Unofficial Translation

PRAKAS

on

THE MANAGEMENT OF PAYMENT SERVICE INSTITUTION

The Governor of the National Bank of Cambodia

• constitution of the Kingdom of Cambodia

• NS/RKT/0515/417 dated May 11, 2015 on the appointment of His Excellency Chea Chanto Governor of the National Bank of Cambodia, as equivalent to Senior Minister;

• reference to the Royal Kram NS/RKM/0196/27 dated January 26, 1996 promulgating on the Law on the Organization and the Conduct of the National Bank of Cambodia

• NS/RKM/ 1206/036 dated December 29, 2006 promulgating the amendment of the article 14 and 57 of the Law on the Organization and Conduct ofthe National  Bank of Cambodia

• reference to the Royal Kram NS/RKM/1199/ 13 dated November 18, 1999 promulgating the Law on Banking and Financial Institutions

• NS/RKM/1 005/030   dated   October   24,   2005

promulgating the Law on Negotiable Instruments and Payment Transactions

• July 20, 1998 on the Organizational Structure of the National Bank of Cambodia and functions-duties of all departments of the National Bank of Cambodia;

• N° B1-010-194 Prokor dated November 26, 2010 on the amendment of Article 3, Article 4, Article 5, Article 12 and Article 13 of Prakas on the Organizational Structure of the National Bank of Cambodia and functions-duties of all departments ofthe National  Bank of Cambodia ;

• Prakas N° B-9-01 0-151 Prokor dated August 25, 2010 on Third-Party Processor.
• the agreement reached at the Meeting of the Top Management of the National Bank of Cambodia dated June 13, 2017.

DECIDES

• 4 Preah Norodom Blvd., Phnom Penh,Cambod ia

Phone               : 855 23 722563       1

Fax/Phone        : 855 23 426117

Article 1.-

CHAPTER 1 GENERAL PROVISION

The purpose of this Prakas is to regulate and adopt procedures on licensing application of any legal person who intends to provide payment services in the Kingdom of Cambodia.

Article 2.-

This Prakas is adopted aiming at:

1. g safety and soundness of payment services

1. ncing fair competition and innovation and

1. omoting public confidence on payment services.

Article 3.-

This  Prakas  shall  apply  to  any  person  providing  payment  services  and  to  banking  and financial institutions operating under the supervision of the National Bank of Cambodia (NBC).

Article 4.-

Provision of the following payment service does not fall under the scope of this Prakas:

1. rmation Technology system to support the provision of payment services, which is not related to possession of the funds, processing and storage of data, trust and privacy protection services, data and entity authentication, information technology (IT) and communication network provision, provisions and maintenance of terminals and devices used for payment services. Payment transaction that use bank premise to process fund transfer and receiving transfer orders shall be under the scope of Prakas on Third-Party Processor;

1. Servicesusingspeificpaentinsrnsthatcnbeusedunderaeificltandruestnnyedoreosrsynheesofsdinrwtnaiidkfhesuo

Article 5.-

Technical terms used in this Prakas are defined as follows:

• t service user: A natural or legal person making use of a payment service in the capacity of payer, payee, or both.

• Paymenttransacton:An act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee.

• ds: Banknotes and coins, scriptural money and electronic money.

• An instrument enabling a holder or user to transfer funds or to withdraw funds;

• lectronic Money: Monetary value represented by a claim on electronic money issuer, issued on the receipt of funds, stored electronically for the purpose of making payment transactions and accepted as a payment instrument by natural and legal persons other than the electronic money issuer;

• ectronic Money Issuer: A payment service institution licensed to issue  Electronic Money under this Prakas;

• Diretdebit:A payment service for  debiting  a  payer’s  payment  account,  where  a payment transaction is initiated by the payee on the basis of the consent given by the payer to the payee, to the  payee’s  payment  service  institution  or  to  the  payer’s  own payment service institution.

• t transfer: A payment service for crediting a payee’s payment account with  a payment transaction or a series of payment transactions from a payer’s payment account by the payment service institution which holds the payer’s payment account, based on an instruction given by the payer.

• t Account: An account opened by the payment service user and used for the execution of a payment transaction;

• t Initiation Service: A service to initiate a payment order at the request of the payment service user with respect to a bank account or payment account held at banks or another payment service institution;

• t service institution: any legal person  licensed  to  provide  payment  services pursuant to this Prakas.

• Stndingder:An instruction of a payer given to his or her bank to pay a fixed amount at regular intervals to payee’s account;

• st Account: An account opened by Electronic Money Issuer in respect of  funds received from the users held in one or more entrusting banks with the sole purpose of making payment transactions, as instructed by the user and shall not be used for operational purpose of the Electronic Money Issuer;

• nt: A natural or legal person who acts on behalf of a payment service institution in providing payment services;

• cing Arrangement: Consists of entrusting by way of contract agreement with a legal person or another institution to provide one or many of its services on its behalf;

• : Payment service in which a payer sends fund to a payee or to a payment service institution that acts on behalf of the payee without any accounts opened in the name of the payer or payee;

Article 6. -

CHAPTER 2

APPLICATION PROCEDURE FOR LICENSE

Payment services shall be defined as the following:

1. es enabling cash to be placed on and withdrawn from a payment account, and any operations required for operating a payment accounts;

1. n of payment transactions including transfer of funds on a payment account with the user’s payment service institution or with another payment service institution:

• Eenofdrctdbt;

• Executionofpenttrsactionsthroughapaentrdorasiilrdvice;

• n of credit transfer including standing orders.

1. n of payment transaction where funds are covered by a credit line for a payment service user:

• Eenofdrctdbt;

• Executionofpenttrsactionsthroughpyentcrdorasilardvce;

• n of credit transfer including standing orders.

1. Issungofntinstrns,dggfcoconyrrgntr

1. y remittance;

1. Pntnitaonsrvics;

1. r payment services as defined by the NBC.

Article 7.-

1. n addition to the provision of payment services listed in Article 6, payment service institution shall be entitled to engage in the following activities after obtaining approval from the NBC:

• e provision of operational and closely related ancillary services such as ensuring the execution of payment transactions, foreign exchange services, and the storage and processing of data;

• Asocsanandhgndnnln

• Asopntigdlnts;

• siness activities other than the provision of payment services, having regard to applicable laws and regulations.

1. n the case that the payment service institution engages in other business activities, the NBC may require them to establish a separate entity if those activities impair or negatively affect the financial strength as well as its compliance to rules and regulations pursuant to payment service institution.

1. ayment service institution may hold payment account that is used only for payment transaction. The funds received from payment service user by a payment service institution shall not be considered as deposits.

1. ayment service institution may grant credit relating to payment services under the following condition:

• e  credit  shall  be  ancillary  and  granted  exclusively  in  connection  with  the execution of a payment transaction;

• e credit granted in connection with a payment shall be repaid within 180 (one hundred eighty) days;

• Shrtltedmesevdrdreeofxugantracn;

• Nthfeetsvensitns,tltisdohesfctfe,epenwfevrlntfrtn

Article 8.-

Any legal person who intends to provide payment services shall obtain a license from the NBC. Banks and financial institutions intend to provide payment services including issuing a payment instruments shall seek initial approval from the NBC.

Article 9.-

Person applying for a license as a payment service institution from the NBC shall comply with the following conditions:

1. Aponofpefntrsg

1. Abusnssplanincudngaforecastbudgetcalulatonforthefirst3(three)finanialyshdesrtshthentisleopyeteproportoatesyses,rsourcsandsoreu;

1. nce that the payment service institution holds adequate capital;

1. Adescriptonofsafeguardg-of-fudprocedure

1. Adesripionoftheppican’s governance arrangeens and intrnal controlechani,including ansrtv, rsk ngeent, and acoung procedures,hrep,odd

1. Aponferdeneodedwuprpns,cludingmonirandincidnsreporingechan;

1. Aptonfheosneo,nir,trakandrsrctaccssosenstivent

1. Adesriptionofbusinesscontinutyrrangentngardnnfhertclprs,ftvennysdaeo gy t iweauydcyfshs;

1. Adscrptionoftheprincipesanddfinitonspidrenofssiltaonperforance,transactionsdfrauds;

1. Aiyiyun,ndngadedsksstnrlonospyntserviesandadsrptionofscuritynrolanditgationeasurestakentoadequteytpyntvergtesid;

1. Aponofnmdhebgnnno

1. Aonfepp’srlrn,gndefgntdnh,gnto,gge,dfspnnapentandsetlentsste;

1. Anfeyf,eefresderygotedoeeddt;

1. Adescriponoftheentiyofdireorsndpersonsrsponslefortheangeentslsnehtyeofdedspegeperiencetoperformpntsrvc;

1. rmation pertaining to the identity of statutory auditors and audit firms;

1. vant legal documents and Articles of Association;

1. entifying of the address of the applicant’s head office.

Article 10.-

1. Consutingfeof500,000Riels(fivehundredthousandRiels)ndappliationfeeof0swon)tbenidhepnr.

1. ayment service institution shall pay annual fee for license of 20,000,000 Riels (twenty million Riels) by January 15, each year.

1. Forpentsrviceinstitutionwhoppliesforlicenseduringtheear,eicnefeeledpnydonhebrfstmeeohedfe

Article 11.-

The NBC shall provide written notification of its decision within 6 (six) months from the receipt of application for license. Where necessary, the NBC shall extend the duration of reviewing the application. The NBC shall set out specific conditions and timeline for the implementation of the approval in principle. In the event that the applicant fails to comply with those conditions and timeline, the approval in principle shall be waived, except where an extension has been requested and approved by the NBC. The NBC shall grant a license to the applicant after satisfying that all conditions stated in the approval in principle and related formality are fully complied with.

Article 12.-

The license is valid for a period of 6 (six) years. A license may be renewed only if the Payment service institution’s activities comply with applicable laws and regulations and all infractions of relevant laws and prudential regulations, if any, have been remedied.

An application for renewal of a license shall be submitted to the NBC at least 3 (three) months before the expiration of the existing license. In the event that the request includes new services or substantially different methods to provide the same services, the NBC shall consider this as a request for a new license.

In the event this deadline is not met, a fine of 1,000,000 Riels (one million Riels) per day of delay up to the submission date shall be imposed.

The Payment service institution, which would remain not comply beyond this period or any extension of time granted by the NBC, would be subject to a suspension of license or have their license revoked.

Article 13.-

CHAPTER 3

MINIMUM CAPITAL AND PRUDENTIAL RULES

Payment service institution shall have minimum capital not less than 8.000.000.000 Riels (eight thousand million Riels) in cash.

The minimum capital requirement is subject to be reviewed by the NBC from time to time as necessary.

Article 14.-

Payment service institution’s net worth shall not fall below the amount of initial capital. The calculation of net worth will be determined in a separate provision.

Article 15.-

A license Payment Service Institution shall capital guarantee of five percent (5%) of its paid up capital in account at the National Bank of Cambodia. Determination of interest rate shall be stipulated in the National Bank of Cambodia’s separate regulation.

Article 16.-

Funds received from the payment service users for the execution of payment transaction and the issuance of electronic money by the payment service institution shall be safeguarded in the following ways:

1. s shall be deposited in a separate account in a commercial bank as Trust Account or invested in secure, liquid low risk assets as defined by the NBC;

1. d held in trust account does not belonging to the payment service institution and any benefit of the fund shall be used for the interest of payment service user;

1. n the event that the payment service institution is unable to meet its financial obligations or in the event of insolvency, this fund shall be freeze for resettlement to the payment service user;

1. ommercial bank who held the funds shall be responsible for monitoring and reconciling the balance of trust account with the funds received from payment service user for execution of payment transaction, and issuance of electronic money.

Article 17.-

Where a payment service institution intends to provide payment services through an agent it shall comply with the following:

1. t to the NBC the information related to the agent including the name and address, the type of service provided, and the volume of operations;

1. opriate criteria to appoint agent and term and condition on their duties and responsibilities in accordance to applicable laws and regulations.

1. e that agents’ operation is under its full control and supervision and complies with all related rules and procedures.

Article 18.-

Where a payment service institution intends to outsource operational functions of payment services, it shall request for approval from the NBC.

Payment service institution shall ensure that outsourcing of operational function is under the scope of its internal control and the ability of the NBC to monitor and supervise.

Article 19.-

Payment service institution shall remain fully liable for all its actions including any acts of their employees, agents, or ability to which activities are outsourced.

Article 20.-

1. ny legal person other than banking and financial  institutions  and  payment  service institution is prohibited from issuing electronic money. The issuance of electronic money shall comply with the following conditions:

• Fundsreceivedforssuingelectronicnydoesnotontitutesdposits;

• Slueicoytrueoneretfnd;

• Sl vt he s vd frm n c ney er into electronicoytyaydakehmreyr;

• hall transfer the funds collected in return for issuing electronic money to a separate account to be opened in a bank and to keep funds on that account during the term of use;

• Sltgrttryortdoeghfengwhhecyrscony;

• Slyeheonfepn;

• Ordssdrndye

1. e NBC may waive the application for licensing and allow legal person to notify for notification if the following requirement are complied with:

• Anoustndngofeachpentccountdoesnotxceedaliitof200,000Rielsodd)rq

• tal outstanding of all payment account does not exceed a limit of 800,000,000 Riels (eight hundred million Riels) or equivalent;

• c  money  service  provided  for  payment  of  certain  good  or  services  as specified in advance by single legal person;

• Ordssdrndye

Article 21.-

To  ensure  safety  and  efficiency  of  the  payment  service  to  the  public,  payment  service institution shall:

1. n security system to maintain public confidence on the services provided;

1. mploy  sufficient human resource with the right expertise and technical equipment  to operate the system safely and efficiently;

1. ument clear operating procedures and technical specification;

1. Adoptreslintinternlcontrolcani;

1. e the system and conduct testing emergency on a regular basis;

1. t up contingency plan including data recovery system;

1. t up a fraud detection system and risk identification methods.

Article 22.-

To ensure protection for payment service user, payment service institution shall:

1. e important information in advance to payment service user regarding to:

• Svcehreohenrdee

• ypes of service to be provided

• hange rate used

• Oherrelaedfees

• ean and location to access payment service

• Otnh

• ime for addressing consumer complaint.

1. blish terms and conditions on the user of payment service including responsibilities of all parties involved;

1. e payment service institution shall make available to the payment service user, in an easily accessible manner, the information and conditions specified above with regard to its own services.

1. e information and conditions specified above shall be given in easily understandable words and in a clear and comprehensible form,

1. Antsenttnslyaorntngttw-es]r o he ve de f y rl hge n ny m r n of

customer’s account required to be disclosed, unless such change is immediately necessary to maintain or restore the security of a payment system or a customer’s account.

1. r  a  receipt  or  evidence  to  payment  service  user  upon  completion  of  payment transactions;

1. ntain the receipts and other documents related to payment transaction for inspection purpose.

1. tablish dispute resolution framework and disclose to payment user in order for them seeking immediate response in the event of dispute;

Article 23.-

In order to implement the law and regulations related to Anti-Money Laundering and Combating the Financing of Terrorism mechanism, payment service institution shall fulfill obligation as the following:

1. ablish internal system to detect and monitor cash transaction and suspicious transaction;

1. rmulate  appropriate  procedures  to  identify  payment  service  user  and  implement customer due diligences;

1. eport suspicious transactions to the relevant authority;

1. t compliance officer concern with AML/CFT issues.

1. APentServicsProvidershallguaraneettyrdygnhrhpyhestndtonhsil

Article 24.-

1. ayment service institution intending to engage in any of the following activities shall obtain authorization from the NBC.

• Agrwhtsietinrherts;

• Dnreurefn

• r and acquisition of all or part of business.

1. e  operating  license  of  a  payment  service  shall  terminates  automatically  under  the following conditions:

• Onedtenheglptyrnts;

• Onedtensaiys

• Onedtenses

Article 25.-

Any change in the structure of capital contributors, management, operating procedures, and other significant changes in the organization shall seek initial approval from the NBC.

Article 26.-

Payment service institution shall implement the provision of professional secrecy as stated in Article 47 of the Law on Banking and Financial institutions

Article 27.-

CHAPTER 4 EXAMINATION

The NBC shall conduct an annual examination to payment service institution and its agents upon 15 (Fifteen) days notification. The NBC may examine a payment service institution and its agents at any time, without notice, if the NBC has reasons to believe that the payment service institution is engaging in an unsafe or unusual practice or has violated or is violating this Prakas or an order issued under this Prakas.

Article 28.-

A Payment service institution shall provide any information requested by the  NBC  and produce all books, minutes, accounts, cash instruments or any documents relating to its business or the business of its affiliates for the inspection of any examiner appointed by the NBC at such time and manner as the NBC specifies.

Article 29.-

Payment service institution shall submit supervisory return to the NBC at the latest on the 10th of the following month; using the templates provided by the NBC and on the specific date as prescribed by the NBC for relevant information and requirements late submission of the report and other requirement, a fine of 1,000,000 Riels (one million Riels) per day shall be imposed. Payment service institution would be subject to severe penalty if corrective has not been taken.

Article 30.-

Payment service institution shall maintain all appropriate records for at least 5 (five) years or logs. All records maintained by payment service institution shall disclose for supervision by the NBC.

Article 31.-

CHAPTER 5 SANCTIONS

Any person fails to comply with any provision in this Prakas shall be subject to sanctions in accordance with Article 52 and 54 of the Law on Banking and Financial Institutions.

Article 32.-

The  NBC  may  suspend  or  revoke  the  operating  license  granted  to  the  payment  service institution under the following conditions:

1. s to commence operation within 6 (six) months after obtaining license; or has ceased to engage in business operation for 6 (six) months;

1. es the NBC to expressly renounce its operation rights or to cease its operations;

1. nally or with gross negligence use false statements and documents when request for license;

1. s not meet the conditions specified in Article 9 of this Prakas;

1. s to comply with direction or notification of the NBC;

1. EngageinbsinssoperatnwithoutprrpprolfrmtheNBC;

1. e a threat to the safety, efficiency and soundness to national payment system.

Article 33.-

In the event that there is a delay in:

1. Provisonfreportsand other nforation: te t ce itn sll betoanef100sne ion ) r dy. nt ceunlbetorsnyfedysobed

1. ayment of license fee: the payment service institution shall be subject to a fine by which the payment service institution shall pay interest at applicable refinancing rate on the unpaid license fee up to 30 (thirty) days.

Article 34.-

CHAPTER 6 TRANSITIONAL  PROVISIONS

Payment service institutions that are holding a valid license under the Prakas on Third-Party Processor shall re-apply for license pursuant to this Prakas within 6 (six) months, except for those institutions providing  payment service as stated in Article 4 (point 1).

Article 35.-

CHAPTER 7 FINAL PROVISIONS