Decree No. 63/2001/ND-CP On the conversion of state-owned enterprises and enterprises of political organizations and socio-political organizations into limited liability companies with a single member

DECREE OF THE GOVERNMENT

Regarding the conversion of state-owned enterprises and enterprises of political organizations, social-political organizations into limited liability companies with a single member.Scope of regulation and

applicable objects

_________________________

THE GOVERNMENT

Pursuant to the Government Organization Law dated September 30, 1992;

Pursuant to the Enterprise Law No. 13/1999/QH10 dated June 12, 1999;

At the proposal of the Minister of Planning and Investment,

DECREE:

PART I

GENERAL PROVISIONS

Article 1. This Decree stipulates the procedures and formalities for converting state-owned enterprises and enterprises of political organizations, social-political organizations into limited liability companies with a single member, and provisions on the organization and management of limited liability companies with a single member. 2. State-owned enterprises and enterprises of political organizations, social-political organizations that meet the following conditions may be converted into limited liability companies with a single member and operate under the Law on Enterprises:

1. a) They are business enterprises operating with 100% charter capital held by the State or political organizations, social-political organizations;

b) They are not subject to transfer, sale, lease, dissolution, bankruptcy of enterprises or are not included in the plan for equitization.

Shareholder of the company

1. After being converted into a limited liability company with a single member, the enterprise shall have only one organization as the shareholder or authorized representative of the shareholder.

Article 2. 2. The following organizations are authorized to represent the shareholder of a limited liability company with a single member converted from a state-owned enterprise:

a) Ministries, ministerial-level agencies, agencies under the Government,

provincial People's Committees (hereinafter referred to as Provincial People's Committees) for limited liability companies with a single member converted from independent enterprises established by themselves;

b) The Board of Directors of State-owned Corporations for limited liability companies with a single member converted from member enterprises of State-owned Corporations. Within 10 working days from the date of receipt of the dossier as mentioned in Sub-clause b, Clause 1, Article 3 above, the Ministry of Foreign Affairs will review and submit to the competent authority for decision (Issues exceeding the Ministry of Foreign Affairs' jurisdiction will be referred to the Prime Minister for consideration and decision).3. Political organizations and social-political organizations directly become shareholders or designate an organization as the representative of the shareholder of their limited liability companies with a single member.

4. State agencies that are not authorized to represent the shareholder of a limited liability company with a single member according to point a, Clause 2, Article 2 of this Decree shall only perform state management functions as prescribed by the Law on Enterprises and related laws concerning the limited liability company with a single member in the assigned field.

Article 3. Rights and duties of the organization that is the shareholder or authorized as the representative of the shareholder of the company

1. The shareholder or the organization authorized as the representative of the shareholder of a limited liability company with a single member has the following rights and duties:

a) Decide on the content, amendment, and supplementation of the Company Charter;

b) Decide on the adjustment of the company's charter capital; transfer part or all of the company's charter capital to other organizations or individuals;

c) Decide on investment projects, purchase, sale of assets, loan contracts, lending contracts with a value equal to or greater than 50% of the asset value recorded in the company's accounting books or another ratio smaller than that specified in the Company Charter according to the procedures and formalities prescribed by law;

d) Decide on the organizational structure of the company's management; appoint, dismiss, remove from office, decide the level of salary, bonuses, and other benefits of the Chairman, members of the Board of Directors (for companies with a Board of Directors), the Chairman of the company (for companies with a Chairman of the company); delegate to the Board of Directors or the Chairman of the company to appoint, dismiss, reward, discipline, decide salaries, bonuses, and other benefits of the General Director of the company;

đ) Organize supervision, monitoring, and evaluation of the company's business activities, management activities of the Board of Directors or the Chairman of the company;

e) Approve annual settlement reports; decide on the use of the company's profits;

g) Decide on restructuring the company;

h) Other rights prescribed by the Law on Enterprises and the Company Charter.

2. The organization authorized as the representative of the shareholder of the company is responsible to the shareholder for the tasks and powers delegated.

3. The shareholder or the organization authorized as the representative of the shareholder of the company fulfills the obligations and responsibilities towards the company as prescribed in Clause 1, Article 27, Clause 1, Article 46, Clause 2, Article 47, Article 48 of the Law on Enterprises and other obligations prescribed by law.

2. The authorized organization acting as the representative of the company's owner shall be responsible to the owner for the tasks and powers delegated.

3. The owner or the authorized organization acting as the representative of the company's owner shall perform the obligations and responsibilities towards the company as stipulated in Clause 1 of Article 27, Clause 1 of Article 46, Clause 2 of Article 47, Article 48 of the Enterprise Law and other obligations prescribed by law.

Article 4. Acceptance of rights and obligations of the converted enterprise

The company converted from state-owned enterprises, political organizations, and socio-political organizations shall inherit all legitimate rights, benefits, and obligations of the converted enterprise.

Chapter II

PROCEDURE AND PROCEDURES FOR ENTERPRISE CONVERSION INTO A JOINT STOCK COMPANY WITH A SINGLE SHAREHOLDER

TO FORM A SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 5. Decision on the list and conversion plan

1. For state-owned enterprises

a) The Minister, Head of a ministry-level agency under the Government, or Chairman of the provincial People's Committee decides on the list and conversion plan for independent enterprises established by themselves; Within 10 working days from the date of receipt of the dossier as mentioned in Sub-clause b, Clause 1, Article 3 above, the Ministry of Foreign Affairs will review and submit to the competent authority for decision (Issues exceeding the Ministry of Foreign Affairs' jurisdiction will be referred to the Prime Minister for consideration and decision).b) The Management Board of State-owned Joint Stock Corporations established by the Prime Minister decides on the list and conversion plan for member enterprises of the corporation to be submitted to the Prime Minister for decision;

c) The Management Board of State-owned Joint Stock Corporations authorized by the Prime Minister to be established by the Minister, Head of a ministry-level agency under the Government, or Chairman of the provincial People's Committee decides on the list and conversion plan for member enterprises of the corporation to be submitted to the Minister, Head of a ministry-level agency under the Government, or Chairman of the provincial People's Committee for decision;

d) The Minister, Head of a ministry-level agency under the Government, or Chairman of the provincial People's Committee, and the Management Board of State-owned Joint Stock Corporations established by the Prime Minister notify the converting enterprise and the organization authorized as the representative owner of the company about the conversion plan. Within 10 working days from the date of receipt of the dossier as mentioned in Sub-clause b, Clause 1, Article 3 above, the Ministry of Foreign Affairs will review and submit to the competent authority for decision (Issues exceeding the Ministry of Foreign Affairs' jurisdiction will be referred to the Prime Minister for consideration and decision).The provincial people's committee decides on establishment, prepares a list and plan to transfer state-owned enterprises under the holding company to submit to the Minister, Head of a ministerial-level agency, agency under the Government, Chairman of the provincial people's committee for decision;

d) The Minister, Head of a ministerial-level agency, agency under the Government, Chairman Within 10 working days from the date of receipt of the dossier as mentioned in Sub-clause b, Clause 1, Article 3 above, the Ministry of Foreign Affairs will review and submit to the competent authority for decision (Issues exceeding the Ministry of Foreign Affairs' jurisdiction will be referred to the Prime Minister for consideration and decision).of the provincial people's committee, the Board of Directors of the state-owned holding company established by decision of the Prime Minister shall notify the enterprise being converted and the authorized organization acting as the representative of the company about the conversion plan.

2. For enterprises under political organizations and socio-political organizations.

a) Political organizations and socio-political organizations classify enterprises under their management, clearly identify capital sources within each enterprise, and reorganize subordinate enterprises before deciding to implement the conversion.

b) Based on the classification and reorganization plans for enterprises and the subjects specified in Article 1 of this Decree, political organizations and socio-political organizations decide on the list and conversion plan for subordinate enterprises into joint stock companies with a single shareholder and notify the converting enterprises and the organization authorized as the representative owner of the company about the conversion plan.

Article 6. Responsibilities of the converting enterprise

1. The converting enterprise has the responsibility to:

a) Inventory, classify, determine types of capital, assets, debts, and labor currently available in the enterprise; prepare financial statements up to the conversion date;

b) Develop a transfer plan for rights, obligations, assets, capital, debts, and labor to the joint stock company with a single shareholder; the anticipated registered capital of the company;

c) Draft the charter of the joint stock company with a single shareholder;

d) Report to the owner or the organization authorized as the representative owner of the company on the documents specified in points a, b, and c of this clause.

2. The Management Board of State-owned Joint Stock Corporations submits to the competent authority for decision on the list and conversion plan for enterprises specified in Article 5 of this Decree, the conversion plan for review and decision.

Article 7. Principles for handling capital, assets, finance, and labor of the enterprise during conversion

1. All assets of the enterprise during conversion are valued at their value.

2. Existing assets under the management and use of the enterprise are inventoried, classified, quantified, and assessed for condition to be transferred to the joint stock company with a single shareholder.

3. Leased, borrowed, held-in-custody, or consigned assets: the company continues to lease, borrow, hold custody, or consign according to agreements with the asset owners.

4. Assets not needed for use, surplus assets awaiting liquidation: the enterprise may sell or liquidate them according to current regulations.

5. Principles for handling finance and debts:

b) For lost assets, damage, and other losses regarding assets of the enterprise, dependent accounting units of the enterprise: it is necessary to clearly identify the cause, responsibility of collectives and individuals, and request compensation from the responsible parties according to the law. The difference between the remaining value of the damaged asset recorded in the books and the compensation amount from the responsible individuals, collectives, or insurance organizations (if any) will be covered by the financial reserve fund; if insufficient, it will be recorded in the operating results. If recording this difference in the operating results leads to a loss for the enterprise, the owner's equity can be reduced, with the maximum reduction being equal to the enterprise's loss."

b) For lost or damaged assets and other losses of the enterprise: the cause must be identified, the collective and individual responsibilities determined, and compensation required according to the law. The difference between the loss value and the compensation amount from individuals, collectives, and insurance agencies (if any) can be deducted from the owner's capital at the enterprise;

c) For receivables: the company is responsible for accepting and recovering receivables of the converted enterprise that are due and recoverable. For unrecoverable receivables, after identifying the cause and responsibility, the enterprise can deduct the difference between the loss value and the compensation amount from the owner's capital;

d) For payables: the company is responsible for inheriting payables to creditors according to commitments, including tax debts and budget debts, employee debts; paying off due debts. Payables without claimants and undetermined ownership assets are included in the owner's capital.

6. The joint stock company with a single shareholder is responsible for continuing to employ all labor from the converting enterprise and inheriting all rights and obligations towards employees according to labor laws, except for voluntary termination of employment contracts.

Employees who voluntarily terminate their employment contracts are entitled to benefits according to the law.

Article 8. Determining the registered capital of the company

1. The registered capital of the company is determined based on the actual owner's equity in the enterprise's accounting books after processing according to the principles stipulated in Article 7 of this Decree and the committed additional owner's equity (if any).

For enterprises under political organizations and socio-political organizations with assets formed from state budget capital and capital originating from the state budget, the political organization or socio-political organization authorized as the representative owner of this portion of capital.

2. For businesses in industries or professions where the law requires statutory capital, the registered capital of the company cannot be lower than the statutory capital.

3. In the case of additional capital for the company, the amount of additional capital and the commitment period must be clearly stated. The company's owner is responsible for fully investing the registered capital for the company according to the committed deadline. If the owner does not contribute the committed capital amount on time, they shall bear responsibility as stipulated in Clause 1, Article 27 of the Enterprise Law.

Article 9. Company Charter

1. The company charter includes the following contents:

a) The name and main office address of the company, branch offices, representative offices (if any);

b) Objectives and business sectors;

c) Charter capital;

d) The name, address, rights, and obligations of the owner or organization authorized as the company's owner representative;

đ) The management structure of the company;

e) The legal representative of the company;

g) Profit utilization principles of the company;

h) Dissolution cases and liquidation procedures of the company;

i) Procedures for amending and supplementing the company charter;

k) Other contents decided by the owner or organization authorized as the company's owner representative but not contrary to the law.

2. The company charter must be approved by the owner or organization authorized as the company's owner representative.

Article 10. Decision on Conversion

1. The person authorized to decide the plan and list of enterprises to be converted as prescribed in Article 5 of this Decree is the person signing the decision to convert the enterprise into a limited liability company with one member.

2. The conversion decision includes the following main contents:

a) The name, address, and account number of the converting enterprise;

b) Objectives, business sectors, and industries;

c) Registered capital of the company;

d) Name and address of the organization that is the owner or organization authorized as the company's owner representative;

đ) The company's responsibilities regarding the succession of rights and obligations and the handling of existing and emerging issues of the converting enterprise.

Article 11. Business Registration

The converting enterprise must register its business and publicly announce it through mass media as prescribed by the Enterprise Law. The business registration dossier must comply with the provisions of the Enterprise Law and must include the conversion decision.

Article 12. Re-register Ownership Rights of Assets

After obtaining the business registration certificate, the limited liability company with one member must re-register ownership rights for assets transferred from the converting enterprise to the company at the competent state agency issuing the registration. The re-registration of ownership rights is exempt from stamp duty.

Chapter III

MANAGEMENT STRUCTURE OF A LIMITED LIABILITY COMPANY WITH ONE MEMBER

Article 13. Application of Management Model and Structure of the Company

Depending on the scale, business sectors, the company's owner or organization authorized as the company's owner representative (hereinafter referred to as the company's owner) decides to apply the management structure of each specific company according to the Board of Directors, General Director (Director) and supporting staff model or the Chairman of the company, General Director (Director) and supporting staff model.

Chapter I. Management Organization of the Company under the Board of Directors Model

Article 14. Functions of the Board of Directors

The Board of Directors is the company's management body, having full authority in the name of the company to decide all matters related to management and the company's interests, except for those matters within the owner's authority as stipulated in Article 3 of this Decree.

Article 15. Powers and Duties of the Board of Directors

The Board of Directors shall perform the following powers and duties:

1. Decide on the company's development strategy and annual business plan.

2. Decide on market development solutions, marketing, and technology; submit to the company's owner investment projects, purchase and sale contracts, loan and lending contracts, and other contracts with a value equal to or greater than 50% of the total asset value recorded in the company's accounting books or a lower ratio specified in the Company Charter; decide on investment projects, purchase and sale contracts, loan and lending contracts, and other contracts with a value less than 50% of the total asset value recorded in the company's accounting books or a lower ratio specified in the Company Charter.

3. Decide on the organizational structure, internal management regulations of the company, staffing of the management apparatus; establish branches and representative offices of the company.

4. Appoint, dismiss, remove from office, sign contracts, and determine salary levels for the General Director (Director) of the company. Appoint, dismiss, and remove from office Deputy General Directors (Deputy Directors) of the company upon the proposal of the General Director (Director).

5. Supervise the General Director (Director) in the performance of tasks and powers stipulated in this Decree.

6. Propose to the company's owner to make decisions on matters exceeding the authority of the Board of Directors as follows:

a) Propose approval of the final account report and profit utilization plan of the company;

b) Propose approval of investment projects within the authority of the company's owner to decide;

c) Propose adjustment of the company's registered capital;

d) Propose supplementation and amendment of the Company Charter.

7. Implement decisions of the company's owner.

8. Report to the company's owner on the results and business operation situation of the company.

9. Be responsible before the company's owner and the law for the exercise of their powers and duties and for the development of the company according to the owner's objectives.

In case the company incurs losses, they may be removed from office or required to compensate for damages according to the provisions of the law, depending on the extent.

10. Other rights and duties as prescribed by law and the Company Charter.

Article 16. Members of the Board of Directors

1. Depending on the scale of the company, the company's owner decides the number and composition of Board of Directors members.

2. Board of Directors members must meet the following basic criteria:

a) Be a Vietnamese citizen residing in Vietnam;

b) Have business and corporate management capabilities;

c) Be in good health, have good moral character, be honest, incorruptible, understand the law, and have a sense of compliance with the law;

d) Not concurrently hold leadership positions in the state apparatus or political organizations or political-social organizations;

d) Not falling under the category prescribed in Article 50 of the Enterprise Bankruptcy Law.

3. The Chairman and Board of Directors members are appointed, dismissed, rewarded, and disciplined by the company's owner. The term of office of Board of Directors members is stipulated in the Company Charter. Board of Directors members may be reappointed and replaced.

4. Board of Directors members are dismissed and replaced in the following cases:

a) Violating the law to the extent of being prosecuted or violating the provisions regarding dismissal and replacement as stipulated in the Company Charter;

b) Losing or being restricted in civil capacity;

c) Resigning;

d) When there is a decision to transfer or arrange other work;

đ) Being dishonest in exercising authority or abusing position and authority for personal gain or for others;

e) When the company fails to complete assigned tasks or targets set by the owner.

5. All Board of Directors members must jointly bear responsibility before the appointing authority and the law for Board of Directors decisions; fulfill obligations stipulated in Article 86 of the Enterprise Law.

Article 17. Chairman of the Board of Directors

The Chairman of the Board of Directors has the following rights and duties:

1. Establishing the program and plan for the activities of the Board of Directors.

2. Preparing the agenda, content, and documents for meetings; convening and chairing meetings of the Board of Directors.

3. Organizing the adoption of decisions of the Board of Directors in other forms.

4. Monitoring the implementation process of the Board of Directors' decisions.

5. Other rights and duties as prescribed by the Enterprise Law and the Company Charter.

Article 18. Working regime of the Board of Directors

1. The Board of Directors shall meet at least once every quarter to consider and decide on issues within its duties and powers. The Board of Directors may hold extraordinary meetings to address urgent matters of the enterprise proposed by the Chairman of the Board of Directors, General Director (Director), or more than 50% (fifty percent) of the total number of Board members.

2. The Chairman or a member of the Board of Directors authorized by the Chairman may convene and chair the meeting.

3. Meetings of the Board of Directors are considered valid when attended by at least two-thirds (two-thirds) of the total number of members. Resolutions and decisions of the Board of Directors take effect when approved by more than 50% (fifty percent) of the total number of attending members. In case of equal votes, the side with the Chairman's vote is the majority.

Members of the Board of Directors have the right to reserve their opinions.

4. The contents of discussions, statements, voting results, and decisions adopted by the Board of Directors must be recorded in minutes. The chairperson and secretary are jointly responsible for the accuracy and truthfulness of the Board of Directors' meeting minutes.

5. Members of the Board of Directors have the right to be provided with information and documents about the company's financial situation and business operations according to Article 83 of the Enterprise Law.

6. The operating costs of the Board of Directors, including salaries and allowances, are included in the company's management expenses.

Article 19. Remuneration system for full-time and part-time members of the Board of Directors

1. Full-time members of the Board of Directors receive annual salary and bonuses corresponding to the company's operational performance, determined by the company's owners. set forth.

2. Part-time members of the Board of Directors receive responsibility allowances as stipulated by the owners and bonuses corresponding to the company's operational performance.

Article 20. Conditions for participating in the management of other enterprises by the Chairman of the Board of Directors, General Director (Director)

The Chairman of the Board of Directors and General Director (Director) of the company can only establish or hold management and executive positions in other limited liability companies or joint-stock companies if they are nominated for such positions by the company's owners or appointed as legal representatives of the company for their share capital in other enterprises.

The spouse, father, mother, children, brothers, sisters, and half-siblings of the Chairman of the Board of Directors and General Director (Director) of the company cannot hold the position of Chief Accountant or Cashier in the same company.

Article 21. General Director (Director) and supporting staff

1. The Board of Directors appoints a person from the Board of Directors or another person as General Director (Director) for a fixed term.

The General Director (Director) is responsible before the Board of Directors and the law for managing the daily operations of the company. If the Company Charter does not specify that the Chairman of the Board of Directors is the legal representative, then the General Director (Director) is the legal representative of the company.

The General Director (Director) receives an annual salary and bonuses corresponding to the company's operational performance.

2. Deputy General Directors (Deputy Directors) are appointed for a fixed term by the Board of Directors upon the recommendation of the General Director (Director).

Deputy General Directors (Deputy Directors) assist the General Director (Director) in managing the company according to their assigned tasks and delegated authority, and are responsible to the General Director (Director) for the tasks assigned or delegated.

3. The office and specialized departments have the function of advising and assisting the Board of Directors, General Director (Director) in management and operation.

Article 22. Rights and Duties of the General Director (Director)

The General Director (Director) of the company has the following rights and duties:

1. Deciding on issues related to the daily operations of the company.

2. Implementing business plans and investment projects decided by the owners and the Board of Directors; deciding on investment projects delegated by the Board of Directors; implementing Board of Directors' decisions.

3. Proposing the Board of Directors to decide on organizational structure, internal management regulations, development strategy, long-term and annual plans, capital raising schemes, and joint venture schemes.

4. Appointing, dismissing, and removing managerial positions in the company, except those appointed, dismissed, or removed by the Board of Directors; recommending the Board of Directors to appoint, dismiss, reward, and discipline Deputy General Directors (Deputy Directors).

5. Deciding on salaries and allowances (if any) for employees in the company, including managers within his/her authority to appoint.

6. Attending Board of Directors meetings; reporting to the Board of Directors on the company's business results.

7. Being subject to supervision and inspection by the Board of Directors and the owners regarding the execution of rights and duties as prescribed by this Decree.

8. Other rights and duties as decided by the Board of Directors and the Company Charter.

Article 23. Obligations and Responsibilities of the General Director (Director)

The General Director (Director) has the following obligations and responsibilities before the Board of Directors and the law for managing the company:

1. Fulfilling the assigned rights and duties honestly and diligently for the benefit of the company.

2. Not misusing their position and powers, using company assets for personal gain or others; not lending company assets to others; not disclosing company secrets without the Board of Directors' approval.

3. When a company fails to pay its debts and other financial obligations due, it shall:

a) Notify all creditors of the company's financial situation;

b) Not increase salaries nor distribute profits as bonuses to employees, including managers;

c) Be personally liable for damages to creditors resulting from non-compliance with the obligations set forth in points a and b of this clause;

d) Propose measures to address the company's financial difficulties.

4. In case of violation of the Company Charter, making decisions beyond authority, abusing power causing damage to the company and the State, they shall be responsible for compensating for the damage caused according to the provisions of the law and the Company Charter.

5. In case of managing the company without achieving business performance targets agreed upon in contracts, causing the company to incur losses, lose capital, fail to ensure the minimum wage for workers, or cause management violations regarding capital, assets, accounting systems, auditing, and other systems prescribed by the owner, they will not receive bonuses or be subject to legal penalties.

6. In case of implementing investment projects not in accordance with plans, schedules, and quality standards leading to company losses, they may be dismissed or required to compensate for damages according to the law, depending on the severity.

7. Other obligations as prescribed by law and the Company Charter.

Section II. Management Organization of the Company under the Chairman Model

"d) Within no more than one working day from the date of receiving the dossier submitted for administrative procedures by the specialized agency assigned by the Provincial People's Committee, the Chairman of the Provincial People's Committee shall issue a notification of the result of the inspection of plant-based food exports or a certificate at the request of the importing country.". Chairman of the Company

1. The Chairman of the Company is appointed by the company owner for a fixed term.

The Chairman of the Company performs the function of managing the company and is responsible to the appointer and the law for the development of the company in accordance with the objectives set by the company owner.

2. The Chairman of the Company has the following rights and duties:

a) Decide on the annual business plan of the company;

b) Appoint, dismiss, remove from office, and determine the salary and other benefits for the General Director of the company after obtaining the approval of the company owner;

c) Appoint, dismiss, reward, and discipline Deputy General Directors based on the proposal of the General Director;

d) Determine the organizational structure, internal management regulations, and staffing of the company's management body;

đ) Decide on investment projects of the company within the scope defined by the company owner;

e) Decide on purchase, sale, loan, and lending contracts with a value below 50% of the total asset value recorded in the company's accounting books or another lower ratio as stipulated in the Company Charter;

g) Approve the annual financial settlement; the profit distribution plan or loss handling during business operations proposed by the General Director for submission to the company owner for approval; implement public disclosure of financial reports as prescribed by the Government;

h) Supervise the General Director in the execution of their rights and duties;

i) Propose the company owner to decide on issues exceeding the Chairman's authority;

k) Implement decisions made by the company owner;

l) Report to the company owner on the results and operational status of the company;

m) Other rights and duties as prescribed by law and the Company Charter.

3. The Chairman of the Company must meet the criteria and fulfill the obligations prescribed in Article 16 of this Decree.

4. The Chairman of the Company is entitled to receive a salary as prescribed in Clause 1 of Article 19 of this Decree.

Article 25. The General Director of the company and the supporting staff

1. The Chairman of the company may concurrently serve as the General Director or appoint another person to serve as the General Director for a fixed term upon approval of the company's owner.

The General Director is responsible to the Chairman of the company and the law for managing the company's operations. In cases where the Company Charter does not stipulate that the Chairman is the legal representative, the General Director shall be the legal representative of the company.

The General Director receives an annual salary and bonuses corresponding to the company's operational performance.

2. The Deputy General Director is appointed for a fixed term by the Chairman of the company at the recommendation of the General Director.

The Deputy General Director assists the General Director in managing the company according to the division of responsibilities and authorization granted by the General Director; is responsible to the General Director for tasks assigned or authorized by the General Director.

3. The office and specialized departments have the function of advising and assisting the Chairman of the company and the General Director in management and operation.

Article 26. Powers and duties of the General Director

The General Director of the company has the following powers and duties:

1. Deciding on issues related to the daily operations of the company.

2. Organizing the implementation of business plans and investment projects of the company.

3. Deciding on the appointment, dismissal, rewards, punishments, salaries, and allowances for managerial positions within the company, except those positions appointed, dismissed, rewarded, or punished by the Chairman of the company; deciding on the salaries and allowances for employees within the company.

4. Determining purchase prices, sale prices of products and services according to the classification of the Chairman of the company; representing the company in signing civil and economic contracts according to the classification and authorization of the Chairman of the company.

5. Developing the company's development strategy, long-term and annual plans, capital mobilization schemes, investment projects, joint venture schemes, and organizational management proposals.

6. Proposing to the Chairman of the company to appoint, dismiss, reward, and punish the Deputy General Director.

7. Inspecting subordinate units' compliance with internal standards, quotas, and unit prices.

8. Implementing decisions made by the Chairman of the company.

9. Reporting to the Chairman of the company on the results of the company's business operations.

10. Other rights and duties as decided by the Chairman of the company and the Company Charter.

11. Being subject to inspection and supervision by the Chairman of the company and the owner regarding the execution of the rights and duties prescribed by law.

12. The General Director of the company fulfills obligations as provided for in Article 23 of this Decree.

Chapter IV

IMPLEMENTING PROVISIONS

Article 27. Effective Date

This Decree takes effect fifteen days from the date of signature.

In case there is a discrepancy between the provisions of this Decree and the provisions of Government Decree No. 02/2000/NĐ-CP on business registration and Government Decree No. 03/2000/NĐ-CP dated February 3, 2000, guiding the implementation of certain articles of the Enterprise Law, the provisions of this Decree shall apply.

Article 28. Responsibility for Implementation

1. The Ministries of Planning and Investment, Finance, Labor, Invalids and Social Affairs, and the Government Organization and Cadre Management Board are responsible for guiding the implementation of this Decree.

2. Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, Chairmen Within 10 working days from the date of receipt of the dossier as mentioned in Sub-clause b, Clause 1, Article 3 above, the Ministry of Foreign Affairs will review and submit to the competent authority for decision (Issues exceeding the Ministry of Foreign Affairs' jurisdiction will be referred to the Prime Minister for consideration and decision).Provincial People's Committees, municipal people's committees directly under the central government, and organizations acting as owners or authorized representatives of the single-member limited liability company are responsible for implementing this Decree.

The Ministry of Planning and Investment is responsible for monitoring the implementation of this Decree./.