Decree No. 129/2020/NĐ-CP on the functions, tasks, and operational mechanisms of the Vietnam Asset Management Company Limited (VAMC)

DECREE

ON THE FUNCTIONS, TASKS AND OPERATING MECHANISM OF THE VIETNAM ASSET MANAGEMENT COMPANY (DATC)

On the basis of Law on Government Organization dated June 19, 2015;

On the basis of Investment Law November 26, 2014;

On the basis of Enterprise Law November 26, 2014;

On the basis of Law on Management and Use of State Capital for Production and Business Investment at Enterprises November 26, 2014;

At the proposal of the Minister of Finance;

The Government issues this Decree on the functions, tasks, and operating mechanism of the Vietnam Asset Management Company (DATC).

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the functions, tasks, and operating mechanism of the Vietnam Asset Management Company (DATC), which is wholly owned by the State with 100% capital contribution.

Article 2. Applicability

1. Vietnam Asset Management Joint Stock Company Limited (hereinafter referred to as DATC or the Company).

Article 3. Name of the Company, Head Office

Article 3. Explanation of Terms

1. "Creditor" means credit organizations, economic organizations, individuals, or other civil transaction subjects having the right to demand payment.

2. "Debtor" means economic organizations, individuals, or other civil transaction subjects having the obligation to repay debts as specified in contracts or arising from legal provisions.

3. "Asset owner" means organizations or individuals having ownership rights over assets.

4. "Debt purchase plan" means a plan developed by DATC for purchasing one or several receivables of one or several creditors.

5. "Asset purchase plan" means a plan developed by DATC for purchasing one or several assets of one or several asset owners.

6. "Enterprise restructuring plan through debt purchase activities" means a plan developed by DATC for restructuring and reviving the operations of enterprises to recover debts from purchasing one or several payable debts of debtor enterprises.

7. "Debt repayment reduction" means a measure to eliminate part of the debtor's debt repayment responsibility in accordance with legal provisions.

8. "Cost of debt purchase" means the cost of purchasing debt, including: the price of purchasing the debt plus (+) related costs associated with purchasing the debt.

9. "Converting debt into equity contribution" means using purchased debt to convert into equity contributions at enterprises and is a method of handling and recovering debts.

Article 4. Organizational and management model of DATC

1. The organizational and management model, and the legal representative of DATC shall be implemented in accordance with the Charter of the organization and operation of DATC.

2. DATC has its own legal personality, seal, and is entitled to open domestic currency and foreign currency accounts at the State Treasury, domestic and foreign commercial banks in accordance with the law.

Article 5. Functions and tasks of DATC

1. Supporting enterprise restructuring, ownership conversion of state-owned enterprises with 100% state capital contribution through activities of receiving, purchasing, managing, and disposing of debts and assets.

2. Purchasing and managing debts and assets based on ensuring the following principles:

a) Safeguarding and developing state investment capital at DATC;

b) Prioritizing the concentration of DATC resources to support enterprise restructuring, ownership conversion of state-owned enterprises with 100% state capital contribution through activities of receiving, purchasing, managing, and disposing of debts and assets;

c) Being responsible for the effectiveness of debt and asset purchasing, selling, and management activities according to market mechanisms.

3. Performing other tasks assigned by the Government, Prime Minister, or the agency representing the owner.

Article 6. Business sectors of DATC

1. Main business sectors

a) Receiving, managing, and disposing of debts and assets:

- Receiving debts and assets in accordance with the law on ownership conversion of state-owned enterprises with 100% state capital contribution, including public service units undergoing privatization as prescribed by the Government for disposal under this Decree;

- Receiving pursuant to the designation of the Government, Prime Minister, including: receivables and assets (including idle assets and assets tied to debt resolution decisions of the Government, Prime Minister) to continue investment exploitation or dispose of and recover funds for the State in accordance with this Decree.

b) Purchasing, managing, and disposing of debts and assets, including:

- Managing and utilizing mainly the company's financial resources to implement the purchase and disposal of debts and assets (including projects requiring debt resolution support for continued investment and exploitation) as designated by the Government, Prime Minister;

- Purchasing and disposing of debts and assets of organizations and individuals not overlapping with the main political objectives of the Vietnam Asset Management Corporation (VAMC).

c) Enterprise restructuring through purchasing, selling, and managing debts.

2. Supporting business sectors

- Managing, investing, exploiting, and disposing of real estate projects in cases where they are collateral for debts, assets received in lieu of debt, and assets purchased or received pursuant to the designation of the Government, Prime Minister in accordance with the law;

- Consulting on debt and asset management, purchasing, selling, mergers, and enterprise restructuring.

- Conducting appraisal activities; managing and collecting debts based on ensuring all conditions for operation as prescribed by law.

Article 7. Principles of Operation

1. Self-governance, self-responsibility, and preservation and development of state capital.

2. Transparency and compliance with legal regulations.

3. Risk control and limitation during the operation process.

Article 8. State Ownership over DATC

1. The State is the owner of DATC. The Government uniformly exercises the rights and obligations of state ownership over DATC.

2. The Ministry of Finance implements the rights and obligations of state ownership according to the division and delegation by the Government.

3. The Board of Members of DATC implements the rights and obligations of ownership towards DATC as stipulated by law and the Charter of DATC.

Article 9. Rights of DATC

DATC exercises the rights as prescribed in the Law on Enterprises, the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises, the Charter of Organization and Operation of the Company, and the following rights:

1. Receiving information and documents related to debts, assets from creditors, asset owners, debtors, parties obligated to repay debts, guarantors, and relevant agencies, organizations, and individuals during the process of DATC receiving, purchasing debts, assets, and unfinished projects as designated by competent authorities under the law.

2. Requesting debtors and holders of collateral for debts to hand over collateral along with complete legal documents of the collateral to DATC for processing according to the agreement in the guarantee contract or other documents and the provisions of the law on secured transactions.

3. Receiving support from relevant state management agencies to complete legal procedures and documents regarding collateral to recover debts. The procedure and process follow the provisions of the law.

4. Having the relevant registration agencies for secured transactions to register secured transactions related to collateral for debts (including land use rights, attached assets, future formed attached assets) purchased by DATC, including collateral for debts already purchased but not yet registered for secured transactions. The procedure and process follow the provisions of the law on registration of secured transactions.

5. Becoming the beneficiary of the guarantee and implementing the registration of secured transactions based on the debt purchase contract without having to sign a new guarantee contract with the guarantor. The procedure and process follow the provisions of the law on secured transactions.

6. Inheriting the rights and obligations of creditors, asset owners, and beneficiaries related to purchased debts and assets according to the provisions of the law.

Article 10. Obligations of DATC

1. Accepting and using capital, land, and other resources assigned by the state for business and performing tasks assigned by the state according to the principle of efficiency, preservation, and development of state capital.

2. Fulfilling tax obligations and other payments to the state budget as prescribed by law.

3. Fulfilling obligations towards employees as prescribed by the Labor Code and other legal regulations.

4. Implementing accounting, auditing, and financial reporting, statistical reports, periodic reports as prescribed by law and the requirements of the agency representing the owner; being responsible for the authenticity of the reports.

5. Organizing management, supervision, and operation to effectively utilize capital, resources assigned by the state, and other resources in the company's activities.

6. Announcing and publicly disclosing financial information and other information about the company's operations as prescribed by the law on information disclosure of state-owned enterprises holding 100% of the charter capital.

7. Providing customers with information related to the company's debt buying and selling activities upon customer requests and consistent with the company's business confidentiality rules.

8. Being subject to state supervision in implementing regulations on salary scales, allowances, salary funds, remuneration, bonus funds, payment systems for salaries, remuneration, and bonuses for employees, Chairperson, and members of the Board of Members, Supervisors, General Director, Deputy General Directors, Chief Accountants, and other managerial staff.

9. Being subject to supervision by the agency representing the owner; complying with inspection and audit regulations of financial agencies and other state agencies with authority as prescribed by law.

10. Fulfilling other obligations as prescribed by law and assigned by the state.

Chapter II

ACTIVITIES OF DATC

Section 1

RECEIVING DEBTS AND ASSETS

Article 11. Accepting debts and assets in accordance with the laws on the transfer of ownership of state-owned enterprises holding 100% charter capital and public service units.

1. Debts and assets handed over and accepted must ensure that all necessary documents are present and physical assets exist (for assets). In cases where debts and assets lack sufficient documentation or physical assets are no longer available, DATC shall issue a document to notify the relevant state asset management agencies and enterprises or public service units of the reasons for non-acceptance so that these entities can continue to manage, monitor, or handle them according to the laws on the transfer of ownership of state-owned enterprises and public service units.

2. The handover and acceptance of debts and assets shall be carried out in accordance with the laws on the transfer of ownership of state-owned enterprises holding 100% charter capital and public service units.

Article 12. Accepting debts and assets upon designation by the Government or Prime Minister.

1. Accepting receivables and assets:

DATC, state asset management agencies, and organizations transferring debts and assets shall carry out the handover and acceptance to handle receivables and assets as if they were excluded from enterprise value, transferred ownership, and consistent with the designated documents of the Government or Prime Minister.

2. Accepting other assets:

a) DATC shall accept other assets as designated by the Government or Prime Minister to continue investment, exploitation, or recover funds for the State;

b) The objects and conditions for acceptance and handover shall follow the approved plan according to the provisions of the law.

Section 2

PURCHASE OF DEBTS AND ASSETS

Article 13. Purchasing debts and assets

1. DATC purchases and handles debts and assets according to tasks and plans designated by the Government or Prime Minister.

2. DATC may purchase domestic and foreign debts (including bonds, promissory notes, and other debt instruments held by organizations and individuals, including promissory notes and bonds issued by DATC itself) and assets (including land use rights, fixed assets attached to land, future fixed assets serving as collateral for debts) of organizations and individuals.

3. Receivables arising from the purchase of debts by DATC are considered goods and are managed and monitored individually for each purchased debt.

Article 14. Forms of purchasing debts and assets

1. Purchasing as designated by the Government or Prime Minister.

2. Direct negotiation with creditors and asset owners.

3. Participating in bidding or auction to purchase debts and assets.

Article 15. Principles of purchasing debts and assets

1. For activities of purchasing debts and assets as designated:

a) DATC is responsible for developing plans to purchase debts and assets (including projects requiring support for debt resolution) ensuring compliance with legal regulations and directives from the Government or Prime Minister. DATC uses business capital or capital provided by the State according to the Government's or Prime Minister's regulations to implement the designated debt and asset purchase plans. Specifically:

- Debts and assets purchased under designation are those of enterprises related to restructuring as directed by the Government or Prime Minister within their authority;

- The content of the designation includes: the target of debt and asset purchase; the purchase price of debts and assets; financial and asset handling measures (if necessary);

- The state asset management agency of the enterprise with debts and assets is responsible for coordinating with DATC and relevant agencies to report to the Government or Prime Minister for consideration and decision on the designated content after obtaining the opinion of the Ministry of Finance.

b) Creditors, asset owners, and related organizations and individuals have the responsibility to coordinate with DATC to implement the plans developed as stipulated in point a of Clause 1 of this Article.

2. For activities of purchasing debts and assets for business purposes:

a) Purchase plans must be effective, have feasible capital recovery plans, and ensure the preservation and development of capital. The purchase prices of debts and assets are determined by DATC based on the principle of ensuring the profitability of the purchase plans;

b) Debts and assets purchased must be supported by documents proving creditor rights and asset ownership rights;

c) The purchase of debts and assets can only be implemented when approved according to the分级任务如下：

d) DATC shall not use funds raised from organizations and individuals specified in Clause 2, Article 27 of this Decree to repurchase debts from those same organizations and individuals.

Section 3

DEBT PURCHASE AND ACCEPTANCE HANDLING

Article 16. Forms of debt management for purchased and received debts

1. Directly recover debts from the debtor and related parties through money, assets, or debt instruments (bonds, bills of exchange).

2. Manage, invest, exploit, and process collateral assets (including assets received through debt assignment) to recover debts.

3. Sell debts through auction or competitive bidding, or direct negotiation with organizations and individuals (excluding the debtor). DATC shall sell debts through direct negotiation with buyers when meeting one of the following conditions:

a) After selling debts through public auction or competitive bidding but failing to succeed;

b) Before DATC signs a debt purchase contract, there is a customer who commits to repurchasing 51% or more, or the entire debt, while meeting DATC's conditions regarding price, payment, deposit, and ability to participate in corporate restructuring or support post-restructuring stability.

4. Accept transfer of debt repayment obligations from the debtor to a third party.

5. Entrust debt recovery or recover debts through legally operating debt collection service organizations in Vietnam.

6. Convert debts into capital contributions in enterprises.

7. Restructure debts through adjusting repayment terms, extending debts, writing off debts, or adjusting interest rates on debts.

8. Reduce or waive all or part of the debt repayment obligations.

9. Collect debts with discounts.

10. Other forms consistent with legal provisions and decisions of competent authorities.

Article 17. Contents of debt management for purchased and received debts

1. Debt management for purchased debts:

a) Adjust repayment terms, write off debts, extend debts, and adjust interest rates on debts in accordance with the debtor's capacity and market conditions;

b) Reduce debt repayment obligations for interest and part of the principal for the debtor but must ensure that the debt purchase plan is effective;

c) Agree with the debtor and related parties to collect debts through assets (including: land use rights, assets attached to land, future assets attached to land; projects, including real estate projects). Debts collected through assets must be appraised by an appraisal organization and ensure sufficient documentation and conditions for transferring ownership between parties according to legal regulations;

d) Agree with the debtor and a third party to transfer debt repayment obligations to a third party on the principle of ensuring greater convenience for DATC in managing and recovering debts;

đ) Agree with the enterprise owner about converting debts into capital contributions to participate in corporate restructuring according to the provisions of Section 5 Chapter II of this Decree;

e) The handling of collateral assets for debts shall be carried out in accordance with legal provisions and the provisions of this Decree.

2. Debt management for received debts:

a) Adjust repayment terms, write off debts, extend debts, and adjust interest rates on debts in accordance with the debtor's capacity and market conditions;

b) Reduce debt repayment obligations for interest and use part of the fees received according to regulations to reduce part of the principal debt repayment obligations to encourage early repayment by the debtor;

c) Agree with the debtor and related parties to collect debts through assets (including: land use rights, assets attached to land, future assets attached to land; projects, including real estate projects). Debts collected through assets must be appraised by an appraisal organization and ensure sufficient documentation and conditions for transferring ownership between parties according to legal regulations;

d) Agree with the debtor and a third party to transfer debt repayment obligations to a third party on the principle of ensuring greater convenience for DATC in managing and recovering debts;

đ) Agree with the enterprise owner about converting debts into capital contributions to participate in the debtor's corporate restructuring according to the provisions of Section 5 Chapter II of this Decree;

e) The handling of collateral assets for debts shall be carried out in accordance with legal provisions and the provisions of this Decree;

g) For debts determined to be unrecoverable according to regulations (including debts processed before the transfer date) which have been monitored outside the balance sheet for ten years or more (including the time the enterprise monitored outside the balance sheet before transferring to DATC if applicable), DATC decides to exclude and stop monitoring these debts in accounting records after obtaining the opinion of the Ministry of Finance. DATC is responsible for excluding and stopping the monitoring of the aforementioned debts.

3. The initial sale price of debts according to the forms prescribed in Clause 3, Article 16 of this Decree must be based on valid appraisal certificates according to legal regulations on appraisal.

4. For received debts and designated purchased debts, DATC bases its debt purchase, sale, and handling plans approved by competent authorities (if any) and the forms and contents of debt handling prescribed in this Decree to handle them.

Section 4

MANAGEMENT OF PURCHASED AND RECEIVED ASSETS

Article 18. Forms of handling purchased and received assets

1. Transfer of assets (including projects purchased and received according to designation).

2. Use of assets (including designated purchased and received assets) for business cooperation, share capital contribution, joint ventures, and joint operations.

3. Manage and invest to exploit, sell, or lease assets (including projects purchased and received according to designation).

Article 19. Principles of Handling Purchased and Received Assets

1. Assets must be revalued through an appraisal organization with valuation functions as prescribed by laws on state capital management and utilization at enterprises, serving as the basis for handling according to Article 18 of this Decree. In cases where assets or projects are used for business cooperation, share capital contribution, joint ventures, or joint operations, the actual contribution value shall be agreed upon by all parties but not lower than the revalued price determined by the appraisal organization.

2. Organize public auction, competitive bidding, or direct negotiation in accordance with the provisions of the law.

3. For assets received by DATC for business purposes, DATC shall pay money to the state budget according to the Government's regulations on managing and utilizing revenue from enterprise ownership conversion, corresponding to the revalued asset value minus the costs transferred to the enterprise holding the asset before transferring to DATC and related costs for DATC's asset reception and valuation.

4. For assets purchased and received according to designation, DATC shall base its handling on the approved purchase, sale, and disposal plan for designated assets (if any) and the forms and principles of asset handling stipulated in Article 18 and Clause 1, Clause 2, and Clause 3 of Article 19 of this Decree.

When DATC receives designated assets for disposal and recovery for the State, it shall enjoy asset disposal fees according to the guidelines of the Ministry of Finance on the principle of covering sufficient disposal costs plus a portion of management costs.

Section 5

RESTRUCTURING OF ENTERPRISES

Article 20. Objectives and Conditions for Restructuring

1. Objectives of restructuring:

a) Joint-stock enterprises undergoing restructuring according to the law on joint-stockization after financial settlement and enterprise value determination, where the actual enterprise value is lower than the enterprise's debts;

b) Other enterprises that are debtors of DATC linked to debt recovery plans.

2. Conditions for restructuring:

a) The enterprise is assessed as having the potential to recover and develop after DATC participates in debt resolution and restructuring;

b) DATC has sufficient surplus between the purchase cost of debt and the book value of the debt to resolve financial issues and implement measures to restore the restructuring enterprise;

c) The restructuring plan is feasible, economically effective, and has the agreement of the enterprise's representative owner body.

Article 21. Financial Handling for Restructuring Enterprises

1. Principles of Financial Handling:

a) Financial handling for restructuring enterprises must be linked to the approved restructuring plan by the representative owner body. Debt reduction must be tied to DATC's transfer of debt and assets into share capital at the enterprise without changing the responsibility of organizations and individuals who caused previous financial losses;

b) Ensure transparency and compliance with legal regulations.

2. Content of Financial Handling:

a) For enterprises specified in Point a, Clause 1, Article 20 of this Decree:

- DATC considers and reduces a portion of the debt repayment obligation linked to the approved restructuring plan by the representative owner body. The maximum reduction amount equals the negative equity based on the owner body's decision on enterprise value determination, minus the debt reduction of other creditors (if any), and does not exceed the difference between the book value of the purchased debt and the purchase cost of the debt at the time of the debt reduction decision;

- Other creditors decide on debt reduction for the restructuring enterprise according to agreements among the parties;

- From the time of enterprise value determination to the formal conversion into a joint-stock company, if the restructuring enterprise incurs losses, the representative owner body directs the restructuring enterprise to clarify the causes and responsibilities of relevant collectives and individuals to take corrective and compensation measures according to regulations, and the remaining losses will be considered and further reduced by DATC and participating creditors if there is still a surplus between the debt purchase cost and the book value of the debt.

b) For enterprises specified in Point b, Clause 1, Article 20 of this Decree:

DATC reduces a portion of the debt repayment obligation for the debtor enterprise based on ensuring full implementation of previously agreed commitments among all parties. The maximum reduction does not exceed the cumulative loss shown in the most recent audited financial report of the enterprise by an independent auditing organization and does not exceed the difference between the book value of the purchased debt and the purchase cost of the debt at the time of the debt reduction decision.

Article 22. Other Measures to Revive Restructured Enterprises

Restructured enterprises held by DATC with over 50% of registered capital, having feasible business operation plans and effective capital utilization plans (including sources for debt repayment), shall be considered for support by DATC through the following measures:

1. Financial Provision from DATC's Business Capital According to the Following Principles:

a) DATC decides and is responsible for providing financial resources to restructured enterprises based on effective and feasible capital recovery plans;

b) Financial resources will not be provided to restructured enterprises that DATC has planned to transfer all of its equity contributions within the fiscal year. For restructured enterprises already receiving financial resources from DATC, if DATC plans to transfer all of its equity contributions, it must have a feasible plan to recover the provided financial resources before transferring the equity contributions;

c) Receiving enterprises must use the provided financial resources for their intended purposes and may not use them to repay debts to DATC;

d) DATC supervises the restructured enterprises' use of the provided financial resources according to the capital utilization plan through representatives;

2. Guarantees for Loans from Credit Institutions:

DATC implements guarantees according to the principles stipulated in Clause 4, Article 23 of the Law on Management and Utilization of State Capital Invested in Production and Business Activities at Enterprises. Loan guarantees for implementing investment projects must be based on the assessment of the project's effectiveness and must include commitments to repay the guaranteed loan on time;

Article 23. Handling Recovery of Capital Formed from Debt Conversion into Equity Contributions

1. Transfer of Capital Formed from Debt Conversion into Equity Contributions:

a) DATC conducts the transfer of capital through public auctions (open auction or lot auction). In cases where public auctions are unsuccessful or do not sell all shares, competitive bidding is implemented. DATC directly negotiates the transfer of capital in cases where competitive bidding is unsuccessful or does not sell all shares offered;

b) For the transfer of capital in joint-stock companies listed/traded on the Stock Exchange, in addition to the methods specified in point a, Clause 1 of this Article, DATC can implement transfer methods according to the Trading Rules of the Stock Exchange;

c) When implementing the transfer methods specified in point a, Clause 1 of this Article, the initial transfer price is determined based on the valid Appraisal Certificate issued by an appraisal organization according to the legal appraisal regulations;

d) If the transfer is unsuccessful or does not sell all shares offered, DATC may adjust the offer price to continue the transfer in subsequent sales. The maximum reduction in price cannot exceed 10% compared to the previous nearest offer price within the validity period of the Appraisal Certificate;

2. Transfer of Capital Accompanied by Receivables:

DATC can transfer capital accompanied by receivables at enterprises simultaneously holding equity contributions and receivables of DATC according to the methods specified in Clause 1 of this Article, including:

a) The entire portion of the offered capital and the accompanying receivable form a single lot. Investors participating must purchase the entire lot accompanied by receivables. Enterprises with both capital and receivables of DATC are not allowed to participate in purchasing capital accompanied by receivables of their own enterprise;

b) DATC determines the initial transfer price of the equity contribution lot accompanied by receivables but not lower than the sum of the offered capital price and the receivable price determined by an appraisal organization;

c) In case of unsuccessful transfer, DATC adjusts the transfer price according to the principle stipulated in point d, Clause 1 of this Article;

3. DATC decides to transfer capital and capital accompanied by receivables according to the authority stipulated in the Charter of Organization and Operation of the Company;

Chapter 6

INVESTMENT ACTIVITIES

Article 24. Principles of Investment

1. Implement investment and manage investment capital in accordance with the provisions of the law for enterprises in which the State holds 100% of the charter capital, ensuring efficiency, preservation, and development of state capital.

2. Be consistent with the strategy, planning, and development plans of the Asset Management Corporation (DATC) that have been approved by competent authorities.

3. Be entitled to proactively utilize business capital to implement investment in accordance with this Decree and relevant legal provisions.

Article 25. Forms of Investment

1. Forms of investment outside the enterprise:

a) Contributing capital to establish joint-stock companies or limited liability companies; contributing capital through business cooperation contracts without forming new legal entities as prescribed by law;

b) Purchasing shares in joint-stock companies, purchasing equity contributions in limited liability companies with two or more members, and purchasing shares in partnerships as prescribed by law;

c) Purchasing other entire enterprises as prescribed by law;

d) Purchasing treasury bills, bonds, promissory notes, and other debt instruments (excluding the purchase of bonds and promissory notes issued by the DATC for the purpose of implementing tasks designated by competent authorities).

2. Forms of investment not considered as investment outside the enterprise:

a) Activities involving the purchase of stocks (including the purchase of stocks tied to debt-buying schemes for corporate restructuring), convertible bonds, and rights to purchase distributed according to the number of shares held in joint-stock companies undergoing restructuring by the DATC;

b) Investing and upgrading received assets, collateral assets, and assets received in lieu of debt repayment (including land use rights; assets attached to land; future assets attached to land) for exploitation and leasing;

c) Using debts and purchased assets to cooperate in business, contribute capital to joint-stock companies, limited liability companies with two or more members, and partnerships; joint ventures and collaborations using purchased assets with economic organizations and individuals.

Article 26. Transfer of Investment Capital

The DATC shall transfer investment capital in accordance with the provisions of the law for enterprises in which the State holds 100% of the charter capital, ensuring transparency and openness.

Chapter III

FINANCIAL ASPECTS OF THE DATC

Article 27. Operating Capital of the DATC

1. Shareholder's equity, including:

a) The registered capital of the Company as prescribed by law;

b) Accumulated retained earnings from business operations added to the owner's investment capital;

c) Other sources of owner's equity as prescribed by law.

2. Raised capital through various forms of loans from credit institutions, financial organizations; loans from organizations, individuals outside enterprises, employees; issuance of corporate bonds, and other forms of raising capital as prescribed by law.

Article 28. Revenue, Other Income, and Expenses

1. Revenue and other income of the DATC include:

a) Revenue from activities of handling debts and received assets;

b) Revenue from activities of handling purchased debts and assets;

c) Revenue from financial activities;

d) Other income.

2. Expenses of the DATC include:

a) Expenses for receiving debts and assets;

b) Expenses from purchasing debts and assets;

c) Financial activity expenses;

d) Company management activity expenses;

đ) Other expenses as prescribed by law.

3. The DATC shall establish and use reserve funds in accordance with the provisions for enterprises in which the State holds 100% of the charter capital. For debts arising from the activities of buying, selling, and handling debts, corporate restructuring, the DATC shall establish reserve funds following the guidelines of the Ministry of Finance based on the following principles:

a) The overdue period and the overdue value of payment are based on the date of transferring creditor rights to the DATC or the nearest repayment commitment of the debtor in line with the debt-purchasing resolution plan;

b) The DATC decides the annual reserve fund establishment rate but must ensure that 100% of the remaining purchase price of the debt is reserved within no more than five years.

4. The determination of revenue and expenses for calculating corporate income tax shall be carried out in accordance with the provisions of the tax law.

Article 29. Profit and profit distribution

1. The profit realized in a year is the business result of the Company, including profit from main business activities and other activities. The profit of the Company is determined as the difference between total revenue minus costs as prescribed by law and this Decree.

2. DATC distributes profits and establishes Funds according to the regulations applicable to state-owned enterprises holding 100% of the charter capital.

Article 30. Wages, remuneration, and bonuses for employees and enterprise managers

1. The wage, remuneration, and bonus mechanism for employees and enterprise managers of DATC shall be implemented in accordance with the provisions of the law for state-owned enterprises holding 100% of the charter capital and consistent with the specific characteristics of DATC's operations.

2. The Ministry of Labor, Invalids, and Social Affairs shall take the lead and coordinate with relevant ministries and persons to guide the wage, remuneration, and bonus mechanism for employees and enterprise managers in accordance with the specific characteristics of DATC's operations after reaching consensus with the Ministry of Finance.

Article 31. Evaluation of operational efficiency, classification of enterprises, and financial supervision

The evaluation of operational efficiency, classification of enterprises, and financial supervision of DATC shall be carried out in accordance with the regulations applicable to state-owned enterprises holding 100% of the charter capital and the specific characteristics of DATC's operations as prescribed by law.

Article 32. Accounting system, auditing; statistical, accounting, financial reports, and financial disclosure

1. DATC implements the accounting system in accordance with current regulations and guidelines issued by the Ministry of Finance; implements the auditing system, statistical, accounting, financial reports, and information disclosure in accordance with the regulations applicable to state-owned enterprises holding 100% of the charter capital.

2. DATC does not consolidate the financial statements of enterprises in which DATC holds more than 50% of the charter capital through buying, selling, debt resolution, and restructuring activities.

Chapter IV

RIGHTS AND RESPONSIBILITIES OF THE OWNER

Article 33. Rights and responsibilities of the Ministry of Finance

1. To decide on the reorganization, ownership conversion, and rearrangement of DATC after approval by the Prime Minister.

2. To exercise the rights and responsibilities of the state asset representative body towards DATC at points b, c, d, đ, e, g, h, i, k, l of Clause 2, Article 42 of the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises and Section 2, Chapter II of Decree No. 10/2019/NĐ-CP dated January 30, 2019 of the Government on the Implementation of the Rights and Responsibilities of State Asset Representatives.

Article 34. Rights and responsibilities of the Board of Members of DATC

1. The Board of Members of DATC shall implement the rights and responsibilities as prescribed by law, assignments by the state owner, and the Charter of Organization and Operation of DATC.

2. To issue Risk Control Regulations for business activities involving the purchase and sale of debts, assets, and financial provision and loan guarantee services for restructured enterprises as stipulated in Section 5, Chapter II of this Decree.

Chapter V

IMPLEMENTATION RESPONSIBILITY

Article 35. Relations between DATC and Ministries, sectors, and localities

1. Relevant ministries and sectors shall carry out state management over DATC in accordance with their specialized state management functions as prescribed by law.

2. Provincial People's Committees and municipal people's committees directly under the central government shall carry out state management over DATC in terms of compliance with administrative management regulations on their respective territories as prescribed by law.

3. Ministries, sectors, provincial people's committees, and municipal people's committees directly under the central government shall perform the following:

a) Review and coordinate with DATC in implementing debt resolution and restructuring of enterprises as prescribed in this Decree;

b) Support DATC in completing procedures and documents for registering collateral assets of purchased debts and transferring collateral assets to buyers;

c) Coordinate in carrying out registration and transfer of ownership and use of assets upon DATC's request;

d) Direct subordinate units to complete legal procedures and documents of collateral assets and handle collateral assets and recover debts upon DATC's request.

Article 36. Effective Date

1. This Decree takes effect from December 10, 2020, and abolishes the provisions regarding the functions, tasks, and operational mechanisms of DATC in Decision No. 109/2003/QĐ-TTg dated June 5, 2003 of the Prime Minister on the establishment of the Debts and Surplus Assets Trading Company.

2. The Ministers, Heads of ministerial-level agencies, Heads of governmental agencies, Chairmen of provincial and municipal people's committees directly under the central government, and the Board of Members of DATC are responsible for enforcing this Decree./.