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THE STATE BANK
OF VIETNAM
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No. 03/TT-NH5
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Hanoi, September
09, 1996
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CIRCULAR
This
Circular provides the guidelines for the implementation of temporary Regulation
on the organization and operation of Finance Leasing Companies in Vietnam
issued under the Decree No.64/CP by Prime Minister on 9 October, 1995.
On 09 October, 1995, the Prime Minister has signed Decree No. 64/CP
promulgating Temporary Regulation on the organization and operation of Finance
Leasing Companies.
The State Bank of Vietnam provides guidance on the implementation of the Decree
as follows:
Section 1.
GENERAL PROVISIONS
In this Circular, the following
terms shall be interpreted and construed as follows:
1. Original bank or company
means foreign bank or finance company, finance leasing company or international
financial institution which is established under foreign law or international
agreement respectively and makes capital contribution to a joint venture
finance leasing company or in a finance leasing company with 100% foreign
invested capital.
2. Vietnamese bank and finance
company include commercial bank, development bank and state-owned or
joint-stock finance company.
3. Registered capital means
capital contributed by banks, finance companies and other enterprises and
written in the Charter of the finance leasing company which provides that the
registered capital shall be not less than the legal capital prescribed at
Article 6 of the Temporary Regulation on the organization and operation of
Finance Leasing Companies in Vietnam
Section II.
ORGANIZATION, ADMINISTRATION, MANAGEMENT AND CONTRACT OF FINANCE LEASING
COMPANIES
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1.1. Local Finance Leasing
Companies established by Vietnamese banks, finance companies or those with
other local enterprises in the form of state-owned enterprises, joint-stock or
limited liability companies.
1.2. Joint-venture Finance
Leasing Company established jointly by a Vietnamese party, consisting of one or
more banks, finance companies or other enterprises (provided that there shall
be the participation of at least one bank or finance company) and a foreign
party, consisting of one or more foreign banks, finance companies, finance
leasing company or international financial institutions on the basis of a
joint-venture contract.
1.3. Finance Leasing Company
with 100% foreign invested capital established in Vietnam by foreign banks,
finance companies or finance leasing companies with capital wholly owned by
them.
2. The duration of
operation of a Finance Leasing Company in Vietnam shall be prescribed in the
operating licence but shall not exceed 70 years from the date of issuance of
the operating licence. Any extension of the duration of operation shall be
subject to the written approval of the Governor of the State Bank of Vietnam.
Each extended period shall not exceed the duration prescribed in the initial
operating licence.
3. Administration, management
and control of Finance Leasing Company.
3.1. In a Finance Leasing
Company, its Board of Directors shall be responsible for administrating its
operations; its Control Committee shall be responsible for controlling its
operations and its General Director (Director) shall be responsible for
managing its operations.
Members of the Board of
Directors, Control Committee and General Director (Director) of the Finance
Leasing Company shall be persons who are not in violation of provisions of
Article 6 and 7 of Companies Law, Article 32 of State-owned Enterprise Law and
one of the four clauses of Article 16 of the Ordinance on Banks, credit
co-operatives and Finance Companies.
The election and appointment of
Chairperson, Deputy Chairpersons, members of the Board of Director (Director)
of a Finance Leasing Company shall only be legal effective after the approval
by the Governor of State Bank of Vietnam is obtained.
In addition to the above-mentioned
stipulations, General Director (Director) of a Finance Leasing Company has to
meet the following requirements:
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- Hold a university decree in
economics or finance or banking or equivalent; have at least five-year working
experience in the field of finance and/ or banking.
3.2. The Finance Leasing Company
must obtain prior written approval of State Bank of Vietnam for amendments to
any of the following:
- Name of the company, Charter
of the Finance Leasing Company;
- Increase or decrease of its
registered capital;
- Contents referred to in
Section VIII of this Circular; and
- Relocation of its office,
opening or closure of its branch;
Split-up or merge with another
one or more Finance Leasing Companies:
- Change of members of its the
Board of Director, Control Committee and General Director (Director);
- Dissolution or liquidation of
the Finance Leasing Company;
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Section III.
APPLICATION DOCUMENTS AND PROCEDURES FOR APPROVAL IN PRINCIPLE
1. With respect to Finance
Leasing Companies established by Vietnamese banks, finance companies or those
with other local enterprises:
1.1. The establishment Of
Finance Leasing Company shall strictly observe establishment procedures stated
in the State-owned Enterprises Law and the Companies Law.
1.2. Application documents and procedures
for the issuance of operating licence shall be implemented in conformity with
the Decision No. 05/NH-QD by the Governor of the State Bank of Vietnam dated 07
January 1991 to promulgate the regulation on procedures of granting the
operation licence to Vietnamese credit institutions.
2. With respect to
Joint-venture Finance Leasing Companies and 100% foreign invested capital
Finance Leasing Company, the procedure consists of two steps:
2.1. Approval in principle
Application documents and
procedures for an approval in principle allowing the establishment of
Joint-venture Finance Leasing Company or Finance Leasing Company with 100%
foreign invested capital (hereinafter referred to as Approval in Principle),
shall include:
2.1.1. Application for approval
in principle (Appendix 1 and 2)
2.1.2. Documents to be enclosed
with the application:
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- Business plan for the
operations in Vietnam, including detailed operations plan for the first three
years;
- Summary of the co-operation
between original banks or companies and Vietnamese counterparts;
- Memorandum of understanding on
the establishment of the Joint-venture Finance Leasing Company (if any), draft
joint venture contract between Vietnamese party and foreign party (for
establishing Joint-venture Finance Leasing Company);
- In addition, parties having
capital participation shall submit:
+ Legal document regarding their
establishment;
+ Their current Charter;
+ Certificate issued by the
competent authority permitting banks, finance companies, finance leasing
companies and other to make capital contribution in a Joint-venture Finance
Leasing Company or Finance Leasing Company with 100% foreign invested capital:
+ Certificate issued by the
competent authority confirming the amount of registered capital and paid-up
capital in the current year;
+ Balance sheets, profit and
loss statements, operation reports for the last three years;
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+ If necessary, Governor of
State Bank of Vietnam may require other relevant supplemental documents.
2.1.3. Within 3 (three) months
from the date of receipt of the required documents, the State Bank of Vietnam
shall issue or refuse to issue the approval in principle for the establishment
of the joint-venture Finance Leasing Company or the Finance Leasing Company
with 100% foreign invested capital (Appendix 3)
2.1.4. Within 12 (twelve) months
from the date of issuance of the approval in principle, the Joint-venture
Finance Leasing Company or the Finance Leasing Company with 100% foreign
invested capital shall complete the necessary documents for submission to the
State Bank of Vietnam for granting of an operating licence. Beyond the
above-mentioned deadline, the State Bank of Vietnam shall not consider the
application for the operating licence.
2.2. The operating licence
Procedures and application
documents for operating licence are stipulated as follows:
2.2.1. Application for operating
licence of joint-venture Finance Leasing Company or Finance Leasing Company
with 100% foreign invested capital (Appendix 4).
2.2.2. Power of attorney
authorising a representative to sign documents (if any);
2.2.3. Enclosed documents are:
- Legal document on the right to
own or to use the premises of the Finance Leasing Companys head-office in
Vietnam;
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- Brief biography of members of
the Board of Directors, Control Committee and the Management Board of the
joint-venture Finance Leasing Company with 100% foreign invested capital
(Appendix 5) including diploma of these members of the Board of Directors,
Control Committee and the Management Board;
- Charter of the joint-venture
Finance Leasing Company and the Finance Leasing Company with 100% foreign invested
capital shall specify the following main contents:
+ Name and address of the
head-office of the Finance Leasing Company;
+ Duration of operation;
+ Business activities;
+ Registered capital and way of
contributing capital;
+ Organisation and structure of
the Board of Directors, Control Committee and Management Board, Representative
of the Finance Leasing Company before the Vietnamese Court and Vietnamese State
Bodies;
+ Principle of finance,
accounting and auditing matters;
+ Procedure and cases of
dissolution.
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+ List of foreigners and number
of Vietnamese nationals working in the Finance Leasing Company (Appendix 6)
+ Other relevant documents as
may be required by the Governor of State Bank of Vietnam (if necessary)
2.2.4. In addition to
above-mentioned documents, the joint-venture Finance Leasing Company shall
submit to the State Bank of Vietnam the official Joint-venture Contract. The
Joint-venture Contract shall specify:
- Name, address and nationality
of representative of each party to the Joint-venture;
- Name of the joint-venture
Finance leasing Company;
- Location of the head-office;
- Duration of operation;
- Registered capital: capital
contribution ratio of each party with a breakdown in foreign currencies, in
Vietnamese Dong, in kind (if any) and the capital contribution schedule;
- The number of personnel of the
Finance Leasing Company specifying:
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+ Foreign nationals:
- Financial principles:
accounting, earmarking and the use of funds;
- Principles of profit and loss
distribution for parties to the joint-venture;
- Procedures for settlement of
disputes arising from the execution and implementation of the joint-venture
contract, procedure for liquidation and dissolution;
- Arbitration tribunal and
governing law in case of dispute;
- Responsibilities of parties to
the joint-venture in the execution and implementation of the joint-venture
contract;
- Conditions for any amendment
of or addition to the joint-venture contract; and
- Conditions for the
joint-venture contract to be in force.
2.2.5. Within 3 (three) months
from the date of receipt of the complete documents as stipulated under Item 2,
Section III of this Circular, the State Bank of Vietnam shall consider and
grant or refuse to grant the operating licence to the joint-venture Finance
Leasing Company with 100% foreign invested capital.
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Section IV.
PROCEDURE FOR COMMENCEMENT OF OPERATION
1. Licence fee.
Within 15 (fifteen) days from
the date of the issuance of the operating licence, the Finance Leasing Company
shall pay to the State Bank a fee of 0.1% (one tenths of one percent) of its
registered capital. The fee shall be non-refundable.
2. Registered capital of the
Finance Leasing Company shall be contributed in the following forms:
2.1. Vietnamese Dong (VND): If
the local Finance Leasing Companies are established by Vietnamese Banks,
Finance companies or by Vietnamese Banks, Finance companies together with-other
local enterprises, the registered capital shall be paid in Vietnamese Dong.
Procedures for contributing capital shall be carried out in accordance with
Decision No. 05/QD-NH5 dated 7 January 1991 by the Governor of the State Bank.
2.2. US Dollar (USD):
Foreign partners to the
Joint-venture Finance Leasing Company or Finance Leasing Company with 100%
foreign capital shall pay their capital contributions in USD.
Vietnamese parties to the
Joint-venture Finance Leasing Company may pay their capital contributions in
USD.
Vietnamese partners in the
Joint-venture Finance Leasing Company may pay their capital contributions in
USD or VND. In case where capital contribution is in VND, the amount of capital
contribution shall be converted to USD at the offered exchange rate of
commercial banks at the time the capital contribution is made.
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Capital contribution in kind
must be for the for the necessary and direct use of the Finance Leasing Company
and such contribution must be conducted in accordance with Item 3, Article 15
of the Temporary Regulation on the organization and operation of Finance
Leasing Companies in Vietnam. The valuation and ownership transfer shall be
subject to the prevailing laws and regulations.
3. Procedure for contributing
capital in the case of a Joint-venture Finance Leasing Company and Finance
Leasing Company with 100% foreign invested capital:
3.1. Within 6 (six) months from
the date of issuance of the operating licence but not less than 15 (fifteen)
days prior to the date of commencement of operations, the Finance Leasing
Company shall deposit the full amount of the registered capital in an escrow
account opened at State Bank.
3.2. Interest shall not be
payable on the balance of the escrow account till the date of commencement of
operation.
3.3. If part of the registered
capital is made in kind, the Finance Leasing Company shall submit to the State
Bank necessary documents certifying the ownership and the value of the
registered capital in kind.
3.4. After the date of
commencement of operation, the Finance Leasing Company is entitled to transfer
the funds deposited in the escrow account to its account opened at the State
Bank, Vietnamese commercial banks or joint-venture banks or foreign bank
branches operating in Vietnam.
4. Commencement of
operations:
4.1. Within 6 (six) months from
the date of issuance of the operating licence by the State bank, the Finance
Leasing Company shall complete all procedures concerning the registration of
business, registration of the date of commencement of operation and
commencement the operation;
4.2. The Finance Leasing Company
shall be a legal entity from the date of the issuance of the certificate of
business registration;
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4.4. Upon expiry of the time
limit, if the Finance Leasing Company cannot commence its business, the State
Bank shall revoke the operating licence and refund the registered capital
deposited in the escrow account (if any).
4.5. 30 days prior to the date
of commencement of operation, the Finance Leasing Company shall publish the
following contents in five consecutive issues of a daily local newspaper where
the head office of the Finance Leasing Company is located and in five
consecutive issues of a daily national newspaper the following:
- Full and abbreviated names of
the Finance Leasing Company;
- Address of the head office;
telephone number, facsimile number;
- Geographical operation
coverage;
- Content of business;
- Names, nationalities of the
Chairperson, Board member, Control Committee, General Director;
- Registered capital;
- Serial number, date of the
operating licence issued by the State Bank;
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- Other details deemed necessary
by the State Bank;
- Date of commencement of
operation.
Section V.
COVERAGE AND CONTENTS OF OPERATIONS OF FINANCE LEASING COMPANY INCORPORATED IN
VIETNAM
1. Coverage and contents of
operation.
1.1. Coverage and contents of
operation of Finance Leasing Company incorporated in Vietnam shall be specified
in the operating licence issued by the State Bank of Vietnam.
1.2. Finance Leasing Company
shall carry its businesses in accordance with provisions in the operating
licence issued by the State Bank of Vietnam.
1.3. During the course of
operation, if there is a need to broaden the coverage and contents of
operations, the Finance Leasing Companies may submit an application to the
State Bank of Vietnam for consideration;
1.4. Finance Leasing Company
shall be entitled to borrow funds from foreign as well as local financial or
credit organisations. Finance Leasing Company may issue bonds or other valuable
papers upon the prior approval of the State Bank of Vietnam;
1.5. In principle, finance
leasing transactions shall be conducted in Vietnamese Dong. In case Finance
Leasing Company uses foreign currency to import leased asset under a finance
lease contract with a lease term of more than one year, lease payments shall be
determined in foreign currency. However, the payments shall be made in
Vietnamese Dong according to the prevailing exchange rates on the date of
settlement time.
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1.6. With regards to lending
interest rate of the same maturity and other cost of a leasing transaction,
Finance Leasing Company shall determine lease payments in accordance with the
market rate and at a level acceptable to the Lessee. The State Bank of Vietnam
shall set the maximum rate of lease rentals for each period.
2. Total value of leased
assets to a single customer shall not exceed 30% of the Finance Leasing
Companys own capital. A prior written approval must be obtained from the State
Bank of Vietnam if this prescribed ceiling is to be exceeded.
3. Finance Leasing
Company may open accounts at the State Bank of Vietnam or commercial banks permitted
to operate in Vietnam. In case of a need to open an account abroad, prior
approval must be obtained from the State Bank of Vietnam.
4. Finance Leasing
Company shall be entitled to require Lessee to present necessary documents and
information in relation to leasing transactions in accordance with laws and
regulations. Finance Leasing Company has a right to deny a lease to a lessee
who they think violates laws and regulations or if it is not satisfied with
debt service capacity of a lessee.
5. The finance lease
contract must uphold principles specified in Chapter III and IV of the
Temporary Regulation on the organisation and operation of Finance Leasing
Companies in Vietnam and must include principal contents of the finance lease
contract (Appendix 7 hereto).
6. Finance Leasing
Company shall fully and strictly observe all relevant provisions stipulated in
the Ordinance on the State Bank, Ordinance on Banks, Co-operatives and Finance
companies and other regulations promulgated by the Government of Vietnam as
well as other relevant stipulations of Vietnamese laws and regulations.
Section VI.
CONDITIONS AND PROCEDURES FOR FINANCE LEASING COMPANIES INCORPORATED IN VIETNAM
TO OPEN A BRANCH
1. A Finance Leasing Company
established and operating in Vietnam may set up branch(es) subject to the prior
approval of State Bank of Vietnam . The Finance Leasing Company and its
branch(es) shall be a legal entity.
2. Finance Leasing Company
wishing to set-up a branch must satisfy the following requirement and
conditions:
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- Be capable of operating
efficiently and making profit.
- No violation of the Temporary
Regulation on the Organization and Operation of the Finance Leasing Company in
Vietnam.
- No violation of Ordinance on
Banks, credit co-operatives and Finance companies and other relevant, laws and
regulation of Vietnam.
3. Procedures and documents to
apply for opening a branch:
- Application for opening branch
must specify: reasons, locations and summarise experiences of designated branch
manager;
- Latest report on the
operations of the Finance Leasing Company;
- Business plan of the proposed
branch;
- The copy of the operating
licence and the certificate of business registration of the Finance Leasing Company;
- Written approval of the
Peoples Committee where the branch is expected to be located;
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- Appointment Decision and the
curriculum vitae of the branch manager.
4. Branch of the Finance Leasing
Company shall only be entitled to operate upon receipt of approval for setting
up the branch and the certificate of business registration.
Section VII. FINANCE,
ACCOUNTING AND REPORTING REQUIREMENTS
1. Fiscal year:
1.1. Fiscal year of Finance
Leasing Companies shall begin on the first of January and end at the close of
business on the thirty first of December of every calendar year;
1.2. The first fiscal year of
the Finance Leasing Companies shall begin on the date of its commencement of
operation and end on the thirty first of December of the same calendar year.
1.3. In cases where the
joint-venture Finance Leasing Companies or Finance Leasing Companies with 100%
foreign invested capital wishes to use the fiscal year of the country of origin
for a purpose of preparing financial statements to be submitted to the original
bank or company, it must obtain the prior written approval of the State Bank of
Vietnam.
2. The Finance Leasing
Companies shall be entitled to earmark for provisions. During the initial
period, provisions shall be set at 3% of the total lease payments. If there
shall be any change to the percentage, the State Bank of Vietnam shall provide
specific stipulation.
3. Accounting:
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3.2. Currency used for
accounting: Finance Leasing Companies shall use Vietnamese Dong as the
accounting currency. If foreign bank branch or joint venture bank wish to use
foreign currencies for accounting, it needs to get an approval from State Bank
of Vietnam.
4. Reporting requirements:
4.1. Finance Leasing Companies
shall strictly abide by regulations and rules on information and reports
regime, namely:
4.1.1. Monthly reports shall be
submitted by the fifteenth day of the next month at the latest and include:
a. The Balance sheet;
b. Statistic reports (in
conformity with statistic requirements and a format of statistic chart as
prescribed by the State Bank of Vietnam).
4.1.2. Semi-annual reports shall
be submitted at the latest by the final date of the succeeding month,
including:
a. Report as prescribed in the
preceding item 4.1.1
b. Report on the activities in
the last six months
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a. The balance sheet
b. Profit and loss statement,
profit distribution statement
c. The annual report.
4.2. Financial annual report and
the balance sheet of Finance Leasing Companies shall be certified by an
auditing company. The appointment of the auditing company is subject to
approval by the State Bank of Vietnam.
4.3. Joint-venture Finance
Leasing Companies, Finance Leasing Companies with 100% foreign invested capital
shall submit to the State Bank of Vietnam the annual reports of the original
banks or companies no later than 4 months after the end of the fiscal year
including:
a. The Balance sheet;
b. The profit and loss statement
c. The annual report of the
financial year.
4.4. Within 30 (thirty) days
after the occurrence of any of the following changes, the Finance Leasing Companies
must submit a written report to the State Bank of Vietnam:
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- Personnel changes of the Board
of Directors, Control Committee and the General Director (Director) of the
original banks or companies
- Sudden changes of the
financial situation.
4.5. All financial reports
referred to in Item 4 of this Section shall be expressed in Vietnamese Dong;
4.6 All monthly, semi-annual and
annual reports of Joint-venture Finance Leasing Companies or Finance Leasing
Companies with 100% foreign invested capital must be made in 2 versions, one in
Vietnamese and the other in English.
5. Finance Leasing Companies
shall observe fully and promptly all their financial obligation and taxes in
accordance with Vietnamese laws and regulations.
6. Finance Leasing Companies
shall be subject to supervision and inspection by the State Bank of Vietnam;
Inspections shall be carried out
in accordance with the Ordinance on Inspection and Regulation on Banking
Inspection.
7. After closing the fiscal
years and observing fully and promptly all financial obligations as stipulated
by Vietnamese laws and regulations as well as earmarking for Funds as required
by Ordinance on Banks Credit Cooperatives and Finance Companies, the foreign
party of Joint-venture Finance Leasing Companies of Finance Leasing Companies
with 100% foreign invested capital shall be allowed to repatriate its
distributed profit as stipulated in Article 33 of the Law on foreign investment
and the Article 70 of the Decree No. 18/CP dated 16 April 1993 of the
Government Of Vietnam.
8. In the event of termination
of operation or dissolution The repatriation of the registered capital of
Finance Leasing Companies by foreign parties to the Joint-venture Leasing Companies
shall be carried out in accordance with Item 2 Article 83 of the Decree No
18/CP dated 16 April 1993 of the Government of Vietnam.
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1. Operating licence of Finance
Leasing Companies shall be revoked in the following cases:
1.1. Failure to commence
operation within 6 (six) months from the date of issuance of the operating
licence or at the expiry of the time limit already extended by the State Bank
of Vietnam or failure to satisfy fully procedures for commencement of operation;
1.2. Serious violation of the
Temporary Regulation on the Organization and Operation of Finance Leasing
Companies in Vietnam, of this Circular and other laws and regulations of
Vietnam;
1.3. Split up into several
independent organizations or merge with another organization without permission
of the State Bank of Vietnam;
1.4. Voluntary dissolution;
1.5. Continuous loss-making,
insolvent or its certificate of business registration is revoked;
1.6. Declared bankrupt;
1.7. Assignment of operating
licence;
1.8. The operating licence
issued by the State Bank of Vietnam has expired but is not renewed.
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2.1. Within 12 (twelve) months
from the date of promulgation of the Temporary Regulation on the organization
and operation of the Finance Leasing Companies in Vietnam, all organizations
involved in finance leasing activities must submit the following documents to
the State Bank of Vietnam:
- The establishment and
operating licence;
- Certificate of business
registration;
- List of significant
shareholders (in case of share holding companies), partners contributing
capital (in case of joint-venture companies and limited liability companies);
- Documents evidencing the legal
status of partners contributing capital such as charter, establishment permit,
operating licence;
- In special cases, the Governor
of the State Bank of Vietnam may require the submission of other relevant
documents.
2.2. The State Bank of Vietnam
shall give notice of approval or refusal for adjustment of organization to do
finance leasing business.
In case of approval, the organization
must submit all the documents required in Section III to the State Bank of
Vietnam for granting the operating licence (finance leasing licence).
In case of refusal of approval,
the organization must rescind without delay all new finance leasing
transactions from the date of notification of the State Bank of Vietnam.
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4. Any amendment of and
supplement to this Circular shall be subject to the consideration of the
Governor of State Bank of Vietnam.
THE
GOVERNOR OF STATE BANK OF VIETNAM
Cao Si Kiem
APPENDIX 1
Date.
. . . .
APPLICATION FOR APPROVAL IN PRINCIPLE TO
ESTABLISH JOINT VENTURE FINANCE LEASING COMPANY IN VIETNAM
To:
The Governor of State Bank of Vietnam
The parties to the joint-venture
Finance Leasing Company hereby submit to the Governor of State Bank of Vietnam
the application expressing their willingness to establish a joint-venture
Finance Leasing Company in Vietnam. The application is to be signed by Chairpersons
of the Board of Directors of Vietnamese parties and foreign parties to the
Joint-venture. Attached to the application is a list of the following details:
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- Full name and its
abbreviation:
- Address of the Head-office
Building No. street, district, city, business address, telephone number, fax
number.
- Registered (authorised)
capital, specifying the paid-up capital.
- Date of incorporation, date of
business registration and date of commencement of operation.
- The competent authority in
charge of issuing operating licence, serial number and date of issue thereof.
- The official person(s)
authorised to participate in the joint-venture
2. Vietnamese party to the
joint-venture (same detailed items as for those of the foreign party to the
joint-venture).
Joint-venture Finance Leasing
Company established in Vietnam
- Name of the intended Finance
Leasing Company
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- Proposed registered capital,
capital contribution ratio of the joint-venture, specifying:
- The amount in Vietnamese Dong
- The amount in Foreign currency
- Proposed number of persons of
the Board of Directors and the Board of Management, composition of each party
thereof.
For
and on behalf of. . . .
(Signature)
For
and on behalf of. . . .
(Signature)
Enclosure
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APPENDIX 2
APPLICATION FOR APPROVAL IN PRINCIPLE TO ESTABLISH
FINANCE LEASING COMPANY WITH 100% FOREIGN INVESTED CAPITAL IN VIETNAM
To:
The Governor of State Bank of Vietnam
The foreign party(ies) hereby
submit to the Governor of State Bank of Vietnam the application expressing the
willingness to establish a Finance Leasing Company with 100% foreign invested
capital in Vietnam. Attached to the application is a list of the following
details:
1. Original Bank or Company (The
Applicant)
- Full name and its
abbreviation:
- Address of the Head-office:
Building No., street, district, city, business address, telephone number, fax
number.
- Registered (authorised)
capital, specifying the paid-up capital.
- Date of incorporation, date of
business registration and date of commencement of operation.
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- The latest amending date of
the Charter:
2. The Finance Leasing Company
with 100% foreign invested capital intending to establish in Vietnam.
Name of the intended Finance
Leasing Company.
- City in Vietnam where the
head-office of the intended Finance Leasing Company is to be located.
- Proposed capital to be
allocated by the original bank or company for the intended Finance Leasing
Company with 100% foreign invested capital in Vietnam.
- Name, nationality and position
of the proposed General Director (Director) of the Intended Finance Leasing
Company.
- Coverage and contents of
operations of the potential Finance Leasing Company.
APPENDIX 3
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-------
No.
/NH-GCT
SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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Hanoi,
date ...........
APPROVAL IN PRINCIPLE FOR THE ESTABLISHMENT OF
JOINT-VENTURE FINANCE LEASING COMPANY OF FINANCE LEASING COMPANY WITH 100%
FOREIGN INVESTED CAPITAL IN VIETNAM
To:.
. . . . . . . . .
In consideration of your
application dated. . . for the establishment of Joint-venture Finance Leasing
Company / Finance Leasing Company with 100% foreign invested capital, the State
Bank of Vietnam approves in principle for . . . . . and requires:
Within 12 (twelve) months from
the date of issuance of this Approval, . . . . . .. (the Applicant) must submit
to the State Bank of Vietnam a complete set of the required documents for the
application for an operating licence in pursuance to Section Item of the
Circular No. 03/TT-NH5 dated 09 February 1996 for its consideration.
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APPENDIX 4
APPLICATION FOR OPERATING LICENCE OF THE
JOINT-VENTURE FINANCE LEASING COMPANY (FINANCE LEASING COMPANY WITH 100%
FOREIGN INVESTED CAPITAL) IN VIETNAM.
To:
His excellency the Governor of the State Bank of Vietnam.
In accordance with the
Approval in Principle No issued on 199.. . by the Governor of State Bank of
Vietnam to grant an operating licence.
1. Full and official name of the
Finance Leasing Company.
2. Abbreviated name of the
Finance Leasing Company ( if any)
3. Official address of office of
the Finance Leasing Company.
4. Business address: telephone number,
fax number.
5. Registered capital of the
Finance Leasing Company and the capital contribution ratio of each party,
specifying the amount in VND, the amount in foreign currency and the amount in
kind (if any).
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7. Names, dates of birth,
nationalities of members of the Board of Management and the Control Committee.
8. Number of officials and staff
of the Finance Leasing Company, of which: Number of persons with foreign
nationality: Number of persons with Vietnamese nationality:
9. Proposed date of commencement
of operations of the Finance Leasing Company.
Date.................
For
and on behalf of. . . .
(Signature)
(Full
name)
For
and on behalf of. . . .
(Signature)
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Note: The legal representatives
or persons authorised by the parties to the joint-venture Finance Leasing
Company must sign on the application.
APPENDIX 5
BRIEF BIOGRAPHY
OF MEMBERS OF THE BOARD OF DIRECTOR, MEMBERS
OF THE BOARD MANAGEMENT AND CONTROL COMMITTEE OF THE JOINT-VENTURE FINANCE
LEASING COMPANY OR THE FINANCE LEASING COMPANY WITH 100% FOREIGN INVESTED
CAPITAL.
1. Full name
Alias:
2. Sex: Male/Female
3. Date of birth:
4. Place of birth:
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6. Residence address:
7. Professional qualifications
8. Previous occupations and
positions:
9. Position in the Joint-venture
Finance Leasing Company (the Finance Leasing Company with 100% foreign invested
capital) in Vietnam:
10. Current positions in other
organisation(s):
Certification of the
competent authority:
Signature:
APPENDIX 6
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- Name of the original banks,
companies (or name of parties to the joint-venture):
- Name of the Joint-venture
Finance Leasing Company (the Finance Leasing Company with 100% foreign invested
capital):
- Address:
- Telephone number:
- Telex: Fax:
Date
1. Number of officials and staff
of the Finance Leasing Company, of which:
- Number of persons with foreign
nationality.
- Number of persons with
Vietnamese nationality.
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Order
Full Name
Sex
Nationality
Professional Qualification
Position
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Signature
(Chairperson of the Board of Directors (Director)
(Authorised representatives of parties to the Joint-venture)
APPENDIX 7
APPLICATION FOR LEASING FACILITY
To:
Finance Leasing Company
From :
1. . . . . .hereby propose the
Finance Leasing Company to purchase the following asset:
2. . . . . . .agree to sign the finance
lease contract with the Finance Leasing Company . . . . . . . . .and observe
provisions stipulated in the contract.
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a. Equipment-Machinery (Asset):
Name and brief description:
b. The Supplier: Name, address
c. Purchase date
d. Purchase price in . . . . . .
Date.
. . . . . .
Signature
FORM OF A FINANCE LEASE CONTRACT
(Applicable to finance leasing companies in
Vietnam)
A. PARTIES TO THE FINANCE
LEASING CONTRACT:
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- Name, address of the
Guarantor(s)(individual or organisation) (if any).
B. THE FINANCE LEASING
CONTRACT MUST PROVIDE A SCHEDULE OR BRIEF OUTLINE OF ITS CONTENTS AS PROVIDED
FOR IN CHART 1, THE SCHEDULE NORMALLY SET FORTH:
1. The parties to the finance
leasing contract
2. Reference identifications of
the lease asset, including, inter alia, serial number, registration number, . .
.
A description of the leased
asset, including technical specifications, components, operational fitness of
the leased asset
3. Name and address of the
Supplier.
4. Location where the leased
asset will be stored, installed or operated.
5. Purchase price of the leased
asset.
6. Lease term
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8. Overdue interest rate:
(penalty interest will be charged on lease payments overdue for payment).
9. Specific provisions: purchase
option, security deposit or other security requirements, guarantee or mortgage
conditions.
C. Conditions precedent:
If there is a time lag between the execution of the documentation and delivery
of the leased asset, there may be a list of preconditions which must be
fulfilled by the Lessee before the Lessors obligations under the finance
leasing contract becomes enforceable. These may relate to: the execution and
delivery of all documentation in the form as agreed and the receipt of legal
ownership right to the leased asset by the Lessor
D. CONTRACTUAL COVENANTS:
1. The Lessor represents and
warrants that
- The information provided to the
Lessor in the application for lease facility must be accurate and complete.
- Upon receipt of the leased
asset, the Lessee shall confirm the current conditions and the fitness to
perform of the leased asset.
- The Lessee shall pay promptly
all lease payments and other sums as stipulated in the finance leasing
contract.
- The Lessee shall pay all
registration fees, licence fee, lease rentals, taxes and other obligations with
respect to the leased asset.
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- The Lessee shall maintain the
leased asset in good condition and serviceable working order, strictly follow
the manufacturers instructions as to the use and training of operating
personnel and shall enter into maintenance and service contracts.
- The Lessee shall not modify or
alter the leased asset without the Lessors prior written approval.
- The Lessee shall replace
without delay all missing or damaged parts.
- The Lessee shall allow the
Lessor or any person authorised by the Lessor to inspect the leased asset at
any time wherever the leased asset may be located.
- The Lessee shall keep leased
asset at all time within the Lessees control and shall not remove the leased
asset from its original location of installation without the Lessors written
authorisation.
- The Lessee shall provide the
Lessor with regularly updated financial reports and other required information
for purpose of making an assessment of the Lessees financial position.
- The Lessee shall indemnify the
Lessor against all losses and damage to the leased asset.
- The Lessee shall indemnify the
Lessor against all losses and damage to the leased asset.
- The Lessee shall agree to
enter into comprehensive insurance contract for the leased asset for the whole
lease term
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- The Lessor shall have the
right to affix ownership or identification marks onto the leased asset.
- The Lessee shall not sell,
assign, pledge or mortgage the leased asset or allow a lien to be placed on the
leased asset.
- The Lessee shall not delete or
alter the identification marks of the leased asset.
- The Lessee shall not use the
leased asset for the purposes of which it is neither designed nor intended.
2. The Lessor represents and
warrants that it agrees to lease term and allow the Lessee to use the leased
asset provided that the Lessee continues to fulfil its obligations under the lease
contract.
3. Other provisions:
- The Lessee has no liability
regarding the condition, warranties or representations related to the condition
of the leased asset or its quality or suitability for the purpose for which the
leased asset is required by the Lessee.
- The Lessor is not liable for
the delivery of the leased asset to the Lessee.
- The Lessor has no liability
under the law for injury or damage sustained by defects in the equipment.
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- The Lessor has no liability
for any conditions, warranties or representations made by the supplier.
E. Ownership: Ownership
to the leased asset rests at all times with the Lessor and nothing in the lease
contract should imply the transfer of ownership right to the Lessee at any time
prior to the expiration of the lease term.
F. Loss of leased asset: if
the leased asset is stolen, destroyed or damaged, the Lessee must immediately
notify the Lessor. All monies recovered from insurance should belong to the
Lessor.
G. EVENTS OF DEFAULT: THE
LESSOR MAY IMMEDIATELY TERMINATE A LEASE CONTRACT BY WRITTEN NOTICE UNDER THE
FOLLOWING CONDITIONS:
1. Lease payments or any other
amounts due under the lease contract which remain unpaid for a reasonable
number of days after payment notice has been served to the Lessee.
2. The Lessee or its guarantors
is insolvent or bankrupt.
3. The leased asset is
irreparably damaged.
H. Upon termination of the lease
contract because of default by the Lessee, the Lessee must:
1. Immediately return the leased
asset to the Lessor.
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3. Indemnify the Lessor for all
losses suffered by the Lessor including ..
4. Notices: all notices of
demand should be in writing and delivered to the addresses stipulated in the
lease contract.
Chart 1. LEASE SCHEDULE
THE
LESSEE
Name:
Address:
THE
LESSOR
Name:
Address
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Model No.
Serial
No
Quantity
Item
Lessors cost of the leased
asset
Location of the leased asset
Leased specifications
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-. . . . Monthly/quarterly
rentals of each to be paid in advance/arrears
- The first rental payment is
due on the date of the delivery/ receipt and subsequent rental payments on .
. . . day of each month/quarter after the date of the delivery/ receipt
signed by the Lessee.
Overdue interest rate. . . . .
. .. . .per month
Specific provisions