Chương I Nghị định 48/2017/NĐ-CP: Những quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Interpretation

1. For the purposes of this Charter, terms used herein shall be construed as follows:

a) “State Capital Investment Corporation” (hereinafter referred to as SCIC) refers to an enterprise which is established under the Prime Minister’s decision; receives the state capital investment in its charter capital and is authorized to administer state capital invested in other enterprises in trust for Ministries, Ministry-level agencies, People’s Committees of provinces and centrally-affiliated cities;

b) “SCIC-controlled entity" refers to any dependent accounting unit belonging in the SCIC organizational structure;

c) “SCIC’s subsidiary” refers to a company that SCIC has established and in which SCIC is holding more than 50% of charter capital (except receiving companies prescribed in the Government’s regulations on SCIC’s functions, duties and operational mechanism);

d) “SCIC’s affiliate” refers to a company in which SCIC owns a portion of shares, except the company defined in point c of clause 1 of this Article (including receiving companies);

dd) “Representative of portion of SCIC’s capital contribution to another enterprise” refers to a person assigned or authorized by SCIC in writing to carry out SCIC’s rights and responsibilities over a part or the whole of SCIC’s shares at other enterprises, including persons that competent regulatory authorities designated as their representatives whom SCIC continues to accept and authorize to act as its representatives upon receipt of rights to represent state ownership interests in other enterprises (hereinafter referred to as representative).

2. Definitions of other terms used herein shall be the same as those in the Civil Code, the Corporate Law and other legislative instruments. The term “law” means Vietnamese law.

Article 2. Name and head office

1. Company’s name:

a) Vietnamese name: Tổng công ty Đầu tư và Kinh doanh vốn nhà nước;

b) English name: State Capital Investment Corporation;

c) Abbreviated name: SCIC.

2. Business type: Single-member limited liability company.

3. Head office:

a) SCIC has its head office located in Hanoi and its domestic and overseas branches, companies, representative offices and independent or dependent accounting entities;

b) Head office address: 23^rd floor, Charmvit building, 117 Tran Duy Hung street, Cau Giay district, Hanoi, Vietnam;

c) Website: http: //www.scic.vn;

d) Telephone: 84-4-38240703; Fax 84-4-62780136.

4. Logo:

SCIC’s logo is designed in brownish red, pale yellow and gray color and is registered according to the Registration Certificate No. 116473 issued by the National Office of Intellectual Property controlled by the Ministry of Science and Technology under the Decision No. 26963/QD-SHTT dated December 18, 2008.

5. The Prime Minister shall be accorded authority to make decisions on any change in SCIC’s name and head office as per law.

Article 3. Legal status and legal personality

1. SCIC shall be organized and operated in a form of a single-member limited liability company whose charter capital is wholly held by the State under the provisions of corporate laws and clauses of this Charter.

2. SCIC shall have its own legal personality, stamp and emblem and may hold Vietnamese dong and any other foreign currency accounts opened at the State Treasury, domestic and foreign banks under the provisions of relevant laws.

3. Regulations on SCIC's stamp and use thereof:

a) SCIC shall have 01 stamp of which the form and contents are subject to the decision issued by its Board of Directors;

b) SCIC’s Board of Directors and Director General shall be vested with authority to manage and use its corporate stamp under laws currently in force.

4. SCIC may have domestic and overseas branches, companies and representative offices.

Article 4. Business purposes and scope

1. Business purposes:

a) Do business for profit, preserve and appreciate state owner’s capital invested in SCIC and SCIC’s investments in other enterprises, and fulfill other duties assigned by state owner’s representatives;

b) Innovate its management approach, improve efficiency in management of state capital invested in enterprises.

2. Scope of business;

a) Core business lines:

- Invest capital and manage invested capital within its duties assigned by the Government and the Prime Minister;

- Obtain and exercise rights to represent state owners at enterprises according to the Government’s regulations;

- Continue to carry out corporate restructuring, equitization and sell shares under the state ownership at enterprises that SCIC has acquired in trust for the State.

b) Other business activities pertaining to core business lines:

- Invest capital and perform capital trades in business sectors, industries or projects achieving economic efficiency in accordance with laws;

- Provide advisory services in such fields as investment and finance; corporate transformation, business management, corporate merger and acquisition, and other corporate support services prescribed by law;

- Other business lines permitted by the Government and the Prime Minister.

3. Pursuant to regulations laid down in clause 2 of this Article, SCIC’s Board of Directors may decide to adopt and revise the schedule of its registered business lines aligned with Vietnam’s industrial classification codes after receipt of approval from the Ministry of Finance as a basis to apply for business registration under the provisions of laws.

Article 5. Charter capital

1. SCIC’s charter capital shall be VND 50,000 billion (fifty thousand billion dong).

2. Adjustment to SCIC’s charter capital shall be subject to provisions of laws and regulations laid down in Article 65 herein.

Article 6. State owner’s representative to SCIC

1. The Government shall be accorded the central authority to carry out rights and obligations of a state owner’s representative to SCIC.

2. The Prime Minister shall directly implement rights and obligations of a state owner’s representative under his duties assigned by the Government, or shall mandate the Ministry of Finance to do so.

3. The Ministry of Finance shall implement rights and obligations of a state owner’s representative under its duties assigned by the Government or its authority delegated by the Prime Minister.

4. SCIC’s Board of Directors shall act as a direct agent of the state owner’s representative to SCIC, implement rights and obligations of a state owner's representative to enterprises and shares that SCIC are assigned and invest.

Article 7. SCIC’s legal representative

SCIC’s legal representative must be SCIC’s Director General.

Article 8. Party’s organization and sociopolitical associations inside SCIC

1. The organization of Communist Party of Vietnam inside SCIC shall be operated under the Constitution, the legislation and the Charter of the Communist Party of Vietnam.

2. Sociopolitical associations inside SCIC shall be operated under the Constitution and their Charters conforming to law.

3. SCIC shall provide necessary conditions and assume its responsibilities for support for Party’s organization, trade union and other sociopolitical associations inside SCIC to ensure SCIC’s business conforms to legislation and their Charters.