencies of the new capital and sender text of cơquan State has the authority to confirm the number of registered capital (cóxác copies of the certified agencies State for State Bank at the same time Central, local newspaper phảiđăng under the provisions of the law on capital lệmới.

4. The Management Board trịNgân must take responsibility before the law on the evaluation of records, thủtục, condition for approval to shareholders according to the required regulations củaNgân State and the Charter of the Bank.

Article 18. The Bank's operating capital gồmcác the following sources: 1. Capital goods củaNgân;

2. The chênhlệch due to the revaluation of assets, the difference in rates;

3. The bổsung Reserve Fund, capital investment fund professional development, financial reserve fund, quỹdự feng, job loss grant reward Fund, a welfare fund;

4. Capital theocác the form specified in article 4 of this regulation;

5. Profit was đểlại not yet allocated;

6. a testamentary trust, which is funding the investment to lend under the program, the project has the goal of private Chínhphủ Affairs;

7. The kind of capital kháctheo the provisions of the law V., STOCK, stocks, shareholders, ĐÔNGLỚN STOCK and SHAREHOLDERS article 19. Shares, shareholders.

1. The Bank must cóít for shareholders, 35 (case of banks operating in the field of agriculture and thônphải have at least 25 shareholders), which must have shareholders owned joint-stock company nướchoặc (with capital of State enterprises on the 30% capital điềulệ) involved. Organizations, foreign individuals only đượcmua shares of the Bank when the bank allows.

2. The types of shares, shareholders.

a popular cổphần Bank), who own the common stock referred to as shareholders.

Thôngkhông common shares that can be converted into voting preference shares.

b) the Bank can cócổ preferential voting, part owners of the shares voting preference called cổđông preferential voting. Only the shareholders are entitled to hold ưuđãi shares voted voting incentives of shareholders only valid for 3 (three) years from the date the Bank was granted the certificate of business registration. Sauthời limit, the preferential voting shares of shareholders was converted into cổphần. Cổphần biểuquyết preference shares is available of voting more than common stock. The number of voting a cổphần voting preference (if any) as defined in article 25 of the Charter.

Shareholders owned phầnưu stock not transferable voting preferential shares for others. Voting preference shares into common stock thểchuyển has by decision of the general shareholders meeting.

3. the Ngânhàng shares can be bought by money, Vietnam foreign currencies freely convertible, gold, giátrị the right to use land and other properties are defined in terms of Ngânhàng and according to the provisions of the law.

4. in case of vốnbằng contribution for the value of land use rights and other assets is not Vietnam money, foreign currencies freely convertible to gold, is the essential property offers vụtrực for the operation of the Bank and must be thôngqua shareholder General Assembly. The valuation and transfer of land use right and property ownership rights nàyđược made according to the provisions of article 22, article 23 business law and the quyđịnh law is relevant.

5. The Management Board trịquyết valuation of shares offered for sale. The price offered is not lower than mệnhgiá stock shares at the time of selling.

The Charter can bank regulation: after the registration bank trading any shares of common mớinào are scheduled for release will be offered first to shareholders under the tỷlệ equal to the number of shares which they currently hold: The selling will get done by notice stating the number of shares offered for sale vàthời limit (not less than fifteen days) accept offered for sale. Any shares not OK accept reportedly offered for sale in the map of the đồngquản processing. The Board may distribute the right to buy shares of which chocác object according to the conditions and the way in which the Board found to be phùhợp as the shares that are not offered for sale under kiệnthuận more profitable than those conditions were offered to shareholders except trườnghợp shareholder General Assembly decided otherwise.

Article 20. Stock ownership limits.

1. A nghiệpnhà of water by companies and State enterprises which took from 50% củadoanh career back up is not the same owner of number of shares exceeding 40% of the Charter capital of the Bank lệcủa.

2. for đôngkhông stock right and State-owned enterprises: an organization and representative, or., and companies have legal personality is owned khôngquá shares of 30% of the Charter capital of the Bank.

3. individual shareholders owned cổphần number not to exceed 150% of the Charter capital of the Bank.

4. individual shareholders and the important ngườiliên family (father, mother, wife or husband, son, brother, sister) are sởhữu the number of shares not exceeding 30% of the Charter capital of the Bank.

5. In đìnhđã there who is representing a shareholder's stake, which is legal in Ngânhàng the total number of shares owned by the remaining members must guarantee female lệnhỏ more than 20% of the Charter capital of the Bank.

Article 21. Stocks.

1. Stocks of Ngânhàng includes the following principal information: a. the name, our main Bank Office;

b. the number and date of grant of Giấyphép formation and operation;

c. the number of shares and type of shares;

d. each denominations of cổphần and the total face value of the shares on the stock;

Preferred shareholder Name (đốivới shares);

e. Summary of its hefty stock tụcchuyển;

f the signature of sample đạidiện. According to the law and with the seal of the Bank;

g. the number registered in the shareholder register on pháthành and stocks; and h. for stock phiếucủa stock voting incentives, in addition to the above information must also specify the level of đượcbiểu and duration of preferential voting as specified in article lệnày.

2. Every shareholder will đượcngân every stock level for each type of stock to record the capital contributions 3. Per share đượccấp not been recorded many types of shares.

4. According to the provisions of this Charter, địnhcủa any person who has the name inscribed in the registry of shareholders pertaining đếnbất States the type of shares, will be free of a certification after receiving muahoặc transfer shares within 30 days (or hơntheo long term provisions of the terms of release or of the Board of việcchuyển. The shares are members of the Board, Kiểmsoát Board members and major shareholders, shareholders and foreign shareholders are đượcđăng.

5. in case chỉchuyển ceded a number of registered shares in a stock, the old shares will bịhủy give up and a new stocks recorded the remaining stake will be free.

6. The Bank can manage the stock or stock shareholders households at the request of the shareholders. Trườnghợp stocks have recorded the name lost, burnt or destroyed under another form, the shareholders must and recommended the Bank to other stocks and are trảphí according to the regulations of the Bank.

7. cổphiếu holder of bearer only responsible in the management of safe cổphiếu and the Bank will not bear any responsibility regarding a or sửdụng stock fraud.


8. the Bank's stocks are not đượcdùng to pledge in the groin of the banking stocks.

9. In the 30ngày period since the opening day activities (for Bank established new) or từngày to register with the competent State agencies about new capital levels (for vớingân row is active), the Bank must release the new shares for cổđông.

Article 22. The transfer of shares.

1. Shares of đôngnắm stock stocks kept names or no names when the transfer is deemed to have the information specified in article 24 of the Charter are recorded in the register of shareholders.

2. Total nhượngcổ votes transfer names (since the assignment were registered in Ngânhàng State) exceeds 20% of the Charter capital and the change of the rate of the big East cáccổ stock must be approved by the State Bank.

3. the common stock of sánglập shareholders may transfer to others is not the shareholders if the chấpthuận of the general shareholders meeting and are guaranteed to be within the first three years on the Bank of kểtừ was granted the certificate of business registration, the shareholders are sánglập together holding at least 20% of the common shares is entitled chàobán. Shareholders intends to transfer the shares were not voted on vềviệc transfer of the shares.

4. nhượngcổ transfer slips have credited and uncredited, to be made pursuant to the địnhcủa credit institutions Act and the regulations passed. Figure thứcchuyển alienation defined in writing by the Board specifies. Writing assignment is the assignor, the assignee an authorized haydại of these people. The stock had been proper and sufficient khighi transfer the information in a d clause 1 article 24 of the Charter vàosổ registered shareholders; Since thờiđiểm, the assignee of the shares is recognised as shareholders of ngânhàng.

5. The sequence of its tụcxin bid stock change names of shareholders must follow proper địnhcủa State Bank.

6. In the event that shareholders killed hợpmột, the settlement benefits, liability of shareholders đượcthực provisions of the law of inheritance.

7. The Bank must chấphành the rules on listing, issued shares at chứngkhoán trading centre under the provisions of the State Bank, the Securities Commission's regulations Nhànước, the Bank's Charter and regulations of the relevant applicable law.

VI. The BODIES and MECHANISMS INVOLVED Q UYẾTĐỊNH Article 23. The Agency.

Hàngbao Bank agency include: a. cổđông General Assembly;

b. the Board;

c. Control Board;

d. the Director General.

Category VII. SHAREHOLDERS and the SHAREHOLDERS GENERAL ASSEMBLY article 24. Shareholder registry.

1. The Bank must lậpvà stored in the registry of shareholders since cấpGiấy allows established and functioning. Can shareholders register is written, electronic data files, or both. The registry of shareholders must have the nộidung mainly the following: a. the name, Head Office củaNgân;

b. the total number of đượcquyền shares offered for sale, stock type be the rights offered for sale and the number of shares was chàobán right of each type;

c. the happenings of sốcổ sold part of each type and equity values have contributed: and d. shareholders Names, địachỉ, the number of shares each shareholder of each type, the total number of shares of mỗicổ East, on registration of shares.

2. Register of shareholders must be lưugiữ at the Head Office of the Bank. Six months the Bank must cóbáo report in writing to the branch bank where the Bank based sởchính know if there is a change in the content referred to in paragraph 1 Điềunày.

Article 25. Powers of the shareholders.

1. Shareholders who are owners of Bank hữucủa and have the corresponding rights and obligations according to the number of shares and type of cổphần that they own.

2. Who holds the common cổphần have the following rights:.

a. attend and biểuquyết all matters under the jurisdiction of the general shareholders meeting; candidate đềcử, Member of the Management Board, supervisory board members (if enough of the neck phầntối minimum must be in accordance with the Charter of the Bank). Each thôngcó common shares per voting;

b. received tứcvới stock level by decision of the general shareholders meeting;

c. priority to buy the new cổphần when the bank capital increase in proportion to the number of shares of mỗicổ. The new shares offered for sale are made by selling message cónêu the number of shares offered for sale and the purchase acceptance time (not less than 15 days). Trườnghợp shareholders not accept the purchase. the new shares, the Board was right to chàobán new shares for other appropriate ones according to the vàcách suitable conditions but not more favorable the conditions previously đãchào sold to shareholders;

d. Are moved under the provisions of section nhượngcổ of the Bank, in accordance with the regulations the State củaNgân;

Sync is received through tinvề activities of the Bank in accordance with the Charter of the Bank;

e. từnglần authorised in writing to another person directly to attend the General Assembly of shareholders of Bank theoĐiều; person authorized is not authorized and not đượcứng as his own;

g. When the Bank giảithể or bankruptcy, received a portion of the remaining property corresponds to the number of cổphần to the Bank under the provisions of the law on the dissolution, bankruptcy;

h) other rights theoquy law and the Charter of the Bank.

[Fill out the đốivới incentive stock rights have the right to vote].

3. Majority shareholder hoặcnhóm shareholders owning more than 10% of the common stock in continuous time ítnhất six months or other smaller rate under the provisions of the Charter of the Bank cóthêm the following rights: a. to nominate people to the Hộiđồng management and Control Board;

b. ask million tậpĐại shareholders meeting;

c. View and get a saohoặc extract the list of shareholders having the right to attend meetings of the General Assembly of shareholders; and d. other rights of theoĐiều Bank but must conform to the provisions of law 4. Shareholders cócác the following rights: a. in the first three years on the Bank of kểtừ was granted the certificate of business registration, the shareholders are sánglập together holding at least 20% of the common shares is entitled chàobán; the common shares of shareholders can transfer to the person kháckhông to shareholders if it were approved by the General Assembly of shareholders. Đôngsáng stock set stock transfer plan not vote on the transfer of nhượngcác shares;

b. after the time limit of three years, the restrictions provided for in point a of this clause for the common shares of đôngsáng stock set are repealed.

Article 26. Obligations of shareholders.

Shareholders have the following nghĩavụ: 1. Buy enough of the shares đãcam and responsible before the law on the legality of the muacổ capital section;

2. Observance of Article lệvà regulation of the internal management of the Bank;

3. Observance of the quyếtđịnh of the general shareholders meeting and the Board;

4. Responsible vềcác debts and obligations of the Bank to the extent of the capital đãgóp;

5. do not unplug the vốncổ part under any form whatsoever;

6. Make the other nghĩavụ under the provisions of the Charter of the Bank but must conform to the rules of law địnhcủa.

Article 27. General Assembly of shareholders thườngniên.


1. cổđông Assembly is the competent body of the Bank and all the cótên in the list of shareholders registered shareholders are entitled to attend. Đôngthường old young General Assembly is held once a year and time separated not so 15tháng between two States annual shareholders General Assembly 2. Cổđông annual General Assembly was the Board convened and held in Vietnam; specific địađiểm by the Board the decision based on the actual situation. Đạihội annual shareholder decided the issues in mission and quyềnhạn be the law and this Charter. The independent auditors shall thamdự annual shareholders General Assembly to advise the passing of tàichính annual report, article 28. Extraordinary General Assembly.

1. The Management Board trịphải to convene the extraordinary General Assembly of shareholders in the following cases: a. the Board of trịxét see the need for the benefit of the Bank. General Assembly of shareholders will be coilà need to convene if independent auditors found that làcần meeting to discuss audit reports or financial status of the Ngânhàng and notify the Board as such;

b. the situation of our main bank account showed the Bank was in a special theoquy control of credit institutions Act and the regulations of the Bank;

c. When the viêncủa Board or members of the Control Board is under the two batrong members of the provisions of the Charter of the Bank or do not have enough of the minimum thànhviên under the provisions of the Charter of the Bank;

d) major shareholders or groups of shareholders sởhữu on 10% of the common shares in time continuously for at least six other smaller rate of thánghoặc according to the provisions of the Charter of the Bank required a written by a society of tậpđại million petitions stating the reason and purpose of the meeting (bảnkiến Conference writers need the signatures of the shareholders concerned);

Timer yêucầu Control Board convened the meeting if the Board has reason to believe that the Council of quảntrị serious violation of the obligations of the managers as defined in Điều86 of the business law or the Board the decision exceeded the thẩmquyền was delivered;

e. at the request củaGiám branch of the State Bank, the city where the Bank set the trụsở key.

2. The Management Board convened an trịphải meeting of shareholders within 30 days from the day nhậndược one of the requirements or the date of one of the events referred to in this khoản1.

3. in case of non đồngquản Association to convene a meeting of the General Assembly of shareholders, the Board of supervisors will triệutập General Assembly of shareholders under the provisions of the law.

4. in case of Ban Kiểmsoát do not convene the meeting of the General Assembly of shareholders, major shareholders or cổđông require group specified in point d of paragraph 1 of this Article has the right to replace the Hộiđồng administrator, Board of supervisors convened General Assembly of shareholders under the provisions of law củapháp.

5. All the more phícần set to convene and conduct a meeting of the shareholders will do hàngthanh math, for the purpose of clarity, the costs will not include costs that cổđông be subject to attending shareholders, such as accommodation and travel expenses and the costs of other liênquan.

Article 29. Powers and duties of Đạihội shareholders.

1. The General Assembly had cổđông duties and powers: a. amend this ratio sungĐiều;

b. discuss and thôngqua the report of the Board on the State of operations and business results, audit reports, financial settlement, plans to distribute profits, chialợi news and stock up, use the Fund as proposed by the Council of quảntrị;. directions, tasks and financial budget for the new fiscal year;

c. thôngqua and seminar activity report of the Supervisory Board;

d. establishment of tytrực in;

Preferred Share, split, sápnhập, merger, acquisition, dissolution of the Bank and subsidiaries of Ngânhàng;

e. decision engine cấutổ, operating and management of the Bank; Staff regulations, biênchế, fund the salary, remuneration for members of the Management Board and Supervisory Board;

UnAmerican activities scheme foreign decision;

g. phươngán decision to build the facilities and technical equipment;

h. through ángóp capital, to buy shares of enterprises and other credit institutions;

i. through việcchuyển cede shares of common shareholders in the first 3 years;

k. through the muacổ vote by the land use right value and other properties South tiềnViệt is not freely convertible foreign currencies, gold;

l. decided the hợpđồng economics, population (not part of the scope, subject to bans or hạnchế in articles 77, 78, 79, 80 of the law of credit institutions and hướngdẫn text under the law) have a value greater than 20% (twenty percent) own capital Ngânhàng (as specified by State Bank) with Board members Member, supervisory board, General Director (Director) major shareholders, and with the cóliên of them;

m. nhữngthay changed the decision prescribed in clause 1 article 31 of the law on credit institutions, except for the variations upon load of the location, transaction, branch, Representative Office, about the transfer of nhượngcổ the section names are too regulated rate of State banks and about General giámđốc (Director) of the Bank;

n. giảipháp decision of overcoming the huge financial upheaval of the Bank;

o. Election, dismissal of members of the Management Board and the Supervisory Board if the term hoặcbầu alternative supplements;

p. considering violations fixed vàquyết form processing Board members and Board soátgây damage to shareholders and the Bank; and q. The rights and nhiệmvụ by the shareholders General Assembly decision and record to this Charter.

2. Shareholders not involved bỏphiếu to adopt the decision of the general shareholders meeting of: a. any nàoliên contract to the 42 Thing which that shareholder or a related person of the shareholders that a party of the contract; or b. any buying cổphiếu from shareholders or any related person of that shareholder; or c. the transition nhượngcổ elements in the first three years (of shareholders) as specified in article 22của of this Charter.

3. The General Assembly cổđông is discussed and voted through a decision on the matter has been put on the agenda.

Article 30. The right to attend the Assembly cổđông.

1. List of đôngcó stock the right to attend the meetings of the General Assembly of shareholders was created based on the shareholder register củangân. List of shareholders having the right to attend the meeting of the General Assembly of shareholders was set khicó decided to summon and are finishing up at the latest ten days before the date of the meeting the shareholders General Assembly khaimạc.

2. The list of rights part đôngcó stock shareholders must have the full name, permanent address, for vớicá; name, headquarters for the Organization; the number of shares that each type of each cổđông.

3. Each of the shareholders are cóquyền provided the relevant information to be recorded in Eastern sáchcổ have the right to attend the meeting of the General Assembly of shareholders.

4. in case of transfer of phầnđược stock in the period from the date of finishing the shareholders list to ngàykhai shareholder General Assembly meeting of the desert, the assignee has the right to attend the shareholders meeting họpĐại replace the assignee with respect to the number of shares was chuyểnnhượng.

5. Shareholders have quyềnyêu people convene meetings of the General Assembly of shareholders amending these sailệch information or add the necessary information about yourself in the list of cóquyền shareholders attended the meeting of the General Assembly of shareholders.


Article 31. Authorization part cổđông Council.

1. Shareholders can attend trựctiếp or authorized in writing to another part of the East đồngcổ. Person authorized to attend the meeting of the General Assembly of shareholders not quyềntiếp Committee for another person attend the meeting of shareholders and the Belt is not involved with his personal ứngcử.

2. The authorization chomột the other person attended the meeting of the General Assembly of shareholders must be established in writing. Đồngquản Association of responsible value specifies the required content in the ủyquyền text, but must have the following elements: a) the case may đônglà stock the authorized text must specify: name of authorized person, address, ID number thườngtrú people, the number of shares and the shares are owned , nộidung and authorized purposes; they authorized name, permanent address and sốchứng ID of authorized people; authorized users must sign his name clear vàghi.

b) đônglà stock legal case, the proxy documents must specify: the name of the legal person, phápnhân address, name and ID number of the authorized people (who diệnsố equity shares of the legal entity), the number of shares and the shares are owned, nộidung and authorized purposes; they authorized name, permanent address and sốchứng ID of authorized people; authorized users must sign his name clear vàghi and seal of the legal entity. Ngườiủy's signature rights case not yet competent legal stamp must be cóđủ representative of legal authority signed, stamped to confirm that is the signature of ngườiủy rights reserved.

Article 32. Convened meeting of shareholders; chươngtrình meeting, and informed.

1. Persons summoned Đạihội shareholder must perform the following tasks: a. Establish a mailing sáchcác shareholders eligible to participate and vote as prescribed in article 30 củaĐiều this rate, the program of the meeting, and the documents consistent with the laws and the quychế of the Bank;

b. confirm time and location of the Congress;

c. notice to all shareholders on the General Assembly of shareholders and invitation Assembly đôngcho stock them.

2. the meeting invited Đạihội shareholder must include the agenda and information on cácvấn topics will be discussed and voted on at the general shareholders meeting. Invited paper họpvà the document serves the shareholders General Assembly can be sent to shareholders by cáchchuyển hand or sent by post to the registered address of the shareholders, the shareholders due to the address hoặctới which provides. In the case of employees of Ngânhàng, a notification can be sent to each individual in the sealed envelope đểtại work. Move offers meeting and the document must be sent at least fifteen on ngàytrước General Assembly of shareholders. If the Bank has a website, vềĐại shareholders meeting notices are posted on the site simultaneously with the gửigiấy invite and documents for shareholders.

3. Major shareholders have the right to petition cácvấn should put on the agenda of the General Assembly of shareholders. Recommendations are bằngvăn and sent to the Bank at the latest three days before opening day. Kiếnnghị must specify the name of the shareholders, the number of each type of shares of shareholders, đềkiến Advisory Conference scheduled meeting.

4. The summons họpĐại shareholders just has the right to reject the recommendations prescribed in paragraph 3 Điềunày in the following cases: a) recommendations are gửiđến not on time or not enough, no true content.

b) issue opinions nghịkhông jurisdiction decision of the general shareholders meeting.

c) khôngphù problems with the provisions of the Charter of the Bank and is not inconsistent with the quyđịnh of the law.

6. the new cổđông Assembly Only has the power to change the program of the meeting attached the notice convening shareholder Đạihội.

Article 33. The conditions for conducting shareholder Đạihội and thereon.

1. The hộiđồng shareholders are conducted when the number of shareholders and who are authorized to represent dựhọp at least 51% of the voting shares. The case is not about the national event đủđiều represents the number of voting shares required taking dựhọp within ... hours since the time of the meeting, the General Assembly intended đôngphải stock was convened the second meeting within a period of 30 days from the date of the first intended opening họplần. The meeting of the General Assembly of shareholders convened to two lầnthứ are conducted when the number of shareholders and who are authorized to attend họpđại an at least 30% of the voting shares. The case of the second cổđông General Assembly not eligible on the rate represents the number of shares have the right to attend the meeting required biểuquyết within ... hours since the time of the planned meeting, three times shareholders meeting thìĐại convened a meeting within a period 20 days từngày second meeting scheduled opening. Meeting of the General Assembly of the third đônglần neck was conducted did not depend on the number of shareholders, the rate of representation of voting cổphần attended the meeting and have the right to decide on all the issues that Đạihội the first shareholder can decide a valid way.

2. the Chairman of the đồngquản treatment to preside a meeting of the General Assembly of shareholders, Hộiđồng Chairman of management case of absence, the Board members are Chairman of the đồngquản proxy governance will preside a meeting of the General Assembly of shareholders. If the Chairman of the đồngquản treatment does not authorize any member of the Board, saukhi has a sufficient number of shareholders and who are authorized to represent the number of shares have the right to attend the meeting, according to the provisions biểuquyết the members of the Management Board, the members present at the meeting, project controls BanKiểm General Assembly of shareholders has the liability held shareholder Đạihội to proceed to voting elected a Chairperson of the meeting of shareholder Đạihội shareholders. Presiding was the General Assembly of shareholders elected sẽđề clerk election to establish the minutes of shareholders ' General Assembly meeting.

3. in case of hộiđồng, the shareholders are convened by the Board or shareholders, the largest shareholder of cóđủ and after the person authorized to represent the number of shares have the right to attend the meeting rules quyếttheo expression who convened the General Assembly shareholders responsible for the UK to conduct shareholders General Assembly vote to elect a chủtọa who make the shareholders General Assembly meeting of the shareholders Chairman was elected cổđông General Assembly will nominate a Secretary to set up a shareholders General Assembly meeting.

4. The General Assembly adopted the decision cổđông jurisdiction in the form of voting tạicuộc meeting. The decision of the general shareholders meeting passed when: a. the number cổđông representing at least 51% of the total votes of all the shareholders voting projected positive họpchấp;

b. decision địnhvề the type of stock and number of shares to be offered rights of each type; modifying, supplementing the Statute of the Bank; split, merger, consolidation, acquisition or sale, dissolution of the Bank and subsidiaries of the Bank, they must be of đôngđại stock an at least 65% of the total votes of all voting shareholders attended the meeting chấpthuận.


5. Who presided hợpĐại meeting is responsible for preserving documents and prepare to send to all shareholders as soon as the meeting ended, and the minutes were coilà the evidence with conclusions about the work in progress at hộiđó. This record must be established by Vietnamese, was Chairman of the Congress and sign the thưký consists mainly of the following: a. date of địađiểm organizations and shareholders;

b. agenda;

c. delegates, they name the President (Chairman) and Secretariat;

d. Summary of the bàiphát at the meeting of shareholders;

Sync The đượcthảo problems and the decisions to be adopted, shareholders vote, anti-sốphiếu, the white vote and the outstanding issues;

e. total votes củacác shareholders attend;

f. total votes vềtừng problem; and g. the name and the signature củaChủ President (Chairman) and Secretariat.

6. shareholder Đạihội meeting minutes are done and through before closing the meeting. Bien bảnsẽ is evidence for the content of the work was done at the đồngcổ East.

7. The records, minutes, notes signed by the shareholders attending the authorized text họpvà part shareholders must be kept at the cáctrụ Department of the Bank. Within 15 days from the day through, all of the quyếtđịnh is the General Assembly of shareholders must be sent to the branch of the State, the city of Ngânhàng (where the Bank is headquartered) and notice of chotất both the shareholders have the right to attend the General Assembly of shareholders.

8. On the nest chứcĐại shareholders shareholder registration procedure must be conducted in order to protect the shareholders attending the meeting have the right đảmcác is registered. Shareholders attending the General Assembly of shareholders must do the registration procedures, sign the signature Windows tênvào have stated the number of shares vàloại shares his. Shareholders owning bearer shares must show his cổphiếu and the number of shares that must be recorded in the log book signed.

9. When conducting đăngký, the Bank will grant each shareholder or person authorized to attend the meeting of biểuquyết card, on which the registration number, the name of the shareholders and authorized representative vàsố voting shareholders that it has. Voting in the General Assembly will be hànhbằng how currency cards endorsed a decision and then collect the quyếtquyết Government that card number, and then count the total number of voting. Total votes mộtvấn supporter, veto a something, or not voting, will be Chairman through báongay after voting a decision. The Congress will choose among the great biểunhững who is responsible for checking or monitoring the tally and if hộikhông selected, University Chair will select those people.

10. The shareholders shareholders meeting late đếnĐại have the right to register now and then has the right to join vàbiểu right in the General Assembly, the Chairperson does not have the responsibility to stop the General Assembly đóđể for this shareholder register and the validity of the voting has tiếnhành is not affected.

Article 34. Through the decision of the đạihội shareholders in the form of written opinions.

1. The decision of the shareholder đạihội can be passed in the form of written opinions bảnvới condition must be unanimous in writing of shareholders representing at least nhất65% of voting shares of the Bank.

2. To the đượccác decided unanimously that shareholders in the form of written opinions, the Board is responsible for: a. the decision should give much difference considering the opinions of shareholders, manner and content of biểuquyết under this Charter and the law;

b. Send the liệuliên to the problem should please the opinion vote, in which the provisions on gửitrả right back (repayment Date) the document (if necessary) with the text stating the kiếnbiểu shareholder of Italy to the Bank;

c. General Italy kiếnbiểu recipes to determine the decision of the general shareholders meeting and within 15th may since repaid, the Board must have written notice of the determination and decision quảbiểu of the general shareholders meeting sent to branches of the State, the city of Ngânhàng (where the Bank is headquartered) and found out that shareholders have the right to attend the General Assembly of the neck East of the Bank.

d. decision of the shareholder Đạihội be passed in the form of written opinions have giátrị as the decision was the General Assembly of shareholders voting via direct tạicuộc shareholder General Assembly meeting.

Article 35. Cancellation of the decision of the shareholder Đạihội.

In the nine mươingày, from the date the decision was the General Assembly of shareholders, shareholders, thànhviên of the Board, General Director (Director) and the Control Board have rights yêucầu court or State Bank review and rescind the decision of the hộiđồng shareholders in the following cases : 1. sequence and its tụctriệu the shareholders General Assembly gathering does not follow current rules state củaNgân and the Charter of the Bank.

2. content địnhvi ruling violates the provisions of the law or the Charter of the Bank.

Item VIII. GENERAL TERMS of the MANAGEMENT BOARD, SUPERVISORY BOARD and ceo (Director) Article 36. Common task.

1. The Management Board of the Bank Administration trịlà, writes the name of the Bank to resolve địnhcác issue relates to the purpose, the interests of the Bank, except for the đềthuộc authority of the General Assembly of shareholders.

2. Control Board is cơquan check the financial activity of the Bank; supervise the observance of độhạch mechanism, operation of the system of inspection and internal audit of Ngânhàng.

3. the Director-General (Giámđốc) who is responsible to the Board, before the law about việcđiều the daily operations of the Bank.

4. The Chairman and other members in the cácthành of the Management Board, head of kháctrong and members of the Board, General Director (Manager) of the Bank elected, appointed, dismissed, the mission must be the standard State Bank Governor y.

Article 37. Those who are not thamgia management, control and not hold the title Of Executive Director (Director), Vice President (VP).

1. The ngườisau not be a member of the Board, Board Member soáthoặc General Manager (Director), Deputy General Director: a. are being traced to criminal cứutrách;

b have been convicted of serious cáctội the national security violations, serious crimes violating sởhữu, the serious crime of economic divides, c. was convicted of another offense cáctội that have not been deleted, d. had been thànhviên the Board or ceo of a company that went bankrupt trườnghợp, unless otherwise specified in item 2 Article 50 of the law on bankruptcy of enterprises;

sync was once the great diệntheo law of a company suspended operations due to violation of France luậtnghiêm;

e. subject to quyđịnh in article 9, article 90 business law, article 17 Ordinance, article 13 chứcvà Ordinance against corruption;

g. loans Are hoặcđang is the guarantee, the guarantee of banking credits;

h. Have parents, wives, husbands, children are vayvốn or are as guarantor, guarantor of Ngânhàng main credits;

i. shareholders owned hữutrên 10% of the capital or the father, mother, wife, husband, children, shareholders owning more than 10% of the enterprises being granted Bank unsecured credit, granting credit with preferential conditions;


k. does not guarantee tiêuchuẩn on professional ethics, competence and professionalism of the State Bank of theoquy;

l. does not guarantee other quyđịnh by the General Assembly of shareholders decided to and written to the Bank's Charter.

2. Father, mother, wife, husband, son, brother, siblings of the members of the Management Board, the Director-General (Giámđốc), not the Control Board, Chief Accountant of the same Ngânhàng.

Article 38. Naturally lose.

1. The đươngnhiên case lose the membership of the Management Board, the Supervisory Board members, Tổnggiám Director (Director): a. loss of capacity for civil hànhvi, die;

b. the legal shareholder nhâncủa to terminate;

c. In one cácđối audience rules from point a to point e of paragraph 1 of article 37 of this regulation;

d. lose đạidiện stock management of legal entities;

Sync When Court trụcxuất from the territory of the Socialist Republic of Vietnam;

e. Bank being thuhồi license and operation.

4. The title was đượcThống Director, State Bank of medical standards of those prescribed in clause 1 Điềunày naturally expired.

5. Case of đươngnhiên lost the membership of the Management Board, the Supervisory Board members, Tổnggiám Director (Managing Director) as defined in points a, b, c, d, e of paragraph 1 Điềunày, the Board of the Bank must immediately report text with your specific intelligent liệuchứng submitted the State Bank branch the city, where the Ngânhàng are located and are responsible for the accuracy, Central thựccủa this report before the law, and processed according to the provisions of article 48, article 53 and article 58 of the Charter.

Article 39. Dismissed, the papacy.

1. The Chairman and members of the Board of cácthành, the head and members of the Control Board, Tổnggiám Director (Manager) of the Bank were dismissed, the Mission of the school of hợpsau: a. dânsự behaviour capacity is limited, b. Application the reasons hợplý, c. In viphạm object specified in point g to point 1 of paragraph 1 and paragraph 2 of article 37 of this Điềulệ;

d. Not sure of cổphần owned by the Bank Charter minimum rules (applicable to the viênHội Board, head of the Supervisory Board);

Sync địnhcủa violations of the laws and regulations of the State Bank and the Chartered Bank about buying, bánvà transfer of shares;

e. địnhcủa law, violations of State banks and the banking charters in the process thựchiện task, assigned powers;

g. The khácdo case the shareholders General Assembly decisions and have recorded in this Charter.

2. The Chairman and members of the Board of cácthành, the head and members of the Control Board, Tổnggiám Director (Manager) of the Bank after being dismissed, the mission suffered personal tráchnhiệm for his decisions in the time has đảmnhiệm titles.

Article 40. Special control.

1. where the Ngânhàng were put into special control status, special control Committee at Ngânhàng has the right to temporarily suspend the right to administer, control, administration of the viênHội Board, Member Board of supervisors, General Manager (Director) and PhóTổng Director (Deputy Director) if it deems necessary.

2. During the period bịtạm to suspend administrator privileges, controlling, operating or after being dismissed, recall the title due to the breach of article 39 of this Charter and wait to do the procedure trìnhthống Director, State Bank of medical standards, the members of the Board, thànhviên Control Board is to attend a meeting but not voting rights at cuộchọp Board of Trustees , The Control Board.

Section IX. The FIDUCIARY OBLIGATIONS of the MEMBERS of the MANAGEMENT BOARD, the SUPERVISORY BOARD MEMBERS, TỔNGGIÁM DIRECTOR (Director) and MEMBER of the EXECUTIVE BOARD Article 41. The obligation to be vigilant of thànhviên Board members, supervisory board, General Director (Director) Executive Committee member vàthành.

Members of the đồngquản, the Control Board members, the Director-General (Director) and the viêncủa Committee is obliged to perform his duties in a real cáchtrung and the manner in which these men consider to be beneficial for the Bank phùhợp the provisions of the law and the Charter of the Bank to the extent of caution màmột caution people usually will also do the same When in the on conditions and circumstances tươngtự.

Article 42. The obligation of loyalty and conflict tránhxung rights.

1. Member đồngquản, the Control Board members, the Director-General (Director) and the viênkhác of the Board of Trustees of responsibility not to be used for a thânnhững business opportunities that the Bank can use to create a private advantage and choNgân not used the information obtained thanks to the Presidency are nắmgiữ to profit personally or to serve the interests of any human hoặccá economic organizations.

2. the members of the đồngquản, the Control Board members, the Director-General (Director) and the viênkhác of the Executive Committee is obliged to declare to the Board any quyềnlợi can cause conflicts that they might have in other economic organizations, or individuals with transactions , and chỉcó can use the opportunities that when the Board (composed of the members of the management Hộiđồng no related rights) have reviewed and approved.

3. The kinhtế contract, civil (not part of the scope, subject to bans or restrictions in cácĐiều 77, 78, 79, 80 of the law of credit institutions and guidance documents dướiluật) of the Bank with the members of the Management Board, the Director-General (Executive Director), the Control Board members, major shareholders and their related people , only the đượcký, if the guarantees made according to the following rules: a) for cógiá contract value greater than 20% (twenty percent) of the Bank's own capital (under địnhcủa State Bank) must then be approved by shareholders General Assembly before khiký. Contracting Parties are shareholders or shareholders involved with Contracting Parties, are not allowed to participate in the voting.

b) for cógiá contract value equal to or less than 20% (twenty percent) of the Bank's own capital (theoquy of State Bank) must then be approved by the Board before signing. Members of the Board are parties to contracts or administrative Hộiđồng members involved with Contracting Parties, does not. allowed to join biểuquyết.

4. case đồngđược case concluded that has not been the General Assembly of shareholders or the Board accept the thuậntheo the provisions of paragraph 3 of this article, then that contract void and be processed theoquy of the law. Those who cause damage to the Bank must have the tráchnhiệm compensation.

5. the members of the đồngquản, the Control Board members, the Director-General (Director) and the viênkhác of the Executive Committee was not purchased, or sold or traded or củaNgân of these companies when they have the possession of information can affect the price of the stock while the other shareholders that Ms. Wiles.

43 things. Liability and compensation.

1. Responsibility.

Members of the đồngquản, the Control Board members, the Director-General (Director) and the viênkhác of the Executive Committee is obliged to obey strictly the laws luậthiện, Chartered Bank and the Bank's internal regulations in the installation shouldn't perform their duties and are responsible for the hạido violations of its obligations.

2. Indemnification


a. Bank will thườngtoàn claims the cost of the complaint, the proceedings related to the việcthuộc of responsibility of leaders, officials and employees of the Bank mànhững this person must participate, on condition that these people have made đúngcác rule of law, the Charter of the Bank and the Statute of the Bank. The Bank may purchase and maintain insurance for these people for the tráchnhiệm.

Section x. BOARD Article 44. Ingredients and terms.

1. the ancient Assembly đôngbầu dismissal, recall of members of the Board by the shareholders of 51% of the total wild diệnít for voting of all shareholders attended the meeting approved. Hộiđồng elected administration, dismissed, recall the President of the Board.

2. The Management Board trịbao consists of at least three and at most 12 members. A member of the đồngquản treatment must own a minimum of [] the Bank's shares. Each Member of the Management Board have the longest term 5năm but not less than 2 years and may be elected at the general meeting according to the đôngtiếp. When electing the members of the Board, the Bank must attend the kiếnít for one-third of the Board members will join the election or táibầu in the great annual shareholders meeting.

a. The elected miễnnhiệm, mission and the resignation of the Chairman and the members of the Management Board trịphải is performed according to the current legislation and the Charter of the Bank. The sequence, procedure, application for change and to vote, appointment, resignation and recall the Chairman and the members of the Board made under quyđịnh of the State Bank. Election results, mission President and Board member of cácthành All rows must be the State Bank of Vietnam medical standards.

4. The Chairman and other members in cácthành the Board is not authorized for the ngườikhông must be a member of the Board of mission, powers củamình.

5. the President of the đồngquản of this Bank are not allowed to join the Board or Executive thamgia other credit organizations, unless that organization is the trựcthuộc company of the Bank.

6. the Chairman of the đồngquản treatment is not at the same time as General Manager or Vice President vinegar Ngầnhàng. With regard to joint stock commercial bank in the country, Chairman of the Board and ceo can quảntrị under the provisions of the Charter cổphần rural commercial bank.

7. the Chairman of the đồngquản treatment must be Vietnam nationality and residence in Vietnam in the current time.

8. Case of đôngnước stock in addition to including the Vietnam people settled abroad) to join the Board should be more cácđiều the following conditions: a. the proportion of the thamgia members of the Board are only corresponds to the proportion of capital contributed by all the foreign shareholder in the Bank;

b. do not do thànhviên the Board too 2 credit organizations in Vietnam; c) not giữchức Chairman of the Board of the Bank.

Article 45. Powers and duties of the Management Board Hộiđồng cócác rights and duties: 1. hàngtheo Bank management provisions of the law and this Charter.

2. Decide the much difference relates to the purpose, the rights of the Bank except issues in thẩmquyền of the general shareholders meeting.

3. Responsible trướcpháp law, before the General Assembly of shareholders on the results of operations as well as the saiphạm-in Manager, this Charter breach and violation of the law of damage choNgân.

4. The đồngcổ East Congress decided the content specified at points a, b, d, e, f, g, h, i, k, l, m, n, o, p, q, item 2 Article 44 of Decree 51/2000/ND-CP on 12/9/2000của Government on the organisation and operation of the commercial banks.

5. The đốcNgân State: a. ratified Article lệNgân;

b. establishment of tytrực in;

c. approved the mởsở of transactions, affiliates, representative offices, established business units củaNgân;

d. approve the gópvốn, buy shares, venture with foreign investors;

Sync approved việcchia, split, merge, merging, acquisition, dissolution of phầnvà commercial bank transaction, branches, representative offices, subsidiaries, sựnghiệp units of the Bank;

e. approved the modified nhữngthay are specified in clause 1 article 31 of the law on credit institutions;

f. released phiếumới stock;

g. to election, appointment, resignation and recall the Chairman and the other members of the Association đồngquản; Secretary of the Board and other members of the Board of control, General Director;

I agree chứckiểm independent accounting to audit the Bank's activity under the provisions of the Ngânhàng State.

6. Decision Engine cấutổ the operating machine transaction, branches, representative offices, sựnghiệp units and subsidiaries of the Bank.

7. Approval ánhoạt business by the Director-General suggested.

8. Rules of lãisuất Commission rates, fees, the level of penalties for the clients according to the củapháp rules of law.

9. Extract and sửdụng funds, divide the return of shares according to the decision of the general shareholders meeting.

10. Appointment, miễnnhiệm, recall Of the Director, Deputy Director, Chief Accountant of the Bank, the Director of the Exchange, Director of chinhánh, head of the representative office, the company director, Director of vịsự enterprise application.

11. Regulations chếvề the appointment, resignation and recall management titles in addition to the chứcdanh the provisions in clause 10 of this.

12. chếnội the regulations on the operation of the Board, of the Board of control (Control Board xâydựng operating rules on the basis of the current legislation to the đồngquản value signed issued).

13. Regulations địnhvề organization and operation inspection and internal audit under the provisions of phápluật.

14. Regulations the dynamic chếhoạt of the enemy, branches, representative offices, business units, subsidiaries.

15. Issued specific instructions vănbản the implementation of the provisions of the State and of the hàngNhà Bank of Bank operations.

16. Decision on salary, bonuses for the Director General and Deputy Director General.

17. Monitoring Of giámđốc and the other managers and review violations of these people gâythiệt damage to his bank and implement the necessary measures to remedy.

18. Valuation of your capital isn't money sảngóp Vietnam, foreign currencies freely convertible, gold under ear quyđịnh Article 23 business law.

19. The rights and other nhiệmvụ in accordance with the law and this Charter.

20. The sauphải problem is the Board through: a. the long vàbãi who have the right to trade representative or a legal representative of Ngânhàng;

b. any of the Bank's vaynào account or providing mortgage, guarantee, guarantee or compensation;

c. non-cótrong investment business plans and investment budgets in excess of 10% of the budget in ghitrong business plan and budget;

d. the việchoặc other transactions the Board decided under his authority.

Article 46. Powers, duties of the Chủtịch and the members of the Board.

1. the President of the đồngquản is the statutory representative and will have the authority and responsibility to: a. vụsau on behalf of đồngquản therapy Society convened and presided a meeting of the General Assembly of shareholders;

b. convene the Board cuộchọp;

c. prepare the content, program and control the session to discuss and vote on the đềthuộc mission, powers of the Management Board:


d. the Organization through củaHội Board decisions under other forms;

Sync track too trìnhtổ made the decision of the Board;

e. establishment of the trìnhcông chapter and assigned the duties of the members of the Board of hiệnquản active treatment of food banks;

g. Signed the xửlý text in job duties and powers of the Management Board;

h. Signed quyềncho commissioned the text one of the members of the Board took charge of the work of mìnhtrong the time of absence; and i lùện the quyềnhạn and performed other duties as prescribed by the law and the Charter of the Bank.

2. the members of the đồngquản treatment has the following rights and duties: a) duties and powers prescribed by the law of the State Bank of Vietnam, the Bank lệcủa;

b) Election, resignation and recall the title Chairman of the Board;

c) research, đánhgiá the situation, activity results and contribute to the construction of kếhoạch, the Bank's business activities in each period;

d) attend the phiênhọp of the Board; discuss and vote on the matter in the dungphiên cabinet meeting; bear personal responsibility before the law, the ancient đôngvà Assembly before the Board about his comments;

DD) made the quyếtđịnh of General Assembly of shareholders and of the Board;

e) thànhviên two-thirds of the Board and over have the right to convene meetings of the General Assembly of shareholders bấtthường or meeting the Board extraordinary session;

g) Executive địnhcủa Bank rules rules about the number of shares required for Hộiđồng membership management;

h the Executive of quyđịnh) State Bank and this Charter on the transfer of shares. Cácthành members of the Board shall perform duties as assigned by the Chủtịch of the Board and the members are not authorized for the ngườikhông must be a member of the Board to perform the rights and vụcủa.

Article 47. Remuneration of the members of the management Hộiđồng.

The President and the thànhviên the Board paid no civil service remuneration and that was the cost of Italy đàithọ needed in the course of performing their duties. Mứcthù by General Assembly of shareholders to decide. Total public service compensation fees and cácchi charges during the Mission) paid to the members of the đồngquản and of the public service fee that each Member of the Management Board received đượcnêu details in the annual report of the Bank.

Article 48. Substitute member of the đồngquản.

1. In time of hạnkhông than 15 days from the date the President of the Board being naturally lose tưcách a member of the Management Board, the members of the Board have tráchnhiệm Board meeting held to elect a member of the Board (standard đủtiêu, under current rules as Chairman of the Board.

2. the Chairman of the đồngquản wanted to have a single Chairman submitted to the Board.

Within a period of 60 days from the receipt of the application, ngàykể the Board is meeting to consider addressing địnhvà conducting the procedure of dismissal, recall, elected Chairman of the Board of trịtheo rules.

3. the members of the đồngquản wanted to resign must have menu text or send the Board to trìnhĐại shareholders meeting decision.

4. Case of giảmquá one-third of the Board members or insufficient number of members Hộiđồng minimum administration under the provisions of the Charter of the Bank, then in the hạnkhông than 60 days of insufficient number of members of the Management Board trịtheo provisions, the Board must convene the General Assembly of shareholders to elect Board members bổsung.

5. in the other trườnghợp, the most recent meeting of the General Assembly of shareholders will elect the members of the new đồngquản to replace the members of the Board were dismissed, bãinhiệm or additions but missing members.

6. after the first cổđông Assembly, who was elected President and members of the đồngquản treatment is responsible before the law about the deployment and complete nhữngcông the establishment of the joint-stock commercial bank to the Governor hàngnhà water review, establishment licensing and operation and the standard of the medical treatment danhquản operating, control,. Chartered joint stock commercial bank under the current quyđịnh.

7. Who đượcbầu President and Board members have a responsibility to continue the work of the mission nhậnvà the title was elected. The President and the viênHội Board was dismissed, the mission is responsible for handing over the level the President and members of the newly elected Board handles, copper thờiphải, responsible for his decisions in time has kept that title.

Article 49. The meeting of the Council of quảntrị.

1. regular meetings: [* đồngquản first meeting must be held within 30 days after the date of the establishment of Chủtịch the Board will convene a meeting of the Board of đầutiên, expected the program, time and location of the meeting before the meeting date scheduled on 7 ítnhất. The Board meetings periodically at least once each quarter and can đượctriệu the extraordinary gathering to promptly resolve the irregular work.

2. extraordinary meetings: meetings of the Board are conducted according to the recommendations of: a đồngquản Chairman);

b) at least two basố members of the Board;

c) Chief Ban Kiểmsoát;

d) at least two members of the Control Board basố;

DD) Director General hoặcnhững other person prescribed by the regulations;

e) Director nhánhNgân the State of the province, the city where the Bank is headquartered.

3. within 15th may, from the date of receiving the written recommendation of the meeting of the Board of củamột anomalies in the subjects referred to in points b, c, d, e, e of paragraph 2 of this article, Chủtịch the Board must convene and conduct the meetings of the Management Board trịbất. Case, after twice suggested that the next President of the Council of quảntrị does not convene the meeting of the Board, quảntrị Board members, Committee members must have the right branch report text hàngNhà the water, the city where the Bank is headquartered and conducted meetings Hộiđồng administrator to handle the job at the same time decide the dismissal, bãinhiệm the title of Chairman, elected a member of the Management Board ensures the điềukiện hold the title of Chairman, the State Bank of quyđịnh according to the current medical standards, or decide to hold an extraordinary shareholders meeting đểxử the existence and problems yet to be solved (if available). If the Council is not enough quảntrị student number to the organization meeting and through the decision, then the soátcó Committee responsible for convening the extraordinary General Assembly of shareholders in accordance with rules địnhhiện to handle the existed problems of the Bank.

4. The venue of the meeting: The đồngquản meeting will be conducted at the registered address of the Bank or the other địađiểm is the Board rules.

5. reporting and chươngtrình meeting:


Quảntrị Council meeting was conducted after 5 days of sending notice to the members of the đồngquản. Meeting notice the Board made in writing aboutme, which stated: the program of the meeting, time; location and must be đượckèm according to the necessary documents on these issues will be discussed and the schedule of Board meetings quyếttại and vote for the members of the management Hộiđồng could not attend the meeting. The members of the Management Board nàysẽ send the vote to the Board before the meeting. The number of participants required: quảntrị Council meetings are conducted when two thirds of the members of the Board of direct trởlên attend or through surrogates is one of the members of the management Hộiđồng is authorized. The event convened meetings of the Board determined the first kỳlần but not enough members to attend as a rule, President of đồngquản treatment to convene the next meeting of the Board for the second time during the next 15 days too giankhông. After twice convened meetings of the Board of khôngđủ members attending, the Chairman of the Management Board must convene an extraordinary shareholder Đạihội within a period not exceeding 30 days subsequent to the review cổđông the status of the members of the Board.

7. voting: a) each Member Hộiđồng join the case the Board will have a voting at the họpHội Board. If the Board member could not attend the họpthì proxy can vote by text for a Hộiđồng other management members (as for level are allowed to participate in the voting) hiệnbiểu decision instead.

b) members of the đồngquản political rights related to the problem given the Board quyếtđịnh will not be allowed to participate in the voting for that problem and not đượctính on the number of delegates required to be present at the meeting, also đượcnhận not authorized by other Board members to join biểuquyết that problem.

c) suspected nàonảy was born in a meeting concerning the rights of members of the Board quảntrị or related to the right to vote of the members of the Management Board trịvà the suspect was not a member of the Board that voluntarily giảiquyết by approval voting rights , then the doubt it will đượcchuyển to the Chairman of the meeting.

Tọasẽ home of the last value and the conclusion except when a chấthoặc level of benefits, of the members of the Board are concerned that yet đượcbiết.

d) any fellow viênHội would be relevant to a contract if in article 87.1 of the LuậtDoanh industry will be considered to have rights to the contract.

8. Nh claims benefits: members đồngquản treatment if according to his understanding of the saw are related either directly haygián to a contract, an agreement or a contract of expected or anticipated concluding agreement with mộtthỏa Bank must declare the nature of related quyềnlợi at the meeting of the Board of Here, the Management Board will work with the xemxét tri the contract or agreement, if the later mớibiết of the existence of their rights or in any other case, the members of which are announced at the meeting of the Board following the first khithành it knows already have raised related benefits.

9. Majority voting: decision of the administrative Hộiđồng adopted if a majority of members of the Board of cóquyền meeting scheduled voting participation approved. The case of ngangnhau votes, the final decision belongs to the comments of the Chairman of the đồngquản or members of the Board to be Chairman of the Board ủyquyền to preside the meeting (Chairman of the Management Board trịvắng).

10. in case the admin Hộiđồng opinions in writing to adopt a decision on a matter of thìquyết are considered to be worth the equivalent of a decision are quabởi pine Board members at a meeting convened and chứcthông often, if: a) the text of the tríbằng the majority of most of the members of the Board have the right to vote for thamgia with issues raised please comments;

b) number into the viênhội Board has the right to participate in voting in writing to meet the đượcđiều event of the number of members required to conduct a meeting đồngquản.

11. Documents: quảntrị Council meeting must be recorded in full in the record book. Meeting minutes of the Board of đượclập with free money and should be all trịtham Board members attend the meeting. Chairperson, Secretary and members of the Management Board trịtham meeting to jointly take responsibility for the accuracy and high thựccủa Board meeting minutes. To preside the meetings of the Board have established layout tráchnhiệm and send the minutes of the meeting of the Board for the thànhviên Board and the minutes of which will be considered by chứngmang computer conclusions about the work conducted at the meeting that, unless hợpcó the complaint related to the content of the minutes that within 10 d from the date of sending the minutes a.

12. Who attended the Board meeting đượcmời: BanKiểm members, the Director-General (Executive Director) and can have the managers, professional giakhác, but did not participate in the voting.

Article 50. The air Board's quảntrị: 1. trịsẽ management apparatus and the seal of the Bank to perform the task of củamình.

2. The Management Board trịsẽ there to help employees who are dedicated and specific rules will figure and cácnhiệm service of each Member helps the Article 51. Secretary: the Board can appoint specialised and secretarial functions, the task of the Secretariat. The Board can recall the Secretary at any time but nhiênkhông is prejudice to the claim for damages due to breach of labor hợpđồng between the Secretary and the Bank. Two or more people can be bổnhiệm as Secretary; the functions and tasks of the Secretariat include: 1. file việctriệu message board meetings at the suggestion of the Chairman of the đồngquản or of the Control Board;

2. Record cuộchọp;

3. Advice on its tụccác the meeting, 4. Tincho syndicate members of the Management Board, the Supervisory Board members and shareholders.

Section XI. GENERAL MANAGER (ceo SCREWS) Article 52. General Manager (Director).

1. Run độngNgân as General Manager (Director), the Director-General (Executive Director) there is a number of Vice President (VP). Chief Accountant and chuyênmôn apparatus.

2. The Management Board trịbổ in the number of its members or a person Of giámđốc (Director) and will sign a contract regulating the compensation of salary, benefits and other terms of cácquyền for the Director-General (Director), thườngvà claims the benefits of the ceo (Director) must be reported with hộiđồng shareholders and recorded in the report of the Bank.

3. the Director-General (Giámđốc) who is responsible to the Board, before the law about việcđiều the daily operations of the Bank.


4. Except in the case of management Hộiđồng otherwise stated, the term of Director-General (Director) is banăm. General Manager (the Director) may be appointed. The appointment, miễnnhiệm, recall and the resignation of General Manager (Director) made theoLuật credit institutions, regulation of the State Bank.

5. the Director-General (Giámđốc) is not a position anyone Chief governance, controlling hànhnào in other credit institutions or other companies, except as the Bank's trựcthuộc company and only kept control of management titles at the tytrực in it.

6. Vice President (VP) was Director-General (Executive Director) operating one or a sốlĩnh activity of the Bank as assigned by the Director-General (Giámđốc).

7. Chief Accountant giúpTổng Director (Director) directed to perform accounting, statistics of Ngânhàng, have the rights and duties prescribed by the law.

Article 53. Appointment, dismissal, nhiệmTổng Director (Director).

1. The Management Board trịchỉ was appointed by the decision, dismissing the recall, General Manager (Giámđốc), after the State Bank branch, the city ordered nơiNgân headquarters has accepted. The sequences, procedures, records and change xinthay the election, appointment, resignation and recall. Director General giámđốc was made according to the regulations of the State Bank 2. General Manager (Giámđốc) after having decided the appointment of the Board, was the ngaycông of the new titles are appointed; General Manager (Director) has tráchnhiệm handed the job to the Director-General (Director) new process and to personal chịutrách for his decisions in the time has cáchđảm its mission that titles.

3. tổnggiám case manager (Director) were of course lost as Director General (Executive Director), then the Board must immediately dispatched a Vice President (VP) Business Manager hoặcmột [the absence of Vice President cácđiều assurance event as defined by the State Bank and not subject to quyđịnh in article 37 of this regulation took on the job of Director-General (Chief Director) and have the right to report in writing up the branch bank of the thànhphố, where the Bank is headquartered.

4. Within a period of 60 days from the date of tốiđa General Manager (Director) naturally lose Tổnggiám Director (Director) or the Board received a petition to resign củaTổng Director (Director), Tri County Councils have to find a replacement and tiếnhành the procedure please appoint the Director-General (Director) the new Governor of Ngânhàng State medical standards.

5. Tổnggiám case manager (Director) serious violations of the law, regulation of the water and hàngNhà Bank chartered banks, the Board has the right to temporarily suspend quyềnđiều of the Director-General (Executive Director), at the same time to the election now a Deputy Tổnggiám Director (Deputy Director) or a professional Manager (case no cóPhó, ceo) ensures the conditions as stipulated by the State Bank , not subject to the provisions of article 37 of this regulation worked củaTổng Director (Director) and have the right text report suggested for Pham nhữngsai processing, as well as the title of ceo (Director), sending the water hàngNhà the Bank branch, the city where the Bank is headquartered under the current quyđịnh resolution.

6. During the gianTổng Directors (directors) are not yet standard State Bank y, President of Hộiđồng management and the members of the Management Board, head of the Control Board and Control Board Member cácthành completely responsible before the law before cổđông about all activities of the Bank.

Article 54. Duties and powers of the Tổnggiám Director (Director).

General Manager (Giámđốc) has the duties and powers are as follows: 1. The Board of quảntrị: a) amend banking rules sungĐiều, b) founded in tytrực, c) Open transaction, branches, representative offices, business units;

d) organizational structure and executive management bộmáy at Headquarters, the organizational structure of the sởgiao operating room, branch, Representative Office, business units;

DD) appointment, dismissal, Miami nhiệmPhó, General Director, Chief Accountant; Transaction Manager, branch, Office, phòngđại business units under the provisions of the Charter of the Bank;

e) Regulations độngcủa transaction, branches, representative offices, business units, the company trựcthuộc;

g) decision on lãisuất, Commission rate, the level of penalties for the clients according to the củapháp rules of law;

h) release of phiếumới stock;

I) joint operations plan;

k) capital contribution, purchase cổphần of the business and of other credit institutions;

l) divided, split, hợpnhất, merger, acquisition, dissolution of joint stock commercial banks and the Exchange, affiliates, representative offices, subsidiaries, business units;

m) quyđịnh changes in paragraph 1 article 31 of the law on credit institutions;

n) independent audit organizations to kiểmtoán the activities of the joint stock commercial bank; and o thểviệc) guide implementation of the regulations of the State concerning the Bank.

2. appointment, dismissal, nhiệmcác titles in the jurisdiction is prescribed in regulation by the Board of trịban. Recruitment, discipline and retrenchment for the employees of the Bank; the decision to pay and allowances for employees including management personnel theođúng law and regulations issued by the Board.

3. real hiệnphương Organization project operations when it was approved by the Board.

4. Run quyếtđịnh and the problems related to the business activities of the Bank theođúng Bank, Charter law and the decision of the Board; chịutrách of the Bank's business results.

5. Represent Ngânhàng in international relations, litigation, disputes, dissolution, bankruptcy.

6. Be decided ápdụng the measure exceeded his authority in case of emergency (thiêntai, title graphics, fire, breakdown) and responsible for the decisions that, sauđó to report immediately to the Board, the State Bank and other nướckhác agencies have the authority to tackle next.

7. Subject to the checking, monitoring of the Management Board, supervisory board, State Bank and other cơquan other State jurisdiction with regard to the implementation of this củamình.

8. Reports đồngquản tn, State Bank and other State agencies have the authority under the law quyđịnh on the results of operations of the Bank.

9. The rights and other nhiệmvụ in accordance with the law, the Charter of the Bank and the decision of the admin Hộiđồng.

Section XII. CONTROL BOARD Article 55. Components and terms: 1. cổđông Assembly election, resignation and recall the Control Board members with at least 51% area đôngđại stock total votes vote of all shareholders to attend the họpchấp. Control Board vote, dismissed, Chief of mission control.

2. Control Board sốthành members have a minimum of three and at least half of the members are chuyêntrách. Head of control must be shareholders.

3. The term of thànhviên Control Board have the same term of members of the Board of Kiểmsoát Board members may be re-elected.

Article 56. Duties and powers of the BanKiểm control.

1. After the first cổđông Assembly, who was elected head of the Board and Board members soátchịu the responsibility before the law on the control of work of Bank thànhlập


2. The ngườiđược elected Chief Minister and member of the Board of supervisors is responsible for delivery of tiếpnhận and the work of the elected positions. Bịmiễn people, the mission is responsible for handing the work for new đượcbầu; at the same time to bear personal responsibility for the decision of the mìnhtrong time has kept that title.

3. Control Board cónhiệm service and authority as follows: a) check độngtài Bank's main activities, monitoring the observance of accounting mode, độngcủa inspection system and internal audit banking crab;

b) appraisal report the main cáotài of the Bank; check each issue specifically related to the dynamic đếnhoạt the Bank's finances when it deems necessary or upon determination stockholders General Assembly địnhcủa or under weak demand of major shareholders;

c) frequently thôngbáo with the Board about results of activity; the consultation of the đồngquản value before submitting the report, the conclusions and recommendations to the Council of cổđông;

d) report Greater shareholder hộiđồng on accuracy and honesty, legality of the notes, save giữchứng from and established the accounting, financial reporting; operation of the control system traVà internal audit of the Bank;

DD) proposed amendments phápbổ remedies, improve the financial performance of the Bank in accordance củapháp law;

e hệthống) was used to check and the Bank's internal auditors to carry out the task of củamình;

g) convene an extraordinary shareholder meeting of the Đạihội in the case of the Board have decided to seriously viphạm the Manager's obligations specified in article 86 of law or In excess of jurisdiction and other cases under the địnhtại Charter of the Bank;

h) vàquyền term missions to other provisions of the law and this Charter.

Article 57. The duties and powers of Trưởngban and members of the Control Board.

1. Head of Department Kiểmsoát has the following powers and duties: a) on behalf of the Kiểmsoát Committee to convene extraordinary General Assembly according to the provisions in point g this 1Điều account and point g paragraph 3 Article 56 of the Charter;

b) summon and chủtọa Control Board meeting;

c) assigned to specific task chotừng Control Board members, d) is responsible for nhiệmchỉ the Control Board members to implement the task, quyềnhạn of the Control Board;

DD) suggest the extraordinary session meeting of the quảntrị Council to handle the cases of violation of the provisions of the Charter and phápluật;

e) sởhũu shares the Executive to a minimum and the other provisions of the law, of the Bank Nhànước and this Charter; and g) authoritative for mộttrong Control Board members took the job of head of Department in the absence of time.

2. Board Member Kiểmsoát has the following powers and duties: a) Vote, dismissed, Chief of mission control;

b) control the unAmerican activities business, check the bookkeeping, assets, reports, a determination of the financial toánnăm and recommendations to remedy these violations if there are;

c) Was right to cầucán, the Bank's staff provided data and explain the operations;

d Press the BanKiểm control on the Head) the extraordinary financial events, personal responsibility vềnhững reviews and its conclusion before the General Assembly of shareholders;

DD) for at least a month a vănbản situation report, results in the field of control is assigned to the TrưởngBan control;

e) attend the cuộchọp Board, said Italy had compliments and recommendations, but not thamgia. If there are other comments with the Parliament of đồngquản treatment on the right suggest that recorded his comments on the minutes of the session and the next đượctrực the report before the General Assembly of shareholders;

g) two thirds of the sốthành Control Board members and over have the right to propose a meeting of the Board of phiênbất often and convene an extraordinary General Assembly in case the admin Hộiđồng have serious violations as defined in point g account 3 things this 56Điều;

h) responsible trướcpháp law, before the shareholders about the determination of the accuracy and honesty of the sốliệu, records related to Bank operations. The case of concealed or not kịpthời recommendations for handling violations will be responsible đớikhi Union Mission;

I) perform other tasks quyềnvà under the provisions of this Charter.

3. chuyêntrách members of the Control Board Control Board members, not shareholders are hưởnglương according to the decision of the general shareholders meeting, Board members are public service remuneration soátkhác. Public service remuneration or salary of the viênBan control by the General Assembly of shareholders to decide. Soátđược Board members covered the costs reasonably necessary in the process of implementing nhiệmvụ. Total public service costs (salary or remuneration and the costs of the process thựchiện task) charged to the members and the Board of supervisors public service charges which mỗithành Control Board members have received, are detailed in the annual report củaNgân.

4. the members of the đồngquản, the Director-General (Executive Director) and the members of the Board of the phảicung all the information and documentation relevant to the operation of the hàngtheo Budget requirements of the Control Board and the Secretariat must ensure that all copies of chụpcác financial information and other information is provided for the viênHội Board as well as the minutes of the meeting The Board will have to be cungcáp for the Control Board members at the same time they are offering for the Hộiđồng administration.

Article 58. Replace Kiểmsoát Board members.

1. members of the BanKiểm control will naturally lose status or removal, resignation and danhtheo functions specified in article 38 and article 39 of the Charter. The sequences, procedures, indoor sơxin change and to elected, appointed, dismissed, Mission Chief vàcác Control Board members are made according to the regulations of the State Bank.

2. In the hạnkhông than 15 days from the day the Head control was naturally lose cáchthành Control Board Control Board members, the saints are responsible for nest chứchọp Control Board to elect a member of the Control Board (kiệntheo, current rules) as head of the Control Board. Case no thànhviên Control Board is the shareholders, the Supervisory Board members left the elections mộtthành members to ensure standards of professional ethics, professional vàtrình operating under temporary state banks make sure nhiệmcông the Chief of Control Board and suggested the Board during hạn60 days (since the Head control was naturally lose How to set hànhtriệu) General Assembly of shareholders to elect additional members of the Board of control of the Bank's shareholders sốcác alternative and conducting the procedure of electing the head of Kiểmsoát.

3. Head of Kiểmsoát like to resign as Chief, must have the application submitted to the Board and the Board of Kiểmsoát. Within 60 days of receipt, the Control Board must nest chứchọp to review decisions and proceed with the procedure of dismissal, the papacy and the bầuTrưởng Control Board according to the current rules. The case of the remaining control BanKiểm members not shareholders, within a period of 60 days (since the ngàynhận petition to resign as Chief of control) Control Board must recommend đồngquản Therapy Association convened the General Assembly of shareholders to decide on the number of members of the Board of Kiểmsoát consistent with the provisions of the Charter of the Bank and elects Board members soáttrong of the shareholders of the Bank , then proceed with the procedure of electing the head of BanKiểm control.


4. Kiểmsoát Board members wanted to resign must have single sent to the Board and Control Board đểtrình the most recent shareholder General Assembly decisions 5. Case giảmquá one third of the members of the Board of control or insufficient number of members BanKiểm minimum control under the provisions of the Charter of the Bank, within a period of 60 days from the date khôngquá not enough members of the Board of control, BanKiểm control regulations must recommend the Board convening the General Assembly of shareholders to control board members bầubổ.

6. in the other trườnghợp, the most recent meeting of the General Assembly of shareholders will elect new Kiểmsoát Board members to replace the Control Board members were dismissed, hoặcbổ recall the missing members.

Article 59. The meeting of the Supervisory Board.

1. The meeting thườngkỳ: [the first Kiểmsoát must be held within 30 days after the date of establishment.

Head soátphải Check Control Board meetings convened the first, tentative program, the location of the meeting gianvà meeting before attending merit at least 7 days. Control Board địnhkỳ meeting at least once each quarter and may convene an extraordinary meeting to catch up with the sudden job thờigiải 2. Extraordinary meetings.

Real thườngcủa Control Board meetings are conducted according to the recommendations of: a đồngquản Chairman);

b) at least two basố members of the Board;

c) Chief Kiểmsoát;.

d) at least two members of the Control Board basố;

DD) Director General hoặcnhững other person prescribed by the regulations;

e) Director nhánhNgân the State of the province, the city where the Bank is headquartered.

3. within 15th may, from the date of receiving the text suggest Control Board meeting of mộttrong the objects referred to in points a, b, d, e, e of paragraph 2 of this Article, head of the BanKiểm control to convene and conduct the meeting Ban extraordinary control. Trườnghợp, after twice recommended that the next Major supervisors do not summon cuộchọp Control Board, Board of management and supervisory board members must cóngay the text reports state the Bank branch, the city where hàngchặt Bank headquarters and conduct the meeting of Board of supervisors to handle the job the thờiquyết Council, dismissed, recall the title head of Department, elect a viênBan control to ensure the conditions for holding the title prefect, the hàngNhà Bank standard country y in the correct current rules, or decide to hold extraordinary shareholder hộiđồng to handle the existence and problems yet to be solved (if available).

4. the location of the meeting.

Kiểmsoát Board meetings will be conducted in ởđịa just posted kýcủa Bank.

5. reporting and chươngtrình meeting.

Soátđược Board meeting conducted after 5 days of sending notice to the members of the Board of control. Notice of meeting of Board of supervisors made with Vietnamese text, within đónêu clearly states: the program of the meeting, time, location, and must be accompanied by nhữngtài materials about the problem will đượcbàn silver and voting at the meeting Control Board and all the votes for nhữngthành Control Board member could not attend the meeting. The members of the Supervisory Board nàysẽ send the vote to the Board before the meeting.

6. Number of participants required.

Soátđược Board meeting conducted when two thirds of the members of the Board of control over trựctiếp attend or through replacement is one of the Board members authorized soátđược. The event convened meetings periodically control the first nhưngkhông enough members to attend as head of the control to the next triệutập Control Board meeting for the second time in less than 15 days followed by designators. After twice convened meetings is not enough Control Board members attend, head of the Supervisory Board must notify the Board know and suggest triệutập the extraordinary shareholders meeting Belt within a period not exceeding 30 days theođể of shareholders to consider the status of the members of the Board of control.

7. voting.

a) each Member Hộiđồng Control Board meeting will have a meeting at BanKiểm voting control. If Control Board member cannot attend a meeting, there are thểủy of their voting rights in writing to a member of the Supervisory Board (the object is allowed to participate in the voting) make voting instead.

b) Kiểmsoát Board members have rights concerning the issue given the Control Board decided it won't be allowed to participate in the voting for that matter and not be counted in the sốlượng quorum required to be present at the meeting, also received ủyquyền of the other Control Board members to participate in the vote on that issue.

c) suspected nàonảy was born in a meeting concerning the rights of soáthoặc Board members related to the Member's voting rights Control Board and nhữngnghi that are not members of the Board that control voluntary bằngcách-approved resolution to abandon voting rights, doubt it will be moved to the chủtọa of the meeting. The ruling of the Chairperson will be the last value and kếtluận except in cases when the nature or extent of the interests of members of the Board of the relevant Kiểmsoát that is unknown.

d) any viênBan control would be relevant to a contract described in Article 87.1 củaLuật business will be deemed to have rights to the contract.

8. Declaration of interests: Kiểmsoát Board members if his understanding see relevant either directly or giántiếp to a contract, an agreement or a contract of expected or anticipated delivered with thỏathuận a bank must declare the nature of rights contact quantại meetings of the Management Board and supervisory board meetings quảntrị Council, and Board of supervisors will consider whether concluding the contract or licensing agreement thuậnđó not, as if it knew about the existence of their rights haytrong any other case, the participant must immediately notify the nearest cuộchọp at the Board meeting and the nearest Control Board saukhi members that know there were benefits related.

9. voting majority.

The decision of the BanKiểm control is passed if the majority of members of the Control Board has the right to attend the meeting and vote on thamgia approve.

The case of phiếungang each other then the final decision belongs to the comments of the Chief control hoặcthành Control Board Control Board authorized the Chairperson of the meeting (trườnghợp Head control Office).

10. Case of BanKiểm control opinions by vản a to adopt a decision on a matter of thìquyết are considered to be worth the equivalent of a decision are quabởi Control Board members at a meeting convened and chứcthông often, if: a) Is the tríbằng vản of the most majority of the Control Board members have the right to join the biểuquyết for the problem give please comments;

b) number of Board members present voting participating soátcó in writing to meet the conditions of membership required lượngthành number to proceed to the Control Board meeting.

11. The minutes.


Soátphải Board meetings be recorded in full in the record book. Meeting minutes Board of control was set Free and bằngtiếng must be all the Control Board members attending the meeting kýtên and must jointly take responsibility for the accuracy and honesty of biênbản. The meeting is responsible for the layout and send the minutes of the meeting BanKiểm control for the Control Board members and minutes of which will be considered as proof of nhữngbằng with the conclusions of the work carried out at the meeting that, trừtrường are the complaints concerning the content of the minutes in the thờihạn 10 days from the date the minutes.

SECTION XIII. ORGANIZATIONAL STRUCTURE of BANKS of 60 Articles. The Bank's organizational structure 1. Organizational củaNgân portfolio mainly consists of the following components: a) headquarters;

b) transaction, the branch (chinhánh level 1), representative offices, the business units, the company trựcthuộc;

c) The branch thuộcchi level 1 branch (branches);

d) thuộcchi branch-level clade (branch 3); and giaodịch rooms), transaction (credit).

2. The Bank was phépmở transaction, the branch level 1, level 2 and level 3, representative offices, offices, trading points (loan), business units, the tycon directly when demand under the provisions of the State Bank. Organizational structure of the unit trênsẽ by the Board regulations consistent with the provisions of the law of Article 61. The Organization's headquarters.

How gồmcác headquarters the following components: 1. The Board of Trustees;

2. Control Board;

3. the Director-General (Giámđốc);

4. toánvà control system for internal control.

Article 62. The help the Director-General (Executive Director).

1. The giámđốc Vice President (VP);

2. Chief Accountant;

3. The departments;

4. hoặckiểm internal control audit.

Section XIV. The AUTHORITY INVESTIGATED the BOOKS and RECORDS of the BANK Article 63. The Authority investigated the books and hồsơ.

1. Major shareholders are entitled, tiếphoặc directly through a lawyer or person is authorized, by a request in writing, thẩmtra a list of the shareholders of the Bank and the minutes of the General Council of cổđông during business hours at the Head Office of the Bank's main business and stars chụphoặc excerpts of records. A request of the authorized person must be kèmtheo authorization of the shareholders who represent or a copy of the chứngcủa power of attorney.

2. the members of the đồngquản, the Control Board members, the Director-General (Director) and the other operating viênBan has the right to examine the Bank's ledger, list of shareholders vànhững the books and other records of the banks for purposes related to the nhiệmvụ, their powers on the condition that this information must be kept confidential.

3. The Bank will have to lưuĐiều this rate and the revision, its supplement, license and unAmerican activities, business registration certificate, the bylaws, the certificate minhquyền documents for the ownership of property, the annual financial report has been xácnhận of the independent audit confirmed meeting minutes, the General Assembly of shareholders and management Hộiđồng, the report of the Board of control, accounting books, and any other tờnào paper under the provisions of the law in its headquarters or a place of activity tables trongđịa other headquarters provided that the shareholders and business đăngký Agency was informed of the venue hosting the papers.

4. Every shareholder will cóquyền get a free copy of this Charter. If the Bank has a trangweb, the Charter will be published on this site.

Section XV. WORKERS and UNIONS Article 64. Workers and unions.

General Manager (Giámđốc) will have to build the regulations relating to the recruitment, hiring laođộng, dismissal, salary, social insurance, welfare, reward and celebrate the luậtđối with the employees of the Bank as well as the Bank's relationship with the chứccông group, reporting to the Board of review and the ancient Assembly Newsworld.

Section XVI. DIVISION of PROFIT Article 65. Dividends.

1. the only Bank were paid dividends to shareholders when trading with interest, have completed the tax vàcác obligations other financial obligations prescribed by law.

By decision củaĐại the Council of shareholders and in accordance with the law, dividends will be declared vàchi charged from the Bank's remaining profits, but not exceeding Hộiđồng proposed by the Administration on the basis of honesty after comments of the đôngtại General Assembly of shareholders. The Board must make a list of đượcnhận shareholders dividends, determined the level of dividends to be paid for each stock, the time limit for deferred form vàhình for thirty days before each pay dividends. Notice of trảcổ news publicly must be sent to all shareholders at the latest 15 days before implementing pay dividends. The notice must specify the name, Bank name and chỉcủa shareholders, the number of shares each shareholder's dividend level, for each type of cổphần and the total amount of dividends to which that shareholder is received, the time and the method of paying the cổtức.

2. The Bank will khôngtrả interest for any dividends or other sums can be spent to trảliên a share.

3. any other sum haynhững dividend is paid in cash related to a stock phiếusẽ must be done by Vietnam and Dong can be bằngséc payment or order to pay money to send by post to the registered address of thụhưởng shareholders and shareholders must bear the risks : Also, any dividends or other khoảntiền be paid in cash related to a stock can đượcthực by bank transfer when the Bank has offered the genus tiếtvề banks of shareholders to allow the Bank to perform the chuyểnkhoản the funds directly into your bank account by the shareholders. Ngânhàng will not be demanding access for any funds would be Bank chuyểnbằng bank transfer but the beneficiary shareholders do not receive if the transfer was Ngânhàng according to the details of the Bank by the cổđông which provides.

4. đãchính people registered to hold shares or other securities has the right to receive dividends, share allocation, account, document or message.

5. transfer of shareholders củamình shares during the time between the end of list of shareholders received cổtức and the time to pay dividends then the assignee is the recipient of the dividend từNgân.

Section XVII. The AUDIT SYSTEM and CHECK OUT the TRANỘI, YOU Reserve, FISCAL, ACCOUNTING SYSTEMS Article 66. The audit system and check out tranội.

The Bank will set lậpmột to audit the system and check the following: 1. audit the system, check the dedicated internal (internal control system) in the bộmáy of the Director-General (Executive Director) from giaodịch to the Department Headquarters, branches, representative offices, subsidiaries help General Manager (Director) operating smoothly , safe and lawful operation of the Bank's nghiệpvụ.

Those in the internal check not hệthống Chief of the Bank's other work.

2. check the tranội system and the staff make this profession (Ombudsman internal) poison lậptrong works for the Professional Division, headquarters, branch, vănphòng representative, affiliated companies and independent reviews, conclusions, kiếnnghị in audit, inspection activities.

Article 67. Internal testing staff.

Nộibộ test employees of the Bank have the common standards of Bank staff and have enough cáctiêu the following standards:


1. phápluật understanding, competent that you take.

2. Bachelor of hoặckinh International Bank, financial accounting.

3. Bank work time ítnhất is 3 years.

Article 68. The responsibility of the polygraph system internally.

Nộibộ test system has the following responsibilities: 1. Regular polygraph the observance of the law, the regulation of the State Bank and the Ministry of địnhnội; direct examination of the business activities on all the tạitrụ field office, branches, representative offices, subsidiaries.

2. độngnghiệp activity audit service each period, each sector to assess results business operations and financial status of the Bank.

3. To report promptly thờivới the Director General, the Board and the Board of control test results, internal kiểmtoán and outlined the recommendations to remedy defect exists.

4. The charge of nhiệmkhác as specified by the Director General in accordance with the law, the State củaNgân and this Charter.

Article 69. Powers and responsibilities of the internal inspection system củahệ.

Test systems, internal controls have the following powers and duties: 1. Require the phậnnghiệp service and direct staff to do professional explanation of the work already done, are doing, present a certificate from the Director as text books and notes and other related liệucó (when necessary) in operation to serve the test hoặckiểm math.

2. The proposal Of giámđốc (Director) founded the delegation check, to perform the duties of periodic audits, polygraph or irregularly 3. The Chief polygraph, internal control at the head office or Chief of internal audit in the transaction, chinhánh, representative offices, subsidiaries are to attend the meeting due to the Tổnggiám banker (Managing Director) or directors (transaction, branch, van phòngđại, the company).

4. the recommendations Of the Bank (Director) giámđốc or Director (transaction, branch, Office of đạidiện, the company) processed under the authority for those units, the fish nhâncó violations of the law, the regulation of the State Bank and of Ngânhàng.

5. Other rights đượcTổng Director (Director) assigned in accordance with the law, the Bank's country hàngNhà and this Charter.

Article 70. Financial regime.

1. The Bank accept the financial hànhchế the Government's regulations and the instructions of the Ministry of finance.

2. The Management Board, supervisory board, General Director (Director) phápluật responsible to the Bank, before the State Management Agency regarding the observance of financial củaNgân mode row.

Article 71. Use of capital.

1. The Bank is sửdụng capital to serve in active trading, investing, shopping cốđịnh assets under the provisions of the law.

2. Bank đượcquyền change the capital structure and asset serving for the development of the theoquy activity of the law.

3. The Bank was điềuđộng of capital and assets between the companies have legal personality, lymph nodes toánđộc.

Article 72. The reserve fund.

The Bank was tríchlập the following funds: 1. additional reserve fund sungvốn;

2. Reserve Fund tàichính;

3. pháttriển investment fund services;

4. Reserve Fund trợcấp job loss;

5. Reward Fund;

6. the welfare fund.

Article 73. The financial autonomy of the Ngânhàng.

Self Bank vềtài, responsible of his business activities, hiệnnghĩa service and its commitments under the provisions of the law.

Article 74. Accounting and tax.

1. Food Bank hiệnchế accounting degree, statistics in accordance with the law.

2. item củaNgân fiscal year begins on January 1 and ending on December 31 of the year dươnglịch. The first financial year starting from the date the certification was đăngký business and ends on 31 December of the same year.

3. The Bank will establish sổsách accounting in Vietnamese. The Bank must establish accounting books according to the type of trading. The books that are correctly updated, systematic and sufficient to show minhvà explanation of the transaction.

4. real-hiệnhạch payment bank account system of accounting prescribed by the State Bank.

SECTION XVIII. The ANNUAL REPORT, the RESPONSIBILITY to PROVIDE the INFORMATION, inform the PUBLIC Article 75. The financial report.

1. The Bank established the financial directors thereon in accordance with the law on accounting, statistics and report cáohoạt periodic business activities according to regulations of the State Bank Governor.

2. toánhàng-year-plan report must include a report suggesting interest rates was a hole real and objective situation cáchtrung the interest rate and Bank's hole in your chínhvà a property balance showed an honest and objective love hìnhcác activities of the Bank until the time of the establishment of the interest rate losses settlement reports.

3. In addition to the cáođịnh newspaper, the Bank reported immediately with the State Bank of the hợpsau: a) in khôngbình performance professional activities can affect to the Bank's business tìnhhình;

b) big changes on cơcấu held by the Bank.

4. within chínmươi (90) days from the end of the financial year, the Bank Nhànước Bank filed the annual reports prescribed by law.

Article 76. Publication and notification.

1. tàichính annual reports and other supporting documentation must be submitted to the tax authorities cóthẩm rights and the State Bank to be announced within a trămhai fifty days from the end of the financial year in accordance with the law.

2. Within 120 ngàykể from the end of the financial year, the Bank must publicly report our main account under the provisions of the law of Article 77. Audit.

1. At the latest thirty (30) days before the end of the financial year, the Bank must choose a chứckiểm payment is not the internal auditor to audit its activities. Audit organizations that must be approved by the State Bank.

2. The Bank will be phảichuẩn and the annual accounting report for the independent audit companies after the khikết end of each financial year.

3. independent audit organization of Ngânhàng will check, verify and report on the basis of annual accounting report cáckhoản Bank's expense and must prepare the audit reports and report for cáođó the Board within two (2) months from the end of each nămtài.

4. A copy of the audit báocáo will have to be send attached to each report in accountancy nămcủa Bank.

5. Auditor củatổ audit officials will be allowed to attend any General Assembly of shareholders nàovà gathering notices and other information related to any of the họpnào that the shareholders are entitled to receive and are statements of opinion at the cổđông General Assembly on issues related to Congress's Auditors.

6. The audit cụthể the activities of the Bank are conducted in accordance with the law of The uk credit, audit legislation and guidance documents of the Ngânhàng State.

Section XX. TERMINATING GRAPHIC T and LIQUIDATION Article 78. Reports and special control.

1. in the hợpNgân field have the risk of losing the ability to pay for its customers, hàngphải Bank to immediately report to the Bank on the financial situation, the nhânvà measures have been applied, is expected to apply to the remedy.

2. The Bank may bịNgân the State put into the special control of the hợpsau: a) the risk of loss of ability to pay;

b) Debt cannot afford recovery and cónguy losing the ability to pay; or c) total accumulated kếcủa hole bigger Bank fifty percent (50%) of the total registered capital is vàcác reserve fund.


3. in case of cấpbách, to ensure the ability to pay deposits or interest of the client, the Ngânhàng can be in other credit institutions or the State Bank loans đặcbiệt. This special loan will be repaid in priority before all of the Bank's nợkhác account.

Article 79. Bankrupt Bank.

The bankruptcy hàngthực Banks according to the provisions of article 98 of the credit organization Law and the vềphá law.

Article 80. Dissolve the Bank.

Banks were thểtrong the following cases: 1. cổđông through the General Assembly decided to dissolve and terminate the banking operations under the quyđịnh of law and be approved by the State Bank;

2. When the Bank not unAmerican activities expires please renew license renewals or nhưngkhông activities are approved by the State Bank;

3. Giấyphép is recovered for establishment and operation of the Bank.

Article 81. Liquidate the Bank.

1. in case of Ngầnhàng was declared bankrupt, the bank liquidation is done according to the rules bankruptcy Business Law địnhcủa.

2. When dissolved theoĐiều 80 of this Charter, the bank liquidation proceeding immediately supervised củaNgân State.

3. all costs liênquan to the liquidated by the Bank was liquidated.

Section XXI. Q UYẾT INTERNAL DISPUTES Article 82. Internal dispute resolution.

1. Whenever a complaint or dispute a fine related to the work of the Bank or tớiquyền of shareholders arising from the Charter or from any of the rights or obligations of credit institutions doLuật and the text of the current guidelines and the bấtkỳ of laws or rules of any other administrative rules attach , between: (i) A shareholder haycác shareholders and banks; or (n) any shareholder haycác shareholders and Management Board, supervisory board, General Director, Director) haycán Senior Manager.

Sẽcố stakeholders to resolve disputes through negotiation and mediation. Except for trườnghợp disputes related to the Board or the Chairman of the Board, the Chairman of the Board shall preside over the resolution of the dispute and will love cầumỗi party presented practical factors related to disputes within the working day fad haimươi since the dispute arose. If the dispute liênquan to the Board or the Chairman of the Board, any other party, same routine might require the competent authorities to resolve.

2. If no quyếtđịnh would be achieved in the mediation within [] weeks from when starting the trìnhhòa the award or if the decision of the mediator are not accepted by the parties, any party may bring the dispute out of court.

3. Each Party will chịuchi his charges related to negotiation and mediation procedures. The genus phícủa by the Court the Court ruling party will be.

Section XXII. INFORMATION and SECURITY Article 83. Periodic information.

1. tinđịnh information for bank account holders about the transaction and the balance on their account tạiNgân.

2. The Bank was traođổi information with other credit institutions on banking operations and about clients.

3. The Bank has a tráchnhiệm report, provide the information to the Bank about the trading, UnAmerican activities by staff of the State Bank and cầụ are hàngNhà Banks that provided information related to Bank operations of the clients with the Bank.

Article 84. Confidentiality obligations.

1. The staff of the Ngânhàng and the people concerned are not secrets revealed the secret of mậtkinh and National Bank that I know.

2. đượcquyền Bank declined the request of the organization or individual about providing relevant information đếntiền sent, the customer's property and operations of the Bank, unless otherwise cóyêu bridges of competent State agencies under the provisions of the French luậthoặc the consent of customers.

Section XXIII. IVORY Y EFFECT Article 85. Effective date.

This Charter has hiệulực since the State Bank of Vietnam is the medical standard./.