Nghị định 53/2013/ND-CP

DECREE

ON ESTABLISHMENT, ORGANIZATION AND OPERATION OF VIETNAM ASSET MANAGEMENT COMPANY

Pursuant to Law on Governmental organization dated December 25, 2001;

Pursuant to the Law on the State Bank of Vietnam No.46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on Credit Institutions No. 47/2010/QH12 dated June 16, 2010;

Pursuant to Enterprise Law No.60/2005/QH11 dated November 29, 2005;

At the proposal of the Governor of the State Bank of Vietnam,

The Government issues this Decree on the establishment and operation of asset management companies of Vietnamese credit institutions

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree provides for the establishment and operation of asset management companies of Vietnamese credit institutions (hereafter referred to as Asset Management Company)

Article 2. Subject of application

1. Asset management company

2. Vietnamese credit institution (hereafter referred to as credit institution)

3. Other institutions and individuals related to the establishment, organization and operation of the asset management company.

Article 3. Establishment of asset management company

1. The State Bank of Vietnam (hereinafter referred to as the State Bank) shall establish the asset management company to handle bad debts, promote reasonable credit growth for the economy.

2. Asset management company is a specialized enterprise and is organized in the form of a one-member limited liability company whereby the State owns 100% of charter capital and subject to the State management, inspection and monitoring conducted by the State Bank.

Article 4. Explanation of term

In this Decree, the following terms are construed as follows:

1. Vietnamese credit institution is a credit institution established and operating under the Law on credit institutions, excluding credit institutions with 100% foreign capital and Joint-venture credit institutions.

2. Loan customer includes institution (excluding foreign credit institutions and bank branches), individuals granted credit by credit institutions for bond purchase; enterprises and institutions (excluding foreign credit institutions and bank branches) receiving the entrustment of credit institutions to purchase bonds of enterprises bad debts and sell them to the asset management company.

3. Existing loan customer is the loan customer who has not revoked his License of operation, dissolved and broken as prescribed by law (for institutions) or is not dead or missing (for individuals)

Article 5. Principle of operation of the Asset Management Company

The Asset Management Company shall operate in the following principles:

1. Covering expenditures with revenues and not for profit

2. Being public and transparent in the activities of purchase and handling of bad debts.

3. Limiting risks and expenses in handling of bad debts.

Article 6. Granting credit to loan customer with bad debts to be sold to asset management company

The loan customer who has bad debts to be sold to the asset management company and has feasible business and production plan shall be further considered and granted credit by credit institution as agreed and prescribed by law,

Article 7. Method by which the asset management company buys the credit institution’s bad debts

1. Buying credit institution’s bad debts in the book value by special bonds by issued by the asset management company.

2. Buying credit institution’s bad debts with market price by the fund which is not special bonds.

3. Based on the Asset Management Company’s financial capacity, economic efficiency and market conditions, the Asset Management Company may buy the credit institution’s bad debts by the method prescribed in Clause 2 of this Article for bad loans meeting the following conditions:

a) Meeting the conditions specified in Article 8 of this Decree;

b) Being able to fully recover money used to buy bad debts;

c) Secured assets of the bad debts can be put on sale;

d) Loan customer is able to restore debt repayment

4. The member Board of the Asset Management Company shall develop the plan for buying bad debts by the method specified in Clause 2 of this Article for submission to the Governor of the State Bank before implementation.

Article 8. Conditions for bad debts bought by Asset Management Company

1. The Asset Management Company shall buy the bad debts with the following conditions:

a) The credit institution’s bad debts including the ones in activities of credit granting, purchase of corporate bonds, trusted purchase of corporate bonds and trusted credit granting and other activities as prescribed by the State Bank.

b) Bad debts with collateral;

c) Bad debts and collateral must be legal with valid documents and papers;

d) Loan customer still exists;

e) The balance of bad loans or outstanding of loan customer is not lower than the level prescribed by the State Bank.

2. The State Bank shall guide specific conditions for bad debts specified in Clause 1 of this Article.

3. The Prime Minister shall decide on the re-purchase of credit institution’s bad debts by the asset management company which do not meet the conditions specified in Clause 1 of this Article at the request of the State Bank.

Chapter II

ORGANIZATION, MANAGEMENT AND OPERATION OF ASSET MANAGEMENT COMPANY

Article 9. Charter capital

The charter capital of Asset Management Company is 500 billion VND Vietnam.

Article 10. Organizational structure of the Asset Management Company

1. The Asset Management Company has it head office in Hanoi and may establish its branches and representative offices in a number of centrally-affiliated provinces and cities after being approved by the State Bank.

2. The management structure of the Asset Management Company includes the member Board, Supervisory Board and CEO.

Article 11. Management and operation of Asset Management Company

1. The member Board includes no more than 07 members.

2. The Supervisory Board includes no more than 03 members.

3. The Asset Management Company has a General Director and a Deputy General Director.

4. Powers, duties and responsibilities of the member Board, Supervisory Board, members of the member Board, members of the Supervisory Board, General Director of the Asset Management Company shall comply with the provisions of law and the charter of the Asset Management Company.

5. The State Bank shall appoint and dismiss the Chairman and the members of the member Board, the Head and members of the Supervisory Board, General Director and Deputy General Director of Asset Management Company.

6. The legal representative of the Asset Management Company is not necessarily the auctioneer in accordance with the law on asset auction.

Chapter II

ACTIVITIES OF ASSET MANAGEMENT COMPANY

Article 12. Activities of Asset Management Company

1. Asset Management Company may perform the following activities:

a) Purchase of bad debts of credit institutions;

b) Debt recovery, debt collection and handling, sale of debtd and collateral;

c) Restructuring of debt, adjustment of debt repayment conditions, conversion of debts into contributed capital, the capital stock of the loan customer;

d) Investment, repair, upgrade, exploitation, use and lease of collateral whose debts have been collected by the asset management company.

e) Management of bad debts bought and checking and monitoring of collateral related to bad debts, including documents and records relating to bad debts and loan guarantee;

g) Consultation, brokerage, debt and asset sales;

h) Financial investment and capital contribution, share purchase;

i) Organization of asset auction.

k) Guarantees for organizations, businesses and individuals to borrow money from a credit institution;

k) Other activities consistent with the functions and duties of the Asset Management Company after being allowed by the State Bank.

2. Asset Management Company may authorize the credit institutions to sell debts and perform the activities specified at Point b, c, d and e, Clause 1 of this Article.

Article 13. Rights and obligations of the Asset Management Company

1. Rights of Asset Management Company

a) Requesting credit institutions to sell debts, loan customer, debt payer, the guarantor and agencies, organizations and individuals concerned to provide relevant information and documents on the organization and operation of loan customer, debt payer, the guarantor, the information and documents on bad debts, collateral of the bad debt sold to the Asset Management Company;

b) Suggesting credit institutions to sell bad debts to the Asset Management Company;

c) Joining the restructuring process of loan customer after capital contribution, purchase of shares from the loan customer.

d) Receiving the collateral to replace the performance of obligation of the guarantor as prescribed by law, seizing collateral for handling and recovery of debts.

e) Suggesting state management agencies concerned and the law enforcement agencies to complete the procedures, legal documents on the collateral and coordinating and supporting in the process of seizure of assets and settlement and recovery of debts and collateral.

g) Suggesting the transaction registering agencies to ensure the registration of secured transactions relating to the collateral of the bad debts purchased by the Asset Management Company but having not been registered for secured transactions;

h) Asset Management Company becomes the secured party and may perform the registration of secured transactions based on sales contract of bad debts without having to sign a security contract with the guarantor;

i) Supervision and inspection of credit institutions in the implementation of activities authorized by the Asset Management Company under the provisions of Clause 2, Article 12 of this Decree;

k) Being given a percentage of the amount recovered of bad debts bought by the Asset Management Company by the special bonds under the provisions of the State Bank, after the consensus with the Ministry of Finance;

l) Other rights of creditors, the secured party under the provisions of law.

2. Obligations of the Asset Management Company

a) Conservation and development funds allocated by the State;

b) Performance of annual independent audit;

c) Implementation of the registration of contract of sale of the debt claim in accordance with the law on secured transactions;

d) Acceptance of accountability before state management agencies, the public on the situation of activities;

e) Performance of other duties as prescribed by the Charter and the provisions of law.

Article 14. Asset Management Company’s purchase of bad debts.

1. Asset Management Company shall buy bad debts from credit institutions according to the book value of the outstanding debt minus the unused provisions for such bad debts.

2. Asset Management Company shall buy bad debts from credit institutions at market values based on the agreement and the bad debt value that is reassessed.

3. The credit institutions that sell debts shall provide Asset Management Company with the information and documents about the outstanding principal and the interest that have not been paid by their loan customers.

4. When buying bad debts at market prices, Asset Management Company shall reassess their value based on the ability to recoup investment and collateral for such bad debts; MAC may hire an advisory organization to valuate bad debts and collateral where necessary.

5. When a credit institution having 3% bad debt ratio of 3% or higher, or a bad debt ratio determined by the State bank does not sell bad debts to Asset Management Company, the State bank shall consider taking the following measures:

a) Carry out an inspection or request the credit institution to hire an independent audit company or valuation company to reassess the quality and value of its assets, equity capital, and charter capital; the cost of audit and valuation is paid by the credit institution;

b) Bases on the result of inspection, independent audit or valuation, the credit institution shall sell bad debts to MAC to ensure a safe bad debt ratio, make provisions, and comply with the adequacy ratios as prescribed by the State bank; restructure itself according to a plan approved by the State bank.

6. The sale of bad debts shall be contracted and the credit institution that sells its debts must send written notifications to its loan customers, debt payers, and guarantors within 10 working days for them to know and fulfill their obligations to Asset Management Company.

Article 15. Fund sources of Asset Management Company

1. Asset Management Company has the following fund sources:

a) Charter capital;

b) Special bonds issued by Asset Management Company to buy bad debts of credit institutions;

c) Funds set up as prescribed by law;

d) Other mobilized fund sources as prescribed by law

2. Asset Management Company is not required to implement regulation on the rate of fund mobilization on charter capital that applies to State enterprises.

Article 16. Measures to handle bad debts and collateral of Asset Management Company

1. Implementing rights of owner, the secured party with respect to loan customers, obligors to pay debt and the securers with the aim to recover debts and collateral.

2. Urging, requesting for debt payment, recovering debts from loan customers, obligors to pay debt and the securers.

3. Restructuring bad debts, supporting loan customers as prescribed in Article 17 of this Decree.

4. Negotiating with loan customers on transfer of debts into contribution capital, share capital for their participation in restructuring finance and operation.

5. Recovering debts by receipt of collateral of debts; recovery, custody and handling of collateral as prescribed by law.

6. Selling debts for organizations, individuals.

7. Suing the loan customers, obligors to pay debt and the securers at court

8. Filing an application to request Court to implement procedures for bankruptcy as prescribed by law on bankruptcy with respect to borrower inability to pay debts and obligors to pay debt and the securers inability to implement their obligations.

Article 17. Measures to restructure bad debts, support for loan customers of Asset Management Company

1. Asset Management Company shall implement measures to restructure debts with the aim to support for loan customers as follows:

a) Adjusting the term of debt payment, time limit for debt payment in conformity with production and business conditions of loan customers;

b) Applying interest of purchased debts in conformity with solvency of loan customers and market conditions;

c) Reducing partly or exempting whole interest amounts which are overdue for payment which loan customers have not yet had solvency.

2. The State bank shall specify the debt restructuring of Asset Management Company specified in clause 1 of this Article.

3. In case where loan customers are assessed to have good capacity for recovery, Asset Management Company shall consider investing, financing to support the loan customers in solving temporary financial difficulties and recovering their production and business.

4. Asset Management Company shall guarantee for the loan customers of credit institutions if it assesses the loan customers is able to recover well or have new effective project ensuring for debt payment.

Article 18. Disposal of Collateral of bad debts which were bought by Asset Management Company

1. Collateral of bad debts which were bought by Asset Management Company shall be handled under agreements of parties; if there is no agreement, collateral shall be brought to auction.

2. In case there is no agreement of parties regarding disposal of collateral, the disposal of collateral shall be implemented through methods of auction as follows:

a) Auction through professional auction organizations;

b) Asset Management Company implements auction.

Asset Management Company may select and decide methods of sale of collateral in conformity with regulation of law and ensuring principles of publicly and transparency.

3. After implementing custody and receipt of collateral from the party keeping collateral, Asset Management Company is entitled to implement the asset auction as prescribed in clause 2 of this Article without consent of the securers. Asset Management Company shall notify in writing owner of collateral of the collateral auction within 10 working days before organize auction.

4. Result of auction, contract of asset sale of Asset Management Company for the buyer of asset are basis for defining the financial obligation, notarization, authentication,doing procedures for transfer of ownership and use right of collateral and termination of ownership and use right of assets of the securers or owners of assets.

5. In case Asset Management Company implements auction of collateral which are registered ownership, use right, the receiver of asset shall be issued certificate of asset ownership and use right by the competent state agencies.

Procedures for transfer of collateral ownership and use right shall be implemented as prescribed by law on registration of asset ownership and use right. If it is provided for by law that the transfer of asset ownership or use rights must be approved in writing by the owner and on the basis of a contract on asset purchase and sale between the asset owner or the judgment debtor and the asset buyer on disposal of collateral, the asset pledge contract or the asset mortgage contract is used as a substitute for those papers.

6. The order, procedures for self-organization of asset auction by Asset Management Company shall comply with regulation of law on auction.

Article 19. Handling of proceeds from bad debts that Asset Management Company has bought them by the special bonds

1. After deducting the expenses related to disposal of collateral, the proceeds through debt sale, deposit of collateral, debt payment of loan customers, payment of debt payer shall be used for payment of obligations involving debt payment of loan customers, debt payers.

2. After deducting the payable amounts to Asset Management Company as prescribed in point i clause 1 Article 13 of this Decree

3. Payment priority order upon disposal of collateral shall comply with the Civil Code and law on registration of security transactions

Chapter IV

SPECIAL BONDS OF ASSET MANAGEMENT COMPANY

Article 20. Special bonds

1. Special bonds are issued by Asset Management Company to buy bad debts of credit institutions and have the following characteristics:

a) Special bonds are issued under forms of certificate, book entry or electronic data;

b) Par value of special bond is equal to purchase price of bad debts specified in clause 1 Article 14 of this Decree;

c) Special bonds are issued in VND with the maximal term of 05 years and interest of 0%;

d) Special bonds are used for refinancing loans from the State bank.

2. Asset Management Company issues special bonds under the issuance plan already approved by the State bank.

3. The State bank shall specify on provisions of refinancing loans on the basis of special bonds, level of refinancing loans in comparison with the Par value of special bond.

4. The State bank shall submit to the Prime Minister for decision on the interest rate for refinancing loans on the basis of special bonds applied to credit institutions in each period.

5. Regulation on issuance of corporate bonds shall not be applied to the bond issuance of Asset Management Company. The State bank shall specify the issuance of special bonds of Asset Management Company.

Article 21. Rights and obligations of credit institutions possesing special bonds

1. Credit institutions possesing special bonds have the following rights:

a) Using special bonds for refinancing loans from the State bank as prescribed by the State bank;

b) Being entitled to enjoy the amounts of debt recovery as prescribed in clause 2 Article 19 of this Decree.

2. Credit institutions possesing special bonds have the following obligations:

a. Setting up the annual risk provision for special bonds in their operational expenses at the rate not lower than 20% of par value of bonds during time limit of special bonds so as to create source for handling of bad debts when they are bought from Asset Management Company;

b) Using special bonds to buy bad debts under book value which Asset Management Company bought by special bonds but they have not yet been handled or recovered wholly at the due time of special bonds as prescribed.

3. The State bank shall guide the setting up and use of risk provision for special bonds.

Article 22. Payment of special bonds and re-purchase of bad debts which Asset Management Company bought by special bonds

1. Within 05 working days after the amounts of risk provision have been set up for special bonds not lower than the book value of principal balance of related bad debts or within 05 working days from the maturity time of special bonds, credit institutions purchasing debts must:

a) Returning the refinancing debt balance on the basis of related special bonds to the State bank;

b) If failing to recover full debts, credit institutions re-purchasing bad debts from Asset Management Company at the book value of principal balance, credit institutions must return special bonds related to those debts to Asset Management Company and Asset Management Company shall pay enjoyed amounts on amounts of debt recovery specified in clause 2 Article 19 of this Decree;

c) If debts are paid fully, credit institutions selling debts shall return special bonds to Asset Management Company and Asset Management Company shall pay the enjoyed amounts of debt recovery as prescribed in clause 2 Article 19 of this Decree.

2. Asset Management Company must supply for credit institutions re-purchasing bad debts about information, documents regarding the principal balance and all unpaid interest that must pay to loan customers.

3. After receiving bad debts from Asset Management Company, credit institutions shall use the amounts of risk provision already set up for respective special bonds to handle risk for these debts, and continue the accounting of outside balance sheet for monitoring and implementation of measures to recover and handle debts as prescribed by law.

4. Credit institutions may re-purchase debts from Asset Management Company without consent of loan customers, obligors to pay debts and securers.

5. Within 10 working days after signing contract of debt purchase and sale, credit institutions purchasing debts must notify loan customers, debt payers, securers of debt re-purchase from Asset Management Company for implementation of their obligations with credit institutions.

6. Credit institutions must report the State bank on result of debt re-purchase from Asset Management Company.

7. The State bank shall specify payment of special bonds and re-purchase of bad debts which Asset Management Company bought them by special bonds.

Chapter V

FINANCE, ACCOUNTING, AND REPORTING REGIME

Article 23. Finance mechanism and accounting regime of Asset Management Company

1. Revenues of Asset Management Company include:

a) Revenues from debt repayment;

b) Revenues from the sale of debts and collateral;

c) Revenues from financial investment, capital contribution, and share acquisition;

d) Collection of fees and commission from giving advices, brokering the sale and settlement of debts and assets;

dd) Revenues from the lease and use of assets;

e) Revenue from financial activities;

g) Irregular revenues;

h) Collection of asset auction fees;

i) Other revenues

2. Expenditures of Asset Management Company include:

a) Expenditures on buying debts;

b) Expenditures on debt collection;

c) Expenditures on giving advices, brokering the sale and settlement of debts and assets;

d) Expenditures on the sale debts, shares, and transfer of contributed capital;

dd) Expenditure on the maintenance, investment, repair, and upgrade of assets;

e) Expenditure on making provisions for the bad debts purchased at market prices; for investments, funding, and guarantee as prescribed in Clauses 3 and 4 Article 17 of this Decree.

g) Expenditures on wages, bonus, and benefits for employees as prescribed in Point a Clause 6 of this Article;

h) Expenditure on asset auction;

i) Administrative expense

k) Expenditure on interest on loans;

l) Expenditure on assets;

m) Other expenditures.

3. The distribution of profits and establishment of funds of Asset Management Company shall comply with law.

4. The Ministry of Finance shall provide guidance on making and using provisions for investments, funding, guarantee; revenues, expenditures, profit distribution, establishment and use of funds of Asset Management Company prescribed in Clauses 1, 2, and 3 of this Article.

5. Asset Management Company shall include the provisions in the operating cost and use the provisions for the bad debts purchased at market prices as prescribed by the State bank.

6. Asset Management Company may apply some special financial mechanism below:

a) The mechanism for wages, bonus, and benefits applicable to state-owned enterprises that is suitable for the operation of Asset Management Company;

b) Provisions for the bad debts purchased with special bonds and receivables collected from credit institutions are exempt;

c) The regulations on investments made by state-owned enterprises in other sectors are not applicable to Asset Management Company.

7. Asset Management Company shall do the accounts under the guidance of the State bank.

Article 24. Openness, transparency, and accounting regime of Asset Management Company

1. Asset Management Company shall disclose:

a) Its annual financial statements that are audited by independent auditors;

b) The procedures and methods for valuating debts and assets;

c) The procedures and methods for selling debts and assets;

d) The sale of debts and assets;

dd) Other issues prescribed by the State bank.

2. Asset Management Company shall provide debt buyers and asset buyers with necessary information about the debts and assets Asset Management Company intends to sell.

3. Asset Management Company shall provide the information prescribed in Clause 1 of this Article in the following ways:

a) Holding a press conference;

b) Posting it on the website of Asset Management Company;

c) Posting it at the head office of Asset Management Company and locations where debts and assets are sold;

d) Broadcasting;

dd) Publishing in the form of documents and publications.

4. Asset Management Company shall comply with the reporting regime in accordance with law and guidance of the State bank.

Chapter VI

RESPONSIBILITIES OF STATE MANAGEMENT AUTHORITIES AND RELEVANT PARTIES

Article 25. Responsibilities of the State bank

1. Issuing the Decision to establish Asset Management Company

2. Approving the Charters and amendments to the Charter of Asset Management Company

3. Using legal capital sources to ensure the sufficient charter capital of Asset Management Company as prescribed in Article 9 of this Decree.

4. Exercising the right to represent state capital at Asset Management Company.

5. Performing supervision, inspections, and penalize the violations against the laws on buying, selling, and settling bad debts committed by credit institutions and Asset Management Company.

6. Cooperating with the Ministry of Finance in guiding Asset Management Company to do the accounts.

7. Providing credit institutions and Asset Management Company with guidance on buying, selling, and settling bad debts.

8. Elaborating and provide guidance on the implementation of the Articles and Clauses of this Decree that are assigned to the State bank.

Article 26. Responsibilities of the Ministry of Finance

1. Coordinating with the State bank in providing guidance on the financial mechanism of Asset Management Company.

2. Coordinating with the State bank in guiding Asset Management Company to keep do the accounts.

Article 27. Responsibilities of the Ministry of Justice

1. Coordinating with relevant agencies and organizations in studying and completing the documents providing guidance on the order and procedure for asset auction in accordance with this Decree and relevant laws.

2. Coordinating with relevant agencies and organizations in directing affiliated units and registries to cooperate with and support Asset Management Company in registering secured transactions

Article 28. Responsibilities of the Ministry of Natural Resources and Environment

Providing guidance for affiliated units on cooperating and supporting the transfer of the right to use land during the settlement of collateral of Asset Management Company.

Article 29. Responsibilities of the Ministry of Labor, War Invalids and Social Affairs

Coordinating with the Ministry of Finance and the State bank in providing guidance on the mechanism for wages, bonus, and benefits of employees of Asset Management Company according to the mechanism applicable to state-owned enterprises, in a way that suit the operation of Asset Management Company.

Article 30. Responsibilities of relevant Ministries, agencies, organizations, and People’s Committees at all levels

1. People’s Committees and police departments at all levels shall participate in the seizure and management of collateral, and take measures to ensure the order and security, ensuring the rights of Asset Management Company to seize and keep collateral.

2. People’s Committees and tax authorities at all levels shall assist Asset Management Company in completing the procedure and documentation for fulfilling its financial obligations to the State when transferring the right to collateral to buyers.

3. People’s Committees, Natural Resources and Environment Authorities, and relevant agencies at all level shall cooperate in following the procedure for registering and transferring the ownership and the right to use assets at the request of Asset Management Company.

4. The Ministries, agencies, organizations concerned and People’s Committees at all level, within their area of competence, shall direct their affiliated units to complete the procedure and legal documents of collateral, settle collateral, and recover debts at the request of Asset Management Company.

Article 31. Responsibilities of credit institutions

1. Assessing and identifying the bad debts eligible for being sold to Asset Management Company.

2. Selling bad debts to Asset Management Company.

3. The credit institutions that have sold bad debts to Asset Management Company shall:

a) Sufficiently and responsively providing Asset Management Company with the information and documents about loan customers, debt payers, guarantors, debts, and collateral of the debts sold to AMD; take responsibility for the sufficiency and accuracy of such information and documents;

b) Coordinating with competent agencies, Asset Management Company, and loan customers in completing the procedures and legal documents relating to the bad debts and collateral of the bad debts sold to Asset Management Company.

c) Considering and offering credit to loan customers that sell bad debts to the Asset Management Company in accordance with agreements and law.

4. The credit institutions that sell bad debts to Asset Management Company and receive special bonds shall:

a) Fulfill the obligations prescribed in Clause 2 Article 21 of this Decree;

b) Take and perform the tasks assigned by Asset Management Company as prescribed in Clause 2 Article 12 of this Decree;

c) Include the expenditures on the management, collection, settlement of debts and collateral for the bad debts purchased by Asset Management Company with special bonds and the expenditures on the performance of the tasks assigned by Asset Management Company in the operating costs

d) Ensure the safety of assets and documents entrusted by Asset Management Company; supervise, collect, settle bad debts and collateral entrusted by Asset Management Company.

dd) Immediately notify the Asset Management Company of the revenues from the collection of principal, interest, settlement and sale of collateral.

5. Fulfill other responsibilities as prescribed by law.

Article 32. Responsibilities of loan customers and debt payers.

1. Fulfilling the obligations to credit institutions and Asset Management Company in accordance with the commitment and law.

2. Arranging capital, sell assets, and transfer collateral under the ownership of loan customers to repay principal and interest to Asset Management Company or the credit institutions authorized by Asset Management Company.

3. Ensuring the close cooperation, sufficiently and responsively provide information and documents at the request of Asset Management Company and the credit institution authorized by MAC; take responsibility for the accuracy of the information and documents provided for Asset Management Company and the credit institution authorized by Asset Management Company.

4. Completing the legal documents relating to the bad debts and collateral for the bad debts sold to Asset Management Company.

5. Supplementing, replacing collateral, or take measures for ensuring debt repayment in accordance with agreements with relevant parties.

6. Accept the sale and purchase of debts between credit institutions and AMD.

7. Fulfill other responsibilities as prescribed by law.

Article 33. Responsibilities of guarantors

1. Fulfill all obligations in accordance with the signed guarantee contracts and law.

2. Ensure the close cooperation, sufficiently and responsively provide information and documents at the request of Asset Management Company and the credit institution authorized by MAC; take responsibility for the accuracy of the information and documents provided for Asset Management Company and the credit institution authorized by Asset Management Company.

3. Arrange capital, sell assets, and transfer collateral under the ownership of guarantors to repay principal and interest to Asset Management Company or the credit institutions authorized by Asset Management Company.

4. Supplement, replace collateral, or take measures for ensuring debt repayment in accordance with agreements with relevant parties.

5. Accept the sale and purchase of debts between credit institutions and AMD.

6. Fulfill other responsibilities as prescribed by law.

Chapter VII

PROVISIONS ON IMPLEMENTATION

Article 34. Effect

This Decree takes effect on July 09^th 2013.

Article 35. Implementation

Ministers, Heads of ministerial agencies; Heads of Governmental agencies; the Presidents of People’s Committees of central-affiliated cities and provinces; the President of the Member assembly and General Director of Asset Management Company; Presidents of the Boards of Directors, Presidents of the Member assemblies and General Directors of credit institutions, relevant organizations and individuals are responsible for the implementation of this Decree./.