Circular No. 135/2015/TT-BTC Issuing the Charter on the Organization and Operation of the Vietnam Asset Management Company Limited (DATC)

CIRCULAR

Issuing the Charter on Organization and Operation

of Vietnam Asset and Debt Trading Joint Stock Company

___________________

 

Based on the Enterprise Law dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

Pursuant to Decree No. 215/2013/NĐ-CP dated December 23, 2013, promulgated by the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 99/2012/NĐ-CP dated November 15, 2012 of the Government on the delegation and decentralization of the rights, responsibilities, and obligations of state owners towards state-owned enterprises and state capital invested in enterprises;

Pursuant to Decree No. 19/2014/NĐ-CP dated March 14, 2014 of the Government promulgating the model charter for a limited liability company with one member being the state owner;

At the proposal of the Director of the Department of Corporate Finance, the Board of Members of Vietnam Asset and Debt Trading Joint Stock Company;

The Ministry of Finance issues this Circular along with the Charter on Organization and Operation of Vietnam Asset and Debt Trading Joint Stock Company as follows:

Article 1. This Circular issues the Charter on Organization and Operation of Vietnam Asset and Debt Trading Joint Stock Company.

Article 2. This Circular takes effect from November 1, 2015 and replaces Circular No. 79/2011/TT-BTC dated June 8, 2011 of the Ministry of Finance promulgating the Charter on Organization and Operation of Vietnam Asset and Debt Trading Limited Liability Company.

Article 3. The Director of the Department of Corporate Finance, the Prime Minister of relevant units, the Board of Members, and the General Director of Vietnam Asset and Debt Trading Joint Stock Company are responsible for implementing this Circular.

 

CHARTER

VIETNAM ASSET AND DEBT TRADING JOINT STOCK COMPANY

(Issued together with Circular No. 135/2015/TT-BTC dated August 31, 2015 of the Ministry of Finance)

PART I

GENERAL PROVISIONS

Article 1. Scope and Applicability

This Charter stipulates the organization and operation of Vietnam Asset and Debt Trading Joint Stock Company (hereinafter referred to as DATC), which was converted from the Vietnam Asset and Debt Trading Company according to Decision No. 1494/QĐ-BTC dated June 30, 2010 of the Minister of Finance.

Article 2. Interpretation of Terms

1. Within this Charter, the following terms shall be understood as follows:

a) “Business Law” means Law No. 68/2014/QH13 dated November 26, 2014 on Enterprises;

b) “Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises” means Law No. 69/2014/QH13 dated November 26, 2014 on Management and Use of State Capital Invested in Production and Business Activities of Enterprises;

c) “Enterprise Manager” includes the Chairman and members of the Board of Members, the General Director, Deputy General Directors, and the Chief Accountant of DATC;

d) “State-Owned Enterprise” means an enterprise in which the State holds 100% of the registered capital;

đ) “Creditor” means organizations and individuals having receivables;

e) “Debtor” means organizations and individuals having payables;

g) “Asset Owner” means organizations and individuals having ownership rights over assets;

h)||| “Debt Purchase Plan” means a plan developed by DATC to purchase one or more receivables of one or more creditors;

i) “Asset Purchase Plan” means a plan developed by DATC to purchase one or more assets of one or more asset owners;

k) "Corporate Restructuring Plan through Debt Purchasing Activities" means a plan developed by DATC to restructure and restore the operations of an enterprise through debt purchasing activities aimed at recovering debts from one or more payables of the debtor enterprise;

l) “Debt Relief” means a measure to reduce the responsibility to repay debt for debtors approved by competent authorities;

m) “Cost of Debt Purchase” means the total cost of purchasing debt up to the time of debt relief, including: the actual purchase price of the debt plus (+) reasonable and legitimate expenses related to the purchase of the debt (including interest on borrowed funds for debt purchase) and management costs incurred and allocated (if any).

2. Terms or phrases defined in the Business Law, laws on limited liability companies with one member being the state owner, and other related documents will have similar meanings in this Charter.

3. References in this Charter to provisions of other documents shall include any amendments or replacement documents of those documents.

1. Name of the Company:

a) Vietnamese name:

a) Vietnamese name: Vietnam Asset and Debt Trading Joint Stock Company;

b) Abbreviation: DATC.

c) English name: Vietnam Debt and Asset Trading Corporation.

2. Type of enterprise: A limited liability company with one member being the state owner.

a) DATC has its main office located in Hanoi city, branches, centers, representative offices, independent accounting units, and subsidiaries both domestically and internationally;

DATC has its headquarters in Hanoi city, branches, centers, representative offices, independent accounting units, and affiliates both within and outside the country;

Headquarters: No. 51 Quang Trung Street, Nguyen Du Ward, Hai Ba Trung District, Hanoi City;

Website: www.datc.vn;

Email: [email protected];

d) Telephone number: 844-394.54.738; Fax: 844-394.54.737.

1. DATC organizes and operates under the form of a Limited Liability Company with one member held 100% by the State according to the laws governing enterprises and this Charter.

1. DATC organizes and operates under the form of a limited liability company with one member as prescribed by law for enterprises and this Charter.

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

3. DATC has its own capital and assets, and is liable for its debts and other financial obligations with all of its assets.

4. DATC is a special-class enterprise according to Decision No. 55/2004/QĐ-TTg dated April 6, 2004 of the Prime Minister.

Article 5. Objectives of Activities, Business Sectors, and Trades

1. Objectives of Activities

a) Supporting the restructuring, reorganization, and ownership transfer process of state-owned enterprises;

b) Safeguarding and developing the state-owned capital invested in DATC and the capital of DATC invested in other enterprises;

c) Completing other tasks assigned by the state owner.

2. Business Sectors and Trades

a) The main business sectors of DATC fall within the financial services sector, focusing primarily on the following activities:

- Purchasing, selling, and handling debts and assets (including land use rights and assets on land used as collateral for debts).

- Accepting and handling debts and assets excluded from enterprise value when restructuring and transferring ownership of state-owned enterprises.

- Purchasing, selling, and handling debts and assets related to enterprise restructuring.

b) Supporting business fields:

- Consulting on debt and asset management.

- Consulting on mergers, acquisitions, and enterprise restructuring.

- Managing, handling, and exploiting collateral assets, assets received in lieu of debt, and purchased assets (including land use rights and assets on land used as collateral for debts).

- Conducting appraisal and auction activities based on ensuring all conditions for operation as prescribed by law.

- Debt management and collection services.

- Engaging in other supporting business sectors as prescribed by law.

Article 6. Registered Capital

1. The registered capital of DATC is 6,000 billion VND (Six trillion VND).

2. Adjustments to the registered capital of DATC shall be carried out in accordance with the provisions of law applicable to enterprises in which the State holds 100% of the registered capital.

3. When there is a change in the registered capital, DATC must adjust the registered capital in its business registration certificate and disclose information in accordance with the regulations.

Article 7. State Owner and Representative of the State Owner for 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 is the direct representative of the state owner at DATC and performs the rights and obligations of the state owner towards enterprises with DATC's shareholding.

Article 8. Legal Representative

The legal representative of DATC is the General Director of DATC.

Article 9. State Management

DATC is subject to management by competent state management agencies as prescribed by law.

Article 10. Party Organizations and Social-Political Organizations in the Company

1. The Party organization within DATC operates in accordance with the Constitution, laws, and the Charter of the Communist Party of Vietnam.

2. Political-social organizations within DATC operate in accordance with the Constitution, laws, and the charters of those organizations, consistent with legal provisions.

3. DATC creates favorable conditions regarding material infrastructure, time, and other necessary conditions for members of Party organizations and social-political organizations to conduct full activities in accordance with the law, the Charter, and internal regulations of these organizations.

Chapter II

ACTIVITIES OF THE COMPANY

Article 11. Debt and Asset Reception Activities

1. Activities of receiving debts and assets excluded from enterprise value when restructuring and transferring ownership of state-owned enterprises.

The reception of debts and assets excluded from enterprise value when restructuring and transferring ownership of state-owned enterprises according to the decision announcing the enterprise value by the competent authority must ensure complete documentation, physical assets (for assets), clearly reflected in the Handover Minutes, and comply strictly with the state regulations on restructuring and transferring ownership of state-owned enterprises.

In cases where debts and assets lack complete documentation or physical assets, DATC shall issue a notification to inform the representative of the state owner and the enterprise about the reasons for non-reception so that the enterprise can continue monitoring or handle according to current regulations on restructuring and transferring ownership of state-owned enterprises.

2. Activities of receiving debts and assets for handling as directed by the competent authority.

For debts and assets received under directive, DATC, the representative of the state owner of the enterprise, and the enterprise shall carry out handover, reception, and handling of debts and assets similar to those excluded from enterprise value during restructuring and ownership transfer, ensuring compliance with the Prime Minister's directives. In case of difficulties or obstacles, DATC shall report to the Ministry of Finance for consideration and resolution within its authority or report to the Prime Minister for decision.

Article 12. Purchase of Debts and Assets

1. DATC may purchase debts and assets that creditors or asset owners wish to sell (including land use rights, assets on land used as collateral for debts, foreign debts, promissory notes, bonds, including those issued by DATC itself).

2. Forms of purchasing debts and assets:

a) Direct negotiation with creditors or asset owners.

b) Participation in auctions or bidding to purchase debts and assets.

c) Implementation of purchases as directed by the Government or the Prime Minister.

3. Principles in the purchase of debts and assets:

a) For the purchase of debts and assets for business purposes:

- The purchase plan must ensure economic efficiency, have a feasible capital recovery plan, and preserve and develop capital. The purchase price of debts and assets shall be determined by DATC based on the principle of ensuring profitability of the purchase plan.

- Debts and assets must have complete legal documentation proving creditor rights and ownership rights.

- Purchases of debts and assets can only be carried out when approved by authorized authorities and must comply with legal regulations and procedures established by the Board of Members of DATC.

- Purchases of debts and assets can be conducted individually for each debt or asset or collectively for multiple debts or assets from the same creditor or asset owner, or from different creditors or asset owners.

- The person deciding to purchase debts and assets and those directly involved in developing and implementing the plan shall be responsible for the effectiveness of the approved purchase plan.

b) For purchases of debts and assets as directed:

DATC is responsible for formulating the purchase plan according to this Charter and ensuring it aligns with the directives of the Government or the Prime Minister. DATC uses its business capital or state-provided capital as decided by the Government or the Prime Minister to implement the directed purchase plan.

Article 13. Management of Purchased Debts and Acceptance

1. Methods of managing debts:

a) Directly recover debts from debtors;

b) Process collateral assets to recover debts;

c) Sell debts to other organizations or individuals (excluding debtors);

d) Debt recovery through assets;

đ) Accept transfer of debt repayment obligations from debtors to third parties;

e) Entrust debt recovery or recover debts through legally operating debt collection service organizations in Vietnam;

g) Convert debts into capital contributions at debtor enterprises;

h) Initiate legal proceedings to claim debts;

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

2. During the process of managing debts, depending on the situation, DATC may consider and manage according to the following methods:

a) Write-off or extension of debts based on the debtor's ability to repay, considering specific conditions for debt collection and DATC's capacity to monitor the debtor's business activities, ensuring the purchase plan is effective.

b) Waiving interest after the debtor has fully repaid the principal within twelve months from the repayment commitment date, provided it ensures economic efficiency.

If the debtor company incurs losses but has repaid the debt according to the commitment within six months, DATC may waive part of the principal, provided it ensures DATC's economic efficiency as approved by authorized authorities; the amount waived does not exceed the cumulative loss of the company and the difference between the book value of the debt and the purchase cost at the time of write-off.

c) Adjusting the interest rate of the debt according to the debtor's ability to repay and market conditions, but not lower than the average interest rate of one-year term deposits of the four largest commercial banks (Vietcombank, Vietinbank, Agribank, BIDV) at the time of adjustment. The interest rate of one-year term deposits of each bank is the rate published on their respective websites.

d) Agreeing with the debtor to recover debt through assets. The value of the recovered assets must be appraised by a valuation organization and monitored as pending assets. Accounting for these assets follows the Financial Regulations of DATC and complies with legal provisions.

đ) Agreeing with the debtor and a third party to transfer the obligation to repay the debt from the debtor to the third party on the principle of mutual agreement among the three parties, ensuring greater convenience for DATC in recovering the debt, where the transferred debt value is not yet recognized as DATC's revenue.

e) Converting debt into equity contributions must be agreed upon by the owner of the debtor company and implemented according to Article 15 of this Charter. The value of the converted debt at the debtor company is considered an investment by DATC and implemented according to the Financial Regulations of DATC.

g) Selling debt through direct negotiation with a buyer if one of the following situations applies:

- After selling the debt through a public auction without success;

- Before DATC signs a debt purchase contract, a buyer commits to purchasing part or all of the debt, meeting DATC's conditions regarding price, payment, deposit, and participation in corporate restructuring or post-restructuring support.

3. For received debts and those purchased as directed, management of the debts must follow the approved purchase, sale, and management plan for directed debts.

Article 14. Activities related to the disposal of acquired assets and received assets.

1. Forms of asset disposal:

a) Selling assets;

b) Using assets to contribute capital shares, joint ventures, or joint operations;

c) Leasing assets or exchanging them for business purposes;

d) Preserving, repairing, upgrading, and renovating assets for sale, leasing, contribution of capital, or use in business operations.

2. Principles for disposing of assets:

a) The valuation of assets to determine the starting price when selling or negotiating the contribution of capital shares, joint ventures, or joint operations, or asset exchanges shall be carried out in accordance with the provisions of the law applicable to state-owned enterprises holding 100% of the charter capital;

b) The sale of assets through direct negotiation can only be conducted after a public auction has failed. The organization of a public auction must comply with the relevant legal provisions;

c) The disposal of received or designated-purchase assets must follow the approved plan for purchasing, selling, and disposing of designated assets by the competent authority.

Article 15. Activities related to debt resolution tied to corporate restructuring of debtor enterprises.

1. The conversion of debt into contributed capital linked to the restructuring of debtor enterprises must be based on the approved restructuring plan by the competent authority, according to the principle of agreement between DATC and the enterprise's owner, facilitating the implementation of restructuring, management, supervision of the enterprise, and divestment if necessary.

2. DATC shall reduce the debtor's debt obligations during the implementation of the restructuring plan and ownership transfer according to the following principles:

a) For state-owned enterprises undergoing restructuring and ownership transfer:

- The reduction of debt obligations must be linked to the restructuring and ownership transfer plan in accordance with the legal provisions on the transfer of ownership of state-owned enterprises.

- The maximum amount of debt obligation reduction shall equal the negative equity value determined by the enterprise's restructuring value approved by the competent authority, minus the debt obligation reduction of other creditors (if any), and shall not exceed the difference between the book value of the debt and the purchase cost of the debt at the time of the decision to reduce the debt obligation.

- From the date of determining the enterprise's value to the formal conversion into a joint-stock company, if the restructured enterprise incurs losses, the representative of the owner shall instruct the restructured enterprise to clarify the causes and responsibilities of the relevant collectives and individuals to take corrective measures and compensate according to regulations, and the remaining losses shall be considered and further reduced by DATC and participating creditors if there are surplus differences to handle according to regulations.

b) The reduction of debt obligations for enterprises other than those specified in point a, Clause 2 of this Article must be linked to the plan for converting debt into contributed capital approved by the competent authority of DATC. The maximum reduction shall not exceed the negative equity value on the most recent audited financial report of the debtor enterprise by an independent auditing organization and shall not exceed the difference between the book value of the purchased debt and the purchase cost of the debt at the time of the decision to reduce the debt obligation.

c) The reduction of debt obligations for debtors shall not alter the responsibility of organizations or individuals who caused previous financial losses.

d) Specifically, for debtor enterprises that DATC restructures and holds more than 50% of the charter capital, if the debtor enterprise has paid DATC enough to cover the purchase cost of the debt within 12 months from the commitment date, DATC will consider further reducing the debt obligation to offset accumulated losses if there are surplus differences to handle.

đ) Develop a plan to divest capital to recover investment after converting debt into contributed capital within a maximum period of five years from the date DATC officially becomes a shareholder in the restructured enterprise.

3. Upon completion of the restructuring process of debtor enterprises, DATC shall have the responsibility to request confirmation of the continued debt from the debtor enterprise and organize the collection of debts in accordance with the agreed plan.

Article 16. Activities of debt advisory, asset management, and related services

DATC shall provide advisory services for debt and asset management and related services in accordance with the provisions of the law.

Article 17. Investment activities

1. DATC shall carry out direct and indirect investment activities in accordance with the law for state-owned enterprises holding 100% of the charter capital and this Charter on the principle of efficiency, preservation, and development of state capital.

2. Forms of investment:

a) Construction, purchase of assets; investment to exploit idle assets, collateral assets, and assets received in lieu of debt.

b) Directly contributing shares, joint ventures, and joint operations without going through debt buying and selling activities.

c) Purchasing stocks, bonds, bills, including repurchasing bonds and bills issued by DATC.

d) Converting debts and assets into equity contributions at other enterprises.

đ) Other investments as prescribed by law after obtaining written approval from the Ministry of Finance.

3. DATC may independently decide to buy and sell stocks, convertible bonds, and subscription rights to shares at companies where the Company holds shares or has restructuring plans to facilitate the restructuring of debtor enterprises and the handling of purchased debts and assets.

4. Investment activities that are not outside the main business of DATC include:

a) Investment activities in purchasing stocks, convertible bonds, and subscription rights divided according to the number of stocks held by DATC at joint-stock companies undergoing restructuring to ensure the holding ratio at the enterprise.

b) Investment activities arising from debt buying and selling such as share contributions, joint ventures, and joint operations using debts and assets, converting debts into equity contributions, and investing to exploit idle assets, collateral assets, and assets received in lieu of debt.

5. The withdrawal of capital by DATC from restructured enterprises (including selling all shares, all shares accompanied by receivables; withdrawing capital below par value, below book value) DATC may choose to hire financial intermediaries (securities companies) to auction or organize auctions themselves or auction through the Stock Exchange in accordance with current laws applicable to state-owned enterprises holding 100% of the charter capital.

Chapter III

RIGHTS AND OBLIGATIONS OF DATC

Article 18. Rights of DATC

DATC shall exercise the rights of a business entity in accordance with the Law on Enterprises and the following provisions:

1. Rights concerning organizational structure:

a) Organizing management and business structures suitable for the objectives and tasks assigned by the State.

b) Establishing Branches, Centers, Representative Offices, independent accounting units, dependent units, specialized departments of the Company in accordance with business requirements and legal regulations after obtaining approval from the Ministry of Finance.

c) Hiring, employing, arranging, utilizing, training, rewarding, disciplining employees, choosing remuneration forms, determining salary levels based on business performance, and other rights of employers in accordance with the Labor Code and other legal regulations.

d) Dispatching company staff abroad for work, study, and surveys in accordance with legal regulations.

2. Rights concerning business organization:

a) Engaging in business areas consistent with registered business fields and state-assigned tasks; expanding business scale according to capacity and period-specific tasks in line with approved business development strategies in compliance with legal regulations.

b) Using legitimate capital and funds of the Company for business in accordance with the principles of efficiency, preservation, and development of capital; using its own capital to purchase debts and assets for business purposes (including issuing bonds to purchase a specific large-value debt with collateral).

c) Applying capital-raising methods to expand business in accordance with legal regulations.

d) When implementing debt and asset purchases and sales as directed by the Government or Prime Minister, DATC shall implement according to the approved plan and must organize separate monitoring to clearly determine the results of executing this task.

đ) Using profits to establish development investment funds and other funds after fulfilling statutory obligations to the State and the Financial Regulations of the Company approved by the Ministry of Finance.

e) Exploiting relevant information and data to perform assigned tasks and being responsible for managing and using these data and information in accordance with legal regulations.

g) Requiring state-owned enterprises that have been reorganized and transferred ownership to exclude when determining the value of enterprises transferring debts and assets, along with related documents when transferring debts and assets.

h) Participating with organizations and businesses in developing and implementing restructuring plans to restore operations for debtor enterprises.

i) Utilizing third-party services for reference and evaluation in debt and asset acquisition, reception, handling, and other activities.

k) Studying and proposing to competent authorities to amend or issue mechanisms and policies related to debt and asset acquisition and handling and other related business areas in compliance with legal regulations.

l) Cooperate with domestic and international organizations in the fields of debt and asset purchasing, processing, and other related fields in accordance with legal provisions.

m) Implementing the rights stipulated in the Law on Enterprises, the Law on Management and Use of State Capital for Production and Business at Enterprises, and other regulatory legal documents.

Article 19. Obligations of DATC

DATC shall be responsible for fully performing all obligations of a business enterprise as prescribed by the Enterprise Law and the following obligations:

1. Receiving and utilizing capital, land, and other resources assigned by the State for business operations and to fulfill tasks assigned by the State in accordance with the principles 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 relevant laws.

4. Implementing accounting systems, auditing, and financial reporting, statistical reports, periodic reports as required by law and by 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 annual financial statements and other information about the company's activities as prescribed by the State.

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; unit prices, wage systems for employees, Chairman and members of the Board of Members, General Director, Deputy General Directors, Chief Accountant, and other management staff.

9. Being subject to supervision by the owner and their representative; complying with inspection and audit regulations of financial authorities and other competent State agencies as prescribed by law.

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

Chapter IV

RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE STATE OWNER TOWARDS DATC

Article 20. Organizing the Implementation of Rights and Responsibilities of the State Owner towards DATC

The rights and responsibilities of the State owner towards DATC shall be implemented in accordance with Clause 1 of Article 75 of the Enterprise Law, related guiding documents, and the following specific contents:

1. The Prime Minister:

a) Approving the establishment, restructuring, ownership conversion, dissolution, and bankruptcy of DATC upon the proposal of the Ministry of Finance.

b) Approving the establishment, restructuring, and dissolution of wholly-owned subsidiaries of DATC upon the proposal of the Ministry of Finance.

c) Deciding on adjustments to the charter capital during the operation of DATC in accordance with the law.

d) Approving strategic plans, five-year investment and development plans, production and business plans.

đ) Performing other rights and responsibilities as prescribed by law.

2. Ministry of Finance:

a) Deciding on the restructuring, ownership conversion, dissolution, and bankruptcy of DATC in accordance with the overall plan on the reorganization, reform, and restructuring of state-owned enterprises under the Ministry of Finance approved by the Prime Minister.

b) Approving the establishment, restructuring, and dissolution of branches, centers, representative offices, specialized departments, and independent accounting units of DATC.

c) Issuing and amending the Charter of DATC.

d) Deciding on the appointment, reappointment, dismissal, resignation, rewards, disciplinary actions, salaries, remuneration, bonuses, and other benefits of the Chairman and members of the Board of Members, General Director, and Supervisors of DATC in accordance with the law.

đ) Approving the list of Group A and B investment projects annually of DATC.

e) Approving the participation in the establishment of new enterprises within DATC and the acceptance of enterprises voluntarily joining as subsidiaries or associated companies of DATC.

g) Approving funding mobilization schemes, investment projects, construction, purchase, sale of fixed assets, investment outside the enterprise, and overseas investment projects as prescribed in Articles 23, 24, 28, and 29 of the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises.

h) Deciding on the annual salary fund and remuneration of enterprise managers and supervisors in accordance with the law.

i) Issuing the Financial Regulations of DATC; approving the Board of Members to approve financial reports, profit distribution, and annual reserve fund allocations of DATC after receiving the audit opinion of the Audit Board.

k) Conducting supervision, inspection, and audit of the management, utilization, preservation, and development of capital; implementation of investment strategies and plans; implementation of recruitment, salary, and bonus systems of DATC. Evaluating the achievement of goals, tasks, industries, and business sectors assigned, and the results and effectiveness of business operations of DATC. Assessing the completion of tasks during the management and operation process of enterprise managers and supervisors in accordance with the law.

l) Performing other rights and responsibilities as prescribed in this Charter and related laws.

3. Other Ministries and sectors shall perform the rights and responsibilities of the State owner at DATC according to the division of labor and authority by the Government and the provisions of the law.

4. The Board of Members of DATC shall perform the rights and responsibilities as prescribed in Article 24 of the Charter.

5. The Supervisor at DATC appointed by the Ministry of Finance shall perform the rights and responsibilities as prescribed by the Enterprise Law and the contents stipulated in Article 35 of the Charter to supervise the organization of the implementation of the rights of the State owner, the management and operation of business activities at DATC by the Board of Members and the General Director.

Article 21. Implementation of the State Owner's Obligations towards DATC

The State Owner's obligations towards DATC shall be carried out in accordance with Article 76 of the Enterprise Law, relevant guiding documents, and the following specific contents:

1. Organizations and individuals exercising the rights and responsibilities of the State Owner at DATC have the obligation to comply with this Charter and must bear legal responsibility for decisions made beyond their authority.

2. The State Owner has the obligation for debts and other assets within the scope of the registered capital of DATC. The Board of Members and General Director of the Company must manage and operate DATC to ensure the ability to pay off debts and other asset obligations.

3. The Ministry of Finance supervises, inspects, and evaluates the debts and other asset obligations of DATC. In case difficulties are detected in paying off debts and other asset obligations, the Ministry of Finance will require and direct DATC to develop a remediation plan and report to the competent authority for consideration and decision.

4. When DATC enters into bankruptcy, the Ministry of Finance directs the Board of Members and General Director of the Company to carry out the bankruptcy request procedures in accordance with the law on bankruptcy.

5. Organizations and individuals exercising the rights and responsibilities of the State Owner towards DATC have the obligation to approve investment policies, purchase and sale of assets, loan contracts of DATC within their authority and in accordance with the law; supervise the implementation of their decisions and approvals.

The Board of Members and General Director of DATC must implement investment projects, purchase and sale of assets, and loan contracts of the Company according to the approved policies and the provisions of the law.

6. Organizations and individuals exercising the rights and responsibilities of the State Owner towards DATC have the obligation to ensure the Company's right to operate in accordance with the law; ensure that the Board of Members and General Director of the Company can proactively manage and operate the Company effectively in accordance with the law and this Charter.

Chapter V

ORGANIZATION AND MANAGEMENT OF THE COMPANY

Article 22. Organizational and Management Model of the Company

1. DATC is organized under the Board of Members model.

2. The management, supervision, and operation machinery of the Company includes: the Board of Members, the Audit Board, the General Director, Deputy General Directors, Chief Accountant, and supporting staff.

3. The management, supervision, and operation of enterprises with contributed capital from DATC shall be carried out in accordance with the law and the charter of those enterprises.

Section 1

BOARD OF MEMBERS

Article 23. Functions and Structure of the Board of Members

1. The Board of Members is the direct representative of the State Owner at DATC; acting on behalf of the Company to exercise the rights and fulfill the obligations of DATC within the granted powers and tasks, this Charter, and relevant legal provisions. The Board of Members is responsible to the State Owner and the law for all activities of the Company.

2. Members of the Board of Members include the Chairman and other members appointed, reappointed, relieved of duty, dismissed, rewarded, or disciplined by the Ministry of Finance.

3. The term of office of Board of Members' members does not exceed five years, and the number of Board of Members' members of DATC may be reappointed up to five people.

Article 24. Powers and responsibilities of the Board of Members

1. Propose the Ministry of Finance to review and submit to the competent authority for decision on restructuring, ownership transfer, dissolution, and bankruptcy of the Vietnam Asset Management Corporation (DATC).

2. Decide and organize the implementation of the strategy, business plan, and five-year investment development plan of DATC after proposing and obtaining approval from the Prime Minister.

3. Decide on the annual business plan and annual investment development plan of DATC and send them to the Ministry of Finance for consolidation and supervision.

4. Propose the Ministry of Finance to appoint, reappoint, dismiss, resign, sign contracts, terminate contracts, reward, and discipline the Chairman and members of the Board of Members, and the General Director of DATC.

5. Decide on the appointment, reappointment, dismissal, resignation, signing contracts, terminating contracts, rewarding, and disciplining the Deputy General Directors and Chief Accountants based on the proposal of the General Director.

Approve personnel plans so that the General Director can decide on the appointment, reappointment, dismissal, resignation, signing contracts, terminating contracts, rewarding, and disciplining Branch Directors, Center Directors, Representative Office Chiefs, Secretaries, Department Heads, and other equivalent positions at DATC.

6. Decide on capital contribution to establish new enterprises and the acceptance of enterprises voluntarily joining as subsidiaries or associated companies of DATC after proposing and obtaining approval from the Ministry of Finance.

7. Appoint and assign tasks to representatives of DATC's shareholding interests in other enterprises based on the General Director's proposal; provide comments in writing or authorize the General Director to provide written comments for representatives of DATC's shareholding interests to participate in voting on matters as prescribed by law and the Articles of Association of the enterprise with shareholding interest.

8. Decide on capital-raising plans, investment projects, construction, purchase, sale of fixed assets, external investment projects, and debt purchase plans (calculated based on the purchase price of debt) over 50% of the equity capital recorded in the quarterly or annual financial report at the nearest point in time to the project decision-making but not exceeding the limit of Project Group B as stipulated by the Public Investment Law after proposing and obtaining approval from the Ministry of Finance or reporting to the competent authority for approval.

9. Decide or authorize the General Director to decide on capital-raising plans, investment projects, construction, purchase, sale of fixed assets, external investment projects, and debt purchase plans (calculated based on the purchase price of debt) not exceeding 50% of the equity capital recorded in the quarterly or annual financial report at the nearest point in time to the project decision-making but not exceeding the limit of Project Group B as stipulated by the Public Investment Law.

10. Decide on the establishment, restructuring, and dissolution of branches, centers, representative offices, specialized departments, and independent accounting units dependent on DATC after proposing and obtaining approval from the Ministry of Finance.

11. Decide on the establishment, restructuring, and dissolution of wholly-owned subsidiaries by DATC after proposing and obtaining approval from the Prime Minister.

12. Propose the Ministry of Finance to issue the Financial Regulations of DATC.

13. Issue internal regulations of DATC. Approve the annual financial statements, profit distribution, and fund allocation of DATC after receiving the audit opinion of the Inspector and obtaining approval from the Ministry of Finance.

14. Decide on salaries for positions appointed by the Board of Members according to the law.

15. Decide on market development strategies, marketing, and technology of DATC.

16. Decide on the following matters concerning limited liability companies fully owned by DATC:

a) Decide on establishment after proposing and obtaining approval from the Prime Minister.

b) Approve the Articles of Association, amendments, and supplements to the Articles of Association.

c) Decide on the charter capital, objectives, tasks, and business sectors at the time of establishment, adjustment of charter capital during operation, restructuring, ownership transfer, dissolution, and bankruptcy requirements of the company.

d) Issue the Financial Regulations of the company.

đ) Decide on the appointment, reappointment, dismissal, removal, rewarding, disciplining, and remuneration or salary levels for the Chairman and members of the Board of Members or the Chairman of the Company, General Director (Director), and Inspector.

e) Approve the strategy, business plan, and five-year investment development plan.

g) Approve capital-raising plans, investment projects (projects in Groups A and B must be based on the approved list by the Ministry of Finance), purchase, sale of fixed assets, and other contracts within the owner's decision-making authority.

h) Approve the annual financial statements, profit distribution, and fund allocation of the company.

17. Approve the organizational structure and operation regulations of branches and dependent accounting units of DATC.

18. Decide on the organizational structure, labor plan, and annual salary budget of DATC in accordance with legal provisions.

19. Supervise the General Director; the Chairman and members of the Board of Members of the limited liability company fully owned by DATC; participants in the supervisory board and representatives of DATC's shareholding interests in other enterprises in performing their assigned functions and tasks.

20. Be responsible for managing and operating the company in compliance with legal provisions and decisions of the owner; manage, utilize, preserve, and develop capital effectively; promptly report to the owner about the company's loss-making operations, inability to ensure payment capacity, failure to achieve set goals and tasks, or other violations.

21. The Board of Members shall bear legal responsibility for losses caused by violations resulting in damage to DATC's capital and assets.

22. Decide on the application of debt handling methods prescribed in Article 13 of these Articles.

23. Implement delegation to the General Director to decide on related matters within their authority as prescribed by law.

24. Other powers and responsibilities as assigned by the owner and prescribed by law.

Article 25. Standards and Conditions for Members of the Board of Directors

The standards and conditions for the Board of Directors of DATC shall be implemented in accordance with Article 92 of the Enterprise Law and the following provisions:

1. Being a Vietnamese citizen residing in Vietnam.

2. Graduated from university, possessing business capability and enterprise management skills.

3. Having good health, moral integrity, honesty, incorruptibility, knowledge of laws, and a sense of compliance with laws.

Article 26. Removal and Dismissal of Board of Directors Members

The removal and dismissal of members of the DATC Board of Directors shall be carried out in accordance with Article 93 of the Enterprise Law.

Article 27. Duties and Powers of the Chairman of the Board of Directors

1. The Chairman of the Board of Directors is appointed by the Ministry of Finance. The Chairman of the DATC Board of Directors may not concurrently hold the position of General Director of DATC or other enterprises.

2. The Chairman of the Board of Directors has rights and obligations as stipulated in Clause 2 of Article 94 of the Enterprise Law and the following provisions:

a) Signing decisions of the Board of Directors on behalf of the Board of Directors;

b) Signing to accept capital, land, natural resources, and other resources invested or transferred to DATC by the owner; managing the Company according to resolutions and decisions of the Board of Directors;

c) Organizing research and drafting development strategies, medium-term and long-term plans, important investment projects of DATC; organizational reform schemes and key personnel arrangements of DATC to be submitted to the Board of Directors;

d) Organizing the establishment and supervising the implementation of financial management regulations, regulations on representatives of DATC's equity in other enterprises, and other internal management regulations of DATC;

đ) Assigning tasks to members of the Board of Directors in accordance with the functions, duties, and authorities of the Board of Directors as stipulated in this Charter and relevant laws;

e) Other rights and duties as prescribed by law and assigned by the Company's owner.

3. In case the Chairman of the Board of Directors is absent, he/she shall authorize in writing another member to perform the rights and duties of the Chairman of the Board of Directors.

4. In case there is no authorized member or the Chairman of the Board of Directors cannot perform his/her rights and duties due to force majeure, the remaining members shall propose the Ministry of Finance to designate a person among them to temporarily perform the rights and duties of the Chairman of the Board of Directors.

5. The Chairman of the Board of Directors is responsible for explaining and bearing responsibility before the Company's owner for delays or failure to sign decisions of the Board of Directors.

6. Apart from the cases stipulated in Article 26 of this Charter, the Chairman of the Board of Directors may be removed or dismissed if unable to fulfill the duties prescribed in Clause 2 of this Article.

Article 28. Duties and Powers of Other Members of the Board of Directors

Members of the Board of Directors have rights and obligations as stipulated in Article 95 of the Enterprise Law and the following provisions:

1. Participate in activities according to the program and plan of the Board of Members.

2. Fulfilling tasks assigned by the Chairman of the Board of Directors in accordance with the functions, duties, and powers of the Board of Directors prescribed in this Charter and relevant laws.

3. Perform other tasks as decided upon appointment, this Charter, and relevant laws.

Article 29. Obligations of the Chairman and Other Members of the Board of Directors

1. Adhering to laws, the Company Charter, and decisions of the Company's owner in performing assigned rights and duties.

2. Performing assigned rights and duties honestly, carefully, and to the best of their ability to ensure the maximum legitimate interests of the Company and its owner.

3. Being loyal to the interests of the Company and its owner. Not using information, trade secrets, business opportunities, positions, titles, and assets of the Company for personal gain or to serve the interests of other organizations or individuals.

4. Board of Directors members may not establish private businesses, limited liability companies, or joint-stock companies under their own names; they may not hold management or executive positions in private businesses, limited liability companies, or joint-stock companies, except when directly appointed to manage the capital of DATC invested in other enterprises; they may not enter into economic contracts with private businesses, limited liability companies, or joint-stock companies where their spouse, parent, child, brother, sister, or half-sibling is the owner or holds a management or executive position in such organization.

5. Spouse, father, adoptive father, mother, adoptive mother, son, adopted son, daughter, adopted daughter, full brother, full sister, brother-in-law, sister-in-law, and brother-in-law of a Board of Directors member may not hold the position of Chief Accountant or Cashier at DATC and its branches and centers.

6. Board of Directors members must bear responsibility before the Minister of Finance and the law for the resolutions and decisions of the Board of Directors, the results, and effectiveness of DATC's operations; in case of failing to complete assigned tasks, violating the Company Charter, exceeding authority, abusing power causing damage to DATC and the State, they must bear responsibility and compensate for material losses caused by themselves according to the law.

A Board of Directors member who expresses reservation (disagreement with the resolution or decision of the Board of Directors) will not be held responsible if losses occur when implementing the resolution or decision of the Board of Directors.

7. Adhere to resolutions and decisions of the Board of Members.

8. Bear individual responsibility when acting on behalf of DATC in the following acts:

a) Violating the law;

b) Engaging in business or other transactions not aimed at serving the interests of DATC and causing harm to others;

c) Paying debts that are not yet due, leading to financial risks for DATC.

9. Fulfilling other obligations as prescribed by law for a single-member limited liability company owned by the State.

Article 30. Working System, Conditions, and Procedures for Holding Meetings of the Board of Directors

1. The Board of Directors operates under a collective system to examine and decide on issues within its duties and powers. For issues that do not require discussion, the Board of Directors may seek opinions from members in writing.

The Board of Directors may convene extraordinary meetings to address urgent matters at the request of the company's owner or upon the proposal of the Chairman of the Board of Directors, or by more than fifty percent of the total number of Board of Directors' members, or the General Director.

2. The Chairman of the Board of Directors or a member authorized by the Chairman has the responsibility to prepare or organize the preparation of the agenda, content of documents, summoning, and chairing the meeting of the Board of Directors. Members of the Board of Directors have the right to propose the agenda in writing. For regular and planned meetings, the content and documents of the meeting must be sent to the members of the Board of Directors and invited representatives (if any) at least three working days before the meeting date. Specifically, documents used in meetings related to requesting the company's owner to amend or supplement the Company Charter, approve the development direction of the company, approve the annual financial report, reorganize or dissolve the company must be sent to the members at least five working days before the meeting date.

3. Meeting invitations can be made through invitation letters or other electronic communication tools (if any) and directly sent to each member of the Board of Directors and other invited representatives (if any). The content of the meeting invitation must clearly specify the time, location, and agenda of the meeting. Online meetings may be applied when necessary.

4. A meeting of the Board of Directors is valid when at least two-thirds of the total number of Board of Directors' members attend. Resolutions and decisions of the Board of Directors take effect when more than half of the attending members agree; in case of equal votes, the decision of the Chairman of the Board of Directors or the person authorized by the Chairman to chair the meeting shall prevail. Members of the Board of Directors have the right to reserve their opinions and the right to propose to the company's owner.

5. In cases where opinions of Board of Directors' members are sought in writing, resolutions and decisions of the Board of Directors are adopted when more than half of the total number of members agree.

6. Based on the content and agenda of the meeting, if deemed necessary, the Board of Directors has the right or responsibility to invite authorized representatives of relevant agencies and organizations to participate and discuss specific issues in the meeting agenda. Representatives of invited agencies and organizations have the right to express their opinions but do not participate in voting. Any opinions expressed (if any) by invited representatives are fully recorded in the minutes of the meeting.

7. The content of discussed issues, opinions expressed, voting results, and decisions adopted and conclusions of the Board of Directors' meetings must be recorded in the minutes. The chairperson and secretary of the meeting are jointly responsible for the accuracy and truthfulness of the Board of Directors' meeting minutes. The minutes of the Board of Directors' meeting must be completed and approved before the end of the meeting. The content of the minutes must include the following main points:

a) Time, location, purpose, agenda of the meeting; list of attendees; issues discussed and voted on; summary of opinions expressed by members on each discussed issue;

b) Number of votes in favor and against (in cases where the white ballot method is not applied) or number of votes in favor, against, and abstained (in cases where the white ballot method is applied);

c) Decisions adopted; full name and signature of the attendees.

8. Members of the Board of Directors have the right to request the General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, and management and operation staff in DATC, wholly-owned subsidiaries of DATC, and representatives of DATC's share capital in other enterprises to provide information and documents about the financial situation and activities of the unit according to the information regulation stipulated by the Board of Directors or according to the resolution of the Board of Directors. The person requested to provide information must promptly, fully, and accurately provide the required information and documents, except in cases where the Board of Directors decides otherwise.

9. The Board of Directors uses the management machinery and assisting units (if any) and the company seal to perform its tasks.

10. Operating costs of the Board of Directors, including salaries, allowances, and other remuneration, are included in the management expenses of DATC.

11. When necessary, the Board of Directors has the right to organize the solicitation of opinions from domestic and foreign consulting experts before deciding on important issues within its authority. The cost of soliciting expert opinions is regulated in the Financial Management Regulation of DATC.

12. Resolutions and decisions of the Board of Directors in accordance with the authority stipulated in this Charter have legal effect from the date of approval, except for cases requiring the company's owner's consent.

Section 2

GENERAL DIRECTOR AND MANAGEMENT MACHINE OF THE COMPANY

Article 31. General Director

1. The General Director is the legal representative of the Company, responsible for managing the daily operations of DATC in accordance with the objectives, plans, and Resolutions and Decisions of the Board of Members in compliance with the Company's Charter.

2. The General Director shall be appointed, reappointed, relieved of duty, replaced, contracted, terminated from contract, rewarded, and disciplined by the Minister of Finance upon the proposal of the Board of Members.

3. The General Director may be a member of the Board of Members; the Chairman of the Board of Members shall not concurrently hold the position of General Director.

4. The General Director must meet the standards and conditions stipulated in Article 100 of the Enterprise Law, laws on State-owned Limited Liability Companies, and other standards specific to DATC's main business sector (if applicable).

5. The General Director has rights and obligations as prescribed in Clause 2 of Article 99 of the Enterprise Law and the following specific provisions:

a) Organize the implementation of resolutions and decisions of the Board of Members;

b) Use effectively, preserve, and develop capital according to the plan approved by the Board of Members;

c) Decide on investment plans, debt purchase and sale plans, asset purchase and sale plans, economic contracts, capital raising, restructuring repayment terms, interest rate adjustments on debts, debt write-offs, reduction of repayment obligations, investment projects, capital contributions, asset purchase and sale plans, leasing, and liquidation plans of DATC within the scope of authority delegated by the Board of Members;

Develop and report to the Board of Members for decision-making or for submission to the competent authority for approval internal regulations, debt purchase and sale plans, asset disposal plans, restructuring repayment terms, loan contracts, interest rate adjustments on debts, debt write-offs, reduction of repayment obligations, investment projects, capital contributions, asset purchase and sale plans, leasing, and liquidation plans exceeding their authority. Organize the implementation of approved plans and bear responsibility before the Board of Members and the competent authority for the results of implementation;

d) Develop and submit to the Board of Members for decision-making within their authority or for submission to the owner for decision-making on the development strategy, long-term and annual plans of the Company, investment projects, organizational management schemes for DATC, labor training plans, measures to implement signed contracts. Organize the implementation of strategies, plans, schemes, projects, and measures that have been approved;

đ) Direct all activities of DATC; implement Resolutions and Decisions of the Board of Members and state administrative agencies with authority over DATC's business operations and fulfill reporting requirements as prescribed; implement financial transparency requirements for DATC as prescribed by law; submit profit distribution and utilization plans of the Company to the Board of Members;

e) Propose the Board of Members to decide on the appointment, removal, salary levels, and other benefits, rewards, and disciplinary actions for Deputy General Directors, Chief Accountants of DATC;

Report to the Board of Members for approval of personnel plans before deciding on the appointment, removal, resignation, contracting, termination of contracts, rewards, and disciplinary actions for Branch Managers, Center Directors, Representative Office Chiefs, Secretaries, Department Heads, and equivalent positions at DATC;

Appoint, remove, resign, contract, terminate contracts, reward, and discipline individuals holding positions such as Deputy Department Heads, Deputy Directors, Deputy Office Chiefs, Department Chiefs, Deputy Department Chiefs, and equivalent positions at specialized departments, branches, centers, representative offices, and equivalent dependent accounting units according to established principles and procedures for appointing officials;

g) Submit organizational management plans for DATC, including adjustment plans when changing the management structure of DATC and its branches, centers, representative offices, and equivalent dependent accounting units, to the Board of Members for approval or report to the competent authority for comments before making decisions;

h) Be responsible for the business results of the Company; be accountable to the Minister of Finance, the Board of Members, and the law for performing assigned tasks within the scope of their duties;

i) Direct the support staff to provide complete documentation as required by the Board of Members and Supervisors; prepare documentation for Board of Members meetings;

k) Be subject to supervision and inspection by the Board of Members, Supervisors, and state administrative agencies with authority over the implementation of laws and the Company's Charter;

l) Have the authority to apply extraordinary measures in emergency situations (natural disasters, epidemics, fires, accidents) and be responsible for those decisions; simultaneously report immediately to the Board of Members and relevant state agencies for further action;

m) Propose the Board of Members to issue decisions to appoint representatives of DATC's shareholding in other enterprises (including participation in supervisory boards of other enterprises);

n) Report annual financial settlement reports to the Board of Members;

o) Adhere to laws, the Charter, Resolutions, and Decisions of the Board of Members in performing assigned rights and obligations;

p) Perform assigned rights and obligations honestly, carefully, and effectively to ensure the maximum legitimate interests of DATC and the Company's owner;

q) Be loyal to the interests of DATC and the Company's owner. Do not use information, trade secrets, business opportunities, official positions, and company assets for personal gain or to serve the interests of other organizations or individuals;

s) Bear personal responsibility when acting on behalf of the Company in violation of the law; engage in business or transactions not aimed at serving the interests of the Company and causing harm to others; pay debts prematurely leading to financial instability for the Company;

t) Fulfill other rights and obligations as prescribed by the Enterprise Law and laws on State-owned Limited Liability Companies;

6. The Ministry of Finance shall consider and decide on the dismissal or removal from office of the General Director of DATC based on the proposal of the Board of Members in cases stipulated in Article 101 of the Enterprise Law and the following cases:

a) Violating the law to the extent of being prosecuted or losing civil capacity or being restricted in civil capacity;

b) Making decisions beyond authority leading to serious consequences for DATC;

c) There is a decision to transfer, retire, or arrange another job;

d) Being dishonest in exercising powers or abusing position and authority to benefit oneself or others;

đ) Failing to implement Resolutions or Decisions of the Board of Members without justifiable reasons or approval from the Ministry of Finance after reporting;

e) Other cases as stipulated in the appointment decision or the contract for hiring the General Director (if any), the Law on One-Member Joint Stock Companies with State Ownership, and relevant laws;

Article 32. Relationship between the Board of Members and the General Director in managing and operating DATC

1. When implementing Resolutions or Decisions of the Board of Members, if issues detrimental to DATC are discovered, the General Director shall report to the Board of Members for reconsideration and adjustment of the Resolution or Decision. If the Board of Members does not adjust the Resolution or Decision, the General Director may report to the Company's owner but must still implement the Resolution or Decision of the Board of Members.

2. The General Director shall prepare and submit written reports on the business operation situation monthly, quarterly, and annually, along with plans for implementation in the upcoming period of DATC to the Board of Members; has the responsibility to provide ad hoc reports on management, organizational management, and operations of DATC according to the requirements of the Board of Members.

3. The Chairman of the Board of Members has the right to attend or authorize another person to attend meetings chaired by the General Director for briefing sessions and agenda preparation for the Board of Members. The Chairman of the Board of Members or the authorized representative has the right to express opinions but does not have the right to conclude the meeting.

4. Any decisions made by the General Director that contravene Resolutions or Decisions of the Board of Members or exceed the delegated authority will be invalid; simultaneously, the General Director shall bear administrative responsibility and penalties under the law for failing to implement Resolutions or Decisions of the Board of Members and for making decisions beyond delegated authority.

5. In cases where the General Director is not a member of the Board of Members, the General Director may be invited to participate in meetings of the Board of Members and has the right to express opinions, but does not have the right to vote.

Article 33. Contracts and Transactions with Related Parties

1. Members of the Board of Members, General Director of the Company:

a) Shall not allow their spouse, biological father, adopted father, biological mother, adopted mother, biological child, son-in-law, daughter-in-law, adopted child, full brother, full sister, full brother-in-law, full sister-in-law, full brother-in-law, full sister-in-law to hold the position of Chief Accountant or cashier at DATC and its branches and centers;

b) Report to the Company's owner about economic and civil contracts signed by DATC with the spouse, biological father, adopted father, biological mother, adopted mother, biological child, son-in-law, daughter-in-law, adopted child, full brother, full sister, full brother-in-law, full sister-in-law, full brother-in-law, full sister-in-law of members of the Board of Members, the General Director. In case of discovering contracts aimed at personal gain before they are signed, the right to request members of the Board of Members, the General Director not to sign such contracts exists. If the contracts have already been signed, they shall be deemed void, members of the Board of Members, the General Director must compensate for losses to DATC and be subject to legal sanctions.

2. Other cases shall be implemented in accordance with Article 86 of the Enterprise Law and decisions of the Ministry of Finance (if any).

Article 34. Deputy General Directors, Chief Accountants, and Supporting Staff

1. Deputy General Directors assist the General Director in managing DATC according to the division of labor and authorization from the General Director; they are responsible before the General Director and under the law for the tasks assigned and authorized.

The Board of Members decides on the appointment, reappointment, removal, resignation, signing of contracts, termination of contracts, rewards, and disciplinary actions for Deputy General Directors based on the General Director's proposal.

The number of Deputy General Directors shall not exceed five (5). The Board of Members decides on the structure and number of Deputy General Directors according to the scale and characteristics of DATC's production and business activities during its operation. In special cases requiring more than five Deputy General Directors, the Board of Members reports to the Ministry of Finance for consideration and approval.

2. The Chief Accountant is appointed, reappointed, removed, contracted, and have their contracts terminated, rewarded, and disciplined based on the General Director's proposal; they have standards, duties, authorities, and obligations according to the division of labor and authorization from the General Director and in accordance with accounting laws and related laws.

3. The term of appointment or contract for Deputy General Directors and Chief Accountants is decided by the Board of Members but does not exceed five (5) years. Deputy General Directors and Chief Accountants may be reappointed or contracted again.

4. The supporting staff includes offices, specialized departments with advisory, inspection, and assistance functions for the Board of Members, General Director in managing and operating the company, performing the functions, duties, and authorities of the owner towards other enterprises.

The organizational structure and functions, duties, and authorities of the supporting staff are decided by the General Director after being approved by the Board of Members.

Article 35. Supervisory Board

1. The Ministry of Finance decides to establish a Supervisory Board at DATC with no more than three (3) Supervisors. The term of office of Supervisors does not exceed three (3) years and can be reappointed.

2. The Supervisory Board has rights and obligations as stipulated in Clause 2, Article 102 and Article 104 of the Enterprise Law.

3. Standards, conditions; responsibilities; removal and dismissal; working systems of Supervisors and the Supervisory Board of DATC are implemented according to the provisions of Articles 103, 105, 106, and 107 of the Enterprise Law and relevant laws applicable to state-owned enterprises holding 100% of the charter capital.

Article 36. Financial Management of DATC

1. DATC implements financial management systems as prescribed by law for state-owned enterprises holding 100% of the charter capital and the Financial Regulations issued by the Ministry of Finance consistent with this Charter and the specific operational characteristics of DATC.

2. DATC implements accounting systems, accounting reports, financial statements, statistical reports as prescribed in relevant laws on finance, accounting, and statistics for state-owned enterprises holding 100% of the charter capital and the Financial Regulations issued by the Ministry of Finance consistent with the operational characteristics of DATC.

3. Activities of receiving, processing debts, surplus assets excluded from enterprise value, and purchasing, selling, and processing debts, assets according to directives are excluded when evaluating the effectiveness of operations and classifying enterprises of DATC.

4. For restructuring enterprises that have not completed the preparation of financial statements at the end of the fiscal year as required, DATC may use the most recent financial statement of the restructuring enterprise as the basis for setting aside provisions at the end of the fiscal year.

For receivables from purchase, sale, and debt processing activities (including designated purchase debts), the Board of Members decides on the provision setting level according to the Debt Management Regulations issued in line with DATC's Financial Regulations.

5. The fiscal year of DATC begins on January 1st and ends on December 31st each calendar year.

Section 3

WORKERS PARTICIPATING IN COMPANY MANAGEMENT

Article 37. Forms of participation in management by workers

Workers participate in managing DATC through the following forms and organizations:

1. General Assembly or Workers' Representative Conference of DATC.

2. DATC Trade Union Organization.

3. People's Inspection Board.

4. Implementing supervisory rights, making suggestions, lodging complaints, and reporting violations according to the law.

Article 38. Contents of participation in management by workers

1. Workers have the right to participate in discussions, contribute opinions, and propose to competent authorities the following issues:

a) Building and implementing internal regulations and rules of DATC directly related to workers' rights and obligations;

b) The content of draft collective labor agreements or amendments and supplements to such agreements before signing;

c) Measures to increase labor productivity, product quality, reduce costs, save raw materials and supplies, ensure workplace safety and hygiene, protect the environment, improve working conditions, and arrange labor deployment;

d) Plans for restructuring and transforming DATC;

đ) Participate in voting on trust in managerial positions when required by law;

e) Other issues as prescribed by law that are relevant.

2. The collective of workers in the DATC has the right to participate in supervision:

a) Implementation of resolutions of the Workers' Conference;

b) Implementation of internal regulations, rules, charters, and bylaws of DATC; implementation of collective labor agreements; implementation of labor contracts; implementation of policies and benefits for workers;

c) Collection and use of funds contributed by workers;

d) Results of handling complaints, reports, and labor disputes; results of annual commendation and awards.

3. Annually, the Company shall be responsible for organizing the Workers' Congress in collaboration with the Trade Union Executive Board to discuss solutions for implementing production and business targets approved by the Board of Members; evaluate the implementation of collective labor agreements, internal regulations and rules of the Company, and other issues related to the legitimate rights and interests of workers.

4. Relations between the Company and workers shall be carried out in accordance with laws on labor. The General Director shall prepare plans for the Board of Members to approve matters related to recruitment, labor, wages, social insurance, benefits, rewards, and discipline for managers and workers within the Company, as well as relations between the Company and trade union organizations of workers.

Chapter VI

REORGANIZATION, TRANSFORMATION, DISSOLUTION, BANKRUPTCY OF DATC

Article 39. Reorganization of DATC

1. The reorganization of DATC shall be decided by the Minister of Finance in accordance with the overall plan on the restructuring, reform, and reconfiguration of state-owned enterprises under the Ministry of Finance, which has been approved by the Prime Minister.

2. In cases where the reorganization of DATC leads to changes in legal form, industry, business activities, or registered capital, the Company must complete procedures to register changes or notify the relevant business registration authority of the changes according to the regulations.

3. The procedures and formalities for reorganizing DATC shall be implemented in accordance with the provisions of the law.

Article 40. Conversion of Ownership of DATC

The Minister of Finance shall decide to convert DATC into a limited liability company with two or more shareholders or a joint-stock company in accordance with relevant laws, consistent with the overall plan on the restructuring, reform, and reconfiguration of state-owned enterprises under the Ministry of Finance, which has been approved by the Prime Minister.

Article 41. Dissolution and Bankruptcy of DATC

1. The dissolution of DATC is decided by the Minister of Finance in accordance with the provisions of the law.

2. The resolution of bankruptcy for DATC shall be implemented in accordance with the provisions of the Bankruptcy Law.

Chapter VII

REPORTING AND INFORMATION DISCLOSURE REGIME

Article 42. Reporting and Information Responsibilities

1. The General Director is responsible for submitting the following documents to the Board of Members quarterly:

a) Report on the business situation of the company;

b) Financial report;

c) Report on the management and operation of the company and other reports as prescribed.

2. Members of the Board of Members have the right to request the General Director and management staff of DATC to provide all documents and materials related to the organization and implementation of the functions and responsibilities of the Board of Members and the Chairman of the Board of Members.

3. The General Director is responsible for organizing the storage and confidentiality of the company's files and documents.

Article 43. Reporting and Information to the Owner

1. The Board of Members shall prepare and submit to the owner of the Company the following documents:

a) Reports on the business and financial situation of the Company;

b) Reports on the implementation of the functions and responsibilities of the Board of Members; reports by each member of the Board of Members on the results of tasks delegated or recorded in the appointment decision (if applicable);

c) Other documents as prescribed by this Charter and the law on reporting and information systems for state-owned single-member limited liability companies.

2. The Inspector shall present to the owner of the Company:

a) Reports on the legality, truthfulness, and diligence of the Board of Members and the General Director in exercising ownership rights and managing the Company's business operations;

b) Reports on the audit of financial statements and business performance;

c) Evaluations of management work and other documents as prescribed by this Charter and the law on reporting and information systems for state-owned single-member limited liability companies.

3. Regular reports shall be prepared and submitted quarterly. Ad hoc reports shall be prepared and submitted upon the owner's request in specific cases.

Article 44. Disclosure of Information

1. DATC must implement periodic information disclosure and extraordinary information disclosure in accordance with Article 108 and Article 109 of the Enterprise Law, Article 61 of the Law on Management and Use of State Capital for Business Investment, and related guiding documents.

2. The legal representative of DATC decides and is responsible for the disclosure of information to external parties by the Company. The department responsible for keeping records and documents of the Company may only provide information to external parties according to the decision of the legal representative of the Company or persons authorized by the legal representative of the Company.

3. Forms, contents, and places for sending information shall be carried out in accordance with relevant laws.

4. In cases where there are inspection and examination requests from competent state management agencies, the legal representative of the Company is responsible for organizing the provision of information in accordance with the legal regulations on inspection and examination.

Chapter VIII

AMENDMENTS AND SUPPLEMENTS TO THE COMPANY CHARTER AND OTHER ISSUES

Article 45. Amendments and Supplements to the Company Charter

The Ministry of Finance decides on amendments and supplements to the Company Charter of DATC. The Board of Members has the right to propose the Ministry of Finance to amend and supplement this Charter.

Article 46. Management of the Company Seal

1. The Board of Members decides to approve the official seal of the Company. The seal is engraved in accordance with the provisions of the law.

2. The Board of Members and the General Director manage and use the seal in accordance with the provisions of the law.

Article 47. Principles for Resolving Internal Disputes

The resolution of internal disputes within the Company shall first be conducted through negotiation and mediation. If resolving internal disputes through negotiation and mediation does not achieve results, any party has the right to bring the dispute to competent authorities for resolution.

Chapter IX

IMPLEMENTING PROVISIONS

Article 48. Effective Date of Implementation

This Charter takes effect from November 1, 2015.

Article 49. Scope of Application

1. The Director of the Department of Corporate Finance, heads of related units, members of the Board of Members, the General Director of DATC, and related organizations and individuals are responsible for complying with the provisions of the Company Charter.

2. Internal regulations of DATC must comply with the principles and contents set forth in these Regulations.

3. In cases where there are legal provisions related to the activities of DATC that have not been stipulated in the Charter or in cases where new legal provisions differ from the provisions in the Charter, such legal provisions shall be applied to regulate the activities of DATC./.