Circular No. 42/2021/TT-BTC Issuing the Charter on the Organization and Operation of the Vietnam Asset Management Joint Stock Company with One Member

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MINISTRY OF FINANCE

CIRCULAR

Issuing Charter on organization and operation of

Vietnam Asset Management Joint Stock Company Limited

On the basis of Enterprise Law dated 17 the 06 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;20;

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

Decree No. 87/2017/NĐ-CP dated 26 the 7 Article 2. The receipt, handling of reflections and petitions from individuals and organizations concerning administrative regulations shall be carried out in accordance with Decree No. 20/2008/NĐ-CP dated February 14, 2008 of the Government on the receipt, handling of reflections and petitions from individuals and organizations concerning administrative regulations (amended and supplemented by Decree No. 48/2013/NĐ-CP dated May 14, 2013 on amending and supplementing certain articles of decrees related to administrative procedure control and Decree No. 92/2017/NĐ-CP dated August 7, 2017 on amending and supplementing certain articles of decrees related to administrative procedure control).7 of the Government stipulating functions, tasks, powers and structure organization of the Minister of Finance;

On the basis of Government Decree No. 10/2019/NĐ-CP dated 30 the 01 Article 2. The receipt, handling of reflections and petitions from individuals and organizations concerning administrative regulations shall be carried out in accordance with Decree No. 20/2008/NĐ-CP dated February 14, 2008 of the Government on the receipt, handling of reflections and petitions from individuals and organizations concerning administrative regulations (amended and supplemented by Decree No. 48/2013/NĐ-CP dated May 14, 2013 on amending and supplementing certain articles of decrees related to administrative procedure control and Decree No. 92/2017/NĐ-CP dated August 7, 2017 on amending and supplementing certain articles of decrees related to administrative procedure control).9 of the Government on exercising rights and responsibilities of state-owned entity representatives;

On the basis of Government Decree No. 159/2020/NĐ-CP dated 31 December 2020 of the Government on managing individuals holding positions and state-owned entities' representatives in enterprises;

Decree No. 129/2020/NĐ-CP October 27, 2020 of the Government on functions, tasks, and operational mechanisms of Vietnam Debtor and Asset Trading Corporation;

at the proposal of the Department of Corporate Finance,ưởunder the Department of Corporate Finance, the Board of Members of Vietnam Debtor and Asset Trading Corporation;

The Minister of Finance issues the Charter on organization and operation of Vietnam Debtor and Asset Trading Corporation:

Article 1. This Circular promulgates the Charter on organization and operation of Vietnam Debtor and Asset Trading Corporation.

Article 2. This Circular takes effect from July 20, 2021 and replaces Circular No. 135/2015/TT-BTC dated August 31, 2015 of the Ministry of Finance issuing the Charter on organization and operation of Vietnam Debtor and Asset Trading Corporation.

Article 3. The Director of the Department of Corporate Finance, Heads of related units, the Board of Members, General Director of Vietnam Debtor and Asset Trading Corporation Limited Liability Company shall be responsible for implementing this Circular./.

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CHARTER

Organization and operation of Vietnam Debtor and Asset Trading Corporation Limited Liability Company

(Issued together with Circular No. 42/2021/TT-BTC dated June 4, 2021

This Charter stipulates the organization and operation of Vietnam Debtor and Asset Trading Corporation Limited Liability Company held 100% by the State.

of the Minister of Finance)

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

2. Organizations and individuals related to the organization and operation of DATC.

Article 2. Applicability

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

Article 3. Name of the Company, Head Office

1. Name of the Company:

a) Vietnamese name:

- Full name: Vietnam Debtor and Asset Trading Corporation Limited Liability Company;

- Abbreviated name: Vietnam Debtor and Asset Trading Corporation;

b) English name: Vietnam Debt and Asset Trading Corporation;

c) Abbreviation: DATC.

2. Type of enterprise: Limited Liability Company with one member.

3. Head office of the Company:

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

b) Main office: No. 51 Quang Trung Street, Nguyen Du Ward, Hai Ba Trung District, Hanoi City;

c) Website: www.datc.vn; www.muabanno.vn;

d) Email: [email protected];

đ) Telephone number: 024-394.54.738; Fax: 024-394.54.737.

Article 4. Legal form and legal personality

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

2. DATC has legal personality, its own seal, and is entitled to open domestic and foreign currency accounts at the State Treasury, domestic and foreign credit institutions according to relevant laws.

3. DATC has its own capital and assets, and is liable for the company's debts and obligations within the scope of its registered capital.

3. DATC has its own capital and assets and is liable for the company's debts and obligations within the scope of its registered capital.

Article 5. Functions, Tasks, and Business Fields

1. DATC operates according to the functions and tasks prescribed in Article 5 of Decree No. 129/2020/NĐ-CP dated October 27, 2020 of the Government on the functions, tasks, and operational mechanisms of the Vietnam Asset Management Joint Stock Company Limited (hereinafter referred to as Decree No. 129/2020/NĐ-CP).

2. DATC operates in the business fields specified in Article 6 of Decree No. 129/2020/NĐ-CP, including:

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

- Receiving debts and assets, including excluded debts and assets not counted in the enterprise value when implementing ownership conversion of enterprises wholly owned by the State with 100% state capital and wholly-owned limited liability companies under enterprises wholly owned by the State with 100% state capital, public service units as stipulated by the Government; receivables and assets designated by the Government and Prime Minister for continued investment, exploitation, or disposal and recovery of funds for the State in accordance with Decree No. 129/2020/NĐ-CP.

- Purchasing debts and assets (including land use rights, assets attached to land, future assets attached to land serving as collateral for debt) from organizations and individuals.

- Processing purchased and received debts and assets (including management, investment for exploitation, sale, lease of purchased and received assets and collateral for debt, including assets received through debt assignment).

- Restructuring enterprises through purchasing and processing debts.

b) Supporting business fields:

- Managing, investing, exploiting, and disposing of real estate projects in cases where they are collateral for debt, assigned debt, purchased, or received assets as designated by the Government and Prime Minister in accordance with the law.

- Consulting on debt and asset resolution, purchase, sale, merger, and enterprise restructuring.

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

Article 6. Registered Capital

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

2. Adjustments to the registered capital of DATC shall be carried out in accordance with the provisions of the law applicable to enterprises wholly owned by the State with 100% state capital and the provisions of this Charter.

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

Article 7. State Owner Representative for DATC

1. The Ministry of Finance performs the rights, obligations of the State owner towards DATC as prescribed in Article 33 of Decree No. 129/2020/NĐ-CP and Article 13 of this Charter.

2. The Board of Directors of DATC is the direct representative of the State owner at DATC and performs the rights, obligations of the State owner towards enterprises with DATC's shareholding.

Article 8. Legal Representative

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

2. The legal representative of DATC performs the rights, obligations, and responsibilities as prescribed in Article 12 and Article 13 of the Enterprise Law and related legal provisions.

Article 9. Party organizations and political-social organizations within the Company

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

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

3. DATC creates favorable conditions regarding physical facilities, time, and other necessary conditions for members of Party organizations and political-social organizations within DATC to carry out full activities in accordance with legal provisions, the charters, and internal regulations of these organizations.

Chapter II
ACTIVITIES OF THE COMPANY

Article 10. Activities of receiving, purchasing, handling debts and assets

1. DATC implements activities of receiving, purchasing debts and assets in accordance with the provisions of Section 1 and Section 2, Chapter II of Decree No. 129/2020/NĐ-CP.

2. DATC handles debts and assets in accordance with the provisions of Section 3 and Section 4, Chapter II of Decree No. 129/2020/NĐ-CP.

Article 11. Activities of corporate restructuring

1. DATC carries out corporate restructuring activities in accordance with the provisions of Section 5, Chapter II of Decree No. 129/2020/NĐ-CP.

2. The Board of Members of DATC has the responsibility to issue Rules on risk control for business activities such as purchasing and selling debts; purchasing and selling assets; and financial service provision and loan guarantee for restructured enterprises in accordance with the provisions of Section 5, Chapter II of Decree No. 129/2020/NĐ-CP.

Article 12. Investment activities, debt advisory services, asset management, and related services

1. DATC implements investment principles and forms of capital transfer in accordance with the provisions of Section 6, Chapter II of Decree No. 129/2020/NĐ-CP.

2. DATC provides advice on debt and asset management; purchases and sales; mergers and acquisitions; corporate restructuring; valuation services; and debt management and collection services in accordance with Clause 2, Article 6 of Decree No. 129/2020/NĐ-CP and relevant legal provisions.

Chapter III
RIGHTS AND DUTIES OF REPRESENTATIVE AUTHORITIES
STATE OWNERSHIP REPRESENTATIVE AUTHORITIES AND RIGHTS AND OBLIGATIONS OF DATC

Article 13. Rights and duties of the Ministry of Finance towards DATC

The Ministry of Finance fulfills the rights and responsibilities of the representative authority of state ownership towards DATC in accordance with the Law on Management and Use of State Capital for Production and Business at Enterprises, Decree No. 129/2020/NĐ-CP, and relevant legal provisions. Among which:

1. Proposing the Government to promulgate, amend, and supplement the Decree on the functions, tasks, and operational mechanisms of DATC.

2. Submitting to the Prime Minister for approval the following matters:

a) Organizational restructuring, ownership transformation, and rearrangement of DATC;

b) Transfer of state capital at DATC between the Ministry of Finance and the agency assigned by the Government to perform the rights and responsibilities of the representative owner or the enterprise with the function of investing and operating state capital, in accordance with the law.

3. Deciding or approving the following matters:

a) Issuing the Charter, amending, and supplementing the Charter; Financial Regulations of the Company based on the proposal of the Board of Members of DATC; deciding to adjust the registered capital;

b) Deciding on evaluation, planning, appointment, reappointment, acceptance of resignation, dismissal, removal from office, transfer, rotation, commendation, disciplinary action, termination of employment, retirement for the Chairman of the Board of Members, members of the Board of Members, and Supervisors, in accordance with the law;

c) Deciding to allow the Board of Members to sign contracts for leasing, mortgaging, or pledging assets with a value exceeding the level authorized to the Board of Members under the Law on Management and Use of State Capital for Production and Business at Enterprises and this Charter;

d) Deciding on the policy of investing abroad based on the proposal of the Board of Members of DATC, except for cases within the jurisdiction of the National Assembly or the Prime Minister under the law on management and use of state capital for production and business at enterprises, the law on investment, the law on foreign exchange management, and related laws;

đ) Deciding on the policy of contributing capital, increasing or decreasing capital contribution, transferring investment capital of DATC invested in joint-stock companies or limited liability companies with two or more shareholders; the policy of accepting joint-stock companies or limited liability companies with two or more shareholders to become subsidiaries or associated companies of DATC;

e) Approving the wage fund, remuneration fund, and bonus fund for the previous year and the planned wage fund and remuneration fund for company managers. Providing comments on the labor plan; receiving, supervising, and inspecting reports from the Board of Members and Supervisors on labor standards, labor plans, planned wage funds, actual wage funds of the previous year, and providing comments on objective factors affecting labor productivity and profits (if any) according to the Government's regulations on labor management, wages, and bonuses for employees working in wholly state-owned limited liability companies;

g) Directing the Board of Members and General Director of the Company to follow the procedures for declaring bankruptcy in accordance with the law when DATC faces bankruptcy;

h) Approving the Board of Members' decision on Strategy, annual production and business plans, and five-year investment development plans of DATC;

i) Providing comments before the Board of Members decides on planning, appointment, reappointment, transfer, rotation, acceptance of resignation, dismissal, commendation, disciplinary action, and retirement for the General Director;

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Approving the proposal of the Board of Members regarding the appointment of Deputy General Director;

k) Reviewing and approving, based on the proposal of the Board of Members, the capital mobilization plans, construction investment projects, fixed asset purchase and sale projects, investment projects outside the company, and overseas investment projects of DATC within the authority stipulated in Articles 23, 24, 28, and 29 of the Law on Management and Use of State Capital for Production and Business at Enterprises and related laws;

l) Approve plans for the liquidation and sale of fixed assets with values exceeding the classification level assigned to the Board of Members in accordance with the Law on Management and Use of State Capital for Production and Business Investment at Enterprises and the provisions of this Charter;

m) Approve financial statements, profit distribution, and annual fund allocations of DATC after receiving the audit opinion of the Supervisory Board or Supervisor;

n) Approve policies for the Board of Members of DATC to decide on establishing, restructuring, dissolving branches, representative offices, and dependent units of DATC in accordance with the law;

4. Implement state capital investment in DATC after obtaining approval from the competent authority; decide on the transfer of DATC's investment capital in joint-stock companies or limited liability companies with two or more members when the transfer value is lower than the book value after deducting loss provisions;

5. Monitor and inspect the management, use, preservation, and development of capital, implementation of investment strategies and plans, labor recruitment, wage and bonus systems of the enterprise; provide opinions on supervision, inspection, and auditing activities conducted by other authorized agencies and organizations regarding state capital investment, management, and use in enterprises in accordance with the Law on Management and Use of State Capital for Production and Business Investment at Enterprises and guiding documents;

6. Evaluate the results and efficiency of production and business operations of DATC, assess the completion level of management and operation tasks by DATC managers and Supervisors in accordance with the law on management and use of state capital invested in production and business at enterprises and government guidelines for enterprises wholly owned by the State;

7. The rights of DATC are implemented in accordance with the Enterprise Law, the Law on Management and Use of State Capital for Production and Business Investment at Enterprises, Decree No. 129/2020/ND-CP, and related legal regulations and the following rights:

Article 14. Rights of DATC

DATC exercises the rights of an enterprise as prescribed by the Enterprise Law, the Law on Management and Use of State Capital for Production and Business Investment at Enterprises, Decree No. 129/2020/ND-CP, and related legal regulations, and the following rights:

1. Rights concerning organizational structure:

a) Organize management and business structures suitable for the objectives and tasks assigned by the State;

b) Establish Branches, Centers, Representative Offices, independent accounting units, and dependent units of the Company in accordance with business requirements and legal provisions after obtaining the approval of the Ministry of Finance;

c) Establish specialized departments suitable for the Company's business requirements;

d) Hire, arrange, utilize, train, reward, and discipline employees, select remuneration forms, determine salary levels based on performance, and exercise other employer rights as stipulated by the Labor Code and other legal provisions;

đ) Dispatch company staff abroad for work, study, and surveys in accordance with legal provisions;

2. Rights concerning business organization:

a) Engage in business areas consistent with registered business fields and State-assigned tasks; expand business scale according to capabilities and tasks during each period in line with the approved business development strategy by the owner in compliance with legal provisions;

b) Utilize legitimate capital and funds of the Company for business operations in an effective manner, preserving and developing capital; use the Company's capital to purchase debts and assets for business purposes;

c) Apply methods of capital raising to expand business in accordance with legal provisions;

d) DATC carries out debt purchases and sales; asset purchases and sales as directed by the Government or Prime Minister according to approved plans by the competent authority and must organize separate tracking to clearly identify outcomes;

đ) Use profits to establish Development Investment Funds and other funds as prescribed by law and the Company's Financial Regulations after fulfilling obligations to the State;

e) Exploit relevant information and data to fulfill assigned tasks and be responsible for managing and using such data and information in accordance with legal provisions;

g) Require enterprises that have been restructured and transferred ownership to provide relevant documents when transferring debts and assets when determining enterprise value;

h) Participate with organizations and enterprises in formulating and implementing restructuring plans to restore operations for debtor enterprises;

i) Utilize third-party services for reference and evaluation in debt and asset purchasing, receiving, processing, and other activities;

k) Study and propose to competent state authorities for the amendment or issuance of mechanisms and policies related to debt and asset purchasing, processing, and other related operational fields in compliance with legal provisions;

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

Article 15. Obligations of DATC

1. DATC shall perform its obligations as prescribed in Article 10 of Decree No. 129/2020/NĐ-CP.

2. DATC shall perform its obligations towards enterprises in which the State holds 100% of the charter capital, as prescribed in the Law on Enterprises; the Law on Management and Use of State Capital for Investment in Production and Business Operations at Enterprises, and other relevant laws.

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Chapter IV
ORGANIZATION AND MANAGEMENT OF THE COMPANY

Section 1
ORGANIZATIONAL MODEL AND MANAGEMENT OF THE COMPANY

Article 16. Organizational Model and Management of the Company

1. DATC shall be organized according to the model of Board of Members, General Director, and Supervisory Board.

2. The management, supervisory, and operational structure of the Company includes: Board of Members, Supervisory Board, General Director, Deputy General Directors, and Chief Accountant.

3. The management, supervision, and operation of enterprises with capital contributions from DATC shall be carried out in accordance with Articles 36 and 37 of this Charter and relevant laws.

Article 17. Management of the Company's Seal

1. The Board of Members shall decide on the approval of the official seal of the Company. The seal shall be engraved in accordance with the provisions of the law.

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

Article 18. Resolution of Internal Disputes

1. The resolution of internal disputes within the Company shall first be conducted through negotiation and mediation.

2. In cases where the resolution of internal disputes through negotiation and mediation does not achieve results, any party may bring the dispute to competent authorities for resolution.

Section 2
BOARD OF MEMBERS

Article 19. Functions and Structure of the Board of Members

1. The Board of Members represents the State's ownership directly at DATC; acts on behalf of the Company to exercise the rights and fulfill the obligations of DATC in accordance with the powers and tasks assigned, this Charter, and relevant laws. The Board of Members is responsible before the State's representative owner and the law for all activities of the Company.

2. Members of the Board of Members include the Chairman and other members appointed by the Ministry of Finance for evaluation, planning, appointment, reappointment, transfer, rotation, acceptance of resignation, dismissal, removal, commendation, disciplinary action, and retirement.

3. The term of office of Board of Members' members shall not exceed five years and may be reappointed. The number of Board of Members' members of DATC shall not exceed five people. An individual may be appointed as a member of the Board of Members for no more than two terms at DATC, except in cases where they have worked continuously for over fifteen years at DATC prior to their initial appointment.

Article 20. Rights and Responsibilities of the Board of Members

1. Propose to the Ministry of Finance:

a) Submit to the Government for issuance, amendment, and supplementation of the Decree on the functions, tasks, and operating mechanism of DATC;

b) Submit to the Prime Minister for approval of the restructuring, ownership conversion, dissolution, and bankruptcy of DATC;

c) Submit to the Prime Minister for approval of the transfer of state capital at DATC between the Ministry of Finance and the agency designated by the Government to perform the rights and responsibilities of the State's representative owner or the enterprise with the function of investing and operating state capital;

d) Amend and supplement the Charter; adjust the registered capital; issue Financial Regulations;

đ) Evaluate, plan, appoint, reappoint, accept resignation, dismiss, remove, transfer, rotate, commend, discipline, terminate employment, and retire the Chairman and members of the Board of Members of DATC;

e) Decide on investment abroad, except for cases within the jurisdiction of the National Assembly or the Prime Minister as prescribed by the law on management and use of state capital for investment in production and business operations at enterprises, the law on investment, the law on foreign exchange management, and other relevant laws;

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g) Decide on the contribution of capital, increase or decrease in capital contribution, and transfer of investment capital of DATC invested in joint-stock companies and limited liability companies with two or more shareholders; the decision to accept joint-stock companies and limited liability companies with two or more shareholders as subsidiaries or associated companies of DATC;

h) Approve plans for liquidation and sale of fixed assets with a value greater than the level delegated to the Board of Members as prescribed in the Law on Management and Use of State Capital for Investment in Production and Business Operations at Enterprises and this Charter.

2. Decide after the approval, consent, or opinion of the Ministry of Finance:

a) Decide and implement the strategy, production and business plan, and development investment plan for five years, annual production and business plan, and development investment plan of DATC after the approval of the Ministry of Finance;

b) Decide on the capital raising plan, investment project, construction, purchase, and sale of fixed assets, external investment projects, and debt purchase plan (calculated based on the purchase price of debt) exceeding 50% of the equity recorded in the quarterly or annual financial report at the time closest to the decision-making date but not exceeding the Group B project capital limit as prescribed in the Public Investment Law after proposal and approval of the main policy by the Ministry of Finance or reporting to the competent authority for approval of the main policy;

c) Decide to exclude and stop tracking in the books for debts received that are uncollectible (including debts processed before the transfer) that have been tracked outside the balance sheet for over ten years (including the period tracked outside the balance sheet by the enterprise before transferring to DATC) after the opinion of the Ministry of Finance;

d) Decide on the establishment of new enterprises and the acceptance of voluntary participation of enterprises as subsidiaries or associated companies of DATC after the approval of the main policy by the Ministry of Finance;

đ) Decide on the establishment, restructuring, dissolution of branches, centers, representative offices, and independent accounting units dependent on DATC after the approval of the main policy by the Ministry of Finance;

e) Decide on the planning, appointment, reappointment, transfer, rotation, acceptance of resignation, dismissal, removal, commendation, disciplinary action, and retirement of the General Director after the opinion of the Ministry of Finance.

g) Decision to appoint the Deputy General Director of DATC after the Ministry of Finance approves the proposal.

3. Decide on the following matters:

a) Decision to establish, reorganize, and dissolve specialized departments of DATC;

b) Decision on capital raising plans, investment projects, construction, purchase, sale of fixed assets, external investment projects, and debt purchase plans (calculated based on the purchase price of debts) not exceeding 50% of the owner's equity recorded in the quarterly or annual financial report at the time closest to the decision-making date but not exceeding the project capital limit for Group B projects as stipulated by the Public Investment Law.

The Board of Members may delegate to the General Director the authority to decide on capital raising plans, investment projects, construction, purchase, sale of fixed assets, external investment projects, and debt purchase plans (calculated based on the purchase price of debts) not exceeding 10% of the owner's equity recorded in the quarterly or annual financial report at the time closest to the decision-making date but not exceeding the project capital limit for Group B projects as stipulated by the Public Investment Law;

c) Decision to reappoint, dismiss, remove from office, approve resignation, sign contracts, terminate contracts, reward, and discipline Deputy General Directors upon the recommendation of the General Director.

Decision to appoint, reappoint, dismiss, remove from office, approve resignation, sign contracts, terminate contracts, reward, and discipline the Chief Accountant upon the recommendation of the General Director;

d) Approve personnel plans for the General Director to decide on appointments, reappointments, dismissals, removals from office, signing contracts, terminating contracts, rewarding, and disciplining Branch Directors, Center Directors, Office Representatives, Office Chiefs, Department Heads, and other equivalent positions at DATC;

đ) Appoint and assign tasks to representatives of DATC's shareholding interests in joint-stock companies and limited liability companies with two or more shareholders upon the recommendation of the General Director; provide written opinions or authorize the General Director to provide written opinions for representatives of DATC's shareholding interests to participate in voting on matters as prescribed by law and the company's articles of association;

e) Issue regulations on risk management for debt and asset trading activities and internal regulations of DATC;

g) Decide on salaries, remuneration, bonuses, and other benefits for positions appointed by the Board of Members as prescribed by law;

h) Decide on market development strategies, marketing, and technology for DATC;

i) Approve operational regulations for branches, centers, and dependent accounting units of DATC;

k) Decide on organizational structure, annual labor and salary plans, and management staff quotas of DATC in compliance with legal provisions;

l) Sign leasing, renting, mortgage, and pledge contracts for assets valued higher than the level delegated to the Board of Members according to the State Capital Management and Utilization Law for Business Operations and the provisions of this Charter after the Ministry of Finance decides;

m) Organize internal audit activities and decide on the establishment of internal audit units of the company in accordance with the law.

4. Supervise the performance of functions and tasks assigned to representatives of DATC's shareholding interests in joint-stock companies and limited liability companies.

5. Be responsible for managing and operating DATC in compliance with legal provisions and decisions of the state-owned enterprise representative body; manage, utilize, preserve, and develop capital effectively; promptly report to the state-owned enterprise representative body on the business operation losses, inability to ensure payment capacity, failure to achieve goals and tasks assigned by the state-owned enterprise representative body, or other violations.

6. Bear legal responsibility for losses caused by violations of DATC's capital and assets.

7. Implement delegation to the General Director to decide on matters within their authority as prescribed by law. Delegation must be clearly defined in writing.

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8. Proactively decide and take responsibility for matters within the rights and obligations of the Board of Members as stipulated in the State Capital Management and Utilization Law for Business Operations, the Enterprise Law, relevant legal provisions, and this Charter.

Article 21. Standards and Conditions for Members of the Board of Directors

The standards and conditions for the Board of Directors of DATC shall be implemented in accordance with Article 93 of the Enterprise Law and the following provisions:

1. Being a Vietnamese citizen residing in Vietnam.

2. Having a bachelor's degree or higher in economics, finance, business administration.

3. Having at least three years of experience in business management or in the field, industry, or profession of DATC's operations.

4. Possessing good health, moral character, honesty, integrity, knowledge of laws, and a sense of compliance with laws.

Article 22. Evaluation, Planning, Appointment, Reappointment, Acceptance of Resignation, Removal, Dismissal, Transfer, Rotation, Commendation, Discipline, Termination, Retirement of the Chairman and Members of the Board of Directors

1. The evaluation, planning, appointment, reappointment, acceptance of resignation, removal, dismissal, transfer, rotation, commendation, discipline, termination, and retirement of the Chairman and members of the Board of Directors of DATC shall be carried out according to regulations on managing individuals holding positions in state-owned enterprises with 100% state capital; enterprise laws, and guidelines issued by the Ministry of Finance.

2. Annually or periodically as prescribed, the Board of Directors of DATC shall build, review, supplement, and adjust plans for personnel management; propose policies for appointments and reappointments; provide opinions on cases of resignation, removal, dismissal, transfer, rotation, commendation, discipline, termination, and retirement of enterprise managers as stipulated by law.

Article 23. Rights and Responsibilities of the Chairman of the Board of Directors

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

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2. The Chairman of the Board of Directors has rights and obligations as prescribed in Clause 2 of Article 95 of the Enterprise Law, this Charter, and the following provisions:

a) Representing the Board of Directors to sign resolutions and decisions of the Board of Directors;

b) Representing the Board of Directors to accept capital, land, natural resources, and other resources invested or transferred to DATC by the State Capital Representative Agency; manage the Company according to the resolutions and decisions of the Board of Directors;

c) Organizing research and development of strategies for development, medium-term and long-term plans, and important investment projects of DATC; proposals for organizational restructuring and key personnel changes of DATC to submit to the Board of Directors;

d) Organizing the establishment and supervising the implementation of financial regulations, risk control regulations for debt and asset transactions; regulations on financial services and loan guarantees provided to restructured enterprises under DATC; regulations on managing representatives of DATC's equity in other enterprises; and other internal management regulations of DATC;

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

e) Other rights and responsibilities as prescribed by law and assigned by the State Capital Representative Agency of the Company.

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

In case there is no authorized member or the Chairman of the Board of Directors cannot perform his/her rights and duties due to force majeure, the members shall request the Ministry of Finance to designate another member temporarily to perform the rights and duties of the Chairman of the Board of Directors.

4. The Chairman of the Board of Directors is responsible for explaining and bearing responsibility before the State Capital Representative Agency of the Company for delays or failure to sign resolutions and decisions of the Board of Directors.

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5. The Chairman of the Board of Directors may be removed or dismissed according to Article 94 and Clause 3 of Article 95 of the Enterprise Law and Article 22 of this Charter.

Article 24. Duties and powers of other members of the Board of Members

Other members of the Board of Members shall have rights and obligations as prescribed in Article 96 of the Enterprise Law and the following provisions:

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

2. Perform tasks assigned by the Chairman of the Board of Members in accordance with the functions, duties, and powers of the Board of Members stipulated in this Charter.

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

Article 25. Obligations of the Chairman and other members of the Board of Members

1. Comply with the law, the Company's Charter, and decisions of the company's owner in exercising assigned rights and performing assigned duties.

2. Exercise assigned rights and perform assigned duties honestly, carefully, and to the best of their ability to ensure the maximum legitimate interests of the Company and the State.

3. Be loyal to the interests of the Company and the State, not abuse position, function, and use information, trade secrets, business opportunities, or other assets of the Company for personal gain or to serve the interests of other organizations or individuals.

4. Timely, fully, and accurately inform the Company about enterprises in which they are owners or hold controlling shares, and enterprises in which related parties are owners, co-owners, or hold controlling shares. This notification must be compiled and kept at the main office of the Company.

Members of the Board of Members may not establish private businesses, limited liability companies, or joint-stock companies in their personal capacity; may not hold management or executive positions in private businesses, limited liability companies, or joint-stock companies, except when appointed as direct representatives managing the capital invested in joint-stock companies or limited liability companies with two or more members; may not enter into economic contracts with private businesses, limited liability companies, or joint-stock companies where the owner or person holding a management or executive position in such organizations is a family member as defined by the Enterprise Law.

5. Individuals who have familial relationships with members of the Board of Members may not hold the positions of Chief Accountant or Cashier at DATC and its branches or centers.

6. Members of the Board of Members must be accountable to the Minister of Finance and the law for resolutions and decisions of the Board of Members, results, and effectiveness of DATC's operations; if they fail to complete assigned tasks, violate the Company's Charter, exceed authority, abuse power causing damage to DATC and the State, they must bear responsibility and compensate for damages caused according to the law.

A member of the Board of Members who expresses dissent (does not agree with the resolution or decision of the Board of Members) will not be held responsible if losses occur when implementing the resolution or decision of the Board of Members.

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

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

a) Exploiting the name of the Company to commit acts violating the law;

b) Engaging in business or other transactions not serving the interests of DATC and causing damage to other organizations or individuals;

c) Paying debts that are not yet due when there is a potential financial risk to DATC.

9. In case a member of the Board of Members discovers another member of the Board of Members committing violations while exercising assigned rights and performing assigned duties, they must report in writing to the representative body of the owner; request the violator to cease the violation and rectify the consequences.

10. Fulfill other obligations as prescribed by law for state-owned enterprises holding 100% of the charter capital.

Article 26. Working System, Conditions and Procedures for Holding Meetings of the Board of Directors

1. The Board of Directors operates under a collective working system, convening at least once every quarter to examine and decide on issues within their rights and obligations. For issues that do not require discussion, the Board of Directors may seek opinions from members in writing.

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

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

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

4. A meeting of the Board of Directors is considered valid when at least two-thirds of the total number of Board of Directors' members attend. Resolutions and decisions of the Board of Directors are passed when more than half of the attending members vote in favor; in case of equal votes, the content with the approval of the Chairman of the Board of Directors or the person authorized by the Chairman to chair the meeting will be adopted. Members of the Board of Directors have the right to reserve their opinion and the right to appeal to the company's representative owner body.

5. In cases where opinions of the Board of Directors' members are sought in writing, resolutions and decisions of the Board of Directors are passed when more than half of the total number of Board of Directors' members agree. Resolutions may be passed using multiple copies of the same document if each copy has at least one signature of a Board of Directors' member.

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

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

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

b) Number of votes in favor and against (for cases not applying the abstention method) or number of votes in favor, against, and abstained (for cases applying the abstention method);

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

8. Members of the Board of Directors have the right to request the General Director, Deputy General Director, Chief Accountant, and management staff in DATC, wholly-owned subsidiaries of DATC, and representatives of DATC's capital in joint-stock companies and limited liability companies with two or more shareholders to provide information and documents about the financial situation and activities of the unit according to the information regulation stipulated by the Board of Directors or according to the resolution of the Board of Directors. The person requested to provide information must promptly, fully, and accurately provide the information and documents as required by the Board of Directors' member, except in cases where the Board of Directors decides otherwise.

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

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

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

12. Resolutions and decisions of the Board of Directors in accordance with the authority stipulated in this Charter take effect from the date they are passed, or from the effective date specified in the resolution or decision, except in cases requiring approval from the company's owner.

Section 3
GENERAL DIRECTOR AND MANAGEMENT MACHINE OF THE COMPANY

Article 27. General Director

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

2. The General Director shall be appointed, reappointed, transferred, rotated, accepted resignation, relieved from duty, dismissed, rewarded, disciplined, and retired after the Ministry of Finance has given its opinion or hired according to the personnel plan approved by the Ministry of Finance. The term of office of the General Director shall not exceed five years.

3. The General Director may be a member of the Board of Members but cannot be the Chairman of the Board of Members.

4. The General Director must meet the standards and conditions stipulated in Article 101 of the Enterprise Law, laws on single-member limited liability companies wholly owned by the State, and other standards according to the main business sector of DATC.

Article 28. Rights and Obligations of the General Director

The General Director has the rights and obligations as prescribed in Clause 2 of Article 100 of the Enterprise Law and the specific provisions below:

1. Submit to the Board of Members the following contents:

a) Develop and report to the Board of Members for decision or for the Board of Members to submit to the competent authority for approval the plans for purchasing debts, selling debts, and buying and selling assets, restructuring debts, loan contracts, debt relief, investment projects, capital contributions, plans for purchasing, selling, leasing, and liquidating assets exceeding their authority. Organize the implementation of approved plans and bear responsibility before the Board of Members and the competent authority for the results of implementation;

b) Develop and submit to the Board of Members for approval the development strategy, long-term and annual plans of the Company, investment projects, organizational management schemes for DATC, training labor planning, measures to implement signed contracts. Organize the implementation of strategies, plans, schemes, projects, and measures after they have been approved by the competent authority;

c) Submit to the Board of Members for approval or report to the competent authority for comments before making decisions on organizational management schemes for DATC, including adjustment plans when changing the management structure of DATC and its Branches, Centers, Representative Offices, and dependent accounting units;

d) Propose to the Board of Members to decide on the appointment, reappointment, acceptance of resignation, dismissal, signing of contracts, termination of contracts, rewards, and disciplinary actions against Deputy General Directors, Chief Accountants of DATC.

Report to the Board of Members for approval of the personnel plan before deciding on the appointment, reappointment, dismissal, signing of contracts, termination of contracts, rewards, and disciplinary actions against Branch Directors, Center Directors, Heads of Representative Offices, Secretaries, Heads of Departments, and equivalent positions at DATC;

đ) Propose to the Board of Members to issue decisions appointing representatives of the capital or managers overseeing the capital invested by DATC in joint-stock companies or limited liability companies with two or more members, including Supervisors (if any);

e) Report on the annual financial settlement of DATC.

2. Decide, organize the implementation, and bear responsibility for the following contents:

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

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

c) Decide on investment plans, plans for purchasing and selling debts, assets, economic contracts, raising capital, restructuring debts, debt relief, investment projects, capital contributions, plans for purchasing, selling, leasing, and liquidating assets of DATC within the delegated authority of the Board of Members;

d) Organize the management of all activities of DATC; implement resolutions and decisions of the Board of Members and state management agencies regarding the business operations of DATC and comply with reporting regulations; implement financial transparency regulations of DATC as prescribed by law; submit to the Board of Members plans for distributing and using post-tax profits of the Company;

đ) Decide on the appointment, reappointment, dismissal, signing of contracts, termination of contracts, rewards, and disciplinary actions against positions such as Deputy Department Heads, Deputy Directors, Deputy Heads of Offices, Heads of Departments, Deputy Heads of Departments, and equivalent positions in specialized departments, branches, centers, representative offices, and equivalent dependent accounting units according to the correct principles and procedures for appointing officials;

e) Be responsible for the business results of the Company; be responsible before the Minister of Finance, the Board of Members, and the law for performing tasks within the scope assigned;

g) Direct the support staff to provide complete documents as required by the Board of Members and the Audit Board; prepare documents for meetings of the Board of Members;

h) Be authorized to apply measures beyond their authority in emergency situations (natural disasters, epidemics, fires, accidents) and be responsible for those decisions; simultaneously report immediately to the Board of Members and relevant state agencies to resolve further.

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3. Be subject to inspection and supervision by the Board of Members, the Audit Board, and state management agencies with authority over the implementation of laws and the Company's Charter.

4. Adhere to laws, the Charter, resolutions, and decisions of the Board of Members in exercising the rights and fulfilling the duties assigned.

5. Exercise the rights and fulfill the duties assigned honestly, carefully, and to the best of their ability to ensure the maximum legitimate interests of DATC and the Company's shareholders.

6. Be loyal to the interests of DATC and the Company's shareholders. Do not use information, trade secrets, business opportunities, position, and the Company's assets for personal gain or to serve the interests of other organizations or individuals.

7. Bear personal responsibility when acting on behalf of the Company in committing acts that violate the law; conducting business or transactions not aimed at serving the Company's interests and causing harm to others; paying debts that are not yet due, resulting in financial instability for the Company.

8. Perform other rights and obligations as prescribed by the Enterprise Law and laws on enterprises where the State holds 100% of the charter capital.

Article 29. Standards and Conditions for the General Director of DATC

The standards and conditions for the General Director of DATC shall be implemented according to the provisions of Article 101 of the Enterprise Law and the following regulations:

1. Being a Vietnamese citizen and residing in Vietnam;

2. Having a bachelor's degree or higher in economics, finance, business administration;

3. Having at least three years of experience in business management or in the field, industry, or profession of DATC's operations;

4. Possessing good health, moral character, honesty, integrity, knowledge of the law, and a sense of compliance with the law;

Article 30. Removal and Dismissal of the General Director

The General Director of DATC may be reviewed and decided upon for removal or dismissal by the Board of Members in cases as prescribed in Article 102 of the Enterprise Law; regulations on managing individuals holding positions in enterprises where the State holds 100% of the charter capital, and the following cases:

1. Violating the law to the extent of being prosecuted or losing civil capacity or having restricted civil capacity.

2. Making decisions beyond authority leading to serious consequences for DATC.

3. Being transferred, rotated, dismissed, retired, or reassigned to another position.

4. Not being honest in exercising powers or abusing positions and powers for personal gain or for others.

5. Not implementing resolutions or decisions of the Board of Members without justifiable reasons or without approval from the Ministry of Finance after reporting.

6. Other cases as stipulated in the appointment decision or the contract for hiring the General Director (if any), laws on enterprises where the State holds 100% of the charter capital, and related laws.

Article 31. Relationship between the Board of Members and the General Director in Managing and Operating DATC

1. When organizing the implementation of resolutions and decisions of the Board of Members, if issues unfavorable to DATC are discovered, the General Director shall report to the Board of Members for review and adjustment of the resolution or decision. If the Board of Members does not adjust the resolution or decision, the General Director may report to the competent authority, but must still implement the resolution or decision of the Board of Members.

2. The General Director shall prepare and submit written reports on the monthly, quarterly, and annual business operation situation and plans for the upcoming period of DATC to the Board of Members; has the responsibility to report promptly on management, organizational management, and operational issues of DATC as required by the Board of Members.

3. The Chairman of the Board of Members has the right to attend or authorize someone to represent them at regular meetings and preparatory meetings for proposals presented to the Board of Members chaired by the General Director. The Chairman of the Board of Members or the authorized representative has the right to express opinions but does not have the right to conclude the meeting.

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4. Any decision made by the General Director that contradicts the resolutions or decisions of the Board of Members or exceeds their delegated authority will not be enforceable; simultaneously, the General Director must bear administrative responsibility and penalties under the law for failing to implement the resolutions or decisions of the Board of Members and for making decisions beyond their authority.

5. In cases where the General Director is not a member of the Board of Members, the General Director may be invited to participate in Board of Members meetings, with the right to express opinions but without voting rights.

Article 32. Deputy General Director, Chief Accountant

1. Deputy General Director:

a) The Deputy General Director assists the General Director in managing DATC according to the division of responsibilities and authorization from the General Director; bears responsibility before the General Director and the law for the assigned tasks and authorizations.

The Deputy General Director is appointed by the Board of Members upon the proposal of the General Director and approval by the Ministry of Finance. The Board of Members decides on reappointment, acceptance of resignation, dismissal, removal, signing contracts, termination of contracts, rewards, and disciplinary actions for the Deputy General Director based on the General Director's proposal.

b) The Deputy General Director of DATC must meet the following standards and conditions:

- Not falling under the category specified in Clause 2, Article 17 of the Enterprise Law.

- Being a Vietnamese citizen residing in Vietnam.

- Having a university degree, business capability, and management skills.

- Not being a family member of the head, deputy head of the state capital representative body; members of the Board of Members, General Director, or Chief Accountant of DATC.

- Never having been removed from the position of Chairman of the Board of Members, member of the Board of Members, General Director at DATC; never having been removed from the position of Chairman of the Board of Members, member of the Board of Members, Chairman of the company, Director or General Director, Deputy Director or Deputy General Director at other state-owned enterprises.

- Possessing good health, moral character, honesty, integrity, knowledge of laws, and a sense of compliance with the law.

c) The number of Deputy General Directors shall not exceed five persons. The Board of Members determines the structure and number of Deputy General Directors according to the scale and characteristics of DATC's production and business operations during its operation based on the General Director's proposal.

2. Chief Accountant

a) The Chief Accountant is appointed, reappointed, accepts resignation, dismisses, removes, signs contracts, terminates contracts, rewards, and disciplines according to the General Director's proposal.

b) The Chief Accountant has qualifications, duties, powers, and obligations according to the division of responsibilities and authorization from the General Director and in accordance with accounting laws and related laws.

3. The term of appointment or contract with the Deputy General Director and Chief Accountant is decided by the Board of Members but shall not exceed five years. The Deputy General Director and Chief Accountant may be reappointed or have their contracts renewed.

4. The Deputy General Director and Chief Accountant of DATC are subject to review and decision by the Board of Members regarding dismissal or removal in cases stipulated in regulations on managing individuals holding positions in state-owned enterprises with 100% state capital and in the following cases:

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

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

c) Being transferred, rotated, retired, or reassigned to another job;

d) Being dishonest in exercising powers or abusing position and powers for personal gain or for others.

Section 4
AUDIT BOARD, AUDITOR

Article 33. Supervisory Board

1. The Supervisory Board at DATC shall be established by the Minister of Finance; it shall perform the rights and obligations as stipulated in Articles 104 and 105 of the Enterprise Law, and other relevant legal provisions to oversee the organization's implementation of the rights of state-owned asset representatives, the management and operation of business activities at DATC by the Board of Members and General Director.

2. The Supervisory Board shall consist of no more than three supervisors. In cases where the Supervisory Board consists of only one supervisor, that supervisor shall concurrently serve as the Head of the Supervisory Board and must meet the criteria for the Head of the Supervisory Board as prescribed in Article 103 of the Enterprise Law and relevant laws.

Article 34. Supervisor

1. The supervisor at DATC must meet the criteria and conditions as stipulated in Article 103 of the Enterprise Law and fulfill responsibilities as prescribed in Article 107 of the Enterprise Law, government regulations, and relevant laws.

2. The term of office of the supervisor shall not exceed five years and may be reappointed but not consecutively for more than two terms at the company.

Article 35. Evaluation, planning, appointment, reappointment, approval of resignation, dismissal, removal, transfer, rotation, commendation, disciplinary action, termination of employment, retirement for the Head of the Supervisory Board and Supervisor

1. The evaluation, planning, appointment, reappointment, approval of resignation, dismissal, removal, transfer, rotation, commendation, disciplinary action, termination of employment, and retirement for the Head of the Supervisory Board and Supervisor shall be carried out in accordance with the legal provisions on enterprises and regulations on managing individuals holding positions in state-owned enterprises with 100% state capital.

2. Annually or at each stage as prescribed, the Ministry of Finance shall develop, review, supplement, and adjust the planning for supervisors; propose policies for appointments and reappointments, and provide opinions on cases of resignation, dismissal, removal, transfer, rotation, commendation, disciplinary action, termination of employment, and retirement of supervisors according to specific legal provisions.

Section 5

MANAGEMENT OF COMPANIES HELD BY DATC WITH 100% CAPITAL AND THE PORTION OF CAPITAL CONTRIBUTED BY DATC IN JOINT-STOCK COMPANIES, LIMITED LIABILITY COMPANIES WITH TWO OR MORE MEMBERS

Article 36. Management of DATC over companies held with 100% capital

1. Decisions on establishment, initial registered capital, objectives, tasks, and business sectors; adjustments to registered capital during operations, restructuring, ownership conversion, dissolution, and bankruptcy requests for subsidiary companies.

2. Issuance of financial regulations for subsidiary companies.

3. Decisions on appointment, reappointment, dismissal, commendation, and disciplinary actions for the Chairman and members of the Board of Directors or the Chairman of the company, General Director or Director, and Supervisor of subsidiary companies.

4. Approval of strategic plans, five-year investment development plans, and annual production and business plans of subsidiary companies.

5. Approval and amendment of the charter of subsidiary companies.

6. Approval of capital raising schemes, investment projects, construction, purchase, sale of fixed assets valued at more than 50% of the subsidiary company’s equity as recorded in quarterly or annual financial reports of the subsidiary company at the time of capital raising or another ratio lower than that specified in the company’s charter but not exceeding the level of Group B projects under the Public Investment Law.

7. Approval of financial statements, profit distribution, and annual reserve fund allocations of subsidiary companies.

Article 37. Management of DATC's share capital in joint-stock companies and limited liability companies with two or more members

1. Decide or submit to competent authorities for decision on increasing, decreasing capital, recovering capital, or transferring purchase rights, investment contribution rights in joint-stock companies and limited liability companies with two or more members in accordance with laws and company charters.

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2. Specify standards, appoint, dismiss, relieve from duty, reward, discipline; decide salaries, allowances, bonuses, and other benefits of representatives of DATC's share capital in joint-stock companies and limited liability companies with two or more members as stipulated in Articles 46, 47, 49, and 50 of the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises.

WORKERS PARTICIPATING IN COMPANY MANAGEMENT

Article 38. Forms of worker participation in management

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

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

2. DATC Trade Union Organization.

3. People's Inspection Board.

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

Article 39. Content of worker participation in management

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

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

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

c) Measures to improve labor productivity, product quality, reduce costs, save raw materials, ensure workplace safety, hygiene, environmental protection, improve working conditions, and arrange labor deployment;

d) Plans for restructuring and transforming DATC;

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

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

2. Worker collectives in DATC have the right to participate in supervision:

a) Implementation of resolutions of the Workers' Conference;

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

c) Collection and use of funds contributed by workers;

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

3. Annually, the Company has the responsibility to host and coordinate with the Trade Union Executive Board to organize the Workers' Conference to discuss solutions for implementing production and business plan targets approved by the Board of Members; evaluate the implementation of collective labor agreements, internal regulations, and rules of the Company, and other issues related to the legitimate rights and interests of workers.

4. Labor relations between the Company and workers shall be carried out in accordance with labor laws. The General Director prepares plans for the Board of Members to approve issues related to recruitment, labor, wages, social insurance, welfare, rewards, and disciplinary actions for managers and workers in the Company, as well as the relationship between the Company and trade union organizations of workers.

Chapter V
RESTRUCTURING, TRANSFORMATION, LIQUIDATION, BANKRUPTCY AND FINANCIAL MANAGEMENT OF DATC
AND FOR DATC

Article 40. Reorganization and Ownership Transfer of DATC

1. The Minister of Finance decides on the reorganization and ownership transfer of DATC into a limited liability company with two or more shareholders or a joint-stock company in accordance with the overall plan for the restructuring, modernization, and reconfiguration of state-owned enterprises under the Ministry of Finance, which has been approved by the Prime Minister.

2. In cases where the reorganization and ownership transfer of DATC into a limited liability company with two or more shareholders or a joint-stock company leads to changes in legal form, industry, business activities, or registered capital, the company must complete the procedures for registering changes or notify the relevant business registration authority of the changed contents as prescribed.

In case of changes in legal status, industry, business operations, or registered capital, the Company must complete the procedures to register changes or notify the changes to the business registration authority as prescribed.

3. The procedures and formalities for the reorganization and ownership transfer of DATC into a limited liability company with two or more shareholders or a joint-stock company shall be carried out in accordance with the provisions of the law.

Article 41. Dissolution and Bankruptcy of DATC

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

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

Article 42. Financial Management of DATC

1. Implement financial management systems in accordance with the law for state-owned enterprises holding 100% of the charter capital, Decree No. 129/2020/ND-CP, and the Financial Regulations of DATC.

2. Implement accounting systems, financial reports, and statistical reports in accordance with the relevant laws and regulations on finance and accounting and statistics for state-owned enterprises holding 100% of the charter capital and the Financial Regulations of DATC.

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

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

Chapter VI
REPORTING AND INFORMATION DISCLOSURE REGIME

Article 43. Reporting and Information Responsibilities

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

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a) Report on the business situation of the company;

b) Financial report;

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

2. Members of the Board of Members have the right to request the General Director and managers of DATC to provide files and documents related to the implementation of the functions and tasks of DATC.

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

Article 44. Reporting and Information to the State Capital Owner's Representative

1. DATC must implement regular and extraordinary information disclosure in accordance with Articles 109 and 110 of the Enterprise Law, the Law on Management and Use of State Capital for Production and Business Investment, and related guiding documents.

2. The legal representative of DATC decides and is responsible for the public disclosure of information outside the company. The department storing the company's files and documents can only provide information outside the company based on the decision of the company's legal representative or a person authorized by the company's legal representative.

3. The content and place of sending information shall be carried out in accordance with relevant legal provisions.

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

Chapter VII IMPLEMENTATION PROVISIONS

Article 45. Effective Date

These Regulations shall take effect from July 20, 2021.

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Article 46. Implementation organization

1. The Board of Members, General Director of DATC, and related organizations and individuals shall be responsible for complying with the provisions of the Company Charter.

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

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