✦ Tóm lược thông minh
Circular No. 33/2010/TT-BTC stipulates the organization and operation of companies buying and selling debts and business surplus assets, applicable to such companies according to relevant legal documents. Notably, it specifies the powers, duties, management structure, operational mechanisms, as well as debt and surplus asset handling procedures.
Đối tượng áp dụng
Company Buying and Selling Debts and Business Surplus Assets
Các điểm cốt lõi
- Name: Debt Acquisition and Sale Corporation (DATC), headquartered in Hanoi
- Operating Capital: 20,000 billion VND from state budget funds
- The Board of Directors decides issues related to the company's objectives and tasks, including approving business strategies, purchasing and selling debts, and disposing of surplus assets
- The General Director is responsible for managing the company according to the delegation from the Board of Directors
- The company has the obligation to fulfill legal obligations and submit periodic reports on business operations
🌐 Tác động xã hội từ văn bản này
- Aids in resolving debts and surplus assets of state-owned enterprises, supporting corporate restructuring
- Facilitates the buying and selling of debts and surplus assets between parties
- May incur certain costs for businesses when conducting business activities
❓ Câu hỏi thường gặp
What is the name of the company?
Vietnamese Name: Company Buying and Selling Debts and Business Surplus Assets (DATC). International Trade Name: Debt and Asset Trading Corporation.
What is the operating capital of the company?
The registered capital is 20,000 billion VND, formed from state budget funds.
What decisions does the Board of Directors have the authority to make?
The Board of Directors decides issues related to the company's objectives and tasks, such as approving business strategies, purchasing and selling debts, and disposing of surplus assets.
What powers does the General Director have?
The General Director is responsible for managing the company according to the delegation from the Board of Directors, deciding investment plans, purchasing and selling debts and surplus assets.
What obligations does the company have?
The company must fulfill legal obligations and submit periodic reports on business operations, such as paying taxes, fulfilling obligations towards employees, and disclosing information.
Toàn văn
CIRCULAR
Issuing the Charter on the Organization and Operation of the Company for Purchasing and Selling Debts and Surplus Assets of Enterprises
Based on the State Enterprise Law 2003;
Based on Decree No. 69/2002/NĐ-CP dated July 12, 2002 of the Government on management and settlement of overdue debts of state-owned enterprises;
Based on Decree No. 132/2005/NĐ-CP dated October 20, 2005 and Decree No. 86/2006/NĐ-CP dated August 21, 2006 of the Government amending and supplementing certain articles of Decree No. 132/2005/NĐ-CP dated October 20, 2005 of the Government on exercising rights and obligations of state owners towards state companies;
Based on Decree No. 109/2007/NĐ-CP dated June 26, 2007 of the Government on converting 100% state-owned enterprises into joint-stock companies;
Pursuant to the Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;
Based on Decree No. 09/2009/NĐ-CP dated February 5, 2009 of the Government promulgating Financial Management Regulations of State Companies and Management of State Capital Invested in Other Enterprises;
Based on Decision No. 109/2003/QĐ-TTg dated June 5, 2003 of the Prime Minister on the establishment of the Company for Purchasing and Selling Debts and Surplus Assets of Enterprises;
Based on Decision No. 55/2004/QĐ-TTg dated April 6, 2004 of the Prime Minister approving special state-owned enterprises;
Implementing the guidance of Deputy Prime Minister Nguyen Sinh Hung in Circular No. 346/VPCP-ĐMDN dated January 15, 2010 of the Government Office on operational mechanisms for the Company for Purchasing and Selling Debts and Surplus Assets of Enterprises, the Ministry of Finance issues the Charter on the Organization and Operation of the Company for Purchasing and Selling Debts and Surplus Assets of Enterprises as follows:
I - GENERAL PROVISIONS
Article 1. The Company for Purchasing and Selling Debts and Surplus Assets of Enterprises was established pursuant to Decision No. 109/2003/QĐ-TTg dated June 5, 2003 of the Prime Minister on the establishment of the Company for Purchasing and Selling Debts and Surplus Assets of Enterprises.
The Company for Purchasing and Selling Debts and Surplus Assets of Enterprises operates according to the provisions of the State Enterprise Law 2003, relevant legal documents, and the Charter on Organization and Operation stipulated in this Circular.
Article 2. Name and Headquarters
1. Name:
- Vietnamese name: Company for Purchasing and Selling Debts and Surplus Assets of Enterprises (hereinafter referred to as the Company for Purchasing and Selling Debts).
- International trade name: Debt and Asset Trading Corporation.
- Abbreviation: DATC
2. The Company for Purchasing and Selling Debts has its main office in Hanoi and branches, representative offices, and subsidiaries in some provinces and cities.
- Main office address: No. 51 Quang Trung Street, Hai Ba Trung District, Hanoi City.
- Telephone number: 04-39454738; Fax: 04-39454737
- Website address: www.datc.vn and www.datc.com.vn
Article 3. Legal Form and Legal Personality
1. The Company for Purchasing and Selling Debts is a legal entity under state ownership, organized and operated according to the model of a state company.
2. The Company for Purchasing and Selling Debts has its own seal; it can open accounts in Vietnamese dong and foreign currencies at the State Treasury and domestic and foreign commercial banks; it is an independent accounting unit, financially autonomous, implementing financial systems, statistical reporting systems, accounting, auditing, and financial obligations as prescribed by law.
Article 4. Working Capital of the Company for Purchasing and Selling Debts
1. The charter capital is 2,000 (two thousand) billion Vietnamese dong formed from state budget funds.
2. Additional capital from post-tax profits and other lawful sources.
3. Other lawful borrowed capital and raised capital to fulfill production and business tasks assigned by competent authorities.
Article 5. Organizational Structure, Management, and Operation System
The organizational structure, management, and operation system of the Company for Purchasing and Selling Debts includes the Board of Directors, Supervisory Board, General Director, functional departments assisting, branches, and representative offices. The Company for Purchasing and Selling Debts is managed by the Board of Directors and operated by the General Director.
Article 6. State Owner Representative
The Ministry of Finance is the state owner representative for the Company for Purchasing and Selling Debts as prescribed by law. The Ministry of Finance delegates to the Board of Directors of the Company to exercise certain rights and obligations of the state owner at the Company for Purchasing and Selling Debts as stipulated in this Circular.
Article 7. Definitions
1. "Debtor" are enterprises, organizations, and individuals with receivables.
2. "Debtor" are enterprises, organizations, and individuals with payables.
3. "Asset Owner" are enterprises, organizations, and individuals with ownership rights over assets.
4. "Overdue Debts" are receivables and payables that have exceeded the payment due date but remain unpaid.
5. "Surplus Assets" are assets belonging to asset owners that are in stock, stagnant, and not needed.
6. "Purchasing and Selling Debts and Surplus Assets" is the act of debtors selling their receivables and surplus asset owners selling their surplus assets to the Company for Purchasing and Selling Debts; the Company for Purchasing and Selling Debts becomes the new debtor of the debtors and the new owner of the assets.
7. "Debt Purchase Plan" is a plan developed by the Company for Purchasing and Selling Debts to purchase one or more payables of a debtor.
8." Debt Reduction" is a measure to reduce part of the debtor's liability in the approved debt purchase plan.
Article 8. Activities of Political and Social Organizations within the Company for Purchasing and Selling Debts
Political and social organizations within the Company for Purchasing and Selling Debts operate according to their respective Charters on Organization and Operation, in compliance with the Constitution and laws.
II - TASKS, RIGHTS, AND OBLIGATIONS OF THE COMPANY FOR PURCHASING AND SELLING DEBTS AND SURPLUS ASSETS OF ENTERPRISES
Article 9. Tasks of the Company:
1. Purchase debts and surplus assets of debtors and asset owners (including both assets and land use rights used as collateral for debts).
a) Objectives of purchasing debts and surplus assets: enterprises with surplus assets and debtors who wish to sell receivables; prioritizing the use of at least 70% of total investment capital to purchase debts and surplus assets from state-owned enterprises with 100% state capital linked to restructuring and ownership conversion. Purchasing debts and surplus assets from entities other than 100% state-owned enterprises must ensure recoverability and effectiveness according to the plan approved by competent authorities.
b) Forms of purchasing debts and surplus assets:
- Directly negotiating with debtors and asset owners.
- Participate in bidding and auction to purchase debts and surplus assets.
- Implement purchases as directed by the Prime Minister.
c) Principles in the operation of purchasing debts and surplus assets:
- The purchase of debts and surplus assets shall only be carried out when there is a plan approved by the competent authority.
- In the plan for purchasing debts and surplus assets, effective measures for handling the purchased debts and assets must be clearly defined.
- Debts and surplus assets will not be considered for purchase in the following cases:
+ Debts and assets that do not have sufficient legal documents to prove the creditor's rights and ownership rights.
+ Handling plans for debts and assets that are not feasible or where the debtor does not have the ability to recover after restructuring.
- The person deciding to purchase debts from entities other than state-owned enterprises with 100% state capital and those directly related to the buying and selling of debts of these enterprises shall be responsible for all losses resulting from the inability to recover debts.
2. Acceptance for handling debts and assets that have been excluded from the enterprise value when implementing the reorganization and transfer of state-owned enterprise ownership.
The acceptance of debts and assets that have been excluded from the enterprise value when implementing the reorganization and transfer of state-owned enterprise ownership according to the decision of the competent authority must ensure the presence of complete legal documents, physical assets, and be conducted through a handover record as prescribed. In cases where there are insufficient documents or no remaining assets, the Debt Purchase and Sale Company shall notify the competent authority deciding on the transfer of enterprise ownership of the reasons for non-acceptance and propose solutions in accordance with regulations, while reporting to the Ministry of Finance.
3. Handle purchased debts and accepted assets through the following methods:
a) Organize direct debt collection or through other organizations providing legal debt collection services in Vietnam. During the debt collection process, the Debt Purchase and Sale Company is permitted:
- To restructure payment terms by means such as writing off debts, deferring payments to align with the debtor's repayment capacity. If the enterprise commits to repaying the debt within 12 months from the date of debt purchase, the company's board of directors may consider waiving interest on loans according to the principal repayment schedule but must ensure that it does not exceed the difference between the value of the purchased debt and the purchase price.
- Adjusting the interest rate of the debt to align with the debtor's repayment capacity, specifically:
+ For debts where the debtor is a state-owned enterprise with 100% state capital linked to the implementation of reorganization and ownership transfer, the adjusted interest rate must not be lower than the announced state interest rate for investment credit during each period.
+ For debts of other entities, the adjusted interest rate must not be lower than the announced state interest rate for investment credit during each period plus (+) 1% per year.
- Reorganizing the enterprise together with transferring debts and assets into equity contributions of the Debt Purchase and Sale Company. In this case, the Debt Purchase and Sale Company is allowed to reduce the debtor's debt obligations according to the principle:
+ The reduction of debt obligations must be tied to the plan for converting debts into equity contributions approved by the competent authority. The maximum amount of debt write-off cannot exceed the negative net worth on the most recent financial report of the debtor and cannot exceed the difference between the book value of the purchased debt and the purchase cost.
+ Reducing the debtor's debt obligations does not change the responsibility of organizations or individuals who caused previous financial losses.
+ There must be evidence proving that the debtor lacks the ability to repay part or all of the debt at the time of enterprise restructuring.
+ Debts and assets converted into equity contributions must be valued by an appraisal organization established and operating in accordance with the law.
+ The conversion of debts and assets into equity contributions must be agreed upon by the owner of the debtor enterprise in accordance with the law.
b) Selling purchased and accepted debts and assets through direct negotiation, competitive bidding, or public auction as prescribed by law. The Debt Purchase and Sale Company can apply direct negotiation after conducting a public auction or competitive bidding without success.
c) Preserving, repairing, upgrading acquired and accepted assets for sale, leasing, investment, organizing production and business, joint exploitation of assets.
4. Consulting and brokering debt and surplus asset management
- Providing consulting and brokerage services for enterprises to collect debts and manage surplus assets.
- Advising on the establishment of mechanisms and policies related to debt management and restructuring to improve financial health and reorganization and transfer of enterprise ownership as required by the enterprise or assigned by the State.
Article 10. Rights of the Debt Purchase and Sale Company regarding organizational management structure
1. Organizing a management and business structure suitable for the goals and tasks assigned by the State.
2. Establishing branches and representative offices of the Company in accordance with business requirements and legal provisions.
3. Hiring, arranging, using, training, rewarding, and disciplining employees, selecting remuneration forms, determining salary levels based on business performance, and other employer rights under the Labor Code and other legal provisions.
4. Inviting domestic and foreign business partners to participate in Company activities; sending Company representatives abroad for work, study, and investigation in accordance with the law.
Article 11. Rights of the Debt Purchase and Sale Company regarding business operations:
1. Actively engage in business areas consistent with registered business activities and State tasks; expand business scale according to capabilities and tasks in each period in line with the approved business development strategy by the owner's representative in compliance with the law.
2. Utilize the Company's legitimate capital and funds for business purposes in accordance with the principles of preservation and effectiveness.
3. Apply various methods of raising capital for business expansion in accordance with the law.
4. Is authorized to issue corporate bonds to purchase a specific large amount of debt secured by assets in accordance with the provisions of the law.
5. Has the right to guarantee for enterprises in which the Company has contributed capital in accordance with Clause 3, Article 3 of Circular No. 242/2009/TT-BTC dated December 30, 2009, issued by the Ministry of Finance, guiding the implementation of certain provisions of the Financial Management Regulations of State-owned Enterprises and the Management of State Capital Invested in Other Enterprises promulgated together with Decree No. 09/2009/NĐ-CP dated February 5, 2009 of the Government.
6. Is entitled to have the state budget support costs when performing tasks to handle debts and remaining assets at state-owned enterprises as designated by competent authorities; enjoy subsidy, price support, or other preferential regimes of the state when performing state-assigned tasks.
7. Is allowed to use profits to establish the Development Investment Fund and other funds after fulfilling all obligations to the state in accordance with current laws.
8. Is permitted to exploit information and data related to the performance of assigned tasks and is responsible for managing and using such data and information in accordance with the law.
9. The Company has the right to request state-owned enterprises that have been reorganized and transferred ownership, excluding those transferred debts and remaining assets when determining enterprise value, to provide relevant documents when transferring debts.
10. Shall perform the rights stipulated in the Law on State-Owned Enterprises and other regulatory legal documents.
Article 12. Obligations of the Debts Purchase and Sale Company
The Company shall be responsible for performing its obligations in accordance with the law and the following obligations:
1. Accepting and utilizing capital, resources, land, and other resources allocated by the state to achieve business objectives and state-assigned tasks effectively, preserving and developing them.
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.
4. Implementing statistical reporting, financial accounting, and periodic reporting systems as prescribed by the state; being responsible for the authenticity of reports.
5. Being subject to supervision by the state owner's representative; complying with regulations on inspection and audit by financial agencies and other state agencies with authority as prescribed by law.
6. Publicly disclosing annual financial statements and other information about the Company's activities as prescribed by the state.
Providing customers with full information related to the Company's activities in purchasing and selling debts and remaining assets.
III - MANAGEMENT AND OPERATION OF THE DEBTS PURCHASE AND SALE COMPANY AND REMAINING ASSETS OF ENTERPRISES
Section 1. BOARD OF DIRECTORS
Article 13. Functions of the Board of Directors
1. The Board of Directors is the direct representative of the state owner at the Debts Purchase and Sale Company, deciding issues related to the determination and implementation of the Company's objectives, tasks, and benefits, except for matters within the Prime Minister's or the Minister of Finance's decision-making authority.
2. The Board of Directors is responsible before the state owner's representative and the law for all activities and development of the Debts Purchase and Sale Company.
Article 14. Duties and Powers of the Board of Directors
1. Receiving, managing, and effectively utilizing capital, land, resources, and other resources allocated by the state to the Debts Purchase and Sale Company.
2. Developing and submitting to the state owner's representative for approval the long-term and medium-term strategic plans and plans for the Debts Purchase and Sale Company; based on this, deciding the annual operational plan of the Company.
3. Submitting to the Minister of Finance for issuance and approval of amendments and supplements to the Company Charter and Financial Management Regulations of the Debts Purchase and Sale Company.
4. Supervising all activities within the company; management and utilization of state resources; implementation of resolutions, decisions of the Board of Directors, legal provisions; fulfillment of obligations to the state; supervising the General Director of the Company in performing functions and tasks as prescribed by law.
5. Approving organizational management schemes (including establishment, division, merger, dissolution of branches and representative offices), business organization, management structure, labor plans of the Company and its branches and representative offices, and adjusting them as necessary based on the General Director's proposal.
6. Approving the General Director's proposals regarding the appointment, dismissal, removal, commendation, and disciplinary actions against Branch Managers and Representative Office Heads. Deciding on the appointment, dismissal, commendation, and disciplinary actions against Deputy General Directors and Chief Accountants of the Company based on the General Director's proposal.
7. Issuing and supervising the implementation of democratic regulations, management regulations, recruitment, employment, termination, salary payment, and other business regulations of the Company in compliance with legal provisions based on the General Director's proposal.
8. Deciding investment plans, plans for buying, selling, leasing, liquidating assets, economic contracts, and capital mobilization according to the Financial Management Regulations of State-owned Enterprises and the Management of State Capital Invested in Other Enterprises promulgated together with Decree No. 09/2009/NĐ-CP dated February 5, 2009 of the Government.
Specifically, for debt purchasing activities, depending on the value and debtor type, the Company's Board of Directors is authorized to decide on debt purchase plans as follows:
a) In cases where the debt purchase price is 3 billion VND or more:
- For debtors who are 100% state-owned enterprises, the Company's Board of Directors can decide on debt purchase plans with a maximum purchase price not exceeding 50% of the book value of the purchased debt (including principal and interest).
- For other debtors, the Company's Board of Directors can decide on debt purchase plans with a maximum purchase price not exceeding 30% of the book value of the purchased debt (including principal and interest).
b) In cases where the debt purchase price is less than 3 billion VND:
- For debtors who are 100% state-owned enterprises, the Company's Board of Directors can decide on debt purchase plans with a maximum purchase price not exceeding 70% of the book value of the purchased debt (including principal and interest).
- For the remaining debtor objects, the Board of Directors of the Company shall decide on debt purchase plans with a maximum purchase price not exceeding 50% of the book value of the purchased debt (including both principal and interest).
c) Review and submit to the competent authority for approval investment projects and debt purchase plans exceeding the authority of the Board of Directors.
9. Issue the Charter on the organization and operation of Branches and Representative Offices upon the proposal of the General Director.
10. Approve economic norms, labor norms, and cost standards applicable at the Company as proposed by the General Director.
11. Examine quarterly, semi-annual, and annual activity reports of the Company; approve the annual financial report of the Company as presented by the General Director; approve the profit utilization plan after tax of the Company.
12. Submit to the Minister of Finance for the appointment, dismissal, commendation, and disciplinary action against members of the Board of Directors and the General Director.
13. Approve the report of the Audit Committee.
14. Exercise the rights and obligations of the owner regarding the capital invested by the Company in other enterprises; appoint, dismiss, replace, commend, and discipline the company's representative capital at other enterprises according to the proposal of the General Director.
15. Decide on restructuring repayment terms, adjusting interest rates on debts, and reducing liability for debt repayment for debtors within the authorized scope as stipulated in Article 9 of this Circular.
16. The Board of Directors may use the organizational structure and seal of the Company for buying and selling debts and surplus assets of enterprises to perform its duties.
17. Implement decentralization to the General Director to decide on related issues within their authority within thirty days from the date this Circular takes effect to organize the completion of assigned tasks.
18. Perform other tasks and powers as prescribed by law.
Article 15. Composition, term, and criteria for Board of Directors members
1. The Board of Directors consists of no more than five members appointed and dismissed by the Minister of Finance.
2. The Board of Directors includes: a number of full-time members, including the Chairman of the Board of Directors, one member兼任总经理，一名兼任审计委员会主任的成员；可以有一到两名非专职成员。
3. The term of office for Board of Directors members does not exceed five years. Board of Directors members may be reappointed.
Board of Directors members shall be relieved of duty or replaced under the following circumstances:
a) Being convicted by a court judgment or decision that has become legally binding;
b) Lacking the ability and qualifications to undertake the assigned work, losing civil capacity or being restricted in civil capacity;
c) Being dishonest in performing duties and powers, or using positions and powers for personal gain or others' benefit; providing false financial situation reports of the company;
d) Causing the company to incur losses for two consecutive years or failing to meet the return on state-owned capital investment targets for two consecutive years, or being in a state of alternating profits and losses but unable to rectify it, except for losses or reduced returns on state-owned capital investment approved by the competent authority; losses or reduced returns on state-owned capital investment due to objective reasons explained and accepted by the competent authority; new investments for expanding production and technological innovation;
đ) Resigning voluntarily;
e) When there is a decision to transfer or arrange other work.
4. The Chairman of the Board of Directors is responsible for organizing the implementation of the tasks and powers of the Board of Directors as stipulated in Article 14 of this Circular.
5. The criteria for Board of Directors members are applied according to the provisions of the State Enterprise Law 2003.
Article 16. Working system of the Board of Directors
1. The Board of Directors operates under a collective system, holding regular quarterly meetings to consider and decide on matters within its authority. The Board of Directors may hold extraordinary meetings to address urgent issues of the Company. Extraordinary meetings can be convened by the Chairman of the Board of Directors, the General Director, or more than 50% of the total number of Board of Directors members proposing; the Chairman of the Board of Directors or someone authorized by the Chairman convenes and chairs the meeting.
2. Board of Directors meetings are considered valid when at least two-thirds of the total number of members are present. Resolutions and decisions of the Board of Directors take effect when more than half of the total number of Board of Directors members present vote in favor, in case of equal votes, the side with the Chairman's vote prevails. Board of Directors members have the right to reserve their opinions; when discussing matters related to important local issues, the Board of Directors must invite representatives of relevant local authorities to attend; if related to the rights and obligations of employees in the company, representatives of the company's trade union must be invited to attend. Representatives of invited agencies and organizations have the right to express opinions but do not participate in voting.
3. The conclusions of Board of Directors meetings must be recorded in minutes and signed by all attending Board of Directors members. Resolutions and decisions of the Board of Directors are binding on the Company.
4. Operating costs of the Board of Directors, including salaries and allowances, are included in the management expenses of the Company.
Article 17. Rights and responsibilities of Board of Directors members
1. Full-time members of the Board of Directors enjoy salary and bonus systems corresponding to the results and efficiency of the company's annual production and business operations. Non-full-time members of the Board of Directors receive responsibility allowances and bonuses as prescribed by law.
2. Board members shall not establish private enterprises, limited liability companies, or joint-stock companies in their personal capacity; they shall not hold management positions in private enterprises, limited liability companies, or joint-stock companies, except when appointed to represent or directly manage capital invested in other enterprises; they shall not enter into economic contracts with private enterprises, limited liability companies, or joint-stock companies where their spouse, parent, child, brother, sister, or half-sibling is the owner or holds a management position.
3. The spouse, parent, child, brother, sister, or half-sibling of the Chairman of the Board of Directors, Board members, or General Director shall not hold the position of Chief Accountant or Cashier at the Company and its Branches.
4. Board members must collectively bear responsibility before the appointing authority and the law for the decisions of the Board of Directors, the results, and the effectiveness of the Company's operations; in case of failure to complete assigned tasks, violation of the Company Charter, decision-making beyond authority, abuse of power causing damage to the Company and the State, they must bear responsibility and compensate for material losses caused by themselves according to the provisions of the law.
5. The Chairman of the Board of Directors shall exercise rights and duties as stipulated in Article 33 of the Law on State-Owned Enterprises 2003.
Section 2. AUDIT BOARD
Article 18. Rights and Duties of the Audit Board
1. The Board of Directors establishes the Audit Board to perform certain tasks and powers of the Board of Directors as prescribed in Article 14 of this Circular.
2. The Audit Board has the following responsibilities, powers, and liabilities:
a) Assist the Board of Directors in checking and supervising the legality, accuracy, and honesty in management and operation, in accounting records, financial reports, and compliance with the Company Charter, resolutions, and decisions of the Board of Directors, and decisions of the Chairman of the Board of Directors.
b) Report to the Board of Directors quarterly, annually, and ad hoc on the results of its checks and supervision; promptly identify and report to the Board of Directors on any abnormal activities that indicate violations of the law within the Company.
c) Shall not disclose the results of checks and supervision without permission from the Board of Directors; shall be responsible to the Board of Directors and the law for the results of its checks and supervision.
Article 19. Composition, Term, and Qualifications of Audit Board Members
1. The Audit Board shall have a maximum of five members, including the Head who is a member of the Board of Directors; other members are appointed, relieved, rewarded, or disciplined by the Board of Directors.
A representative meeting the qualifications and conditions specified in Clause 2 of this Article shall be nominated by the Trade Union organization in the company to join the Audit Board.
2. Qualifications of Audit Board members:
a) Must be a Vietnamese citizen residing in Vietnam.
b) Hold a bachelor's degree or higher in economics, finance-accounting; have at least five years of work experience in the field or specialty of study.
c) Have no criminal record related to economic activities.
d) Be in good health to perform the duties.
e) Audit Board members must not be the spouse, parent, child, brother, sister, or half-sibling of Board members, Deputy General Director, Chief Accountant of the Company, and shall not hold management positions in the Company or in affiliated enterprises and enterprises with the Company's investment.
3. The term of Audit Board members shall not exceed five years. Audit Board members may be reappointed or replaced if necessary.
4. The salary and bonuses of Audit Board members shall be determined by the Board of Directors in accordance with state regulations.
Section 3. DIRECTOR AND ASSISTANT ORGANIZATION
Article 20. General Director
The Director is the legal representative of the Company, the person with the highest management authority within the Company, and is responsible to the Board of Directors, the Minister of Finance, and the law for the exercise of assigned rights and duties.
The Director is appointed, dismissed, rewarded, and disciplined by the Minister of Finance based on the Board of Directors' proposal.
Article 21. Duties, powers, and responsibilities of the Director:
1. Utilize, preserve, and develop capital effectively according to the plan approved by the Board of Directors.
2. Decide on investment plans, debt purchase and sale plans, asset purchase and sale plans, economic contracts, capital raising, investment projects, capital contributions, asset purchase and sale, leasing, and liquidation plans of the Company within the scope of authority delegated by the Board of Directors.
Develop and report to the Board of Directors for decision (or have the Board of Directors submit to the competent authority for approval) business procedures, debt and asset disposal plans, restructuring repayment terms, loan contracts, investment projects, capital contributions, asset purchase and sale, leasing, and liquidation plans exceeding their authority. Organize the implementation of approved plans and be responsible to the Board of Directors and the competent authority for the results.
3. Develop and submit to the Board of Directors for decision within its authority or have the Board of Directors submit to the company's owner representative for approval the development strategy, long-term and annual plans, investment projects, organizational management schemes, labor training plans, and measures to implement signed contracts. Organize the implementation of strategies, plans, schemes, projects, and measures that have been approved.
4. Direct all activities of the Company; implement resolutions and decisions of the Board of Directors and state management agencies regarding the Company's business operations and comply with reporting systems as prescribed; implement financial transparency systems for the Company as prescribed by law; submit profit distribution and utilization plans after tax to the Board of Directors.
5. Propose the Board of Directors to decide on the appointment, dismissal, rewards, and disciplinary actions for Deputy Directors and Chief Accountants.
6. Submit organizational management schemes of the Company, including adjustment plans when changing the management structure of the Company and Branches, Representative Offices, to the Board of Directors for approval.
7. Appoint and dismiss Branch Directors and Representative Office Chiefs after approval by the Board of Directors; appoint and dismiss Deputy Branch Directors, Deputy Representative Office Chiefs, Heads, Deputy Heads of functional departments, and other equivalent positions.
8. Develop and submit to the Board of Directors for approval economic norms, labor norms, cost norms, democratic regulations, labor regulations, wage regulations, and salary payment schemes based on business performance and assigned task completion results, reward and disciplinary regulations applicable within the Company.
9. Be responsible for the Company's business results; be responsible to the Minister of Finance, the Board of Directors, and the law for the execution of assigned tasks.
10. Direct the assistant organization to provide complete documents as required by the Board of Directors and the Supervisory Board; prepare documents for Board of Directors meetings.
11. Be subject to inspection and supervision by the Board of Directors, the Supervisory Board, and state management agencies with authority over the implementation of laws and specific provisions in this Circular.
12. May apply emergency measures beyond authority in cases of natural disasters, enemy threats, fires, or accidents, and be responsible for such decisions; simultaneously report immediately to the Board of Directors and relevant state agencies for further action.
Article 22. Assistant Organization
The Director has several Deputy Directors, a Chief Accountant, and various departments, Branches, and Representative Offices.
1. Deputy Directors assist the Director in managing the Company according to the Director's assignment and delegation, and are responsible to the Director for assigned tasks and delegated authority.
2. The Chief Accountant assists the Director in directing and organizing the Company's financial accounting and statistics work, performing duties and exercising powers as prescribed by law and the Company Charter.
3. The system of departments, Branches, and Representative Offices functions to advise and assist the Board of Directors and the Director in managing and operating the Company's affairs. The Company's Board of Directors defines the functions, duties, and organizational structure of the assistant organization based on the Director's proposal.
IV - COLLECTIVE LABORERS IN THE COMPANY
Article 23. Workers' Congress of the Company
The Workers' Congress of the Company is a form through which workers directly participate in managing the Company. Workers in the Company exercise the following rights through the Workers' Congress or the Trade Union of the Company:
1. Participate in discussing the drafting of collective labor agreements as a basis for the labor representative to negotiate and sign with the Director.
2. Discuss and approve regulations on the use of funds directly related to the interests of workers in the Company.
3. Discuss and provide opinions on planning, evaluating the effectiveness of business management, proposing labor protection measures, improving working conditions, material and spiritual life, environmental hygiene, training, and retraining of workers in the Company.
4. The Workers' Congress is organized and operates according to the guidelines of the Vietnam General Confederation of Labor.
V - FINANCIAL AND ACCOUNTING SYSTEM OF THE COMPANY
Article 24. Financial and accounting mechanism of the Company for purchasing and selling debts and surplus assets of enterprises
1. The Company implements accounting, financial reporting, financial statements, and statistical reports for purchasing and selling debts and surplus assets of enterprises according to the Financial Regulations of the Company issued by the Minister of Finance and relevant financial laws.
The business activities of purchasing and selling debts and surplus assets of the Company shall be carried out under market mechanisms, ensuring effective business operations, preserving and developing state capital at the enterprise.
In cases where the Company fulfills the task of handling debts and surplus assets at state-owned enterprises pursuant to the designation of the competent authority, the State budget shall support costs according to the guidance of the Ministry of Finance.
2. The fiscal year of the Company begins on January 1 and ends on December 31 each calendar year.
3. The Board of Directors approves the annual financial settlement report to report to the Ministry of Finance and relevant agencies as prescribed by the State regulations.
4. The wage system for the Board of Directors, General Director, Deputy General Director, Chief Accountant, Supervisory Board, and employees of the Company purchasing and selling debts and surplus assets of enterprises shall be implemented in accordance with the provisions of the law and the guidance of the Ministry of Labor, Invalids, and Social Affairs.
VI - REORGANIZATION, DISSOLUTION, BANKRUPTCY
Article 25. Reorganization and conversion of ownership form of the Company purchasing and selling debts and surplus assets of enterprises
The reorganization and conversion of ownership form of the Company purchasing and selling debts and surplus assets of enterprises shall be decided by the Prime Minister upon the proposal of the Minister of Finance.
Article 26. Bankruptcy
In case the Company loses its ability to pay maturing debts, it shall be handled in accordance with the provisions of the Enterprise Bankruptcy Law.
VIII - EFFECTIVE PROVISIONS
Article 27. This Circular takes effect 45 days from the date of signature and replaces Decision No. 199/2003/QD-BTC dated December 5, 2003, and Decision No. 50/2007/QD-BTC dated June 21, 2007, amending and supplementing Decision No. 199/2003/QD-BTC dated December 5, 2003, issued by the Minister of Finance regarding the provisional charter on the organization and operation of the Company purchasing and selling debts and surplus assets of enterprises.
Debt purchase and resolution plans tied to restructuring debtor enterprises that do not contravene the provisions of Clause 3, Article 9 of this Circular shall apply the principles stipulated in this Circular for implementation.
Debt purchase and resolution plans tied to restructuring debtor enterprises that are inconsistent with the provisions of Clause 3, Article 9 of this Circular, the Board of Directors of the Company shall be responsible for reviewing and reconciling with the general legal provisions applicable to enterprises to propose solutions and report to the Ministry of Finance for consideration and decision within its authority.
During the implementation process, if there are difficulties or obstacles, the Company purchasing and selling debts and surplus assets of enterprises shall reflect them to the Ministry of Finance for consideration and resolution./.
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