Circular No. 183/2013/TT-BQP on the division of responsibilities and delegation of rights, duties, and obligations of the State owner towards state-owned enterprises under the Military and state capital managed by the Ministry of National Defense for investment in enterprises.

 

CIRCULAR

Regarding the allocation and delegation of rights, responsibilities, and obligations of the State Owner towards state-owned enterpriseswithin the Military and state capital managed for investment in enterprisesby the Ministry of National Defense

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Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 99/2012/NĐ-CP dated December 11, 2012 of the Government on Allocation and Delegation of Rights, Responsibilities, and Obligations of the State Owner towards State-Owned Enterprises and State Capital Invested in Enterprises;in Pursuant to Decree No. 35/2013/NĐ-CP dated April 22, 2013 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of National Defense;

At the request of the Director of the Economic Department under the Ministry of National Defense, The Minister of National Defense promulgates regulations on the allocation and delegation of rights, responsibilities, and obligations of the State Owner towards state-owned enterprises in the Military and state capital managed for investment in enterprises as follows:

Code: QTKĐ 05:2016/BQP.on This Circular stipulates the allocation and delegation of rights, responsibilities, and obligations of the Ministry of National Defense towards military enterprises and state capital invested in enterprises.

Article 2. Scope of Applicationg1. State-owned enterprises holding 100% of the charter capital and representatives appointed at military enterprises.No.2. Representatives appointed for the portion of state capital managed by the Ministry of National Defense for investment in: For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;a) Enterprises where the state holds more than 50% of the charter capital;

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

b) Enterprises where the state holds no more than 50% of the charter capital.

3. Agencies, units under the Ministry of National Defense, organizations, and individuals related to the implementation of the Ministry of National Defense's rights, responsibilities, and obligations towards military enterprises and the portion of state capital invested in enterprises.

1. Military enterprises are state-owned enterprises managed by the Ministry of National Defense, including:

a) Limited liability companies with one member wholly owned by the state, established or appointed representatives by the Ministry of National Defense;

b) Joint-stock companies or limited liability companies with two or more members having state ownership exceeding 50% of the charter capital, appointed representatives by the Ministry of National Defense.

2. Representatives appointed for the portion of state capital in enterprises (hereinafter referred to as Representatives) are individuals appointed by the Ministry of National Defense to represent the Ministry in exercising rights, responsibilities, and obligations at enterprises.

Article 4. Allocation and Delegation of Rights, Responsibilities, and Obligations of the State Owner towards Military Enterprises

Article 3. Explanation of Terms

In this Circular, the following terms shall be understood as follows:

1. The Ministry of National Defense directly implements or allocates to functional agencies under the Ministry of National Defense; delegates to primary subordinate units under the Ministry of National Defense; assigns to Board Members or Chairmen of Companies, Representatives appointed to implement the rights, responsibilities, and obligations of the state owner,

2. For joint-stock companies or limited liability companies with two or more members where the state holds 100% of the charter capital, each organization fulfills the rights and obligations of shareholders or capital contributors according to their respective shareholding as stipulated by the Enterprise Law.

ALLOCATION AND DELEGATION OF RIGHTS,

RESPONSIBILITIES, AND OBLIGATIONS OF THE MINISTRY OF NATIONAL DEFENSE TOWARDS MILITARY ENTERPRISES THAT ARE WHOLLY STATE-OWNED LIMITED LIABILITY COMPANIES

RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE MINISTRY OF NATIONAL DEFENSE

1. The Ministry of National Defense directly implements or assigns to competent agencies of the Ministry of National Defense; delegates to subordinate units under the Ministry of National Defense; entrusts the Board of Directors or the Chairman of the company, the Authorized Representative to implement the rights, responsibilities, and obligations of the state owner.

2. For joint-stock companies and limited liability companies with two or more members where the State holds 100% of the charter capital, which are owned by military enterprises and state-owned enterprises, each organization shall exercise the rights and obligations of shareholders and contributing members corresponding to their share of capital as stipulated by the Enterprise Law.

Chapter II

ASSIGNMENT AND DELEGATION OF RIGHTS,

IMPLEMENTATION OF RESPONSIBILITIES AND OBLIGATIONS OF THE MINISTRY OF NATIONAL DEFENSE TOWARDS MILITARY ENTERPRISES THAT ARE WHOLLY STATE CAPITAL LIMITED LIABILITY COMPANIES

Section 1

RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE MINISTRY OF NATIONAL DEFENSE

Article 5. Rights and responsibilities of the Ministry of National Defense

1. With respect to state-owned economic corporations assigned to the Ministry of National Defense by the Prime Minister

a) Propose the Prime Minister to decide on establishment, objectives, tasks, and business sectors; reorganization, ownership transfer, dissolution, and bankruptcy requests. Appraise and submit to the Prime Minister for approval the project to establish wholly state-owned subsidiaries; propose the establishment, reorganization, and dissolution of branches, representative offices, and other dependent units.

b) Submit to the Government for issuance, amendment, and supplementation of the Charter.

c) Propose the Prime Minister to decide on the charter capital and adjustment of the charter capital.

d) Propose the Prime Minister to decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for the Chairman of the company, Chairman of the Board of Members, or General Director of the company.

đ) Propose the Prime Minister to approve the strategy, production and business plans, and five-year investment development plans.

e) Decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for members of the Board of Members, Deputy General Directors, Professional Supervisors, and payment of salaries for the position of Professional Supervisor.

g) Approve annual production and business plans, unit construction plans, and lists of Group A and B investment projects annually and notify the Ministry of Planning and Investment and the Ministry of Finance for consolidation and supervision.

h) Approve the policy of capital contribution, holding, increasing, and decreasing capital of state-owned economic corporations in enterprises; acceptance of enterprises voluntarily joining as subsidiaries or associated companies.

i) Approve the policy of borrowing, lending, purchasing, and selling assets with a value equal to or greater than 50% of the charter capital or another smaller ratio specified in the corporation's Charter; approve the policy of foreign borrowing by the state-owned economic corporation and request the Ministry of Finance to review and approve.

k) Decide on the salary of the Chairman and members of the Board of Members, General Director, Professional Supervisor, and the annual salary fund of the Board of Members after consultation with the Ministry of Labor, Invalids, and Social Affairs.

l) Agree to allow the Board of Members to approve financial statements, profit distribution, and the establishment and use of funds.

m) Propose the Prime Minister to approve the overall restructuring and modernization plan for state-owned economic corporations.

2. With respect to companies established by the decision of the Ministry of National Defense

a) Propose the Prime Minister to approve the overall restructuring and modernization plan for military enterprises.

b) Decide on the establishment of the company after the Prime Minister approves the project.

c) Decide on the establishment, reorganization, and dissolution of branches, representative offices, and other dependent units of the company.

d) Decide on the objectives, tasks, organizational structure, and business sectors of the company.

đ) Approve the Charter on organization and operation of the company.

e) Implement the restructuring and modernization of companies after the Prime Minister approves the overall project.

g) Decide on the charter capital when establishing and adjusting the charter capital during the company's operation after consultation with the Ministry of Finance.

h) Decide on the appointment, reappointment, dismissal, commendation, and disciplinary action for the Chairman and members of the Board of Members or Chairman of the company, General Director, Deputy General Director, Director, Deputy Director, Supervisor, and payment of salaries for the position of Supervisor.

i) Approve the strategy, production and business plans; annual unit construction plans; list of Group A and B investment projects.

k) Approve the policy of capital contribution, holding, increasing, and decreasing capital of the company in enterprises; approve the acceptance of enterprises voluntarily joining as subsidiaries or associated companies.

1) Approve the policy of borrowing, lending, purchasing, and selling assets with a value equal to or greater than 50% of the company's charter capital or another smaller ratio specified in the company's Charter; approve the policy of foreign borrowing by the company and request the Ministry of Finance to review and approve.

m) Decide on the salary of the Chairman and members of the Board of Members or Chairman of the company, General Director, Director, Supervisor appointed by oneself; the annual salary fund of the Board of Members or Chairman of the company.

n) Agree to allow the Board of Members or Chairman of the company to approve annual financial statements, profit distribution, and the establishment and use of funds.

o) Carry out regular supervision, inspection, and audit of the implementation of laws; management, use, preservation, and development of capital; implementation of strategies and plans; implementation of recruitment, salary, and bonus systems of the company. Evaluate the implementation of assigned objectives, tasks, business sectors, operational results, and business efficiency of the company. Evaluate the performance of the Chairman and members of the Board of Members or Chairman of the company, Supervisors, General Director, Director, Deputy General Director, Deputy Director, Chief Accountant in managing and operating the company.

Article 6. Obligations of the Ministry of National Defense

1. Invest sufficient registered capital for the company.

2. Adhere to the Company Charter.

3. Bear responsibility for the debts and other property obligations of the company within the scope of the company's registered capital; determine and separate state-owned assets from company assets.

4. Comply with the law when approving investment policies, purchasing, selling assets, and loan contracts of the company.

5. Ensure the company's right to operate in accordance with the law.

6. Fulfill other obligations as prescribed by law.

 

Section 2

ASSIGNMENT AND DELEGATION OF RIGHTS,

RESPONSIBILITIES OF THE MINISTRY OF NATIONAL DEFENSE

Article 7. Rights and responsibilities of the Minister of National Defense

The Minister of National Defense shall perform rights and responsibilities as stipulated in Article 5 of this Circular and the following rights and responsibilities towards companies under the Ministry of National Defense:

1. Decide on the appointment, reappointment, removal, resignation, commendation, and disciplinary action against the Chairman and members of the Board of Directors or the Chairman of the company, General Director, Deputy General Director, Director, Deputy Director, Supervisor, and pay the salary for the position of Supervisor.

2. Approve the operational regulations of the Supervisor at the company.

3. Decide on the salaries of the Chairman and members of the Board of Directors or the Chairman of the company, General Director, Director, Supervisor appointed by himself/herself; the annual wage fund of the Board of Directors or the Chairman of the company based on the audit opinion of the Economic Department.

4. Agree to allow the Board of Directors or the Chairman of the company to approve the annual financial report, profit distribution, reserve and use of funds based on the audit opinion of the Financial Department.

5. Approve the business production plan; annual unit construction plan.

Article 8. Rights and responsibilities of the Head of the Primary Unit under the Ministry of National Defense

The primary unit under the Ministry of National Defense is the direct superior of the military enterprise it manages, and has the following rights and responsibilities:

1. Propose the Minister of National Defense to decide:

a) Establishment, objectives, tasks, and business sectors; restructuring, ownership transfer, dissolution, and bankruptcy request of the company;

b) Project for establishing a 100% state-owned company; policy for establishing, restructuring, dissolving branches, representative offices, and other dependent accounting units;

c) Issuing, amending, and supplementing the charter of the company;

d) Registered capital level and adjustment of registered capital of the company;

đ) Approving the development strategy, unit construction, annual list of Group A and B investment projects of the company and notify "Economic Department, Planning and Investment Department, Financial Department for consolidation and supervision;"

e) Capital contribution, holding, increase, and decrease of capital of the company in other enterprises; accepting enterprises voluntarily joining as subsidiaries or associated companies;

g) Changing the legal representative of the company;

h) Policy for borrowing, lending, buying, and selling assets valued at or exceeding 50% of the registered capital or another ratio smaller as prescribed in the Company Charter.

2. Approve the operational regulations of the Supervisor at the company.

3. Approve the annual business production plan and unit construction plan of the company reported to the Ministry of National Defense (through the Economic Department).

4. Decide within authority or propose the Minister of National Defense to appoint, reappoint, remove, resign, commend, and discipline members of the Board of Directors, Chairman of the company, General Director, Director, specialized Supervisor, and pay the salary for the position of specialized Supervisor.

5. Decide on the salaries of the Chairman and members of the Board of Directors, General Director, Director, specialized Supervisor appointed by his/her own level, the annual wage fund of the company, and report to the Ministry of National Defense (through the Economic Department).

6. Audit and agree to allow the Board of Directors or the Chairman of the company to report to the Ministry of National Defense for approval of the financial report, profit distribution, reserve and use of funds.

7. Construct and report to the Minister of National Defense the restructuring and modernization project of the enterprise it manages.

8. Implement regular supervision, inspection, and audit of the implementation of laws; management, use, preservation, and development of capital; implementation of strategies, plans; implementation of recruitment, salary, and bonus systems of the company it manages. Evaluate the implementation of assigned objectives, tasks, business sectors, and the performance results, business efficiency of the company. Evaluate the Chairman of the Company and members of the Board of Directors, specialized Supervisor, General Director, Deputy General Director, Chief Accountant in managing and operating the company.

Article 9. Rights and responsibilities of the Department of Economy under the Ministry of National Defense

1. As the permanent office of the Steering Committee for Reform and Development of Military Enterprises, it assists the Chairman of the Steering Committee in advising the Minister of National Defense on the reorganization, reform, and development of military enterprises. It compiles and perfects the overall plan for the reorganization, reform, and development of military enterprises to be submitted to the Minister of National Defense for reporting to the Prime Minister.

2. Proposes to the Standing Committee of the Central Military Commission and the Minister of National Defense on the policy for establishing military enterprises as limited liability companies (including subsidiaries within a parent company-subcompany group) for reporting to the Prime Minister for approval.

3. Proposes to the General Staff (through the Department of Military Affairs) for review and submission to the Minister of National Defense for decisions on the establishment, restructuring, ownership transfer, dissolution, and bankruptcy liquidation of military enterprises that are limited liability companies (including subsidiaries within a parent company-subcompany group).

4. Proposes to the Standing Committee of the Central Military Commission and the Minister of National Defense for approval of the project to contribute capital to establish limited liability companies with two or more shareholders, joint-stock companies with contributions from such companies (including subsidiaries within a parent company-subcompany group).

5. Proposes to the Minister of National Defense:

a) Criteria for evaluating the results of assigned objectives and tasks, operational results, and business efficiency of the company;

b) Issuance of the company's charter;

c) Issuance of the operating regulations for the company's supervisory board directly under the Ministry of National Defense;

d) Decisions on changes to the legal representative of the company;

đ) Decisions on supplementing or reducing the scope of business activities of the company;

e) Regulations on converting a single-member limited liability company into a joint-stock company;

g) Regulations on labor management, salaries, remuneration, and bonuses for the company;

h) Approval of annual production and business plans and unit construction plans for companies directly under the Ministry of National Defense;

i) Approval of the company's development strategy and long-term plans;

k) Acceptance of subsidiaries and associated companies of the company;

1) Decisions on ranking the company.

6. Periodically every quarter or at any time upon request, compiles and reports to the Minister of National Defense on the operational situation of the company.

7. Based on the functions and tasks assigned by the Head of the Ministry of National Defense, takes the lead or collaborates with relevant agencies of the Ministry of National Defense to supervise and inspect various aspects of the company's operations.

8. Reviews and submits to the Minister of National Defense for decisions on the salaries of the Chairman and members of the Board of Directors or the Chairman of the company, General Manager, Director, and Supervisor; the annual salary fund of the Board of Directors or the Chairman of the company at companies directly under the Ministry of National Defense.

9. Provides opinions to the relevant departments of the Ministry of National Defense and primary units directly under the Ministry of National Defense regarding the establishment of branches and representative offices of the company; increases or decreases in registered capital, investment purchases and sales, asset liquidation, compliance with the company's charter, operating regulations of the supervisor, organizational restructuring, dissolution, bankruptcy, and establishment of subsidiaries and associated companies, and other issues related to the organization and operation of the company.

Article 10. Rights and responsibilities of the Department of Finance under the Ministry of National Defense

1. Submit to the Minister of National Defense for approval on financial management systems, profit distribution, reserve fund establishment and utilization; capital management, preservation, and development systems; financial reporting and disclosure systems; supervision and inspection mechanisms for the company.

2. Submit to the Minister of National Defense for reporting to the Prime Minister or for decision-making on the registered capital and adjustments to the registered capital of the company following the agreement document from the Ministry of Finance.

3. Based on state regulations and those of the Ministry of National Defense, establish standards and conditions for the Chief Accountant of the company.

4. Regularly or at any time upon request, compile and report to the Minister of National Defense on the financial situation of the company.

5. Review and submit to the Minister of National Defense for issuance of the Financial Regulations of the company.

6. Lead the annual financial settlement work of the company; lead and coordinate with relevant agencies of the Ministry of National Defense to conduct inspections, audits, and oversight of the management, use, preservation, and development of capital of the company.

7. Review and submit to the Minister of National Defense for decisions on asset liquidation, borrowing, lending, and holding, increasing, decreasing, or divesting equity stakes in other enterprises of the company.

8. Lead and coordinate with the Economic Department and the State Capital Investment Corporation under the Ministry of Finance to implement financial management tasks when transferring enterprises from the Ministry of National Defense to the State Capital Investment Corporation.

9. Provide opinions on issues:

a) Comprehensive plans for restructuring, modernizing, and developing military enterprises before submitting to the Central Military Commission and the Prime Minister;

b) The establishment of wholly state-owned subsidiaries and joint-stock companies with over 50% state-owned shares;

c) Proposals for establishing limited liability companies directly managed by the Ministry of National Defense;

d) Investments to enhance the company's capacity; the acceptance of subsidiaries and associated companies.

Article 11. Rights and responsibilities of the Department of Planning and Investment under the Ministry of National Defense

1. Lead and coordinate with relevant agencies of the Ministry of National Defense to guide, supervise, and inspect the activities of enhancing the company's capacity and military trade.

2. Lead and coordinate with appraisal agencies to submit to the Minister of National Defense for approval of project lists in Groups A and B, and development investment projects within the authority of the Ministry of National Defense at the company.

3. Regularly or at any time upon request, compile and report to the Minister of National Defense on the progress and results of Group A and B projects and development investment projects within the authority of the Ministry of National Defense that have been approved for the company.

4. Provide opinions on issues:

a) Comprehensive plans for restructuring, modernizing, and developing military enterprises before submitting to the Central Military Commission and the Prime Minister;

b) The establishment of wholly state-owned subsidiaries and joint-stock companies with over 50% state-owned shares of various companies;

c) Proposals for establishing limited liability companies directly managed by the Ministry of National Defense;

d) Policies on capital contributions, holdings, increases, and decreases in the economic groups assigned to the Ministry of National Defense to manage and various companies;

đ) Long-term development strategies, long-term investment development plans, production and business plans, and unit construction plans of subordinate companies under the Ministry of National Defense;

e) Investments to enhance the company's capacity, the acceptance of subsidiaries and associated companies, and the contents stipulated in Clauses 2, 3, 4, and 5 of Article 9 of this Circular.

Article 12. Rights and responsibilities of the Personnel Bureau/General Political Department

1. Based on its functions and tasks, advise the General Political Department's Chief and the Ministry of National Defense's Chief on matters related to cadres and cadre work. Guide the implementation of cadre work according to the Cadre Work Regulation of the Central Military Commission and the guidelines of the General Political Department.

2. Provide opinions on issues:

a) Comprehensive plans for restructuring, modernizing, and developing military enterprises before submitting to the Central Military Commission and the Prime Minister;

b) The establishment of wholly state-owned subsidiaries and joint-stock companies with state capital exceeding 50% of the charter capital of companies under the Ministry of National Defense;

c) Proposals for establishing limited liability companies directly managed by the Ministry of National Defense;

d) Draft articles of organization, operation, and company supervisory board regulations.

Article 13. Rights and responsibilities of the Military Forces Bureau/General Staff Department

1. Submit to the General Staff Department for review and report to the Steering Committee for Enterprise Reform and Development to the Standing Committee of the Central Military Commission and the Minister of National Defense the restructuring, reform, and development plans for military enterprises in the production and repair of weapons and equipment sector.

2. Submit to the General Staff Department for review and report to the Standing Committee of the Central Military Commission and the Minister of National Defense for decision:

a) Establishing military enterprises as limited liability companies (including subsidiaries within parent-subsidiary groups) after approval by the Prime Minister of the Project Plan.

b) Reorganizing, transferring ownership, dissolving, and declaring bankruptcy for companies (including subsidiaries within parent-subsidiary groups) after agreement by the Prime Minister on the principle.

c) Establishing factories, branches, representative offices, public service units, and dependent units of military enterprises that are limited liability companies.

3. Provide opinions on issues:

a) Comprehensive plans for restructuring, modernizing, and developing military enterprises before submitting to the Central Military Commission and the Prime Minister;

b) The establishment of wholly state-owned subsidiaries and joint-stock companies with state capital exceeding 50% of the charter capital of companies under the Ministry of National Defense;

c) Proposals for establishing limited liability companies directly managed by the Ministry of National Defense;

d) Draft articles of organization, operation, business sectors, asset purchase, sale, liquidation, and company supervisory board regulations.

Article 14. Rights and responsibilities of the Board of Members and the Company Chairman

The Board of Members and the Company Chairman are direct representatives of the owner at the company and have the following rights and responsibilities:

1. Implement decisions of the owner, strategies, production and business plans, and five-year investment and development plans of the company after proposal and approval by the competent authority.

2. Implement annual production and business plans and annual investment and development plans of the company after proposal and approval by the competent authority.

3. Propose to the competent authority the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action against the Chairman and members of the Board of Members or the Company Chairman, General Director, Deputy General Director, Director, Deputy Director, and Chief Accountant.

4. Propose to the competent authority to adjust the charter capital; amend and supplement the Company Articles; reorganize, transfer ownership, dissolve, and declare bankruptcy of the company.

5. After agreement on the principle by the Minister of National Defense, develop and report to the competent authority the project plan for capital contribution, holding, increasing, or decreasing capital in other companies; receiving subsidiaries and associated companies.

6. Appoint the Representative of the Company's Contributed Capital in other companies; assign tasks to the Representative of the Company's Contributed Capital according to the laws and regulations of the Ministry of National Defense.

7. Decide or authorize the General Director or Director to decide on investment projects, loan contracts, lending, purchasing, and selling assets within the scope of authority defined in the Company Articles, laws, and regulations of the Ministry of National Defense.

8. Propose to the competent authority to approve the principle of foreign borrowing.

9. Implement the establishment, reorganization, dissolution of branches, representative offices, and other dependent accounting units after proposal and approval by the competent authority.

10. Establish internal management regulations of the company. Approve financial reports, profit distribution, reserve fund establishment and usage after approval by the competent authority.

11. Decide salaries for positions appointed by the Board of Members or the Company Chairman.

12. Decide market development, marketing, and technology solutions for the company.

13. Implement the rights and responsibilities of the Board of Members and the Company Chairman for wholly state-owned subsidiaries:

a) Decide objectives, tasks, and business sectors; reorganize, transfer ownership, dissolve, and declare bankruptcy after approval by the competent authority;

b) Approve the Articles, amendments, and supplements;

c) Propose the charter capital when establishing and adjusting the charter capital during the company's operation;

d) Propose to the competent authority the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action against the Chairman and members of the Board of Members or the Company Chairman, General Director, Director, and Supervisor;

đ) Approve strategies, production and business plans, and five-year investment and development plans;

e) Approve principles of loans, lending, purchasing, and selling assets worth 50% or more of the company's charter capital or another ratio smaller than that specified in the Company Articles;

g) Approve annual financial reports, profit distribution, reserve fund establishment, and usage.

14. Implement enterprise restructuring and reform after approval by the competent authority of the overall project plan.

15. Report regularly every quarter or at any time upon request to the Minister of National Defense (through the Economic Bureau) on the company's production and business operations or extraordinary events related to production and business activities and unit construction.

16. Be responsible for managing and operating the enterprise in compliance with the law and the decisions of the Ministry of National Defense; manage the effective use, preservation, and development of capital; promptly report to the Ministry of National Defense on the company's losses, inability to ensure payment capacity, failure to achieve assigned goals and tasks, or other violations.

 

Section 3

ASSIGNMENT AND GRADING OF DUTIES FORMINISTRY OF NATIONAL DEFENSE

Article 15. Obligation to Invest Adequate Registered Capital

1. The Ministry of National Defense has the obligation to invest adequate registered capital for the company. It requests the Prime Minister to decide on the level of registered capital and adjust the registered capital of state-owned corporations assigned to the Ministry of National Defense to manage.

2. The Board of Members and the Chairman of the company have the obligation to invest adequate registered capital for wholly-owned subsidiaries under their management.

Article 16. Obligation to Comply with the Company's Articles of Association

Organizations and individuals exercising the rights and responsibilities of the owner must comply with the Company's Articles of Association and bear legal responsibility for decisions made beyond their authority.

Article 17. Obligation Regarding Debts and Other Assets

1. The Ministry of National Defense has the obligation regarding debts and other assets within the scope of the company's registered capital.

2. The Board of Members, the Chairman of the company, the General Director, and the Director of the company must manage and operate the company to ensure its ability to pay off debts and other financial obligations; identify and separate the owner's assets from the company's assets.

3. Supervise, inspect, and evaluate the debts and other financial obligations of companies under the Ministry of National Defense. The primary unit directly subordinate to the Ministry of National Defense supervises, inspects, and evaluates the debts and other financial obligations of the company managed by the Ministry of National Defense. In case difficulties arise in settling debts and other financial obligations, the Financial Department of the Ministry of National Defense and the primary unit directly subordinate to the Ministry of National Defense require and direct the company to develop a remediation plan and report to the competent authority for consideration and decision.

The Financial Department reports annually to the Minister of National Defense on the situation of debts and other financial obligations of the company.

4. When the company enters a state of bankruptcy, the Economic Department of the Ministry of National Defense and the primary unit directly subordinate to the Ministry of National Defense instruct the Board of Members, the Chairman of the company, the General Director, and the Director of the company to implement the procedures for declaring bankruptcy according to the law on bankruptcy.

Article 18. Obligation in Approving Investment Policies, Purchasing, Selling Assets, and Loan Contracts

1. Organizations and individuals exercising the rights and responsibilities of the owner have the obligation to properly exercise their authority and comply with the law when approving investment policies, purchasing, selling assets, and loan contracts of the company; supervise the implementation of their decisions and approvals.

2. The Board of Members, the Chairman of the company, the General Director, and the Director of the company must implement investment projects, purchase, sell assets, and loan contracts of the company according to the approved policy and the provisions of the law.

Article 19. Obligation to Ensure the Company's Right to Operate Legally

Organizations and individuals exercising the rights and responsibilities of the owner have the obligation to ensure the company's right to operate legally; ensure that the Board of Members, the Chairman, the General Director, and the Director can actively manage and operate the company effectively according to the law and the Company's Articles of Association.

Chapter III

ASSIGNMENT AND LEVELS OF IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE MINISTRY OF NATIONAL DEFENSE FOR STATE-OWNED MILITARY ENTERPRISES WITH MORE THAN 50% OF REGISTERED CAPITAL

Article 20. Rights and Responsibilities of the Ministry of National Defense

1. Decide on the contribution, holding, increase, and decrease of state capital invested in enterprises; be responsible within the scope of the capital contributed to the enterprise; appoint, dismiss, reward, and discipline the Representative; decide on the salary, bonus, allowances, and other benefits of the Representative. Evaluate the Representative.

2. Approve the Representative to exercise rights and fulfill obligations at the enterprise for the following contents:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Articles of Association, amendments, and supplements to the Articles of Association of the enterprise;

c) Matters related to increasing or decreasing the registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that can be offered for sale; purchasing more than 10% of the total number of sold shares of each type;

d) The nomination for election, recommendation for dismissal, removal, reward, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, members of the Supervisory Board. Nomination for appointment, recommendation for dismissal, signing of contracts, termination of contracts with the General Director, Director of the enterprise. Remuneration, salary, bonuses, and other benefits of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director, Director of the enterprise; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Director, Deputy Director of the enterprise;

đ) Annual business strategy and production plans and five-year investment development plans of the enterprise;

e) Policy on contribution, holding, increase, and decrease of state capital invested in other enterprises; establishment, restructuring, dissolution of branches, representative offices, and other dependent accounting units; acceptance of enterprises voluntarily joining as subsidiaries or associated companies;

g) Policy on purchasing, selling assets, and loan contracts with a value equal to or greater than 50% of the enterprise's registered capital or another ratio smaller than that specified in the enterprise's Articles of Association; policy on foreign borrowing of the enterprise;

h) Financial statements, profit distribution, reserve fund establishment and usage, annual dividend rate;

i) Recruitment system; remuneration, salary, and bonus system of the enterprise.

3. Require the Representative to report to implement regular supervision, inspection, and audit according to regulations on compliance with laws; management, use, preservation, and development of state capital at the enterprise; implementation of strategies and plans; evaluation of the achievement of assigned goals, tasks, operational results, and business efficiency of the enterprise.

4. Request the Prime Minister to approve the overall project on holding, increasing, and decreasing state capital invested in enterprises.

Article 21. Rights and responsibilities of the Minister of National Defense

1. Submit to the Prime Minister for decision on the overall project concerning the holding, increasing, or decreasing state capital investment in enterprises undergoing transformation or shareholding under the Ministry of National Defense.

2. Approve the Representative to implement the following contents after receiving written opinions from competent agencies of the Ministry of National Defense:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Articles of Association, amendments, and supplements to the Articles of Association of the enterprise;

c) Increasing or decreasing registered capital; timing and method of raising capital; types of shares and total number of each type of shares that may be offered for sale; purchasing more than 10% of the total number of shares sold of each type;

d) Nominating for election, recommending dismissal, removal, rewarding, or disciplinary action against members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, and members of the Supervisory Board. Nominating for appointment, recommending dismissal, signing contracts, terminating contracts with General Managers, Enterprise Directors; remuneration, salaries, bonuses, and other benefits of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Managers, and Enterprise Directors; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Managers (Deputy Directors) of the enterprise;

đ) Annual business strategy and production plans and five-year investment development plans of the enterprise;

e) Policy on contribution, holding, increase, and decrease of state capital invested in other enterprises; establishment, restructuring, dissolution of branches, representative offices, and other dependent accounting units; acceptance of enterprises voluntarily joining as subsidiaries or associated companies;

g) Policy on buying and selling assets and loan contracts with values equal to or greater than 50% of the registered capital of the enterprise or another ratio smaller than that stipulated in the Articles of Association of the enterprise; policy on foreign borrowing by the enterprise;

h) Financial reports, profit distribution, establishment and utilization of funds, annual dividend rate;

i) Recruitment system; remuneration, salary, and bonus system of the enterprise.

Article 22. Rights and responsibilities of subordinate units directly under the Ministry of National Defense

1. Submit to the Minister of National Defense for approval the contents specified in Clause

21, this Circular so that the Representative can perform their rights and obligations according to the law.

3. Based on the Regulations on Cadre Work in the Vietnam People's Army, decide within their authority or submit to the Minister of National Defense for decision on the dispatching, dismissal, evaluation, rewarding, and changing of the Representative of State Capital at the enterprise.

Article 23. Rights and responsibilities of the Economic Department of the Ministry of National Defense

1. Based on the provisions of the State and the Ministry of National Defense, supervise and inspect the implementation of strategies, plans, objectives, and tasks assigned to enterprises through the Representative of State Capital at the enterprise.

2. Review and submit to the Minister of National Defense for approval to allow the Representative to exercise rights and fulfill obligations at the enterprise regarding the following contents:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) Establishing, restructuring, dissolving branches, representative offices, and other dependent accounting units; accepting enterprises voluntarily joining as subsidiaries or associated companies;

c) Articles of Association and amendments and supplements to the Articles of Association of the enterprise;

d) Nominating for election, recommending dismissal, removal, rewarding, or disciplinary action against members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, and members of the Supervisory Board. Nominating for appointment, recommending dismissal, signing contracts, terminating contracts with General Managers, Enterprise Directors. Remuneration, salaries, bonuses, and other benefits of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Managers, and Enterprise Directors; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Managers, Deputy Directors of the enterprise;

đ) Annual business strategy and production plans and five-year investment development plans of the enterprise;

e) Recruitment system; remuneration, salary, bonus system of the enterprise.

3. Annually compile and report to the Ministry of National Defense on the implementation of plans, objectives, tasks, and business sectors of managed enterprises. Coordinate with subordinate units directly under the Ministry responsible for managing the enterprise to request the Representative to report for regular annual supervision and inspection.

Article 24. Rights and responsibilities of the Department of Finance under the Ministry of National Defense

1. Based on the regulations of the State and the Ministry of National Defense, carry out financial management, profit distribution, establishment and utilization of funds; management systems for the use, preservation, and development of capital; reporting and financial disclosure systems; supervision and inspection mechanisms.

2. Annually compile and report to the Ministry of National Defense on the effectiveness of the use, preservation, and development of state capital in enterprises. Coordinate with the Department of Economy under the Ministry of National Defense and the primary unit directly assigned to manage the enterprise to request the Representative to report for regular and continuous supervision and inspection of the management, use, preservation, and development of state capital invested in the enterprise.

3. Review and submit to the Minister of National Defense for approval for the Representative to implement rights and obligations at the enterprise regarding the following matters:

a) The increase or decrease in registered capital; timing and method of raising capital; type of shares and total number of each type of shares that may be offered; the purchase of more than 10% of the total number of shares sold of each type;

b) Policies on contributing capital, holding, increasing, or decreasing state investment capital in other enterprises;

c) Policies on purchasing, selling assets, and borrowing or lending contracts valued at or exceeding 50% of the registered capital of the enterprise or another ratio smaller than that stipulated in the Articles of Association of the enterprise; policies on foreign borrowing by the enterprise;

d) Financial reports, profit distribution, establishment and utilization of funds, annual dividend rate.

Article 25. Rights and responsibilities of the RepresentativeThis Resolution takes effect from the date it is adopted by the National Assembly.i representative

1. The Representative, authorized to exercise the rights and responsibilities of the state owner, must comply with the law; properly perform the tasks assigned by the Ministry of National Defense when deciding on the matters specified in Clause 2 of Article 20 of this Circular; promptly report to relevant functional agencies of the Ministry of National Defense about the enterprise's operating losses, inability to ensure payment capacity, failure to complete plans, goals, tasks, or other violations.

2. Quarterly or at any time upon request, the Representative must report to the Minister of National Defense (through the Department of Economy) on the business operation situation of the company or any urgent matters related to business operations and unit construction.

Chapter IV

ASSIGNMENT AND GRADATION OF RIGHTS AND RESPONSIBILITIES OF THE MINISTRY OF NATIONAL DEFENSE TOWARDS ENTERPRISES WITH LESS THAN 50% STATE CAPITAL CONTRIBUTIONROOFTOP SOLAR PHOTOVOLTAIC SYSTEMSE IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THEỘ QUOMINISTRY OF NATIONAL DEFENSE TOWARDS ENTERPRISES WITHOCAPITAL CONTRIBUTION FROM THEỘ MINISTRY OF NATIONAL DEFENSE NOT EXCEEDING 50% OF THE CHARTER CAPITALỀU LAWS

Article 26. Rights and responsibilities of the Ministry of National Defense

1. Decide on the contribution of capital, transfer of state investment capital in the enterprise; exercise shareholders' rights and obligations according to the law and the Articles of Association of the enterprise; bear responsibility for the debts and other property liabilities of the enterprise within the scope of the state capital contributed to the enterprise.

2. Appoint the Representative to exercise shareholders' rights and obligations; dismiss, reward, or discipline the Representative at the enterprise; decide on the salary, bonuses, allowances, and other benefits of the Representative; evaluate the Representative.

3. Require the Representative to implement the contents assigned as stipulated in Clause 4 of this Article, except where the Articles of Association of the enterprise provide otherwise; report regularly or urgently on the investment, financial status, effectiveness of state capital usage, and business results of the enterprise.

4. The Ministry of National Defense assigns the Representative to decide on the following matters of the enterprise:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Articles of Association, amendments, and supplements to the Articles of Association of the enterprise;

c) Matters related to increasing or decreasing the registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that can be offered for sale; purchasing more than 10% of the total number of sold shares of each type;

d) Nomination for election, recommendation for dismissal, removal, reward, or disciplinary action against members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, members of the Supervisory Board; nomination for appointment, dismissal, signing of contracts, termination of contracts with General Managers, Enterprise Directors; remuneration, salaries, bonuses, and other benefits of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Managers, Enterprise Directors; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Managers, Deputy Enterprise Directors;

đ) Strategic plans, production and business plans, and five-year investment and development plans of the enterprise;

e) Policies on establishing subsidiaries; establishing, restructuring, or dissolving branches, representative offices;

g) Policies on investment, purchasing, selling assets, and borrowing or lending contracts valued at or exceeding 50% of the total asset value recorded in the most recent financial report of the enterprise or another ratio smaller than that stipulated in the Articles of Association of the enterprise;

h) Annual financial reports, profit distribution, establishment and utilization of funds, annual dividend rate of the enterprise.

5. Require the Representative to report to implement regular supervision and inspection, and assess the effectiveness of state capital usage in the enterprise.

Article 27. Rights and responsibilities of the Minister of National Defense

1. Propose the Prime Minister to approve the overall project on holding, increasing, and reducing state capital investment in enterprises.

2. Appoint, relieve from duty, reward, and discipline the Representative; determine the salary, bonus, allowances, and other benefits for the Representative; evaluate the Representative.

3. Assign tasks to the Representative to decide on the contents stipulated in Clause 4, Article 26 of this Circular.

4. Require the Representative to report to implement regular supervision, inspection, and evaluation of the effectiveness of state capital use in enterprises.

Article 28. Rights and responsibilities ofthereof primary units under the Ministry of National Defense

1. Submit to the Minister of National Defense for approval the contents specified in Clause 2, Article 21 of this Circular so that the Representative can exercise their rights and obligations as prescribed by law.

2. Based on the Regulation on Cadre Work in the Vietnam People's Army, decide within their authority or submit to the Minister of National Defense for decision on changing the Representative of state capital in enterprises.

Article 29. Rights and responsibilities of the Economic Department/Ministry of National Defense||| National Defense

1. Review and submit to the Minister of National Defense for approval so that the Representative can provide opinions and participate in voting at enterprise meetings on the following matters:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Articles of Association, amendments, and supplements to the Articles of Association of the enterprise;

c) The nomination for election, recommendation for removal, commendation, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, members of the Supervisory Board. Nomination for appointment, recommendation for removal, signing contracts, terminating contracts with General Managers, Enterprise Directors. Remuneration, salaries, bonuses, and other benefits for members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Managers, Enterprise Directors; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Managers, Deputy Enterprise Directors;

d) The annual business strategy and production plan and five-year development investment plan of the enterprise;

đ) Recruitment policies; remuneration, salary, and bonus policies of the enterprise.

2. Annually compile and report to the Ministry of National Defense on the implementation of plans, goals, tasks, and business sectors of the enterprise. Coordinate with the primary unit under the Ministry assigned to manage the enterprise to require the Representative to report to implement regular supervision and annual inspections.

Article 30. Rights and responsibilities of the Finance Department/Ministry of National Defense

1. Based on the provisions of the State and the Ministry of National Defense, conduct evaluations of the effectiveness of investment activities in enterprises.

2. Require the Representative to report to implement regular supervision, inspection, and audits according to regulations on the management, use, preservation, and development of state capital invested in enterprises.

3. Review and submit to the Minister of National Defense for approval so that the Representative can provide opinions and participate in voting at enterprise meetings on the following matters:

a) Matters concerning the increase or decrease in registered capital; timing and method of raising capital; types of shares and total number of each type of shares available for sale; purchase of more than 10% of the total number of shares sold of each type;

b) Policies on capital contribution, holding, increasing, and decreasing state capital investment in other enterprises; establishment, restructuring, and dissolution of branches, representative offices, and other dependent accounting units; acceptance of enterprises voluntarily joining as subsidiaries or associated companies;

c) Policies on purchasing, selling assets, and borrowing, lending contracts valued at or exceeding 50% of the enterprise's registered capital or another ratio lower than that specified in the Articles of Association of the enterprise; policies on foreign borrowing by the enterprise;

d) Financial reports, profit distribution, reserve fund establishment and utilization, and annual dividend rates.

4. Review and submit for approval by the Minister the increase or decrease in registered capital; timing and method of raising capital; types of shares and total number of each type of shares available for sale; purchase of more than 10% of the total number of shares sold of each type for military enterprises after shareholding reform.

Article 31. Rights and Responsibilities of the Representative

1. The representative authorized to exercise the rights and responsibilities of the state owner shall comply with the law; perform the tasks assigned by the state owner when deciding on the contents stipulated in Clause 4, Article 26 of this Circular; promptly report to the state owner regarding the enterprise's loss-making operations, inability to ensure payment capacity, failure to complete plans, goals, and tasks assigned by the state owner, or other violations.

2. Quarterly or at any time upon request, the Representative must report to the Minister of National Defense (through the Department of Economy) on the business operation situation of the company or any urgent matters related to business operations and unit construction.

Chapter V

 ARTICLE IMPLEMENTATIONAIMPLEMENTATION REGULATIONS

Article 32. Effectiveness

This Circular takes effect from October 9, 2013.

All previous regulations contrary to this Circular are hereby abolished.

1. The Ministries of Planning and Investment, Finance, Labor - Invalids and Social Affairs, and Home Affairs shall be responsible for coordinating with relevant agencies to guide the implementation of this Decree.

1. Department of Economy/Ministry of National Defense

a) Maintain and coordinate with the competent agencies of the Ministry of National Defense to annually report to the Minister of National Defense on the implementation of the rights, responsibilities, and obligations of the state owner towards military enterprises;

b) Conduct supervision and inspection of companies and enterprises according to the content assigned for the execution of the rights and obligations of the Ministry of National Defense.

2. The Finance Department of the Ministry of National Defense shall conduct supervision and inspection of companies and enterprises according to the content assigned for the execution of the rights and obligations of the Ministry of National Defense.

3. The Inspectorate of the Ministry of National Defense shall take the lead and coordinate with the Economic Department and the Finance Department of the Ministry of National Defense to submit to the Minister the annual inspection plan for enterprises in compliance with laws and adherence to decisions of the Ministry of National Defense.

4. Competent agencies of the Ministry of National Defense, based on their assigned tasks, shall coordinate with the Economic Department and the Finance Department of the Ministry of National Defense to supervise and inspect military enterprises according to the content assigned for the execution of the rights and obligations of the Ministry of National Defense.

5. Heads of units directly under the Ministry of National Defense, members of the Board of Directors or Chairmen of limited liability companies wholly owned by the State, and representatives authorized to act on behalf of the State's investment in enterprises have the responsibility to implement this Circular./.