Decision No. 07/NH-QĐ Issuing Model Charters for Banks and Credit Institutions

Pursuant to …;

Issuing model charters for banks and credit organizations 

GOVERNOR OF THE STATE BANK OF VIETNAM

Based on the Law on the Organization of the Council of Ministers dated July 4, 1981;

Based on the Ordinance on the State Bank of Vietnam, the Ordinance on Banks, Credit Cooperatives, and Financial Companies dated May 23, 1990;

Based on Decree No. 196/HĐBT dated November 12, 1989 of the Council of Ministers stipulating the tasks, powers, and responsibilities for state management of ministries;

Pursuant to the proposal of the Director of the Department of Banks and Credit Organizations,

 DECISION:

Article 1. Now we issue the following model charters as a basis for establishing specific charters for banks and credit organizations.

1. Model charter for state-owned banks

2. Model charter for joint-stock commercial banks

3. Model charter for joint-stock financial companies

4. Model charter for credit cooperatives

Article 2. This Decision takes effect from the date of signature.

Article 3: The heads of the Office of the State Bank of Vietnam, the Director of the Department of Banks and Credit Organizations, the heads of relevant units at the Central Bank, the Directors of provincial, city, and special zone branches of the State Bank, and all legal and natural persons within the territory of Vietnam who wish to establish banks and credit organizations shall be responsible for implementing this decision.

MODEL CHARTER
JOINT STOCK COMMERCIAL BANK
(SHORTHAND FOR JOINT-STOCK BANK)

(Issued pursuant to Decision No. 07/NH-QĐ dated January 8, 1991 of
The Governor of the State Bank of Vietnam)

Chapter I. GENERAL PROVISIONS

1. Name of the Joint-Stock Bank (full name and shorthand name) in Vietnamese, and if necessary, in English or French.

2. Nature of ownership, purpose, and scope of operations: The joint-stock bank belongs to collective ownership of shareholders; it engages in monetary business and services in economic and technical sectors such as agriculture, fisheries, rural development, industry-commerce, export of goods and foreign services, maritime development, small-scale industries, investment and industrial development, construction, science and technology...

3. Legal personality and financial autonomy: It is a legal entity established voluntarily by shareholders (clearly stating the names of legal and natural person shareholders). The main office of the joint-stock bank with its branches is the sole legal entity, having its own seal, independent in assets, and fulfilling obligations towards the state. The charter capital is contributed by shareholders, financially autonomous; it bears responsibility for business results and commitments to customers under the law; it has a balance sheet.

4. Headquarters, location, and operational area: The headquarters is located within the country (name of province, city, and address number, street, telephone number, main account at the State Bank, if determined and legally valid). Branches can be set up within the country (if permitted by the State Bank) and when permitted by the state and approved by foreign countries, branches or representative offices can be set up abroad. Operational area: Clearly specify the operational area belonging to the province, city...

5. Duration of operation: Not less than 20 years from the date of obtaining the operating license.

6. Principles of organization and governance, management: Voluntary establishment of a joint-stock bank in the form of a joint-stock company by owners and traders according to the law Equality, democracy, and respect for the law The highest decision-making body of the joint-stock bank is the Shareholders' Meeting. The Shareholders' Meeting elects the Board of Management to manage the bank between two Shareholders' Meetings, and elects the Supervisory Board to oversee the bank's business activities. Management of the bank's operations is conducted by the General Manager or Director.

Article 2. This Decision shall take effect from the date of signature.

Chapter 2. CONTENTS OF BUSINESS OPERATIONS

1. Banking operations of Joint Stock Banks

a. Fund-raising: Exploiting short-term and long-term domestic sources of funds (and foreign sources, if permitted by the State Bank) from all organizations and residents belonging to various economic sectors: Various types of term deposits and non-term deposits Issuing deposit certificates When specifying the above contents, respect and comply with the limits on fund-raising prescribed in the Banking Ordinance, Credit Cooperatives - Savings and Finance Companies: total amount of funds raised not exceeding 20 times the capital stock (actual paid-in capital + reserve fund + undistributed profits).

b. Accepting funds: accepting entrusted investment and development funds from organizations

Article 3. The Director of the Office of the State Bank, the Heads of the Departments of Commercial Banks and Credit Institutions under the State Bank, the heads of relevant units at the Central Bank, the Governors of the State Bank Branches in provinces, cities, and centrally-administered municipalities, legal entities and individuals within the territory of Vietnam who wish to establish commercial banks and credit institutions are responsible for implementing this Decision.

MODEL CHARTER OF JOINT STOCK COMMERCIAL BANK (REFERRED TO AS JOINT STOCK BANK) (Issued pursuant to Decision No. 07/NH-QĐ dated January 8, 1991 of the Governor of the State Bank)

Chapter c. On lending. Short-term lending (advance payment or direct lending) to enterprises, organizations, and individuals permitted to engage in production, trade, and service activities.
Medium and long-term lending, depending on the nature and capacity of the source of funds, yielding economic benefits and profits, and being repaid on time.
Discounting commercial bills, bonds, and other negotiable instruments
Respect and comply with the limits on lending prescribed in Article 25 of the Banking Ordinance, Credit Cooperatives, and Finance Companies, specifically:
A joint-stock bank may not lend more than 10% of its own capital (including actual paid-up capital + reserve fund + undistributed profits) to a single customer; the total amount lent to the ten largest borrowers may not exceed 30% of the total outstanding loans of the joint-stock bank.
Joint-stock banks must ensure their liquidity as stipulated in Article 44 of the State Bank of Vietnam Ordinance.
Mandatory maintenance of statutory reserve funds
Mandatory maintenance of other sources of deposits to be ready to settle deposit withdrawals and debts as prescribed by the State Bank.
Minimum statutory reserve ratio and other safety ratios
Must publish and strictly adhere to interest rates, commissions, fees, penalty amounts applicable to all banking operations.
Shall not grant preferential treatment to the following parties in lending, interest collection, interest payment, fees, commissions, and penalties other than customers;
Members of the Board of Directors and those managing credit institutions
Supervisors and auditors of credit institutions
Spouses or direct relatives up to three generations of members of the Board of Directors, managers, supervisors, and auditors.
Shareholders owning more than 10% of voting shares of credit institutions;
Appraisal agencies of credit institutions and all members thereof;
Companies having one of the aforementioned persons participating in shares of 10% or more
Companies controlling credit institutions
Shareholders owning more than 10% of voting shares of another company controlling credit institutions
In cases where these parties are considered and decided to be lent by the Board of Directors, the total amount of loans shall not exceed 5% of the credit institution's own capital (Article 30, Banking Ordinance, Credit Cooperatives, and Finance Companies).

Chapter D. Joint Ventures and Joint Stock Investments. Only through own capital (including actual paid-in charter capital + reserve fund + undistributed profits).
Respect and comply with the limits on scale and volume of capital for production and business organizations and credit institutions as prescribed in the Banking Ordinance, Credit Cooperative Ordinance, and Financial Company Ordinance. Specifically:
Joint-stock banks may only use their own capital to invest in joint ventures or purchase shares, but not exceeding 10% of the own capital of the production and business enterprises in which they invest or purchase shares.
Prohibit joint-stock banks from participating in contracts or using methods to gain control over the money market, financial market, foreign exchange market, or unfair advantage over third parties or credit institutions permitted by the State Bank to transfer.

Chapter D. Money Business and Foreign Services. Own capital must reach a level equivalent to between five million to ten million US dollars (USD) and must have a period of operation that earns trust from customers before being approved by the State Bank.
Respect the regulations on foreign exchange management
e. Other services:
Provide payment services between customers
Joint-stock banks may carry out the following operations if they meet the conditions and are approved by the State Bank;
Gold, precious metals, currency exchange for foreigners, remittance payments
Custody, buying and selling, transferring, managing securities and other negotiable instruments
Carry out leasing credit operations; provide credit guarantees for economic organizations
Consulting services on monetary matters, asset management, credit investment project development, and entrusted investments

2. Rights and responsibilities in business activities Announce, list, and strictly implement specific deposit interest rates (not lower than the minimum rate set by the State Bank) and lending interest rates (not higher than the maximum rate set by the State Bank). Commission ratios, fees, and penalties in money business and banking services according to the State Bank's regulations. Initiate civil disputes and request criminal prosecution related to joint-stock bank activities. Decide on establishing, merging, and dissolving branches upon written approval by the State Bank; manage and be responsible for the organizational structure, staffing, salary fund, and personnel of the joint-stock bank. Financial autonomy, self-funding, and responsibility for business results, growth, and capital preservation of the joint-stock bank. Be legally responsible for all activities; bear material responsibility towards customers with the entire own capital and other lawful assets of the joint-stock bank (including charter capital, reserve funds, movable and immovable property); keep confidential information and data about customer activities, except when required in writing by legal authorities as stipulated by law. Rights towards borrowing customers Request presentation of documents, files, and provision of information on production and business financial status for loan decision-making Refuse credit relations if found to be illegal, unprofitable, or unable to repay on time. Respect and comply with monetary policy management tools and measures set by the government. Minimum required reserve ratio Cash and foreign currency holding limits Discount rate and minimum deposit interest rate, maximum lending interest rate. Exchange rates on the market organized by the State Bank Scope and extent of own capital participation in the capital and money markets Reporting system and subject to State Bank inspection.

Chapter III. OPERATING CAPITAL. Specify the types of capital of joint-stock banks (authorized capital, raised capital, received capital, borrowed capital, other capital) and the directions for using each type of capital (depending on the ability and nature of short-term or long-term sources of funds, they should be used for appropriate purposes, but it is absolutely necessary not to use short-term capital for long-term loans).

1. Authorized Capital The State Bank of Vietnam announces the minimum level at the beginning of each fiscal year for credit organizations preparing to establish themselves as a basis for determining their authorized capital and raising share capital. When the authorized capital reaches 50% of the prescribed level deposited into a frozen account at the State Bank of Vietnam, only then will an operating license be issued. The remaining authorized capital must be contributed according to the deadline set by the shareholders' meeting, but no later than 12 months from the date of issuance of the license. Authorized capital can be supplemented and increased when necessary, through issuing new shares and incorporating reserve funds into the authorized capital after approval by the Governor of the State Bank of Vietnam. Authorized capital is used for activities: Purchasing fixed assets and initial equipment necessary for banking operations Developing banking technical and business skills Joint ventures and partnerships Banking service businesses Necessary reserves regarding movable and immovable property Purchasing shares, lending to other credit institutions Authorized capital may not be used to distribute profits, allocate or disperse assets to the owners of joint-stock banks in any form.

2. Raised Capital This is the asset of the owners, the bank has the right to use and is responsible for repaying both principal and interest on time. Clearly specify the types of deposits under various forms. Raised capital is only used for credit activities and may not be used for joint ventures, purchasing shares, other banking services businesses, and purchasing assets, paying operational expenses for the bank. Respect and comply with the limits on raised capital, mandatory minimum reserves, capital safety ratios, and avoid risks.

3. Received Capital: Receive capital according to entrusted investment development, must be used strictly according to the requirements of the entrusting organization or individual and the procedures for managing investment development capital.

4. Borrowed Capital: Borrowing from the State Bank of Vietnam, borrowing from foreign banks, borrowing from domestic credit institutions.

5. Other Types of Capital: Various types of capital formed during the course of operations and the scope of their use.

Chapter I. SHARES - SHAREHOLDERS

1. Shares Based on the authorized capital (as stipulated in Point 1, Chapter III), clearly specify the number of shares, recorded in multiple shares of equal par value. Shares are issued in the form of share certificates bearing the name and are transferable and inheritable according to the provisions of the law. Share transfers must be approved by the Board of Directors and registered at the main office of the joint-stock bank. If the number of shares to be transferred exceeds 15% of the authorized capital, it must be approved by the State Bank of Vietnam (Article 9, Banking Ordinance, Credit Cooperative and Financial Company Ordinance). The capital contribution for shares can be in Vietnamese dong, convertible foreign currency, or gold, valued at the market price at the time of issuance of the share certificate, and the share certificate can be increased after the first issuance of shares according to the decision of the shareholders' meeting and must be approved by the State Bank of Vietnam. Foreign legal entities and individuals can purchase shares of joint-stock banks according to the quantity and ratio in the authorized capital prescribed by the State Bank of Vietnam. One share represents one vote when participating in elections and voting at the shareholders' meeting. In cases where there are many shares, clearly specify the minimum number of shares required to elect shareholder representatives (usually one shareholder representative represents the interests of no more than 10 shares). Shareholders may not withdraw share capital in any form, except in the case of dissolution of the joint-stock bank.

2. Shareholders Shareholders of joint-stock banks are owners of one or more shares of joint-stock banks, but may not own more than the ratio prescribed by the State Bank of Vietnam (a natural person up to 10% of the authorized capital and a legal entity up to 40% of the authorized capital). Duties of shareholders Contribute fully to the registered share capital and comply with the regulations of the joint-stock bank's charter regarding capital contributions Adhere to the joint-stock bank's charter that has been adopted by the shareholders' meeting Strictly implement resolutions of the shareholders' meeting Rights and responsibilities Entitled to dividends based on business results Given priority to purchase shares whenever the joint-stock bank increases its capital and buys and sells, transfers shares according to the provisions of the joint-stock bank's charter. Nominate and elect members of the Board of Directors and Supervisory Board of the joint-stock bank. Participate in the shareholders' meeting to discuss and vote on resolutions of the shareholders' meeting, criticize, question, and make recommendations about the work of the Board of Directors, General Director, and Supervisory Board regarding the business operations of the joint-stock bank. Request extraordinary shareholders' meetings Be regularly and promptly informed about the overall situation of the joint-stock bank's operations. Bear responsibility for the debts of the joint-stock bank within the limit of the contributed share capital. Protect the interests, assets, and keep confidential about the activities of the joint-stock bank.

Chapter V. ORGANIZATION, MANAGEMENT AND ADMINISTRATION, SUPERVISION

1. Organizational model of Joint Stock Bank: The Joint Stock Bank has its headquarters and may have branches under it. If permitted by the State Bank and approved by foreign authorities, it can establish branches or representative offices abroad.

2. Shareholders' Meeting: The highest decision-making body of the Joint Stock Bank is the shareholders' meeting. The shareholders' meeting includes: the first shareholders' meeting, annual shareholders' meetings, and extraordinary shareholders' meetings.

a. First Shareholders' Meeting: The composition includes legal entities and individuals who are founding shareholders and other shareholders (founding shareholders must collectively purchase at least 20% of the planned issued shares of the Joint Stock Bank). The first shareholders' meeting must have a group of shareholders representing at least 3/4 of the charter capital of the Joint Stock Bank. Tasks: Approve the articles of association, business direction, and monetary and banking services. Elect the Board of Directors and the Supervisory Board. Decide on the organizational structure and management personnel (general manager or director and deputies). Approve the program and set the completion time for conditions and documents to apply for the State Bank's operating license.

b) Annual Shareholders' Meeting: Held once a year, convened by the Chairman of the Board of Directors. An annual shareholders' meeting is valid if more than 2/3 of the shares of the Joint Stock Bank are present. Decisions of the meeting are made by majority vote based on the shares of present shareholders. Tasks and powers: Determine the development direction and annual business plan of the Joint Stock Bank; Approve the Board of Directors' report on operational status and business results, and the Supervisory Board's report; Approve the financial settlement of the fiscal year, profit distribution and fund utilization plans proposed by the Board of Directors; Vote to increase the charter capital and issue stocks; Examine violations by the Board of Directors that cause damage to the Joint Stock Bank; Elect the Board of Directors and the Supervisory Board for new terms or to fill vacancies.

c) Extraordinary Shareholders' Meeting: Convened upon request of the Chairman of the Board of Directors, two-thirds of the Board members, two-thirds of the shareholders, or upon request of the Supervisory Board. An extraordinary shareholders' meeting is valid if two-thirds of the shares of the Joint Stock Bank are present. Tasks and powers: Decide on emergency measures affecting the existence of the Joint Stock Bank; Resolve serious litigation disputes; Decide on the dissolution of branches, removal, re-election, and replacement of Board of Directors and Supervisory Board members; Vote to amend, supplement, or revise the articles of association. Other urgent matters. Voting must be supported by two-thirds of the shares of present shareholders to be valid.

3. Board of Directors: The Board of Directors is the highest authority of the Joint Stock Bank between two shareholders' meetings. The Board of Directors is elected by the shareholders' meeting, consisting of 3 to 12 members: Chairman;

1-2 Vice Chairmen (with a first vice chairman); Members. Members of the Board of Directors are elected with a majority vote through direct and secret ballot. The term of the Board of Directors can range from 2 to 5 years, and during each term, some members need to be replaced. Situations where individuals cannot be appointed to the Board of Directors and methods for replacing Board members must be clearly stated in the Joint Stock Bank's articles of association. Tasks and powers of the Board of Directors: Manage the Joint Stock Bank according to the articles of association and resolutions of the shareholders' meeting, and bear responsibility before the shareholders' meeting for any mismanagement, violation of laws, or damage to the Joint Stock Bank. Present the operational status, expected profit distribution, dividend payment, and financial settlement reports of the Joint Stock Bank, development directions, and business plans to the shareholders' meeting. Set up reserve funds, dividends, and fund usage methods according to shareholders' meeting decisions. Decide on business methods, capital raising, capital increase, and asset transfers of the Joint Stock Bank. Set specific interest rates and commission ratios, fees, and penalties according to State Bank guidelines. Decide on the organizational structure, staff regulations, payroll, and salary funds of the Joint Stock Bank. Appoint and dismiss the General Manager (Director) of the Joint Stock Bank. Consider delegating the General Manager (Director) of the Joint Stock Bank to initiate lawsuits or prosecutions related to the bank's rights and assets. Propose amendments to the articles of association. Decide on convening shareholders' meetings. Decide on external business relationships of the Joint Stock Bank. The Board of Directors meets regularly every two months but not longer than three months. A Board meeting is valid if two-thirds of the Board members are present, and decisions are made by a majority of present members. In case of a tie, the side with the Chairman's or the first Vice Chairman's (if the Chairman is absent) vote wins. Board decisions are recorded in the minutes and become effective only with signatures of the chairperson and secretary of the meeting. Board members do not receive monthly salaries but receive remuneration for their duties and are reimbursed for necessary expenses. The level of remuneration is decided by the shareholders' meeting.

4. The management of a joint-stock bank shall be the General Director (or Director). Duties and powers: To manage all business operations of the joint-stock bank in accordance with the law, the charter of the bank, and the resolutions of the shareholders' meeting. To select and propose to the Board of Directors for appointment or dismissal of Deputy General Directors (Deputy Directors), Chief Accountants. To recruit, discipline, and terminate employment of bank employees according to regulations issued by the Board of Directors. To sign reports, contracts, and vouchers of the joint-stock bank. To submit financial operation reports and business results of the joint-stock bank to the Board of Directors. To be responsible for all business activities of the joint-stock bank before the Board of Directors and shareholders. The General Director (or Director) may have an Assistant General Director (or Assistant Director) selected and proposed for appointment by the General Director or Director.

5. The organization of the Board of Directors and the selection of the General Director (or Director) must follow the following procedures: A majority of Board of Directors members, the Chairman of the Board of Directors, and the General Director (or Director) must be Vietnamese citizens. The General Director or Director does not necessarily have to be a shareholder, appointed and dismissed by the Board of Directors based on the decision of the shareholders' meeting and recorded in the charter. A member of the Board of Directors may not concurrently hold any executive position within their own bank (except for the position of General Director or Director). A member of the Board of Directors of a joint-stock bank may not concurrently serve as a member of the Board of Directors of more than two other production and business organizations and as Chairman of the Board of Directors; they may not concurrently hold any executive position within their own bank or at other production and business organizations and credit institutions. State officials and active military personnel may not serve as members of the Board of Directors or General Directors (or Directors) of a bank in their personal capacity. The General Director (or Director) of a joint-stock bank must be a graduate of economics, finance, banking, or equivalent fields, possessing sufficient knowledge and experience in managing a bank. Members of the Board of Directors, General Directors (or Executive Directors), and the Audit Committee must be approved in writing by the Governor of the State Bank of Vietnam.

6. Supervision of the joint-stock bank's activities: The shareholders' meeting elects and dismisses the Audit Committee. Members of the Audit Committee must be knowledgeable about banking technical operations. Members of the Audit Committee must be shareholders but cannot be members of the Board of Directors; they cannot concurrently hold any of the following positions: General Director, Director, Deputy Director, Chief Accountant, nor can they be direct relatives up to three generations or spouses, parents, or children of Board of Directors members or Directors, Deputy Directors. The term of office of the Audit Committee is the same as that of the Board of Directors. Members of the Audit Committee may be re-elected. Duties and powers: To supervise the business and financial activities of the joint-stock bank. To request bank staff to provide information, data, and explanations related to the bank's business activities. To report to the shareholders' meeting on supervisory work with independent opinions. To attend Board of Directors meetings, express opinions, and make recommendations, but not participate in voting. To request the Board of Directors to convene an extraordinary shareholders' meeting. Members of the Audit Committee do not receive salaries but are compensated according to the decision of the shareholders' meeting.

Chapter VI. ACCOUNTING, PROFIT, FUNDS

1. Accounting: The fiscal year of a Joint Stock Bank begins on January 1 and ends on December 31 each year. Accounting shall be conducted according to the accounting system issued by the State Bank. Accounting must comply with the provisions of the Accounting and Statistics Ordinance and Articles 40, 41, and 42 of the Banking, Credit Cooperatives, and Financial Companies Ordinance.

2. Profit: Specifically regulated by the financial regime established by the State for joint stock companies. Total profit: total income minus total expenses. Net profit: total profit minus tax.

3. Distribution of profits and funds: Before distributing dividends to shareholders, reserves must be established.

a) Reserves formed from net profit: Reserve Fund: 5% of net profit to supplement the charter capital up to the maximum level prescribed by the State Bank; Special Reserve Fund: 10% of net profit until it equals 100% of the charter capital; Shareholders may request the establishment of additional non-mandatory funds (which can be used to cover losses, increase charter capital, or left for distribution as dividends); Technical Development Fund; Reward Fund; Welfare Fund.

b) Funds not formed from profit: Depreciation Reserve for Fixed Assets; Large Repair Reserve; Other funds as prescribed by financial laws. Specify the principles and authority to decide on the use of each fund above. Handling cases of business losses: A general meeting of shareholders must be convened to make decisions. There are two methods of resolution: Drawing from the reserve fund (excluding the special reserve fund); Transferring part of the loss to the next year. In both cases, the Joint Stock Bank must take measures to reduce costs, increase capital sources, find markets, expand monetary and banking services effectively within the framework of the law to restore operations. If losses continue, they will be handled according to Article 45 of the Banking, Credit Cooperatives, and Financial Companies Ordinance.

Chapter VII. LITIGATION, DISPUTES, LIQUIDATION, DISSOLUTION

1. Regarding litigation and disputes: The Chairman of the Board of Directors of the Joint Stock Bank is the representative of the Joint Stock Bank before the law. The Joint Stock Bank has equal rights before the law with all legal entities and individuals when there is litigation or dispute. Respect and comply with the legal sanctions stipulated in Article 47 of the Banking, Credit Cooperatives, and Financial Companies Ordinance and other relevant legal documents.

2. Regarding dissolution and liquidation: Specify specific cases of branch or full dissolution such as: Expiration of the operating period recorded in the articles of association without extension. Shareholders' meeting votes to dissolve, split, or merge. Court decision suspending operations. The State Bank revoking the operating license. Regulations on responsibilities during liquidation (responsible persons, costs, and liquidation supervisory body).

Chapter VIII. FINAL PROVISIONS . Effective date of the articles of association (the day the State Bank issues the operating license).
Right to amend and supplement the articles of association (approved by the shareholders' meeting and consented to by the State Bank).
Denial of the articles of association prior to or after the provisions of the previous articles of association (if applicable).
MODEL CHARTER
CREDIT COOPERATIVE
(Issued pursuant to Decision No. 07/NH-QĐ dated January 8, 1991)

Chapter I. GENERAL PROVISIONS

1. Name of the Credit Cooperative: Full name and abbreviated name in Vietnamese.

2. Nature, purpose, and scope of operation: The Credit Cooperative is a credit organization under collective ownership, established based on voluntary participation and contributions from members. The Credit Cooperative mobilizes member funds to lend to members for production, commodity circulation, living needs, and combating usury and exploitative practices such as "they," "hui" at the local level. The Credit Cooperative is organized in communes, towns, or wards where conditions for operation are met.

3. Legal status and financial autonomy: The Credit Cooperative has legal status, its own seal, independent economic accounting, bears responsibility for assets, business results, and fulfills obligations to the State.

4. Organizational principles and management: The Credit Cooperative is organized and operates on the principles of voluntariness, mutual benefit, and democratic management. The highest power organ of the Credit Cooperative is the members' assembly; the members' assembly elects the Board of Directors and the supervisory board of the Credit Cooperative. The management of the Credit Cooperative is carried out by the Management Board. The Management Board is appointed and dismissed by the Board of Directors. The list of the Board of Directors, Supervisory Board, and Management Board is approved by the State Bank.

5. Head office, address, operational area: Location of the main office and operational area (specify province, city, district, commune, house number, street, village...).

6. Duration of operation: Not less than 10 years, starting from the date the State Bank issues the operating license.

Chapter II. CONTENTS OF BUSINESS OPERATIONS

1. Capital business operations:

a) Registered capital: contributed by members through share capital contributions.

b) Mobilizing various types of member deposits. Credit cooperatives shall not mobilize deposit capital exceeding ten times their own capital (actual share capital + reserve fund + undistributed profits).

c) Short-term borrowing from the State Bank and other credit organizations in accordance with the regulations of the State Bank, and a maximum of thirty percent of their own capital (actual registered capital + reserve fund + undistributed profits).

2. Capital utilization operations: Providing short-term loans to members for production, commercial services, and living needs.

3. Agency and agency service operations: Depending on conditions, credit cooperatives may enter into contracts with commercial banks to act as agents or provide certain banking services and receive commissions for these tasks, the commission rate being agreed upon by both parties according to the ceiling set by the State Bank.

4. Rights and responsibilities:

a) Credit cooperatives must strictly comply with the principles and systems regarding credit, currency, and payments as prescribed by the State Bank; publicly posting specific interest rates for lending, deposits, fees, commissions, and penalties applicable at each time point. Ensuring safe capital ratios and payment capabilities; not concentrating capital for a few borrowers; not lending more than ten percent of the actual registered capital and reserve fund to a single member; the total amount lent to the ten largest borrowers shall not exceed thirty percent of the cooperative's outstanding loan balance. Ensuring sufficient liquidity consistent with the State Bank's regulations to have ready funds for deposit withdrawals and debts requested by members. Bearing full legal responsibility if unable to repay member deposits. Opening deposit accounts at the State Bank (or authorized commercial banks) and maintaining a minimum required reserve balance as stipulated by the State Bank. At the same time, ensuring the maintenance of safe capital ratios and payment capabilities. Not engaging in joint ventures, purchasing shares, or lending to state-owned enterprises and collective economic organizations.

b) Credit cooperatives have the right to request borrowers to provide financial information, legal assets for collateral, and sources of repayment before deciding to lend or refuse a loan if it is deemed economically ineffective and lacking the ability to repay on schedule.

c) Credit cooperatives have the right to apply credit sanctions against borrowers, file complaints with legal authorities, or initiate lawsuits against borrowers who delay, evade repayment, misuse borrowed funds for speculative purposes, stockpile goods, lend at high interest rates, or participate in exploitative loan syndicates.

d) Within the range of minimum deposit interest rates and maximum lending interest rates prescribed by the State Bank, credit cooperatives have the right to announce specific interest rates for deposits and loans at appropriate times in line with market conditions and their operational content.

e) The relationship between credit cooperatives and commercial banks in terms of lending, deposits, agency services, and other services is equal, mutually beneficial, cooperative, and supportive.

h) Credit cooperatives must bear responsibility for the results of their business operations, for strengthening and preserving capital, financial autonomy, self-assurance of costs, and accountability for their commitments to customers.

Chapter III. OPERATING CAPITAL

1. Registered Capital:

a) The charter capital of the Credit Cooperative must reach the minimum level announced by the State Bank at the beginning of each fiscal year.

b) Based on the above minimum capital, the founders of the Credit Cooperative shall specify the charter capital amount and the number of equal shares for members to contribute capital. Each member may contribute one or more shares, but not exceeding 10% of the charter capital of the Credit Cooperative.

c) When the charter capital reaches 50% and has been deposited into a frozen account at the State Bank or a bank authorized by the State Bank, the Credit Cooperative will be granted an operating license. The remaining charter capital must be fully contributed within the time limit set by the member assembly, but no later than 12 months from the date of issuance of the license. If the required capital is not fully contributed beyond this period, the State Bank will revoke the issued license.

d) Shares are represented in the form of named share certificates, which can be transferred and inherited according to the law. Share transfers must be approved by the Board of Directors and registered with the Management Board of the Credit Cooperative. Each share is a voting and decision-making ticket at the member assembly. Members receive dividends based on the cooperative's annual business results (no fixed interest rate). Members can only withdraw their share capital when the Credit Cooperative is liquidated and dissolved; however, the Credit Cooperative must use actual capital, including the charter capital, to prioritize repayment to depositors.

e) The charter capital can be supplemented through the issuance of new shares or the admission of additional members, subject to approval by the State Bank.

2. Raised Capital: This is the property of the owners, which the Credit Cooperative is entitled to use for business purposes and must be responsible for repaying both principal and interest to the owners. The Credit Cooperative is only allowed to raise deposits from members in both term and non-term forms and can only use such funds for short-term loans; it must respect and comply with the limits on raised capital as prescribed by the State Bank.

Chapter IV. MANAGEMENT AND OPERATION

1. Member Assembly: The Member Assembly (or the Representative Member Assembly) must have members representing at least 3/4 of the charter capital of the Credit Cooperative; it is the highest decision-making body of the Credit Cooperative, typically convening once a year. The Member Assembly has the authority and responsibilities:

a) To approve reports on the implementation of resolutions from the previous assembly, decide on the direction of operations for the upcoming period, review financial settlements, and determine profit distribution plans.

b) To examine violations by the Board of Directors that cause damage to the Credit Cooperative; elect, dismiss, or supplement members of the Board of Directors and the Supervisory Board. Additionally, extraordinary assemblies can be organized upon request of two-thirds of the Board of Directors' members, members representing two-thirds of the Credit Cooperative's charter capital, or upon request of the Supervisory Board.

2. Board of Directors: The Board of Directors of the Credit Cooperative consists of the Chairman, Vice-Chairman, and several members elected by the Member Assembly. The term of the Board of Directors is from 1 to 2 years. The tasks and powers of the Board of Directors include managing the Credit Cooperative in accordance with its regulations and member assembly resolutions; being accountable to the Member Assembly for management errors, violations of regulations, laws, or causing damage to the Credit Cooperative. Presenting the operational situation to the Member Assembly; reporting on financial settlements, proposed profit distribution, dividend allocation, development directions, and business plans. Appointing and dismissing members of the Management Board; Deciding to convene the Member Assembly. The Board of Directors decides by majority vote of present members. In case of a tie, the side with the Chairman's (or Vice-Chairman's if the Chairman is absent) vote during the session is decisive. Decisions of the Board of Directors must be recorded in the minutes and signed by the Chairperson and the session secretary to be valid. Board of Directors members do not receive salaries but are entitled to public service fees; the fee level is determined by the Member Assembly.

3. Management Board: The Management Board of the Credit Cooperative includes the Director and Deputy Directors. The Director is a member of the Board of Directors, but the Chairman of the Board cannot concurrently serve as the Director. The tasks of the Management Board include controlling daily transactions, being responsible for managing the Credit Cooperative's business activities, signing cooperative documents and reports. Staff in the Management Board and business personnel receive monthly salaries or allowances and other benefits provided by the Credit Cooperative (if available). The monthly salary or allowance level is decided by the Member Assembly based on business results and individual contributions.

4. The following individuals are ineligible for election to the Board of Directors and Management Board or are automatically dismissed if: They are under criminal investigation; They have been convicted of offenses against national security, socialist ownership, citizen ownership, economic crimes; They have been convicted of other criminal offenses that have not been expunged; They have been sentenced abroad for crimes recognized as crimes under Vietnamese law and have not been expunged, or declared bankrupt and have not regained rights.

5. The Chairman of the Board of Directors, the Chairman, and the Chief Accountant of the Credit Cooperative must be individuals knowledgeable about Credit Cooperative operations.

6. Supervisory Board: The Supervisory Board is elected by the General Assembly and consists of individuals knowledgeable about business operations and accounting for credit cooperatives. The Supervisory Board shall have from two to three members, including one Chairperson. Members of the Supervisory Board shall not be members of the Management Board or the Executive Board. The term of office of the Supervisory Board is the same as that of the Management Board. The Supervisory Board operates independently, conducting periodic or ad hoc reviews of the activities of the Management Board, the Executive Board, and the business operations of the credit cooperative, and must be accountable for its activities before the General Assembly. The Chairperson of the Supervisory Board signs off on the annual settlement report of the credit cooperative, attends Management Board meetings, and expresses independent opinions without participating in voting. In cases of urgent matters, the Supervisory Board has the right to request the Management Board to convene an extraordinary general assembly meeting to examine and address them. Members of the Supervisory Board receive remuneration as decided by the General Assembly.

Chapter V. ACCOUNTING AND PROFIT DISTRIBUTION

1. Accounting: Credit cooperatives apply the double-entry accounting system issued by the State Bank. All daily business transactions must be recorded in accounting books with valid and legal vouchers, fully, promptly, and accurately. Monthly and annual balance sheets are prepared, and at year-end, a business settlement report is compiled according to the regulations of the State Bank. Credit cooperatives must strictly comply with reporting and statistical systems, both regular and ad hoc, as prescribed by the State Bank.

2. Profits and profit distribution: After tax payments, the remaining amount constitutes net profit. From the net profit, credit cooperatives may establish reserve funds as stipulated by ordinances, and the remainder may be allocated to other funds as prescribed by financial laws and distributed among shares as decided by the General Assembly. In cases of losses, the Management Board must report to the General Assembly, which will decide whether to use reserve funds to cover the losses or deduct them from the next year's results. Subsequently, the credit cooperative must develop a plan to replenish the reserve funds and address any remaining losses without a source of recovery.

Chapter VI. LITIGATION, DISPUTES, DISSOLUTION, LIQUIDATION

1. Regarding litigation and disputes: The Chairman of the Management Board represents the credit cooperative before the law. Credit cooperatives enjoy equal rights before the law with all legal entities and natural persons involved in disputes or litigation. Credit cooperatives must respect and comply with legal sanctions as provided in Article 47 of the Ordinance on Banks, Credit Cooperatives, and Financial Companies, and other relevant legal provisions.

2. Regarding dissolution and liquidation: Credit cooperatives dissolve under the following circumstances:

a) Expiration of the operating period specified in the charter without an application for extension;

b) Voluntary dissolution prior to the expiration date proposed by two-thirds of the members at the General Assembly.

c) Compulsory dissolution in the following cases: declared bankrupt by a court or the State Bank revokes the operating license (prolonged losses without recovery capacity; prolonged inability to pay beyond the conservation period; serious violation of the law). Dissolution and liquidation must be handled according to the law and immediately supervised by the State Bank and the finance authority. Material liability towards customers and members during liquidation is determined according to the law applicable to limited liability companies.

Chapter VII. FINAL PROVISIONS. Effective date of the charter (the date the State Bank grants permission to operate). The date when the charter was approved by the members' assembly (at the members' assembly on... month... year...) must be clearly stated.
Clearly state that the right to amend and supplement this charter belongs to the members' assembly and must be approved by the State Bank.
Deny any previous charter or any provision thereof (if applicable).
MODEL CHARTER
JOINT-STOCK FINANCIAL COMPANY
(Issued pursuant to Decision No. 07/NH-QĐ dated January 8, 1991)
The Governor of the State Bank of Vietnam)

Chapter I. GENERAL PROVISIONS

1. Name of the Financial Company: Full name and abbreviated name in Vietnamese, if necessary, it may also be recorded in a foreign language, English or French.

2. Ownership nature, purpose, scope of operation: It is a joint-stock company without issuing shares, belonging to the collective ownership of shareholders. Engages in monetary business and banking services, mainly short-term and medium-term loans to serve purchasing activities of materials, goods, and services for business organizations under various economic sectors.

3. Legal personality and financial autonomy: It is a legal entity voluntarily established by shareholders contributing capital (clearly stating the names of founding legal entities, individuals, or parties contributing capital). The charter capital is contributed by shareholders with their own funds; it operates independently; it bears legal responsibility for business results and commitments made to customers; it has its own balance sheet and seal.

4. Head office and address, operating area: Location of the head office: house number, street, district, county, town, province, city; telephone number (if available); account number opened at the State Bank (province, city). Operating area: ward, county, district (or inter-county, inter-district), town, province, city. A joint-stock financial company may open branches upon approval by the State Bank.

5. Term of operation: Not less than 10 years from the date of obtaining the operating license.

6. Principles of organization and management: Voluntary, mutual benefit, democratic management, and respect for the law. The highest decision-making body of the company is the shareholders' meeting; the shareholders' meeting elects the Board of Directors to manage the company between two shareholders' meetings and elects the Supervisory Board to oversee the company's business activities. The company's operations are managed by the General Director appointed by the Board of Directors.

Chapter II. CONTENTS OF BUSINESS OPERATIONS

1. Business activities of the joint-stock financial company:

a) Capital raising: Only allowed to raise capital through the issuance of promissory notes within the limits set for the number of issuances, total amount of capital (as stipulated in Article 23 of the Banking Ordinance, Credit Cooperatives and Financial Companies Law), term, and interest rate as prescribed by the State Bank. It shall not accept savings deposits from residents and shall not raise deposits from individual or organizational entities.

b) Regarding capital utilization: Short-term, medium-term, and long-term loans to serve purchasing activities of goods, materials, and services for economic organizations and private enterprises with headquarters and residence within the company's operating area. It shall not provide long-term loans using short-term and medium-term capital, nor shall it use promissory notes as payment instruments, nor shall it buy or sell bonds. It may use its own capital (paid-in charter capital + reserve fund + undistributed profits) to invest in economic organizations or purchase shares of companies and enterprises, but not exceeding 10% of its own capital in the invested unit or purchased shares. Gold, silver, precious metals, and gemstone trading. Leasing loans to economic organizations and private enterprises. It must comply with the provisions of Articles 25 and 30 of the Banking Ordinance, Credit Cooperatives and Financial Companies Law.

c) Other service activities: Safekeeping and managing securities, valuable papers, gold, silver, commemorative items, family heirlooms according to customer requirements. Services related to gold and silver (testing, weighing, repair...). Consulting services related to monetary matters as requested by customers. Handling agency or mandate transactions for commercial banks.

2. Rights and responsibilities of the joint-stock financial company in business operations:

a) Announce, display, and implement correctly: Interest rates (within the range announced and guided by the State Bank). Fixed fees or commission rates, service charges, penalty fees in business operations and services.

b) Right to operate independently and bear responsibility before the law: Initiate civil disputes and request criminal prosecution for cases related to the company's operations. Manage and be responsible for the organizational structure, personnel, and salary fund of the financial company. Operate independently financially, ensuring costs, and bearing responsibility for the company's business results. Bear legal responsibility for all business activities of the Financial Company. Be responsible to customers and state agencies regarding issues related to the company's operations. Maintain confidentiality of customer activity data, except when required in writing by legal authorities as provided by law.

c) For borrowing customers: Has the right to require borrowing units to present documentation and provide information about their production and business financial situation for loan consideration and usage inspection. Refuse credit relations if deemed illegal, unprofitable, or unable to repay on time. Recover loans ahead of schedule if there is sufficient evidence that the borrowing unit has used the loan for illegal purposes.

d) Compliance with state management regulations: Minimum mandatory reserves; Safety ratios; Interest rates; Cash balance limits; Operating areas; Information and reporting systems; Subject to supervision, inspection, and control by the State Bank.

Chapter III. OPERATING CAPITAL. Specifies the types of capital and guidelines for using each type of capital of a finance company: charter capital, raised capital (by issuing promissory notes); borrowed capital from other credit institutions (if any). Depending on the nature and capacity of the sources of capital, they must be used for appropriate purposes, ensuring timely repayment with interest, but under no circumstances may short-term and medium-term funds be used for long-term loans.

1. Charter Capital: Based on the minimum charter capital level stipulated annually by the State Bank for newly established credit institutions, the finance company determines its specific charter capital amount and calls upon shareholders to contribute capital. When the contributed charter capital reaches 100% and is deposited into a frozen account at the State Bank, the joint-stock finance company is granted an operating license. Contributed capital can be transferred or inherited according to the law, but cannot be withdrawn except in the case of dissolution of the finance company. The charter capital can be increased through raising the contribution levels among existing shareholders, admitting new shareholders, or converting part of the annual reserve fund (set aside at a rate of 5% of net profit), subject to approval by the general meeting of shareholders and the State Bank. After increasing the charter capital, the finance company must report and announce the new charter capital within thirty days. The charter capital can only be used for the following activities: purchasing fixed assets for initial equipment in the first year of operation. In the second year, if it is necessary to purchase fixed assets with charter capital, the scale and total amount must be voted on by the general meeting of shareholders. Subsequently, it should be used for technical development funds and depreciation funds. Jointly investing or purchasing shares according to Article 28 of the Ordinance on Banks, Credit Cooperatives, and Finance Companies. Reserves and other safety ratios as prescribed by the State Bank. The charter capital shall not be distributed as profits or dividends to owners (shareholders) in any form, except in the event of dissolution and liquidation of the finance company, but creditors must be prioritized before returning to shareholders.

2. Raised Capital: Is the property of the owners, the joint-stock finance company has the right to use and is responsible for timely repayment of both principal and interest. The finance company is only allowed to issue promissory notes, but the amount issued cannot exceed twenty times the company's own capital (including actual charter capital, undistributed profits, and reserve funds) and within the approved limit by the State Bank. Raised capital through the issuance of promissory notes cannot be used for purchasing shares, jointly investing with other economic organizations, or purchasing fixed assets for itself.

3. Borrowed Capital (from other credit institutions, if any): Depending on the nature of the borrowed capital, it should be used for suitable objects and periods, ensuring timely repayment of principal and interest. Borrowed capital from other credit institutions cannot be used for purchasing shares, jointly investing with other economic organizations, or purchasing fixed assets for itself.

Chapter IV. CONTRIBUTED CAPITAL - SHAREHOLDERS

1. Shareholder Contributions: Clearly define the charter capital contributed by shareholders in specific Vietnamese currency amounts; the charter capital can be contributed in gold or freely convertible foreign currencies, but must be converted into Vietnamese currency at the time of contribution. Define the transfer and inheritance of contributions according to the law. Regulations on the transfer of contributions must be approved by the Board of Directors and registered at the finance company headquarters. If the finance company transfers more than 15% of the charter capital, it must obtain permission from the State Bank (Article 9, Ordinance on Banks, Credit Cooperatives, and Finance Companies). During the course of business operations, based on resolutions of the general meeting of shareholders and approved by the State Bank, the finance company is permitted to increase its charter capital. Voting and election procedures at the general meeting of shareholders follow the principle that the number of votes corresponds to the proportion of contributed capital in the company.

2. Shareholders: Define shareholders as the owners of the finance company. Determine that a single shareholder may hold a maximum shareholding ratio in the charter capital as prescribed by the State Bank (maximum not exceeding 10% for an individual and 40% for a legal entity). Identify the entities contributing to the charter capital of the company (economic organizations, units, associations, collectives, and Vietnamese citizens). If foreigners contribute capital, the total amount of foreign contributions to the company must comply with the ratio in the charter capital prescribed by the State Bank.

3. Duties and Rights of Shareholders: Contribute capital according to the registration within the time limit stipulated in the articles of association (usually three to six months from the date of registration, but if the company wishes to obtain an operating license earlier, shareholders must immediately pay 100% of their contributions). Adhere to the articles of association adopted by the general meeting of shareholders. Implement resolutions of the general meeting of shareholders. Protect the company's assets and keep confidential information about the company's business operations. Jointly bear responsibility for the company's debts according to the law applicable to a joint-stock company. Attend the general meeting of shareholders, discuss and vote on resolutions. Make suggestions, criticisms, and inquiries regarding the activities of the Board of Directors, Supervisory Board, and General Director concerning the company's business operations. Nominate and elect members of the Board of Directors and Supervisory Board. Request the convening of an extraordinary general meeting of shareholders. Receive information about the company's activities. Receive dividends based on business results. Have priority in contributing capital when the company increases its charter capital or transfers contributions according to the company's articles of association.

Chapter V. MANAGEMENT, ADMINISTRATION, AND CONTROL

1. Shareholders' Meeting: The shareholders' meeting is the highest decision-making body of the financial company, held annually. The shareholders' meeting includes the first shareholders' meeting, annual shareholders' meetings, and extraordinary shareholders' meetings. The number of representatives attending the shareholders' meeting must represent at least two-thirds of the contributed capital to be valid. Voting at the shareholders' meeting follows the principle of majority, based on the proportion of contributed capital of present shareholders.

a. First Shareholders' Meeting: Composition: Includes legal entities and individuals who are founding shareholders and other shareholders contributing capital, convened by the preparatory board to establish the financial company. The first shareholders' meeting must have a group of shareholders representing at least three-quarters of the charter capital of the financial company. Tasks: Approve the articles of association, business direction Decide on organizational structure, elect the Board of Directors and Supervisory Board Approve the program and set the time to complete conditions and documents for the State Bank's operating license.

b. Annual Shareholders' Meeting: Held once a year at the beginning of the year, convened by the Chairman of the Board of Directors. Tasks and powers of the annual shareholders' meeting Discuss and decide on the direction, tasks for developing the company and the annual business plan. Discuss and approve the periodic report of the Board of Directors on the situation and results of operations, the report of the Supervisory Board. Approve the annual settlement, vote on profit distribution plans and reserve fund establishment or loss offset measures (if any). Decide on amending and supplementing the articles of association, increasing or decreasing the charter capital. Examine violations by the Board of Directors that cause damage to the financial company. Elect, re-elect, and dismiss members of the Board of Directors and Supervisory Board Discuss and vote on organizational models, rules of organization and business operations, salaries, allowances, and expenses. Discuss and vote on personal liability compensation amounts or propose legal actions against managers causing losses in the company's business operations.

c. Extraordinary Shareholders' Meeting: The extraordinary shareholders' meeting is convened upon request of the Chairman of the Board of Directors, or a proposal from two-thirds or more of the Board of Directors' members, groups of shareholders representing two-thirds or more of the contributed capital, or the Supervisory Board.
The extraordinary shareholders' meeting must also have a sufficient number of shareholders representing at least two-thirds of the contributed capital for its resolutions to be valid and effective.
Tasks and powers of the extraordinary shareholders' meeting
Decide on policies and handle urgent issues affecting the existence of the financial company.
Decide on serious litigation disputes.
Regarding the dissolution, division, or merger of the financial company.
Vote on amendments and supplements to the company's articles of association.
Regarding the dismissal, re-election, and replacement of members of the Board of Directors and Supervisory Board.
Other urgent matters.

2. Board of Directors: The Board of Directors is the highest decision-making body of the financial company between two shareholders' meetings. The Board of Directors may consist of 3 to 12 people, elected and dismissed by the shareholders' meeting, including: Chairman, one or more Vice Chairmen (if there are two Vice Chairmen, one is the First Vice Chairman), and one or several members. The term of the Board of Directors can be from 2 to 5 years. Members of the Board of Directors may be re-elected (if during the term one-third or half of the members need to be replaced, this must be clearly stated in the articles of association and specify the replacement method). The Board of Directors may meet once a month, but not longer than every three months. A resolution of the Board of Directors requires at least two-thirds of the members to attend to be valid. Voting at the Board of Directors follows the majority of present members. In case of a tie, the Chairman (or the First Vice Chairman if present) presides over the session and decides. Resolutions of the Board of Directors must be recorded in minutes signed by the presiding officer and the secretary of the meeting. Members of the Board of Directors do not receive a salary but receive remuneration and are reimbursed for necessary expenses. The level of remuneration is decided by the shareholders' meeting. Tasks and powers of the Board of Directors: Manage the financial company in accordance with the law, the company's articles of association, and the resolutions of the shareholders' meeting, and are responsible to the shareholders' meeting for any management errors, violations of the articles of association, laws, or damage to the financial company. Report to the shareholders' meeting on the business situation, development direction, tasks, and business plans, as well as proposals for profit distribution, dividend distribution, and fund establishment. Set interest rates, commissions, fees, procedural fees, and fines within the scope announced by the State Bank. Decide on organizational models and internal regulations related to organization, operation, salaries, expenses, and fund utilization of the financial company. Appoint and dismiss the general manager of the financial company Monitor the management by the general manager Recommend amendments and supplements to the articles of association Recommend increases or decreases in share capital Decide to convene a shareholders' meeting

3. The Managing Director shall be the person managing the finance company: assisting the Managing Director shall be several Deputy Managing Directors. The Managing Director of the finance company shall not concurrently hold the position of Chairman of the Board of Management, nor shall they be a member of the Supervisory Board; the Managing Director may not necessarily be a shareholder. Duties and powers of the Managing Director shall include overseeing all business operations of the finance company in accordance with the law, the charter of the finance company, resolutions of the shareholders' meeting, and resolutions of the Board of Management. Selecting and proposing to the Board of Management for the appointment and dismissal of Deputy Managing Directors and Chief Accountants. Assigning tasks to Deputy Managing Directors Recruiting, signing labor contracts, terminating employment, setting salaries, rewarding, and disciplining employees within their authority according to regulations issued by the Board of Management. Signing reports, documents, contracts, vouchers... of the finance company Submitting reports on the operating situation, finances, and business results of the finance company to the Board of Management. Being responsible for all business operations of the finance company before the Board of Management and shareholders. Being authorized by the Board of Management to initiate lawsuits or request prosecution for cases related to the rights and assets of the finance company.

4. The organization of the Board of Management and the appointment of the Managing Director must comply with the following provisions. A majority of Board of Management members, the Chairman of the Board of Management, and the Managing Director must have Vietnamese nationality. One Board of Management member may not concurrently hold any other executive position in the finance company (except for the position of Managing Director). A Board of Management member of a finance company may not be a member of more than two production and business organizations. The Managing Director of a finance company may not hold another executive position at the finance company or at other business organizations. State administrative officials and active military personnel may not serve as members of the Board of Management, Executive Board, or business staff of the finance company under their personal capacity. The Managing Director of a finance company must be a graduate of economics and finance, banking, or equivalent; possessing sufficient knowledge and experience in managing a finance company. Members of the Board of Management, the Managing Director, and the Supervisory Board must be approved by the Governor of the State Bank.

5. Oversight of the finance company's activities The Shareholders' Meeting elects and dismisses the Supervisory Board Members of the Supervisory Board must be individuals knowledgeable about finance company technical operations. Members of the Supervisory Board must be shareholders, but they cannot be members of the Board of Management; they cannot concurrently hold any of the following positions: Managing Director, Deputy Managing Director, Chief Accountant, and they cannot be direct relatives up to three generations or spouses of Board of Management members and Executive Board members. The term of office of the Supervisory Board is the same as that of the Board of Management. Supervisory Board members may be re-elected. Duties and powers Overseeing the business and financial operations of the finance company. Requesting employees of the company to provide information, data, documents, and explanations related to the company's business operations. Reporting to the Shareholders' Meeting on oversight work with independent opinions. Attending Board of Management meetings, expressing opinions, making recommendations, but not participating in voting, and requesting the Board of Management to convene an extraordinary shareholders' meeting. Supervisory Board members are entitled to remuneration as stipulated by the Shareholders' Meeting.

Chapter VI. ACCOUNTING, PROFIT, FUNDS

1. The fiscal year of the finance company begins on January 1 and ends on December 31 each year.

2. The finance company implements accounting records according to the accounting account system issued by the State Bank. Accounting records must comply with the Accounting and Statistics Law and the provisions of Articles 40, 41, and 42 of the Banking, Credit Cooperatives, and Finance Companies Law.

3. Determining the profit calculation formula = income - (minus) expenses (specifically listing income items and expense items). Determining the net profit calculation formula = profit - (minus) tax paid to the budget.

4. Determining the establishment of reserve funds in accordance with the provisions of the Law: A special reserve fund to cover risks at a ratio of 10% of net profit until it reaches 100% of the registered capital. The Shareholders' Meeting may decide to establish additional non-mandatory reserve funds (which can be used to offset losses, adjust for price fluctuations, increase registered capital, or distribute as dividends). Other reserve funds as prescribed by financial laws (depreciation reserve for fixed assets, major repair depreciation reserve...).

5. After deducting reserve funds from net profit, the remaining amount will be allocated partly for dividend payments (according to the resolution of the Shareholders' Meeting), and the remainder will be used to establish development funds, reward funds, and welfare funds.

6. Principles and authority to decide on the use of various types of funds.

7. When the business incurs losses, the Shareholders' Meeting will decide

a. To withdraw from reserve funds (excluding the special reserve fund)

b. To deduct from the next year's profits In both cases above, the finance company must take effective business measures to quickly rectify the situation.

Chapter C. In case of prolonged losses, they shall be handled according to Article 45 of the Ordinance on Banks, Credit Cooperatives, and Financial Companies.

Chapter VII. LITIGATION, DISPUTES, LIQUIDATION, DISSOLUTION

1. Regarding litigation and disputes: The Chairman of the Board of Directors is the representative of the financial company before the law. Equality of rights between the financial company and other legal entities and natural persons involved in litigation and disputes before legal authorities.

2. Regarding dissolution and liquidation: Specify the specific cases of dissolution of financial companies Expiration of the term stated in the charter without wishing to extend The court's decision to suspend operations Shareholders' meeting decides to dissolve, split, or merge The State Bank revokes the operating license Provisions regarding responsibilities during liquidation (responsible parties, completion time, costs, and supervising authority for liquidation).

Chapter VIII. FINAL PROVISIONS . Effective date of the articles of association (the day the State Bank issues the operating license).
Right to amend and supplement the articles of association (approved by the shareholders' meeting and consented to by the State Bank).
Deny the previous charter or any clause of the previous charter (if any).