Circular No. 79/2011/TT-BTC Issuing the Charter on the Organization and Operation of the Vietnam Asset Management Company Limited (One Member Joint Stock Company)

CIRCULAR

Issuing the Charter on the organization and operation of the single-member limited liability company for debt buying and selling in Vietnam.

limited one-member debt purchase Vietnam

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Pursuant to the Enterprise Law 2005;

Pursuant to the Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 25/2010/NĐ-CP dated March 19, 2010 of the Government on the conversion of state-owned enterprises into single-member limited liability companies and the management of single-member limited liability companies owned by the State.

Pursuant to Decision No. 109/2003/QĐ-TTg dated June 5, 2003 of the Prime Minister on the establishment of the Company for Debt Purchase and Sale and the Disposal of Business Assets.

Pursuant to Decision No. 1494/QĐ-BTC dated June 30, 2010 of the Minister of Finance approving the project to convert the Company for Debt Purchase and Sale and the Disposal of Business Assets into the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam owned by the State.

The Ministry of Finance hereby promulgates the Charter on the organization and operation of the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam owned by the State as follows:

Chapter 1.

GENERAL PROVISIONS

Article 1. Conversion and Operation.

The Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam was converted pursuant to Decision No. 1494/QĐ-BTC dated June 30, 2010 of the Minister of Finance based on restructuring the Company for Debt Purchase and Sale and the Disposal of Business Assets established pursuant to Decision No. 109/2003/QĐ-TTg dated June 5, 2003 of the Prime Minister (hereinafter referred to as the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam or the Company).

The Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam shall be organized and operate in accordance with the provisions of the Enterprise Law, relevant legal documents, and the Charter on organization and operation stipulated in this Circular.

Article 2. Name of the enterprise, main office, and legal personality.

1. Name of the enterprise and main office.

- Name after conversion: Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam.

- Trade name: Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam.

- International trade name: Viet Nam Debt and Asset Trading Corporation.

- Abbreviation: DATC.

- Type of enterprise: Single-Member Limited Liability Company owned by the State.

- Authority exercising the rights and obligations of the State owner: Ministry of Finance of Vietnam.

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

- Legal representative: General Director of the company.

- Website: www.datc.vn

- Email: [email protected]

- Telephone: 844-394.54.738; Fax: 844-394.54.737.

2. The main office of the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam is located in Hanoi City, with branches, representative offices, independent accounting units, and affiliates both domestically and internationally.

3. The Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam has legal personality under Vietnamese law, operates independently economically, has its own seal, and can open accounts at the State Treasury, financial and credit organizations both domestically and internationally in accordance with the law.

4. The Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam has its own capital and assets, and bears limited civil liability within the scope of the capital assigned by the owner.

5. The Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam is a special state-owned enterprise according to Decision No. 55/2004/QĐ-TTg dated April 6, 2004 of the Prime Minister.

Article 3. Registered Capital and Operating Capital.

1. The registered capital of the company is 2,481 billion VND (Two thousand four hundred eighty-one billion VND).

2. Increase in registered capital: During the course of operations, the registered capital of the company may be adjusted upward to meet operational needs. The increase in registered capital shall be decided by the Ministry of Finance in compliance with the law and this Charter.

When there is a change in registered capital, the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam must adjust the registered capital in the business registration certificate and announce information in accordance with regulations.

3. The operating capital of the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam includes: registered capital provided by the State, borrowed funds, raised funds, and other lawful sources to fulfill assigned tasks.

Article 4. Business Activities.

1. Purchasing debts and surplus assets of enterprises (including land use rights used as collateral for debts).

2. Accepting and processing debts and assets excluded from the value of enterprises when implementing ownership transfer of state-owned enterprises.

3. Processing purchased and accepted debts and assets in accordance with regulations.

4. Consulting and brokerage services for debt and asset disposal.

5. Engaging in other business activities as prescribed by law.

Article 5. Organizational Structure, Management, Supervision, and Control.

The Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam is wholly owned by the State. The management, supervision, and control structure includes: Board of Members, Inspector, General Director, Deputy General Directors, Chief Accountant, and supporting staff.

The management, supervision, and control of enterprises with capital contributions from the Company shall be carried out in accordance with the law and the charter of those enterprises.

Article 6. Political and Social-Political Organization Activities.

The Communist Party of Vietnam organization in the Company operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and regulations of the Communist Party of Vietnam.

The Trade Union and other social-political organizations in the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam operate in accordance with the Constitution and laws of the State and the regulations of those organizations.

Article 7. Definitions

1. "Debt Creditor" refers to organizations and individuals who have receivables.

2. "Debt Debtor" refers to organizations and individuals who have payables.

3. "Asset Owner" refers to organizations and individuals who have ownership rights over assets.

4. "Debt Purchase Plan" is a plan developed by the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam to purchase one or more receivables of one or more debt creditors.

5. "Asset Purchase Plan" is a plan developed by the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam to purchase one or more assets of one or more asset owners.

6. "Enterprise Restructuring Plan through Debt Purchase Activity" is a plan developed by the Single-Member Limited Liability Company for Debt Purchase and Sale of Vietnam to restructure and restore the operations of enterprise debtors to collect debts from purchasing one or more receivables of those debtors.

7. "Debt Obligation Reduction" is a measure to eliminate part of the debt repayment responsibility of debtors approved by competent authorities in accordance with the law.

8. "Purchase cost of debt" means the total acquisition costs of debt up to the time of debt responsibility reduction, including: the actual purchase price of debt plus (+) reasonable and lawful expenses related to the purchase of the debt (including interest on borrowed funds for purchasing debt, anticipated interest on the actual purchase amount if deposited with credit institutions, banks) and business management costs incurred and allocated (if any).

Chapter 2.

TASKS, LIMITATIONS AND OBLIGATIONS

Article 8. Business tasks.

1. Purchase debts and assets from creditors and asset owners (including assets and land use rights used as collateral for debts).

a) Debt and asset purchase targets: are debts and assets that creditors and asset owners wish to sell to Vietnam Asset Management Corporation.

Vietnam Asset Management Corporation is responsible for using at least 70% of its total investment capital to purchase debts and assets from state-owned enterprises with 100% state share capital undergoing restructuring, ownership transfer, and financial health improvement during their operations.

The purchase of debts and assets must ensure the ability to recover capital and be effective according to the approved plan.

b) Forms of debt and asset purchase:

- Directly negotiate with creditors and asset owners.

- Participate in auctions and bidding to purchase outstanding debts and assets.

- Implement purchases as directed by the Prime Minister.

c) Principles in debt and asset purchase activities:

- The debt and asset purchase plan must ensure economic efficiency, have a feasible capital recovery plan, and preserve and develop the capital of the corporation.

- Purchases of debts and assets can only be carried out when there is an approved plan by the competent authority and must comply with legal regulations and the debt purchase procedures issued by the Board of Directors.

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

- In cases where debt purchases are directed by the Prime Minister, the Board of Directors (or General Director based on delegation and authorization) shall implement based on specific debt and asset purchase plans consistent with the Prime Minister's directives.

- Do not purchase debts and assets in the following situations:

+ Debts and assets lacking sufficient legal documentation to prove creditor rights or asset ownership.

+ Debt and asset handling lacking feasibility and effectiveness.

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

d) Purchase price of debts and assets: The purchase price of debts and assets is determined based on the actual recovery potential of the debts and assets when liquidating the enterprise or selling off debts and assets, after deducting reasonable and lawful related expenses (including fees for consulting services to value purchased debts and assets); taking into account the profitability when restructuring and converting debtor enterprises into joint-stock companies with Vietnam Asset Management Corporation's contribution through debt conversion into equity.

2. Acceptance and processing of debts and assets excluded from enterprise value when implementing state-owned enterprise restructuring and ownership transfer.

The acceptance and processing of debts and assets excluded from enterprise value when implementing state-owned enterprise restructuring and ownership transfer according to the decision of the competent authority must ensure complete documentation, physical assets (for assets) clearly recorded in the handover record, and comply with state regulations on state-owned enterprise restructuring and ownership transfer. If there is insufficient documentation or no remaining assets, Vietnam Asset Management Corporation shall notify the authority deciding on ownership transfer of the reasons for non-acceptance and propose solutions according to regulations.

3. Acceptance and processing of debts and assets as directed by the Prime Minister: The acceptance and processing of debts and assets as directed by the Prime Minister shall be carried out according to the principles stipulated in Clause 2 of Article 8 of this Circular. In case of difficulties or obstacles in accepting and processing debts and assets as directed, or by the Prime Minister, the company shall report to the Ministry of Finance for consideration and resolution, or report to the Prime Minister for decision.

4. Handling purchased debts and assets received through the following methods:

a) Organize direct debt collection or through other organizations providing legal debt collection services in Vietnam. During the debt collection process, depending on the situation, the company may consider and handle the following forms:

- Reorganizing repayment terms through debt write-offs, extensions, and other measures suitable for the debtor's repayment capacity.

- In cases where the enterprise fully repays the principal within 12 months from the date of debt purchase, the company's Board of Directors may consider waiving interest on loans according to the repayment schedule but must ensure the effectiveness of the debt purchase plan.

- Adjusting the interest rate of the debt to suit the debtor's repayment capacity, specifically:

+ For debts where the debtor is a 100% state-owned enterprise linked to restructuring and ownership transfer, the adjusted interest rate must not be lower than the announced state interest rate for investment credit in each period.

+ For debts of other entities, the adjusted interest rate must not be lower than the announced state interest rate for investment credit in each period plus (+) 1%/year.

- Reorganizing the enterprise together with converting debts and assets into Vietnam Asset Management Corporation's equity contributions. In this case, Vietnam Asset Management Corporation is permitted to reduce the debtor's repayment obligations at the time of implementing the reorganization and ownership transfer plan according to the principle:

+ The debt purchase plan approved by the competent authority clearly states that the purpose of purchasing debt is to restructure the debtor enterprise and implement ownership transfer.

+ There shall be a plan to divest capital to recover investment capital after converting debt into contributed capital within a maximum period of not more than five years from the date of purchasing the debt. In case the divestment has not been carried out within the five-year period, the company must report to the Ministry of Finance the reasons and measures for handling in the subsequent period.

+ The reduction of debt obligations must be linked to the scheme of converting debt into contributed capital approved by the competent authority. The maximum amount of debt cancellation shall not exceed the negative equity on the most recent audited financial statement of the debtor by an independent auditing organization and shall not exceed the difference between the book value of the purchased debt and the purchase cost of the debt at the time of deciding to reduce the debt repayment liability.

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

+ There must be evidence proving that the debtor does not have the ability to repay part or all of the debt at the time of restructuring the enterprise.

+ Debts and assets converted into contributed capital must be valued by an appraisal organization established and operating in accordance with the provisions of the law.

+ The conversion of debts and assets into contributed capital must be agreed upon uniformly by the owner of the debtor enterprise in accordance with the provisions of the law.

+ At the end of the process of restructuring the debtor enterprise, the Vietnam Asset Management Corporation shall be responsible for requesting the debtor enterprise to confirm the continued debt and organize the collection of debts according to the plan committed by both parties.

b) Selling debts and assets acquired through direct negotiation, competitive bidding, or public auction in accordance with the provisions of the law. The Vietnam Asset Management Corporation may apply direct negotiation after conducting a public auction or competitive bidding in accordance with the regulations but without success.

c) Maintaining, repairing, and upgrading assets acquired for sale, leasing, investment, organizing production and business, joint exploitation of assets.

5. Consulting, brokerage services for debt and asset management and other related service activities:

- Consulting and brokerage for organizations and individuals in buying and selling debts and assets, recovering debts, managing debts and assets; mergers and acquisitions, restructuring enterprises;

- Conducting valuation and auction activities in accordance with the provisions of the law.

6. Implementing investment activities (including investments outside the enterprise) in accordance with the provisions of the law and this Charter on the principle of efficiency, preservation, and development of state capital.

When purchasing shares or convertible bonds for the right to subscribe based on the number of shares held in joint-stock companies, the Vietnam Asset Management Corporation shall consider and decide on the principle of effectiveness and have a plan to divest capital to recover investment capital.

Article 9. Powers regarding organizational structure.

1. Organizing a management and business structure suitable for the objectives and tasks assigned by the State.

2. Establishing Branches, Representative Offices, independent accounting units, dependent units, specialized departments of the Company in accordance with the requirements of business operations and the provisions of the law.

3. Hiring, employing, arranging, using, training, rewarding, disciplining employees, selecting remuneration forms, determining salary levels based on operational performance, and other rights of employers in accordance with the Labor Code and other legal regulations.

4. Dispatching Company staff abroad for work, study, and survey in accordance with the law.

Article 10. Powers regarding business operations:

1. Actively engaging in business areas consistent with registered business fields and State tasks; expanding the scale of business according to capacity and period-specific tasks in line with the approved business development strategy by the owner in compliance with the law.

2. Using legitimate capital and funds of the Company for business operations on the principle of efficiency, preservation, and development of capital.

3. Applying various methods of raising capital for business expansion in accordance with the law (including issuing bonds to purchase specific large-value debts with collateral).

4. Receiving support costs from the State when performing debt and asset management tasks as directed by the competent authority; enjoying subsidy, price support, or other preferential policies of the State when performing State-assigned tasks (if applicable).

5. Using profits to establish development investment funds and other funds after fulfilling State obligations in accordance with the law and the Financial Regulations of the Company approved by the Ministry of Finance.

6. Utilizing relevant information and data to perform assigned tasks and being responsible for managing and using such data and information in accordance with the law.

7. Requesting state-owned enterprises that have been reorganized and transferred ownership to exclude when determining the value of the enterprise along with related documents when transferring debts and assets.

8. Participating with organizations and enterprises in formulating and implementing restructuring plans to restore operations for debtor enterprises.

9. Using third-party services for reference and evaluation in activities of buying, receiving, managing debts and assets and other activities.

10. Studying and applying or proposing to competent state agencies to amend and issue mechanisms and policies related to debt and asset management and other related business areas in compliance with the law.

11. Cooperating with domestic and international organizations in the field of debt and asset management and other related areas in accordance with the law.

12. Performing the rights stipulated in the Enterprise Law and other regulatory legal documents.

Article 11. Obligations in operations.

The Vietnam Asset Management Corporation shall be responsible for fully performing its obligations in accordance with the law and the following obligations:

1. Accepting and utilizing capital, resources, land, and other resources allocated by the State for business operations and performing State-assigned tasks on the principle of efficiency, preservation, and development of state capital.

2. Fulfilling tax obligations and other payments to the state budget as prescribed by law.

3. Fulfilling obligations towards employees as prescribed by the Labor Code and other relevant laws.

4. Implement the statistical reporting system, financial accounting, and regular reports in accordance with state regulations; be responsible for the authenticity of the reports.

5. Organize management, control, and operation to effectively utilize capital and resources assigned by the state and other resources in the company's activities.

6. Be subject to supervision by the owner and the owner's representative; comply with inspection and audit regulations set forth by financial authorities and other competent state agencies as stipulated by law.

7. Publicly disclose annual financial reports and other information about the company's operations as required by the state.

Provide customers with information related to the company's purchase and sale of debts and assets upon customer request and in compliance with the company's business confidentiality rules.

Chapter 3.

STATE OWNER

Article 12. State owner.

The Government uniformly organizes the implementation of the rights and obligations of the state owner towards a single-member limited liability company held by the state with 100% of the charter capital. The Ministry of Finance, pursuant to the Government's assignment, implements the rights and obligations of the state owner towards the Vietnam Asset Management Corporation.

The Ministry of Finance delegates to the Board of Members of the Vietnam Asset Management Corporation the implementation of certain rights and obligations of the state owner at the company as provided for in this Charter.

Article 13. Rights and obligations of the owner.

The rights and obligations of the owner towards the Vietnam Asset Management Corporation are implemented according to Article 64, Article 65, and Article 66 of the Enterprise Law and related guiding documents.

Article 14. Content of management and supervision by the owner.

The Ministry of Finance manages and supervises the activities of the Vietnam Asset Management Corporation in accordance with Article 31 of Decree No. 25/2010/NĐ-CP dated March 19, 2010, issued by the Government, and relevant laws.

Chapter 4.

ORGANIZATIONAL STRUCTURE, MANAGEMENT, CONTROL AND OPERATIONS

Article 15. Functions of the Board of Members.

1. The Board of Members is the corporate management body, acting on behalf of the company's owner to implement certain rights and obligations of the owner; has the right to act on behalf of the company to implement the company's rights and obligations; is responsible under the law and to the owner for the implementation of the rights and tasks assigned according to the Enterprise Law, relevant laws, and this Charter.

2. The Board of Members is responsible to the owner and the law for all activities and development of the company according to the goals and tasks assigned.

3. The Board of Members has duties and powers as prescribed in Clause 17 of this Circular.

Article 16. Composition, term, and criteria for Board of Members members.

The Board of Members shall consist of not more than five members appointed by the Minister of Finance, including one member appointed as Chairman of the Board of Members.

1. The term of office of Board of Members members shall not exceed five years. Board of Members members may be reappointed.

Board of Members members shall be relieved of their positions or replaced in the following cases:

a) Failure to comply with decisions of the owner;

b) Violation of the law to the extent that they are prosecuted, convicted by a court judgment or decision that has become legally binding;

c) Lack of capability or qualifications to undertake the assigned work; loss or restriction of civil capacity;

d) Resigning and being approved in writing by the competent authority in accordance with the law;

đ) When there is a decision to transfer or assign other work;

e) Retirement;

g) Being dishonest in exercising powers or abusing position and powers for personal gain or for others;

h) When the company fails to complete assigned tasks or targets without providing acceptable reasons and obtaining the owner's approval;

i) Other cases decided by the company owner in accordance with the company Charter.

Within thirty working days from the date the Ministry of Finance makes a decision to relieve or replace a Board of Members member, the Board of Members shall be responsible for submitting to the Ministry of Finance for consideration and appointment of a replacement member.

2. Criteria for Board of Members members shall be applied according to Clause 2 of Article 21 of Decree No. 25/2010/NĐ-CP dated March 19, 2010, issued by the Government, and current relevant laws.

Article 17. Duties and powers of the Board of Members.

1. Organize the development and implementation of a long-term strategy; decide on long-term, medium-term, and annual plans of the company; decide on business cooperation plans among wholly-owned subsidiaries or subsidiaries with controlling shares through the use of the company's controlling rights in these enterprises;

2. Decide on the establishment and use of trademarks; market and technology development solutions; specialization division, cooperation, access, expansion, and information sharing between the company and its subsidiaries;

3. Decide on the establishment, restructuring, dissolution, and ownership conversion of wholly-owned subsidiaries; wholly-owned subsidiaries of subsidiaries held by the company with 100% of the charter capital; dependent units of the company; domestic and foreign branches and representative offices of the company in accordance with the law;

4. Decide on investment projects and construction projects with values up to 50% of the charter capital but not exceeding the highest limit of project group B as stipulated by the law on project management. For projects within the approval authority of the Minister of Finance, Prime Minister, Government, and National Assembly as stipulated by the law on investment and construction, the Board of Members must report to the competent authority for approval before implementing the investment;

5. Decide on debt purchase plans with values (based on the purchase price) up to 50% of the charter capital. For debt purchase plans exceeding the authority of the Board of Members, the Board of Members is responsible for reviewing, reporting to the Ministry of Finance for examination and approval.

6. Decide on the purchase, sale, lease, mortgage, pledge, liquidation, and transfer of assets and financial investments in accordance with the Ministry of Finance's guidelines on the financial mechanism of a state-owned single-member limited liability company;

7. Decide on market development strategies, marketing, and technology solutions;

8. Decide on the transfer of part or all of the shares of the Company invested in other enterprises in accordance with the provisions of the law;

9. Approve loan contracts and deposit contracts at banks and credit organizations with a value of up to 50% of the registered capital;

10. Decide on the organizational structure, business operation plans, annual labor and salary plans, internal management regulations of the Company, and staffing for the management apparatus;

11. Decide on the appointment, dismissal, removal from office, rewards, disciplinary actions, salary levels, and other benefits for the General Director after obtaining written approval from the Minister of Finance;

Decide on the appointment, dismissal, removal from office, salary levels, and other benefits for Deputy General Directors, Chief Accountants of the Company upon the proposal of the General Director;

Approve personnel plans for the General Director to decide on the appointment, dismissal, removal from office, salary levels, and other benefits for Branch Managers, Centers, Heads of Representative Offices, and Heads of independent accounting units, dependent units, and positions such as Office Chiefs, Department Heads, and equivalent positions within the Company;

12. Appoint representatives of the Company's shareholding and participation in the supervisory board of other enterprises upon the proposal of the General Director;

13. Decide on the following matters concerning companies with controlling stakes held by the Vietnam Asset Management Corporation:

a) For single-member limited liability companies owned by the Company (holding 100% of the registered capital): decide on the application of the management structure of the Board of Members or the Chairman of the Company; the number and composition of Board of Members members; appoint, dismiss, remove from office, reward, discipline, and remuneration or salary levels for Board of Members members, the Chairman of the Company, and Supervisors; approve the Articles of Association, amendments, and supplements to the Articles of Association of the company; objectives, directions, development strategies, long-term plans, additions to business sectors, adjustments to registered capital, investment projects, purchase and sale contracts, loan contracts, and other contracts within the authority of the company owner; approve annual settlement reports and profit distribution plans after tax of the company;

b) For joint-stock companies and limited liability companies with two or more members holding controlling stakes or significant shares of the Company: direct the representative of the Company to exercise controlling rights or veto powers in approving the Articles of Association, amendments, and supplements to the Articles of Association of the company; objectives, directions, development strategies, long-term plans, additions to business sectors, investment projects, purchase and sale contracts, loan contracts, and other contracts within the authority of the Board of Directors or the Board of Members; raising additional shares or contributions; approve annual settlement reports and profit distribution plans after tax of enterprises with controlling stakes or significant shares of the Company;

14. For Branches and dependent accounting units: approve the charter of organization and operation, operational regulations of Branches and dependent accounting units;

15. Monitor and supervise the General Director; the Chairman and members of the Board of Members, Supervisors of single-member limited liability companies owned by the Company, and representatives of the Company's shareholding in other enterprises in performing their functions and duties;

16. Implement decisions approved by the Company's owner;

17. Approve the Company's financial report (after receiving the audit report from an independent auditor); plans for using profits after completing tax obligations and other financial obligations of the company; plans for handling losses during business operations according to the law (if applicable);

18. Report to the Company's owner on the results and business operation situation of the Company;

19. Be responsible before the Company's owner and the law for the performance of their powers and duties;

20. Decisions of the Board of Members on the following matters must be approved by the owner:

a) Decisions on the development strategy, long-term and medium-term plans of the company; investment portfolios, main business sectors, and unrelated business sectors; adjustments and additions to the main business sectors of the company; high-risk industries, fields, areas, and projects;

b) Approve investment projects; purchase and sale contracts, loan contracts, and other contracts exceeding the limits specified in Clause 4, Clause 5, Clause 6, and Clause 9 of this Article;

c) Decisions stipulated in Clause 3 of this Article; investment contributions to other companies; changes in ownership structures of subsidiaries that result in loss of control by the company;

d) Decisions on the appointment, dismissal, and removal from office of the General Director;

21. Decide on restructuring debt terms, adjusting interest rates on loans, and waiving repayment responsibilities for debtors within the authorized scope as prescribed in Article 8 of this Circular;

22. Delegate authority to the General Director to make decisions on related matters within the scope of authority as prescribed by law;

23. Other rights and duties as assigned by the owner and prescribed by law;

Article 18. Chairman of the Board of Members

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

1. Represent the Board of Members to sign and accept capital, land, natural resources, and other resources transferred by the owner;

2. Prepare or organize the preparation of programs and plans for the activities of the Board of Members;

3. Prepare or organize the preparation of agendas, contents, and meeting materials for the Board of Members meetings or to solicit opinions from members;

4. Summon and chair Board of Members meetings or organize the solicitation of opinions from members;

5. Supervise and organize the supervision of the implementation of Board of Members decisions; have the right to suspend decisions of the General Director that contravene Resolutions and Decisions of the Board of Members.

6. Sign Decrees and Resolutions of the Board of Members on behalf of the Board of Members;

7. Supervise and monitor the activities of the General Director.

8. Other rights and duties as prescribed by law and assigned by the company's owner.

9. The Chairman of the Board of Members is responsible for organizing the implementation of the tasks and powers of the Board of Members as stipulated in Article 17 of this Circular.

10. Shall be accountable to the company's owner for explaining delays or failure to sign Resolutions of the Board of Members.

Article 19. Working regime of the Board of Members.

1. The Board of Members operates under a collective system, holding regular quarterly meetings to review and decide on matters within its authority. The Board of Members may hold extraordinary meetings to address urgent issues of the company. Extraordinary meetings can be convened by the Chairman of the Board of Members or more than 50% of the total number of members of the Board of Members upon proposal, or at the request of the General Director; the Chairman of the Board of Members or a person authorized by the Chairman of the Board of Members shall convene and chair the meeting.

2. Meetings of the Board of Members are considered valid when at least two-thirds of the total number of members are present. Resolutions and decisions of the Board of Members become effective when more than 50% of the total number of members present vote in favor, in case of equal votes, the side with the Chairman's vote prevails. Board of Members members have the right to reserve their opinions but must still comply with Resolutions and Decisions passed by the Board of Members and have the right to make recommendations to the owner; When discussing matters related to important local issues, the Board of Members may invite representatives of relevant local authorities to attend if necessary; in cases involving the rights and obligations of employees in the company, representatives of the company's trade union must be invited to attend. Representatives of invited agencies and organizations have the right to express their opinions but do not participate in voting.

The Board of Members may adopt decisions through a written opinion solicitation process.

3. The conclusions of the Board of Members' meetings must be recorded in minutes and signed by all attending members of the Board of Members. Resolutions and decisions of the Board of Members are binding on the company.

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

5. The Board of Members has a Secretariat Department consisting of a head, deputy head, and specialists to assist.

Article 20. Rights and responsibilities of Board of Members members.

1. Full-time members of the Board of Members enjoy salary and bonus systems corresponding to the annual production and business results of the company.

2. Board of Members members shall not establish private enterprises, limited liability companies, or joint-stock companies in their personal capacity; they shall not hold managerial positions in private enterprises, limited liability companies, or joint-stock companies, except in cases where they are appointed as representatives or directly manage the company's investment capital in other enterprises; they shall not enter into economic contracts with private enterprises, limited liability companies, or joint-stock companies where their spouse, father, mother, children, brothers, or sisters are owners or hold managerial positions in those organizations.

3. Spouses, fathers, mothers, children, brothers, or sisters of the Chairman of the Board of Members, Board of Members members, and General Director shall not hold the position of Chief Accountant or Cashier at the company and its branches.

4. Board of Members members shall be responsible before the appointing authority and the law for the Resolutions and Decisions of the Board of Members, the results and effectiveness of the company's operations; in case of failing to complete assigned tasks, violating the Company Charter, making decisions beyond their authority, abusing power causing damage to the company and the state, they must bear responsibility and compensate for material losses caused by themselves according to the law.

A Board of Members member who reserves their opinion (does not agree with the Resolution or Decision of the Board of Members) will not be held responsible if there is loss incurred when implementing the Resolution or Decision of the Board of Members.

5. The Chairman of the Board of Members implements the rights and duties as prescribed in the Enterprise Law 2005 and this Charter.

Article 21. Inspector

1. The number of full-time Auditors does not exceed three members appointed, relieved from duty by the Minister of Finance, including one Auditor designated to oversee planning, assigning, and coordinating the work of the Auditors. The term of office of the Auditor is a maximum of three years and may be reappointed.

2. The Auditor is responsible before the law and the Minister of Finance for performing their rights and duties.

3. The Auditor has the following tasks:

a) Verify the legality, honesty, and diligence of the Board of Members, the Chairman of the Board of Members, and the General Director in fulfilling the rights and obligations of the owner, in managing and operating the company's business;

b) Review financial statements, business situation reports, management evaluation reports, and other reports before submitting them to the company's owner or relevant state agencies;

c) Recommend solutions to amend, supplement, and restructure the management and operation of the company's business to the company's owner representative;

d) Other tasks assigned by the company's owner representative or a person authorized by them.

4. The auditor has the right to examine any file or document of the Company at its headquarters or branches, centers, representative offices. The Chairman of the Board of Members, members of the Board of Members, General Director, and other managers are obligated to provide full and timely information about the exercise of ownership rights, management, operation, and business activities of the Company upon the request of the auditor.

5. The auditor must meet the criteria and conditions stipulated in Clause 4, Article 71 of the Enterprise Law and relevant laws.

Article 22. General Director.

1. The General Director is the legal representative of the company, responsible for managing the daily operations of the Company in accordance with the objectives, plans, Resolutions, and Decisions of the Board of Members consistent with the Articles of Association of the Company; he/she is accountable to the Board of Members and the law for the performance of assigned rights and duties.

2. The General Director is appointed by the Board of Members following a written consensus from the Minister of Finance.

The term of office of the General Director shall not exceed five years and may be reappointed.

3. The General Director has the following authorities and responsibilities:

a) To effectively utilize, preserve, and develop capital according to the plan approved by the Board of Members.

b) To decide on investment plans, plans to buy and sell debts, assets, economic contracts, capital raising, investment projects, contributions, plans to buy, sell, lease, and liquidate assets of the Company within the scope of authorization granted by the Board of Members.

To draft internal regulations, plans to buy and sell debts and surplus assets, restructuring repayment terms, loan contracts, investment projects, contribution plans, plans to buy, sell, lease, and liquidate assets exceeding authority, report to the Board of Members for decision-making or for submission to competent authorities for approval, implement approved plans, and be accountable to the Board of Members and competent authorities regarding the results.

c) To draft long-term and annual development strategies, investment projects, organizational management plans, labor training plans, measures to implement signed contracts, report to the Board of Members for decision-making within their authority or for submission to the owner for decision-making, organize the implementation of strategies, plans, schemes, projects, and measures that have been approved.

d) To organize and manage all activities of the Company; implement Resolutions and Decisions of the Board of Members and state management agencies concerning the Company's business activities and financial reporting systems as prescribed; implement the Company's financial transparency system as prescribed by law; propose profit distribution and utilization plans to the Board of Members.

đ) To propose the Board of Members to decide on the appointment, dismissal, salary levels, and other benefits, rewards, and disciplinary actions for Deputy General Directors and Chief Accountants.

To report to the Board of Members for approval of personnel plans before deciding on the appointment or dismissal of Branch Directors, Center Directors, Representative Office Chiefs, and heads of independent accounting units, including positions such as Chief of Office, Heads of Departments, and equivalent positions at the Company.

To decide on the appointment and dismissal of positions such as Deputy Heads of Departments, Deputy Directors, Deputy Offices, Department Chiefs, Deputy Department Chiefs, and equivalent positions at specialized departments, branches, centers, representative offices, and dependent accounting units according to established principles and procedures for appointing officials.

e) To propose organizational management plans for the Company, including adjustment plans when changing the management structure of the Company and its branches, centers, representative offices, and dependent accounting units, for approval by the Board of Members.

g) To draft and submit economic norms, labor norms, cost norms, democratic regulations, labor regulations, wage regulations, and wage payment plans based on business performance and assigned task completion, reward and disciplinary regulations applicable within the Company, for approval by the Board of Members.

h) To be responsible for the business results of the Company; to be accountable to the Minister of Finance, the Board of Members, and the law for the performance of assigned tasks within the scope of responsibility.

i) To direct the support staff to provide complete documents as required by the Board of Members and the auditor; prepare documents for Board of Members meetings.

k) To be subject to inspection and supervision by the Board of Members, the auditor, and state management agencies regarding compliance with laws and the Articles of Association.

l) To apply emergency measures beyond authority in urgent situations (natural disasters, epidemics, fires, accidents), and be responsible for those decisions while immediately reporting to the Board of Members and competent state agencies for further action.

m) To propose the Board of Members to issue decisions to appoint representatives of the Company's shareholding in other enterprises (including participation in supervisory boards of other enterprises).

To issue internal management regulations for the Company.

o) To sign contracts on behalf of the Company.

p) To submit annual financial settlement reports to the Board of Members.

q) To recruit employees in accordance with the law and the Articles of Association.

4. The General Director must meet the criteria and conditions stipulated in Clause 3, Article 70 of the Enterprise Law, specifically:

a) To be a resident of Vietnam.

b) To possess full civil capacity and not be among the prohibited categories for managing enterprises under the Enterprise Law.

c) To have good health, moral character, honesty, integrity, knowledge of the law, and a sense of compliance with the law.

d) Not to be related to Board of Members members or persons directly authorized to appoint the General Director.

đ) To have corresponding professional qualifications and practical experience in business management or in the main industries and trades of the Company.

5. The General Director shall be relieved of duty or replaced in the following cases:

a) Violating laws to the extent that they are prosecuted, convicted by a court with a judgment or decision that has taken legal effect;

b) Lacking the capability and qualifications to perform assigned tasks; losing or having restricted civil capacity;

c) Resigning and having such resignation approved in writing by the competent authority in accordance with the provisions of the law;

d) Having a decision on reassignment, retirement, or being assigned to another position;

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

e) Failing to implement Resolutions or Decisions of the Board of Members without providing a justifiable reason or obtaining approval from the Ministry of Finance after reporting;

Article 23. Relationship between the Board of Members and the General Director in management and operation.

1. When implementing Resolutions or Decisions of the Board of Members, if issues detrimental to the Company are discovered, the General Director shall report to the Board of Members for review and adjustment of the Resolution or Decision. The Board of Members must consider the proposal of the General Director. In case the Board of Members does not adjust the Resolution or Decision, the General Director still has to implement it but retains the right to reserve their opinion and make recommendations to the company's owner.

2. The Chairman of the Board of Members has the right to attend or appoint a representative of the Board of Members to attend regular meetings and preparatory meetings for proposals to be presented to the Board of Members chaired by the General Director. The Chairman of the Board of Members or the representative of the Board of Members has the right to express opinions but does not have the right to conclude the meeting.

3. Any decisions made by the General Director contrary to Resolutions or Decisions of the Board of Members or exceeding the authority delegated by the Board of Members will not be enforceable; concurrently, the General Director shall bear administrative responsibility and penalties prescribed by law for failing to implement Resolutions or Decisions of the Board of Members and for making decisions beyond their authority.

4. In case the General Director is not a member of the Board of Members, they may be invited to attend meetings of the Board of Members and have the right to express opinions but not to vote.

Article 24. Remuneration, salary, and other benefits for persons holding important managerial positions in the Company.

The Chairman of the Board of Members, members of the Board of Members, Supervisors, General Director, Deputy General Directors, Chief Accountant shall enjoy salary, remuneration, and other benefits according to the regulations of the law applicable to a limited liability company with one member owned by the State; the salary, remuneration, and other benefits of the Supervisor responsible for implementation shall follow the guidelines of the State.

Article 25. Supporting staff.

Supporting the General Director includes several Deputy General Directors, Chief Accountant, Office, specialized departments, branches, representative offices, and dependent accounting units.

1. Deputy General Directors assist the General Director in managing the Company according to the division of labor and authorization by the General Director, and are responsible to the General Director for the tasks assigned and authorized.

2. The Chief Accountant assists the General Director in directing and organizing the financial accounting and statistical work of the Company, performing duties and exercising rights as prescribed by law and the Company Charter.

3. The Office, specialized departments, branches, centers, representative offices, and dependent accounting units have the function of advising and supporting the Board of Members and the General Director in managing and operating the Company's business. The Board of Members stipulates the functions, tasks, and organizational structure of the supporting staff based on the proposal of the General Director.

Article 26. Financial-accounting mechanism.

1. Vietnam Asset Management Corporation implements accounting systems, accounting reports, financial statements, and statistical reports in accordance with relevant legal documents on financial accounting and the financial regulations approved by the Ministry of Finance.

Business activities of buying and selling debts and assets of the Company are carried out under market mechanisms, ensuring effective business operations, preserving and developing state capital at the enterprise.

2. The fiscal year of the Company begins on January 1st and ends on December 31st each year.

3. The Board of Members approves the annual financial settlement report to report to the Ministry of Finance and related agencies as prescribed by the State.

Chapter 5.

WORKING COLLECTIVE

Article 27. Forms of participation in management by employees.

Employees participate in managing the Company through the following forms and organizations:

1. The General Assembly or the Workers' and Staffs' Congress of the Company;

2. The Trade Union of the Company;

3. The People's Inspection Committee;

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

Article 28. Content of participation in management by employees.

Employees have the right to participate in discussions and provide opinions before the competent authority decides on the following matters:

1. Directions, tasks, plans, measures for developing production and business, restructuring the organizational structure of the Company;

2. Internal rules and regulations of the Company directly related to the rights and obligations of employees;

3. Measures for labor protection, improving working conditions, material and spiritual life, environmental hygiene, training, and retraining of employees of the Company;

4. Voting to survey signals for key positions in the Company.

5. Through the general assembly or workers' and staffs' congress and the trade union organization, employees have the right to discuss and vote to decide on the following matters:

a) Contents or amendments and supplements to the collective labor agreement to be signed by the representatives of the employee collective with the General Director;

b) Regulations on the use of welfare funds, rewards, and corporate plan targets directly related to the rights and obligations of employees in accordance with State regulations;

c) Evaluation of the results and program of activities of the People's Inspection Committee;

d) Electing the People's Inspection Committee.

Chapter 6.

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 29. Reorganization.

1. The reorganization of the Vietnam Asset Management Corporation shall be decided by the Minister of Finance.

2. In cases where the reorganization of the Company leads to changes in its legal form, business sector, or registered capital, the Company must complete registration procedures again or supplement its registration with the business registration authority.

3. The procedures for reorganizing the Company shall be carried out in accordance with the provisions of the law.

Article 30. Dissolution, Bankruptcy of the Company.

1. The Company shall be dissolved according to the decision of the owner.

2. The procedures for dissolving the Company shall be carried out in accordance with the provisions of the law.

3. The resolution of bankruptcy concerning the Company shall be implemented in accordance with the provisions of the law on bankruptcy.

Chapter 7.

IMPLEMENTING PROVISIONS

Article 31. This Circular takes effect 45 days from the date of signature and replaces Circular No. 33/2010/TT-BTC dated March 11, 2010, issued by the Ministry of Finance regarding the Charter on the organization and operation of the Company for purchasing and selling debts and surplus assets of enterprises.

Article 32. Matters not provided for in this Charter shall be implemented in accordance with current laws.

Any supplementation or amendment to this Charter shall be proposed by the Board of Members of the Company to the Minister of Finance for consideration and decision./.