Decree No. 06/2015/NĐ-CP Issuing Financial Management Regulations for the State Capital Corporation - Vietnam Oil and Gas Group

DECREE

Issuing Financial Management Regulations for Joint Stock Company Parent - Vietnam Oil and Gas Corporation

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Petroleum Law of 1993 and the Law Amending and Supplementing Certain Articles of the Petroleum Law in 2000 and 2008;

At the proposal of the Minister of Finance,

The Government issues the Decree on Financial Management Regulations for Joint Stock Company Parent - Vietnam Oil and Gas Corporation.

Article 1. Attached to this Decree are the Financial Management Regulations for Joint Stock Company Parent - Vietnam Oil and Gas Corporation.

Article 2This Decree takes effect from March 1, 2015, and replaces Decrees No. 142/2007/NĐ-CP dated September 5, 2007, and No. 44/2010/NĐ-CP dated April 20, 2010, of the Government regarding the issuance of Financial Management Regulations for Joint Stock Company Parent - Vietnam Oil and Gas Corporation.

Article 3. Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, Chairpersons of provincial People's Committees under central city administrations; Chairpersons of the Board of Directors, General Directors of Vietnam Oil and Gas Corporation are responsible for implementing this Decree./.

 

 

REGULATIONS

Financial management of parent company - oil and gas corporation of vietnam

(Attached to Decree No. 06/2015/NĐ-CP dated January 13, 2015 of the Government)

PART I
GENERAL PROVISIONS

Article 1. Scope and Applicability

Article 1. These regulations govern financial management for Joint Stock Company Parent - Vietnam Oil and Gas Corporation; management of capital invested by the parent company in other enterprises established and operating under the Enterprise Law.

Article 2. Joint Stock Company Parent - Vietnam Oil and Gas Corporation (including representatives of the parent company's capital in other enterprises) shall be responsible for implementing the provisions on financial management and investment of capital in other enterprises according to these regulations. For matters not covered by these regulations, they shall implement the provisions of Decree No. 71/2013/NĐ-CP dated July 11, 2013, of the Government on state capital investment in enterprises and financial management of enterprises wholly owned by the state, and other relevant laws.

Article 3. Based on the provisions on state capital investment in enterprises and financial management of enterprises wholly owned by the state in Decree No. 71/2013/NĐ-CP dated July 11, 2013, of the Government, other relevant laws, and the provisions of these regulations, the parent company shall be responsible for formulating and issuing financial management regulations for wholly-owned subsidiaries.

Article 2. Interpretation of Terms

Clause 1. "National Oil and Gas Group of Vietnam" is a business conglomerate without legal personality (hereinafter referred to as the Group), including: the parent company; scientific research units, training institutions; member enterprises of the Group; associated enterprises of the Group.

Clause 2. "Joint Stock Company Parent - Vietnam Oil and Gas Corporation" is a first-tier enterprise in the National Oil and Gas Group of Vietnam, established pursuant to Decision No. 199/2006/QĐ-TTg dated August 29, 2006, and converted into a limited liability company wholly owned by the state pursuant to Decision No. 924/QĐ-TTg dated June 18, 2010, of the Prime Minister, with legal personality, financially autonomous in production and business activities, and having rights and obligations as prescribed by law (hereinafter referred to as the parent company).

Clause 3. "Host country" refers to the Socialist Republic of Vietnam.

Clause 4. "Contractor" refers to organizations or individuals, either domestic or foreign, permitted to conduct petroleum activities based on petroleum contracts.

Clause 5. "Host country's share of profit oil and gas" refers to the portion of profit after tax payments allocated to the host country from petroleum contracts.

Clause 6. "Contractor's share of profit oil and gas" refers to the portion of post-tax profit allocated to the contractor from petroleum contracts.

Clause 7. "Cost recovery oil and gas" refers to the expenses that the Group is allowed to recover from petroleum contracts to offset production costs.

Clause 8. "Signing bonus" refers to the amount of money that the contractor must pay to the host country upon signing a petroleum contract.

Clause 9. "Commercial discovery bonus" refers to the amount of money that the contractor must pay to the host country after the results of evaluation show that the field has commercial value and the contractor declares a commercial discovery.

Clause 10. "Production bonus" refers to the amount of money that the contractor must pay to the host country corresponding to each level of production specified in the petroleum contract.

Clause 11. "Reading and using petroleum data fee" refers to the amount of money that the contractor must pay to the parent company to access and use existing petroleum data and the fees for using petroleum data obtained or shared from non-exclusive seismic contracts.

Clause 12. "Training commitment" refers to the amount of money committed by the contractor as stipulated in the petroleum contract for the purpose of training oil and gas personnel.

Clause 13. "Penalty for failing to meet minimum commitments" refers to the amount of money that the contractor must pay to the host country if the contractor terminates the petroleum contract before fulfilling all minimum commitments stipulated in the contract.

Clause 14. "Exploration and Appraisal Fund" is one of the financial funds of the parent company formed from the parent company's post-tax profits, a portion of the host country's share of profit oil and gas to ensure funding for exploration and appraisal activities.

Chapter II
FINANCIAL MANAGEMENT OF THE PARENT COMPANY

Section 1
MANAGEMENT AND USE OF CAPITAL AT THE PARENT COMPANY

Article 3. Capital of the Parent Company

The capital of the Parent Company includes capital invested by the State in the Parent Company, capital raised by the Parent Company itself, and other sources of capital as prescribed by law. The Parent Company is responsible for organizing accounting and monitoring each source of capital according to current regulations.

Article 4. Registered Capital of the Parent Company

1. The registered capital of the Parent Company is stipulated in the Charter on Organization and Operation of the Vietnam Oil and Gas Group.

2. The Parent Company shall not reduce its registered capital. During the course of business, based on the development requirements at different periods, the Prime Minister decides on adjustments to the registered capital of the Parent Company upon the proposal of the Ministry of Industry and Trade, opinions from the Ministry of Planning and Investment, and the audit of the Ministry of Finance. When adjusting the registered capital, the Parent Company registers with the business registration authority and announces the adjusted registered capital.

3. The owner may only withdraw invested capital from the Parent Company through the transfer of all or part of the Parent Company's capital to other organizations or individuals.

4. In cases where the Parent Company is assigned special tasks by the State, it must concentrate capital and other resources to fulfill the assigned tasks.

Article 5. Rights and Obligations of the Parent Company in the Use of Capital and Funds Managed by the Parent Company

1. The Parent Company has the right to manage and flexibly utilize the entire amount of capital invested by the State, and other lawful sources of capital in production and business activities with the goal of generating profits; it is responsible before the owner for preserving, developing, and using capital effectively; ensuring the rights of those related to the Parent Company such as creditors, customers, and employees according to concluded contracts.

2. If the Parent Company temporarily uses idle funds from managed funds for investment and business operations, it must ensure sufficient funding for these funds when needed. The use of capital and funds for investment and construction must comply with legal regulations on investment management and construction.

3. The Parent Company directly manages and accounts for the entire contribution of the Government of Vietnam in the Vietnam-Russia Joint Venture "Vietsovpetro" as stipulated in the Inter-Government Agreement signed on December 27, 2010, and Vietnamese laws. The Parent Company is responsible for managing, utilizing, preserving, and developing the allocated capital effectively.

4. The Parent Company is responsible for preserving state capital at the parent company through measures prescribed by the Government regarding state capital investment in enterprises and financial management for enterprises owned by the State, including the following:

a) Implementing the correct system for managing and using capital, assets, profit distribution, other financial management systems, and accounting systems as prescribed by law.

b) Purchasing insurance for assets as prescribed by law.

c) Promptly handling the value of lost assets, unrecoverable debts, and setting aside risk reserves as prescribed currently, including:

- Inventory write-down provisions;

- Provisions for doubtful receivables;

- Long-term financial investment write-down provisions;

- Product warranty, goods, and construction project provisions.

d) Other measures for preserving shareholders' equity in enterprises as prescribed by law.

5. Any changes in the increase or decrease of shareholders' equity, the Parent Company must report to the owner and the financial authority for monitoring and supervision. Enterprises must evaluate the effectiveness of capital utilization through the preservation rate index every six months and annually, following the guidelines of the Ministry of Finance.

Article 6. Capital Mobilization

1. The Parent Company can raise capital to serve its production and business operations and investments through the following forms: issuing bonds, borrowing from credit institutions and other financial organizations, individuals, and organizations outside the enterprise; borrowing from employees, and other forms of raising capital as prescribed by law.

2. Raising capital for business operations follows the principle of self-responsibility for repayment, ensuring the effective use of raised capital, and not changing the ownership form of the Parent Company.

3. The Parent Company must raise capital from domestic economic organizations and individuals through loan agreements with lending organizations and individuals as prescribed by law; the maximum interest rate for domestic loans shall not exceed the interest rate for loans of the same term offered by commercial banks where the Parent Company maintains transaction accounts at the time of borrowing; if the Parent Company maintains transaction accounts with multiple banks, the maximum direct borrowing interest rate shall not exceed the highest interest rate for loans of the same term offered by the bank where the Parent Company maintains a transaction account.

4. Raising capital from foreign individuals and organizations is carried out according to the Government's regulations on foreign debt management. For foreign loans under the self-borrowing, self-repayment method, the Ministry of Industry and Trade approves the foreign borrowing policy of the Parent Company and requests the Ministry of Finance to review and approve.

5. Issuing bonds to raise capital for core business operations is carried out according to the Corporate Bond Issuance Law and related documents on corporate bond issuance.

6. Approval authority for loan contracts is implemented as follows:

a) The Board of Directors of the Parent Company decides on loan contracts with values up to less than 30% of the registered capital in accordance with legal provisions and must ensure that the debt-to-equity ratio does not exceed three times, including guarantees for loans to enterprises with contributions from the Parent Company as stipulated in Clause 7 of this Article.

b) In cases where the total capital-raising needs of the Parent Company exceed the level mentioned above, the Board of Directors of the Parent Company must report to the Ministry of Industry and Trade for consideration and approval before making a decision.

The Ministry of Industry and Trade is responsible for informing the Ministry of Finance to coordinate in monitoring and supervision.

7. The Parent Company may guarantee loans for wholly-owned subsidiaries or companies with contributions from the Parent Company when they borrow from credit institutions as prescribed by law. The principles for implementing loan guarantees are as follows:

a) The guarantee ratio for each loan shall not exceed the proportion of the parent company's capital contribution in the guaranteed enterprise.

b) The total value of guarantees provided for loans to a single enterprise shall not exceed the actual capital contribution of the parent company in that enterprise.

c) The total value of guarantees provided for loans to enterprises shall not exceed the parent company's equity capital and must ensure the debt-to-equity ratio prescribed in Point a Clause 6 of this Article. The parent company is responsible for monitoring the proper use of borrowed funds and timely repayment of debts for loans guaranteed by the parent company to enterprises.

In special cases where the parent company requires guarantees exceeding the limits specified in Points a, b, and c of this Clause, the Board of Members of the parent company shall decide after obtaining approval from the Ministry of Industry and Trade.

8. In the case where the parent company uses raised capital for purposes other than those intended or raises capital exceeding three times its equity capital without approval from the Prime Minister, the Ministry of Industry and Trade shall be responsible for coordinating with the Ministry of Finance to inspect, report to the Prime Minister for consideration and decision, and handle responsibility according to regulations for the Board of Members of the parent company.

Article 7. Investment and Transfer of Capital Outside the Parent Company

1. Principles for Investing Capital Outside the Parent Company:

a) The parent company has the right to use capital and assets under its management to invest outside the parent company. Investments involving land assets must comply with laws on land.

b) Investments made by the parent company outside itself must comply with legal provisions, align with the parent company’s strategic plans, master plans, and development plans; ensure efficiency, preservation and development of capital, increased income, and not affect the performance of the main production and business tasks of the parent company.

c) The parent company may not contribute capital to real estate businesses or invest in real estate projects, nor may it contribute capital or purchase shares in banks, insurance companies, securities companies, venture capital funds, stock investment funds, or securities investment companies, except in special cases approved by the Prime Minister.

For capital contributions and investments in the aforementioned fields that do not fall within the scope of special permission granted by the Prime Minister, the parent company is responsible for formulating restructuring plans and divesting all invested capital according to regulations.

d) The parent company may not invest or contribute capital to purchase shares in other enterprises where the managers, executives, or major shareholders of such enterprises are spouses, parents, children, or full siblings of members of the Board of Members, Supervisors, General Management Board, and Chief Accountant of the parent company.

2. Forms of Investment Outside the Parent Company.

a) Establishing a limited liability company with sole ownership;

b) Contributing capital to establish joint-stock companies, limited liability companies, partnerships, joint ventures, associated companies; contributing capital to joint business contracts that do not form new legal entities;

c) Purchasing shares or contributing capital to joint-stock companies, limited liability companies, joint ventures, partnerships;

d) Acquiring another company;

đ) Purchasing treasury bonds or bonds to earn interest;

e) Other forms of investment as prescribed by law.

3. Authority to Decide on Investments Outside the Parent Company.

The Board of Members decides:

a) Using the parent company's capital to establish a wholly-owned limited liability company after approval by the Prime Minister; investing new capital and establishing domestic and foreign enterprises in various forms such as limited liability companies with two or more shareholders, joint-stock companies, foreign-invested companies, or taking over enterprises voluntarily joining as subsidiaries or associated companies after approval by the Ministry of Industry and Trade.

b) Increasing and holding capital in other enterprises when increasing the registered capital changes the ownership structure of subsidiaries, leading to the loss of controlling capital by the parent company as stipulated by the Enterprise Law, after approval by the Ministry of Industry and Trade.

c) Increasing capital in enterprises not covered by Points a and b of Clause 3 of this Article. Investing outside enterprises in other forms as prescribed by law and the Charter of the parent company. In cases exceeding the delegated authority, the Board of Members of the parent company shall report to the Ministry of Industry and Trade for approval before making a decision.

d) Delegating authority to the General Director to decide on investment projects outside the parent company within the authority of the Board of Members.

4. In addition to the restrictions on participating in capital contributions as stipulated in Points c and d of Clause 1 of this Article, the parent company must also limit the following forms of investment:

a) Subsidiaries may not contribute capital to the parent company.

b) Subsidiaries and dependent accounting units of the parent company may not contribute capital together with the parent company to establish new enterprises; they may not contribute capital or purchase shares during the privatization of units within the same Group or corporate conglomerate.

Annually, the Ministry of Industry and Trade shall take the lead and coordinate with relevant ministries and sectors to inspect and supervise the management and use of capital invested outside the parent company as prescribed. In cases where enterprises engage in capital investment activities outside the prescribed targets but fail to adjust their investment structures as required by Clause 1 of this Article, the Ministry of Industry and Trade shall coordinate with the Ministry of Finance to report to the Prime Minister for consideration and decision, and handle responsibility according to current laws for the Board of Members.

5. Transfer of Investments Outside the Parent Company:

The transfer of investments outside the parent company shall be carried out in accordance with the Enterprise Law, Securities Law, and current legal provisions, including:

a) Methods of transfer:

Depending on the form of capital contribution, the Parent Company shall transfer investment assets in accordance with the provisions of the law, the charter of the enterprise with contributed capital, and the commitments in the business cooperation contracts of the parties.

- For the transfer of capital of the Parent Company in a limited liability company with one member or in a limited liability company with two or more members to become a limited liability company with multiple members, it shall be carried out in accordance with the provisions of the Enterprise Law. The transfer of capital must fully reflect the actual value of the Parent Company's capital in the enterprise, including the value of land use rights transferred in accordance with the provisions of the law.

- For the transfer of investments at a joint-stock company listed on the securities market or registered for trading on the UPCOM exchange, the Parent Company may proactively carry out the transfer through matching orders, auction, negotiation, or competitive bidding, but not below the market price at the time of sale.

- For the transfer of investments at a non-listed joint-stock company, the Parent Company shall conduct an open and transparent auction on the principle of preserving capital. In this regard:

If the transfer of investments valued at face value of 10 billion VND or more, the Parent Company must conduct the auction through the Securities Trading Center. For financial investment transfers valued at face value under 10 billion VND, the Parent Company may choose to hire a financial intermediary organization (securities companies) to sell through auction, or organize the auction internally within the Parent Company, or conduct the auction through the Securities Trading Center.

Negotiated sales can only be implemented after a public auction has failed, and the selling price must be close to the market value at the time of sale; in this case, the market price at the time of sale must be based on quotations from at least three securities companies that have traded the shares of the joint-stock company with the Parent Company's capital contribution, and if there is no trading, the selling price cannot be lower than the recorded value in the Parent Company's accounting books.

b) The Board of Members of the Parent Company decides on the transfer of investments at other enterprises within the investment decision-making authority of the Board of Members in accordance with Clause 3 of this Article, with the transfer prices of investments based on market principles but not lower than the recorded value in the Parent Company's accounting books.

c) In cases where the capital investment is transferred outside the Parent Company at a price lower than the recorded value in the Parent Company's accounting books (after deducting the loss provision for the investment capital according to regulations and the benefits obtained from the investment capital), the Parent Company must report to the owner for consideration and decision.

Article 8. Management of Accounts Payable

The Parent Company is responsible for organizing the implementation of the legal provisions on the management of accounts payable. Accordingly:

1. Maintain complete records of all accounts payable, including interest payable.

2. Pay accounts payable strictly in accordance with the agreed deadlines. Regularly review, assess, and analyze the ability to pay debts, promptly identify difficulties in debt repayment to take timely measures to prevent overdue debts; accounts payable that do not need to be paid or have no payee should be recorded as income for the enterprise.

3. In cases of overdue debts, the cause and responsibility of organizations and individuals must be clearly identified to take timely measures in accordance with the law.

Section 2
MANAGEMENT AND USE OF ASSETS OF THE PARENT COMPANY

Article 9. Assets of the Parent Company

1. The assets of the Parent Company are formed from state capital invested in the Parent Company, borrowed capital, and other lawful sources directly managed and utilized by the Parent Company. The assets of the Parent Company include:

a) Fixed assets, investment real estate, long-term receivables, other long-term assets, and short-term assets of the Parent Company's office, dependent accounting units, project management boards, and public service units.

b) Long-term financial investments including: capital invested by the Parent Company in the Group Corporation, wholly-owned limited liability companies; shares in joint-stock companies, joint ventures, and other enterprises; contributions to joint business contracts; long-term bond and bill investments, and other long-term investments.

2. The assets of the Parent Company do not include the assets of the Group Corporation, limited liability companies owned by the Parent Company, and the assets of joint-stock companies with controlling shareholdings by the Parent Company.

Article 10. Fixed Assets, Investment in Fixed Assets, Depreciation of Fixed Assets

1. The fixed assets of the Parent Company consist of tangible and intangible fixed assets, finance lease assets, and unfinished basic construction costs.

Standards for determining fixed assets are implemented according to the regulations of the Ministry of Finance.

2. Authority to decide on projects for investment, construction, and procurement of fixed assets is carried out according to the following provisions:

a) The Board of Members of the Parent Company decides on projects for investment, construction, and procurement of fixed assets valued up to less than 30% of the Parent Company's charter capital as stipulated by law. For projects exceeding the aforementioned classification level, the Board of Members of the Parent Company reports to the owner for consideration and decision.

b) The Board of Members of the Parent Company delegates authority to the General Director of the Parent Company to decide on projects for investment, construction, and procurement of fixed assets within the scope of the Board of Members' authority.

3. Procedures and formalities for investment are carried out according to the laws on project investment and construction management.

4. Investment, procurement, and use of transportation means serving business operations are carried out according to the Prime Minister's regulations.

5. All existing fixed assets of the enterprise must be depreciated except for the following assets:

a) Tangible fixed assets that have been fully depreciated but are still being used in production and business activities.

b) Tangible fixed assets that have not yet been fully depreciated and are lost.

c) Other tangible fixed assets managed by the enterprise but not owned by the enterprise (excluding finance lease assets).

d) Tangible fixed assets that are not managed, monitored, or recorded in the enterprise's accounting books.

đ) Tangible fixed assets used in welfare activities serving employees of the enterprise (excluding tangible fixed assets serving employees working at the enterprise such as: mid-shift rest houses, mid-shift dining rooms, changing rooms, bathrooms, clean water reservoirs, parking lots, medical examination and treatment centers, employee shuttle buses, training facilities, housing for employees built by the enterprise).

e) Tangible fixed assets from non-repayable aid after being handed over by the competent authority to the enterprise for scientific research purposes.

6. The person deciding on investment, construction, and procurement of fixed assets shall be responsible if the investment, construction, and procurement of fixed assets are inappropriate, technologically outdated, or unusable.

Article 11. Leasing, Mortgage, Pledge of Assets

1. The Parent Company has the right to lease, mortgage, and pledge its assets according to the principles of efficiency, preservation, and development of capital as prescribed by law.

2. Authority to decide on leasing, mortgaging, and pledging of assets

a) For leasing of assets: The Board of Members decides on lease contracts with values up to under 30% of the Parent Company's charter capital in accordance with legal provisions. The Board of Members delegates authority to the General Director to decide on lease contracts within the scope of the Board's authority. For leasing of assets exceeding the delegated level, the Parent Company's Board of Members reports to the owner for decision.

b) For mortgaging and pledging assets for borrowing: Implement as stipulated in Clause 6, Article 6 of this Regulation.

3. The use of assets for leasing, mortgaging, and pledging must comply strictly with the provisions of the Civil Code and other relevant laws.

Article 12. Liquidation and Sale of Fixed Assets

1. The Parent Company has the right and responsibility to sell and liquidate fixed assets that are damaged, technologically obsolete, not needed, or unusable. The sale and liquidation of fixed assets attached to land must be carried out in accordance with the law on land.

2. Authority to decide on the liquidation and sale of fixed assets:

a) The Parent Company's Board of Members decides on the liquidation and sale plans for fixed assets with remaining values up to under 30% of the Parent Company's charter capital and in accordance with legal provisions. For liquidation and sale exceeding the delegated level, the Parent Company's Board of Members reports to the owner for decision.

The Board of Members authorizes or delegates authority to the General Director to decide on the sale of assets within the scope of the Board's authority.

b) In cases where the Parent Company cannot recover sufficient capital from the sale of fixed assets, the Parent Company must clearly explain the reasons for the inability to recover capital and report to the Ministry of Industry and Trade, the Ministry of Finance before selling fixed assets to ensure supervision.

c) In cases where newly invested fixed assets do not generate economic benefits as initially approved, and the Parent Company does not need to continue using them, leading to insufficient recovery of capital from the sale of assets, resulting in the Parent Company being unable to repay loans according to loan agreements or borrowing contracts, then the responsibilities of those involved must be clarified and reported to the Prime Minister for handling in accordance with the law.

d) For the sale and liquidation of assets with special characteristics of the oil and gas industry, in addition to complying with the provisions of this Decree, they must also be implemented in accordance with specialized legal documents.

3. Methods of Liquidation and Sale of Fixed Assets: The sale of fixed assets shall be conducted through public auction via an organization with the function of auctioning assets or organized publicly by the Parent Company in accordance with the procedures and formalities prescribed by the law on asset auctions. In cases where the remaining value of fixed assets recorded in accounting books is less than 100 million VND, the General Director decides to choose between auction or negotiation but not lower than market price. In cases where there are no transactions for fixed assets on the market, the Parent Company may hire an organization with the function of appraising prices to determine the basis for selling assets through the above methods. Procedures and formalities for liquidation and sale of assets are carried out in accordance with regulations of the Ministry of Finance.

Article 13. Management of Inventory Goods

1. Inventory goods refer to goods purchased for sale that remain in inventory, raw materials, materials, tools, equipment in inventory, goods purchased but still in transit, unfinished products in production, completed products not yet warehoused, finished products in inventory, finished products awaiting sale.

2. The parent company has the right and is responsible for promptly handling inventory goods that are substandard, deteriorated, technologically obsolete, stagnant, or slow-moving in order to recover capital. The authority to decide on such handling shall be in accordance with Clause 2 of Article 12 of this Charter.

3. At the end of the accounting period, if the original cost of inventory goods recorded in the accounting books exceeds the recoverable net value, the parent company must establish a provision for reduction in value of inventory goods in accordance with regulations.

Article 14. Management of Receivables

The parent company is responsible for:

1. Establishing and promulgating management regulations for receivables, assigning and clearly defining the responsibilities of collectives and individuals in monitoring, recovering, and settling receivables.

2. Maintaining ledgers to track receivables by debtor; regularly classifying receivables (current receivables, difficult-to-collect receivables, unrecoverable receivables), urging recovery of receivables.

3. Having the right to sell receivables in accordance with the law, including overdue receivables, difficult-to-collect receivables, and uncollectible receivables to recover capital. The parent company may only sell debts to economic organizations with the function of buying and selling debts, and may not directly sell debts to debtors. The selling price of receivables is agreed upon by the parties involved and they bear responsibility for the decision to sell receivables. In cases where selling debts leads to losses, loss of capital, or inability to pay leading to dissolution or bankruptcy, the Board of Members, General Director of the parent company, and those directly related to the generation of receivables must compensate according to the law and the Charter of the parent company's organization and operations.

4. Difficult-to-collect receivables are overdue payments stipulated in contracts or other commitments, or payments not yet due but the debtor lacks the ability to pay. The parent company must establish provisions for difficult-to-collect receivables in accordance with current financial regulations.

5. The parent company is responsible for handling unrecoverable receivables. The amount of unrecoverable receivables, after deducting compensation from related individuals and collectives, will be offset by the provision for difficult-to-collect receivables. If there is a shortfall, it will be recorded as business expenses of the parent company.

After handling as described above, the parent company must continue to monitor unrecoverable receivables outside the balance sheet and organize their recovery. Recovered amounts will be recorded as income of the parent company.

6. The Board of Members and General Director of the parent company are responsible for promptly handling and reporting difficult-to-collect receivables and unrecoverable receivables. If timely handling of unrecoverable receivables as stipulated herein is not carried out, the Board of Members and General Director will be relieved of their positions as if they had failed to truthfully report the financial situation of the parent company two or more times. If failure to handle in a timely manner results in the loss of state capital, the Board of Members and General Director of the parent company will be held accountable before the owner and the law.

Article 15. Exchange Rate Differences

Exchange rate differences arising from payments of monetary items denominated in foreign currency, or in reporting monetary items denominated in foreign currency at exchange rates other than those used for accounting purposes or reported in financial statements, shall be regulated as follows:

During the production and business operations, including investment construction to form assets of the enterprise, exchange rate differences arising from payments of monetary items denominated in foreign currency and revaluation of monetary items denominated in foreign currency at year-end shall be recorded as financial income or financial expenses of the enterprise for the relevant year.

Article 16. Inventory Taking

1. The parent company must organize regular or extraordinary inventory taking to determine the quantity of assets (fixed assets and long-term investments, current assets and short-term investments), reconcile receivables and payables when closing the accounting books to prepare annual financial reports; when implementing decisions on division, separation, merger, consolidation, or ownership conversion; after natural disasters, enemy attacks, or any other reasons causing asset fluctuations of the parent company; or as prescribed by the State. For excess or missing assets, uncollectible debts, overdue debts, the causes, responsibilities of related persons, and material compensation levels must be clearly determined according to regulations.

2. Handling Asset Losses

a) Handling asset losses after inventory taking:

Asset losses are assets that are lost, missing, damaged, deteriorated, technologically obsolete, or overstocked during regular and extraordinary inventory taking. The parent company must determine the value of the loss, the cause, responsibility, and handle it as follows:

- If the cause is subjective, the person responsible for the loss must compensate. The Board of Members decides the level of compensation according to the law and bears responsibility for the decision made.

- Insured assets, if they suffer losses, shall be handled according to the insurance contract.

- The value of the asset loss, after compensating with personal or collective compensation, or insurance organization compensation if insufficient, shall be recorded as production and business expenses for the period.

- In special cases caused by natural disasters or irresistible forces resulting in severe damage that the parent company cannot self-rectify, the Board of Members of the parent company shall develop a loss handling plan to submit to the Prime Minister and send to the Ministry of Industry and Trade and the Ministry of Finance. After receiving opinions from the Ministry of Industry and Trade and the Ministry of Finance, the Prime Minister shall decide on the handling of losses within their authority.

- The parent company has the responsibility to promptly handle asset losses; if asset losses are not handled, the Board of Members and General Director of the parent company shall bear responsibility before the owner as if they had inaccurately reported the financial situation of the enterprise.

b) Excess assets after inventory taking:

Excess assets after inventory taking are the differences between actual assets counted and those recorded in accounting books; the value of excess assets identified through inventory taking shall be recorded as income of the parent company.

Article 17. Revaluation of Assets

1. The parent company shall conduct revaluation of assets in the following situations:

a) As decided by authorized state agencies.

b) Implementing ownership conversion.

c) Using assets to invest outside the parent company.

d) Other cases as prescribed by law.

2. The revaluation of assets must comply with the provisions of the State. Any increases or decreases in asset values due to revaluation as stipulated in Clause 1 of this Article shall be implemented according to the State's regulations for each specific case.

Section 3
FINANCIAL INCOME AND EXPENSE REGIME

Article 18. State revenues

1. Taxes and budget revenues must be paid according to the provisions of the law.

2. The price difference revenue from gas shall be based on the Prime Minister's decision; the revenue from wet gas at the White Tiger field shall be based on the price set by the Ministry of Finance.

3. The use of interest from oil and gas royalties, interest from oil and gas profits shared with the host country from the Vietnam-Russia Joint Venture "Vietsovpetro", and other shared interests, and the reading and use of oil and gas documents shall be as follows:

a) For the interest from oil and gas profits shared with the host country from the Vietnam-Russia Joint Venture "Vietsovpetro"; the interest from oil and gas profits shared with the host country from product-sharing contracts (after deducting 1.5% for the parent company to cover management and supervision costs of oil and gas contracts); the revenue from reading and using oil and gas documents: The ratio (%) to be submitted to the state budget and reinvested back to the parent company shall be determined by the competent authority for each period.

b) All types of oil and gas commissions (signature commission, discovery commission, production commission, etc.) shall be fully submitted to the state budget.

4. The Ministry of Finance shall guide the collection, submission, use, and settlement of the revenues specified in Clause 3 of this Article.

5. Annually, unless otherwise provided by the Government, the parent company must develop a plan for foreign currency expenditure needs and report it to the Ministry of Finance and the State Bank of Vietnam. Based on the foreign currency expenditure needs, the parent company may use part of the foreign currency that should be submitted to the state budget to balance its foreign currency expenditure needs but not exceeding 50% of the parent company's foreign currency expenditure needs. The remaining amount will be balanced by the Vietnam Oil and Gas Group. The corresponding state budget revenues from the aforementioned foreign currency will be converted into Vietnamese dong at the average inter-bank exchange rate at the time of payment.

The Ministry of Finance shall take the lead and coordinate with the State Bank of Vietnam to guide and inspect the foreign currency balancing of the parent company - Vietnam Oil and Gas Group.

Article 19. Management and use of state funds left for investment in the parent company

1. Based on the ratio of state budget submission and retained investment for the parent company as stipulated in Article 18, quarterly, the parent company shall compile the amount of money submitted to the state budget and the amount of money received by the parent company, and report in writing to the Ministry of Industry and Trade and the Ministry of Finance before the 15th day of the first month of the next quarter for monitoring purposes.

2. Abolish the mechanism of recording income and expenditure in the state budget for annual retained investment funds for the parent company. These retained funds can only be used by the parent company for investment in key oil and gas projects approved and supplemented by the Prime Minister, and partially added to the Exploration and Development Fund. The amount added to the Exploration and Development Fund shall not exceed 10% of the annual retained funds for the parent company.

3. The annual retained investment funds for the parent company are additional state capital provided annually to the parent company, reflected as a separate item in the accounting system of the parent company. The Board of Directors of the Vietnam Oil and Gas Group shall bear legal responsibility for managing, using, and ensuring the effectiveness of this capital.

4. At the end of the year, the parent company shall have the responsibility to compile and report to the Ministry of Finance and the Ministry of Industry and Trade the occurrence during the year of interest from host country oil and gas profits, various oil and gas commissions, and the reading and use of oil and gas documents; allocate according to the ratio of state budget submission and retained investment for the parent company; the situation of using the retained investment funds of the parent company.

Article 20. Revenue of the Parent Company

The revenue of the Parent Company includes revenue from production and business activities, financial activity revenue, and other income generated by the Parent Company's office and dependent accounting units.

1. Regular business revenue is the total amount receivable arising during the period from selling products and providing services by the Parent Company, including 1.5% of oil and gas royalties from oil and gas contracts to cover management and supervision costs of oil and gas contracts for the Parent Company.

2. Financial activity revenue includes:

a) Income from copyright fees; using assets of the Parent Company by other parties; interest from lending capital; deposit interest; deferred payment sales interest, installment sales interest;

b) Financial lease interest; foreign exchange gain or loss from selling foreign currency; foreign exchange rate difference (including interest rate differential on retained oil and gas profits for investment by the Parent Company);

c) Interest differential from capital transfer; dividends and profits distributed from investments in subsidiaries, associated companies, and external investments;

d) Post-tax oil and gas interest received by the Parent Company as a contractor (including both oil and gas interest and other shares allocated to Vietnam from the Vietnam-Russia Joint Venture "Vietsovpetro" starting from 2015);

đ) Oil revenue recovered from cost recovery under oil and gas contracts;

e) Other revenues from the Vietnam-Russia Joint Venture "Vietsovpetro" and from oil and gas contracts as prescribed.

3. Other income includes:

a) Income from the sale or disposal of fixed assets;

b) Insurance compensation money; debts owed that have been lost; customer penalty income due to breach of contract;

c) Compensation payments for failing to meet minimum commitments of contractors under oil and gas contracts;

d) Other income recorded as increased revenue according to regulations.

Article 21. Expenses and Expense Management of the Parent Company

1. The expenses of the Parent Company include production and business expenses, other expenses of the Parent Company's office, dependent accounting units, and affiliated public service units.

a) Production and business expenses:

- Raw material, fuel, power, semi-finished product, and purchased service costs (based on actual consumption and original cost), tool and equipment depreciation costs, repair costs for fixed assets, pre-provisioned major repair costs for fixed assets;

- Depreciation costs of fixed assets calculated according to current financial regulations;

- Wages and wage-like costs payable to employees as decided by the Board of Members in accordance with government regulations and guidelines issued by the Ministry of Labor, Invalids, and Social Affairs;

- Wages and remuneration of managerial staff approved by the Ministry of Industry and Trade after consultation with the Ministry of Labor, Invalids, and Social Affairs;

- Social insurance, unemployment insurance, health insurance, and trade union fees for employees that the Parent Company must pay according to regulations;

- Transaction, brokerage, hospitality, marketing, trade promotion, advertising, meeting costs based on actual expenses incurred as stipulated by the Corporate Income Tax Law;

- Exploration, appraisal, and development project costs that were unsuccessful and not funded from the Petroleum Exploration Fund; unrecovered costs at oil and gas exploitation projects;

- Other monetary costs include:

+ Taxes, fees, and charges as prescribed by law included in production and business expenses of enterprises;

+ Land rental fees;

+ Severance pay and unemployment benefits for employees;

+ Training to enhance management skills and technical proficiency of employees;

+ Medical care costs;

+ Awards for innovation, productivity improvement, and material savings. The award amount is determined by the General Director based on the effectiveness of the work but cannot exceed the cost savings generated by that work within one year;

+ Costs for female workers;

+ Environmental protection costs;

+ Meal costs for employees;

+ Party and mass organization work costs at the company (part of the costs outside the budget of the Party and mass organizations funded from designated sources);

+ Other monetary costs as prescribed.

- Costs for managing and supervising oil and gas contracts and intergovernmental agreements at the Vietnam-Russia Joint Venture "Vietsovpetro" assigned by the state to the Parent Company to implement;

- Actual value of asset losses and uncollectible receivables as prescribed;

- Value of inventory write-down provisions, bad debt provisions, investment loss provisions, warranty provisions for products, goods, and construction projects established according to regulations, foreign exchange rate differences on long-term foreign currency loans, pre-provisioned warranty costs, and provisions required by law for businesses operating in special sectors.

b) Financial activity expenses, including:

- Expenses related to external investments (including costs borne by contributing parties, including their share of losses from the invested enterprise);

- Transfer value of equity contributions;

- Interest payable on borrowed funds;

- Foreign exchange rate differences when settling payments, discounting costs;

- Rental asset expenses;

- Provisions for long-term investment write-downs.

c) Other expenses, including:

- Costs for the sale or disposal of fixed assets, including the remaining value of fixed assets when sold or disposed of;

- Costs for recovering written-off debts;

- Expenses for collecting fines;

- Penalties for contract breaches after deducting liability settlements (if applicable);

- Other costs as prescribed.

2. Excluded from production and business expenses are those items that have alternative funding sources or are unrelated to production and business activities, including:

a) Costs for purchasing and constructing tangible and intangible fixed assets;

b) Borrowing interest costs included in investment and construction expenses;

c) Other costs unrelated to the Parent Company’s business operations; costs without valid documentation;

d) Penalties for legal violations caused by individuals rather than the company.

3. Management of expenses of the Parent Company: The management of expenses of the Parent Company shall be carried out in accordance with current regulations applicable to enterprises and the following provisions:

a) The General Director of the Parent Company shall establish economic and technical norms suitable for the economic and technical characteristics, industry, business activities, management model, and equipment level of the Parent Company as a basis for production operation and expense management of the Parent Company, to be submitted to the Board of Members for approval.

b) The Parent Company must establish labor norms. Based on the established labor norms and the wage system prescribed by the State, the General Director of the Parent Company shall establish the planned wage fund to be submitted to the Board of Members for approval in accordance with the regulations.

Section 4
PROFIT AND ESTABLISHMENT OF FUNDS

Article 22. Profit of the Parent Company

The profit of the Parent Company includes operating profit, profit distributed from investment activities, and other profits of the Parent Company's office and dependent units.

1. Operating profit includes:

a) The difference between revenue from selling products and services and the total cost of all consumed products and services during the period;

b) The difference between financial activity income and financial activity costs incurred during the period.

2. Other activity profit is the difference between income from other activities and the costs of other activities incurred during the period.

Article 23. Distribution of Profit of the Parent Company

After covering previous year losses according to the Enterprise Income Tax Law, setting aside funds for science and technology development as prescribed by law, and paying enterprise income tax, the remaining profit shall be distributed as follows:

1. Dividing profits among capital contributors according to the joint venture contract (if applicable).

2. Covering previous years' losses that have exceeded the allowable deduction period before tax.

3. The remaining profit after deducting the contents stipulated in Clauses 1 and 2 of this Article shall be distributed as follows:

a) Allocating 10% to establish an Oil and Gas Exploration Fund; when the fund balance equals 10% of the registered capital, no further allocation will be made.

b) Allocating 30% to the development investment fund.

c) Allocating to the reward and welfare fund:

- For Parent Companies classified as Type A, the maximum allocation for two reward and welfare funds is not more than three months' salary.

- For Parent Companies classified as Type B, the maximum allocation for two reward and welfare funds is not more than one and a half months' salary.

- For Parent Companies classified as Type C, the maximum allocation for two reward and welfare funds is not more than one month's salary.

If the Parent Company does not classify itself, it shall not allocate to the reward and welfare funds.

In addition to the allocations prescribed, the Parent Company may increase allocations from post-tax profits to supplement the corresponding reward fund for the shortfall but not exceeding three months' salary for employees of units invested 100% by the Vietnam Oil and Gas Group within a maximum of three years from the start of operations or receipt of handover during restructuring without profit or insufficient profit to allocate to the reward and welfare funds as stipulated in Clause 6, Clause 7 of Article 24 of this Decree, and one month's salary to implement rewards for employees working at key oil and gas project management boards.

The additional portion to be accounted for and monitored as a separate item in the Parent Company's Reward Fund account shall be carried over to subsequent years if not fully utilized at year-end.

d) Establishing a reward fund for enterprise management officials:

- For Parent Companies classified as Class A, the maximum amount to be set aside shall not exceed 1.5 months of the actual salary of enterprise management officials;

- For Parent Companies classified as Class B, the maximum amount to be set aside shall not exceed 1 month of the actual salary of enterprise management officials;

- For Parent Companies classified as Class C or those that do not implement classification, no reward fund for enterprise management officials may be established.

e) In cases where two reward and welfare funds are established but do not meet the prescribed levels under Point c of this Clause, the portion allocated to the development investment fund may be reduced to supplement the sources of the reward and welfare funds, but such reduction shall not exceed the amount allocated to the development investment fund within the fiscal year.

f) The remaining profits after setting up the funds as stipulated in Points a, b, c, and d of this Clause shall be remitted to the Enterprise Restructuring and Development Support Fund.

4. Where the Parent Company has capital stock exceeding the registered capital approved by the Prime Minister, the Ministry of Finance shall propose a plan to report to the Prime Minister for decision on transferring the Parent Company’s Development Investment Fund to the Enterprise Restructuring and Development Support Fund. The Parent Company shall be responsible for remitting the money to the Enterprise Restructuring and Development Support Fund within 15 days from the date of the Prime Minister's decision.

5. The Board of Directors decides on profit distribution and establishment of the funds after obtaining approval from the Ministry of Industry and Trade.

Article 24. Purpose of using the funds

1. Principles for using the funds:

a) The use of these funds must be conducted openly in accordance with financial transparency regulations, grassroots democracy regulations, and state regulations.

b) The Parent Company can only allocate funds for rewards, welfare, and management official bonuses after settling all due debts and other financial obligations.

2. The Development Investment Fund is established from the post-tax profits of the Parent Company as stipulated in Clause 3, Article 23 of this Charter and the amount reinvested by the State as stipulated in Clause 3, Article 18 of this Charter. The Parent Company shall separately track the occurrence of the Fund according to each source.

The Development Investment Fund is used to supplement the registered capital of the Parent Company.

The use of the Development Investment Fund must comply with relevant laws. Specifically, the proceeds from oil and gas interest income from the Vietnam-Russia Joint Venture "Vietsovpetro" and oil and gas contracts, reading and using oil and gas documentation, the Parent Company can only be used to invest in key oil and gas projects as prescribed.

3. The Oil and Gas Exploration Fund is established from the post-tax profits of the Parent Company, partially supplemented by oil and gas interest income reinvested by the State as stipulated in Clause 2, Article 19 of this Charter, from compensation for failing to fulfill minimum commitments by Contractors in oil and gas contracts, and other sources (if any). The Oil and Gas Exploration Fund is used to conduct exploration activities both domestically and internationally, to offset and cover risks in exploration and assessment activities.

4. The Scientific Research and Training Fund of the Parent Company is formed from the "training obligation commitment" revenue in oil and gas contracts. The Fund is used to maintain and develop scientific research and training for oil and gas staff. The annual surplus of the Fund shall not exceed 1% of the registered capital, any excess shall be transferred to the Development Investment Fund. In cases where the surplus of the Fund at 1% of the registered capital is insufficient to cover training needs, the Board of Directors shall report to the Prime Minister for consideration and decision.

The use of the Scientific Research and Training Fund of the Parent Company shall be implemented in accordance with the guidelines of the Ministry of Finance.

5. The Science and Technology Development Fund is established at a maximum of 10% of the annual taxable income of the Parent Company. The Board of Directors decides the annual allocation based on the funding needs in this area.

The establishment, use, and settlement of this Fund shall be in accordance with the guidelines of the Ministry of Finance.

6. The Reward Fund of the Parent Company:

a) The Reward Fund of the Parent Company is established from the post-tax profits of the Parent Company; the Fund is used to award end-of-year or regular bonuses based on labor productivity and work performance of each employee, special awards for individuals and groups within the Parent Company; awards for individuals and units outside the Parent Company who have made significant contributions to its business operations and management.

Based on the approved reward fund usage plan, the General Director of the Parent Company decides on specific award amounts. For end-of-year or regular bonuses based on labor productivity and work performance of each employee, the General Director of the Parent Company decides after consulting with the Parent Company's Trade Union.

b) The Group Board of Directors uses the additional portion of the Reward and Welfare Funds for the purpose of:

- Awarding groups, individuals, and key national project management boards in the oil and gas sector;

- Supporting units invested 100% by the Vietnam Oil and Gas Group that have been operational for a maximum of three years without profit or insufficient profit to establish Reward and Welfare Funds, allowing them to reduce the Development Investment Fund allocation (if applicable) to ensure a maximum of three months' actual salary for these two funds. If the Development Investment Fund of the unit is insufficient, the Vietnam Oil and Gas Group will support the shortfall;

The Vietnam Oil and Gas Group Board of Directors is responsible for guiding the establishment and use of the Reward and Welfare Funds for this purpose and is accountable for their establishment and use.

7. The welfare fund, established from the post-tax profit of the Parent Company, is used for investing or repairing welfare facilities of the Parent Company; funding public welfare activities for the workforce of the Parent Company, social welfare; partially financing the construction of common welfare facilities of the Parent Company or other units according to contracts; additionally, part of the welfare fund may be used to provide emergency assistance to employees, including those who have retired, become disabled, fallen into difficult circumstances without support, or engaged in charitable social work.

The use of the welfare fund shall be decided by the General Director after consulting with the Trade Union based on the welfare fund utilization plan approved by the Board of Members.

8. The managerial staff bonus fund, established from the post-tax profit of the Parent Company, is used to reward members of the Board of Members, the General Director Board of the Parent Company, supervisors, and the company's chief accountant. The bonus level is determined by the Ministry of Industry and Trade in accordance with criteria for evaluating these positions and the business performance of the company, based on the proposal of the Board of Members.

Section 5
FINANCIAL PLAN, ACCOUNTING REGIME,

STATISTICS, AUDIT

Article 25. Financial Plan

1. Based on the orientation and development planning for production and business operations of the enterprise approved by the Prime Minister, the General Director shall develop long-term and annual financial plans consistent with the production and business operation plan to be submitted to the Board of Members for approval.

2. Quarterly and annually, the General Director shall evaluate and report to the Board of Members on the implementation of the production and business operation plan and the annual financial plan, and prepare the financial plan for the following year.

3. Based on the production and business operation plan decided by the Board of Members, the enterprise shall assess the situation of production and business operations of the reporting year and prepare the financial plan for the following year to be sent to the Ministry of Finance and the Ministry of Industry and Trade before July 31 each year.

4. The Ministry of Industry and Trade shall take the lead and coordinate with the Ministry of Finance to review the financial plan prepared by the Parent Company and issue formal comments in writing to help the Parent Company complete the financial plan. After completion, the financial plan becomes the official plan serving as the basis for the Ministry of Finance and the Ministry of Industry and Trade to monitor, evaluate, and manage the business operations of the enterprise.

Article 26. Financial Reports

1. At the end of each accounting period (quarter, year), the Parent Company must prepare and submit financial reports and statistical reports in accordance with the law. The Board of Members is responsible for the accuracy and truthfulness of these reports.

2. In addition to the general reports required to be submitted, the Parent Company must also prepare and submit the following reports:

- Report on the exploitation, consumption, and collection of oil and gas revenues detailed by each field and type of revenue;

- Report on the capital allocation and implementation of investment projects funded from the Development Investment Fund and the retained investment funds from host country oil and gas profits as stipulated in Article 18 of this Regulation for investment in key oil and gas projects;

- Report on the implementation of projects as requested by competent authorities;

- Report on the extraction and use of the Oil Exploration and Appraisal Fund;

- Report on the assets invested from retained oil revenues annually of the Vietnam-Russia Joint Venture "Vietsovpetro".

3. The Parent Company must conduct an audit of the annual financial report and organize accounting and statistical work in accordance with the law.

4. The Parent Company is subject to inspection, examination, and supervision by financial agencies, auditing bodies with authority over the financial and accounting work of the Parent Company in accordance with the law.

5. The Parent Company shall publicly disclose its financial situation in accordance with regulations and bear legal responsibility for the contents disclosed.

Article 27. Audit

Annually, the Parent Company shall conduct internal audit, independent audit as prescribed, and cooperate with state auditing agencies to be audited according to the State Audit Office's work program.

Chapter 6
RIGHTS, OBLIGATIONS AND RESPONSIBILITIES OF

THE BOARD OF MEMBERS, GENERAL MANAGER

IN FINANCIAL MANAGEMENT

Article 28. Rights of the Board of Members

1. The Board of Members shall perform the function of managing the Parent Company, within their scope of authority, they are responsible for organizing, inspecting, and supervising the financial activities of the Parent Company.

2. Receive and be responsible for preserving and developing the state capital assigned. Be responsible before the owner for the results of the Parent Company's business operations, ensuring the implementation of the state's objectives assigned to the Parent Company. Propose plans to adjust the registered capital of the Parent Company to the Ministry of Industry and Trade for approval by the Prime Minister.

3. Submit to the Ministry of Industry and Trade: Approval of the policy before making investment and construction decisions outside the Parent Company, asset transfer contracts exceeding the level authorized to the Board of Members; approve profit distribution plans, reserve fund establishment and usage.

4. In addition to the authorities stipulated in this Charter, the Board of Members shall decide on the following matters:

a) The ratio of reserves to be set aside according to regulations for state-owned limited liability companies with one member where the Parent Company is the owner;

b) Issuing internal regulations on financial management of the Parent Company, economic and technical norms, labor norms, labor productivity, financial cost norms, and other norms;

c) Long-term and annual financial plan indicators of the Parent Company;

d) Appoint representatives of the invested capital in other enterprises.

5. Approve the Parent Company's annual financial report, the plan for using post-tax profits, handle losses after approval by the Ministry of Industry and Trade; implement the publication and disclosure of annual financial reports as prescribed.

6. Supervise the General Manager, Director, and subsidiary units in the use, preservation, and development of capital, fulfillment of obligations to the state, and the state's objectives assigned to the company according to the law.

7. Implement the supervision and evaluation system for the effectiveness of the subsidiary company's operations as prescribed by the state.

8. Approve the capital contribution plan of the wholly-owned limited liability company by the Parent Company to establish new joint-stock companies and limited liability companies with two or more members.

9. Decide or authorize the General Manager to decide on joint venture projects with foreign investors, overseas investment projects of subsidiaries fully owned by the Parent Company within the Board of Members' decision-making authority as prescribed by investment laws.

10. Decide on other matters as prescribed by law.

Article 29. Obligations and Responsibilities of the Board of Members, Chairman of the Board of Members

1. Obligations of the Chairman and Board of Members' members:

a) Faithfully and responsibly exercise the rights and duties assigned for the benefit of the state and the Parent Company;

b) Not to take advantage of position and authority to use the Parent Company's capital and assets for personal gain, family gain, or others;

c) Annually must report comprehensively, accurately, and truthfully on the management and supervision of the Parent Company's operations as prescribed, the ranking results of subsidiaries fully owned by the Parent Company; promptly report contents related to the Parent Company's production and business situation as required by competent authorities.

d) Other obligations as prescribed by law.

2. If the Chairman and Board of Members' members violate the Parent Company's charter, make decisions beyond their authority, not in accordance with their authority, or abuse their positions and authority causing damage to the Parent Company, they must compensate according to the law and the Parent Company's charter. The Prime Minister decides the compensation amount.

3. The Chairman and Board of Members' members shall be relieved of their positions in the following cases:

a) Reporting untruthfully about the Parent Company's financial situation two times or more, or once but seriously distorting the Parent Company's financial situation;

b) Causing the Parent Company to incur losses for two consecutive years, or failing to meet the profit rate target on state capital for two consecutive years, or being in a situation where there is one year of profit or break-even between two years of loss, except for cases: Losses or reduced profit rates on state capital approved by competent authorities; losses or reduced profit rates on state capital due to objective reasons explained and accepted by competent authorities; years of operation after new investment, expanded production, technological renewal that were expected to incur losses as determined in feasibility reports;

c) Other cases as stipulated in the Parent Company's organizational and operational charter and current laws.

4. In case the Parent Company incurs losses or the profit rate on state capital decreases from one year to the next, or fails to meet the profit targets set by the owner, and does not ensure the minimum wage for workers, the Chairman and Board of Members' members will have their salaries reduced and will not receive bonuses.

5. The Chairman and Board of Members' members will be subject to administrative or disciplinary penalties depending on the severity of the violation for the following actions:

a) Violating financial management, accounting, auditing systems, and other systems without reaching the level of criminal prosecution;

b) Deciding on ineffective investment projects, unable to recover capital, or repay loans.

6. Fulfill other responsibilities as prescribed by law.

Article 30. Powers of the General Director of the Parent Company

1. As the legal representative of the Parent Company, has the highest authority to manage the implementation of investment projects and business activities to achieve the business targets set by the Board of Members. Proposes to the Board of Members for approval to adjust the Charter Capital of the Parent Company from competent authorities.

2. Is responsible to the Board of Members for the preservation and development of state capital within the Parent Company.

3. Decides on investment projects outside the Parent Company, loan schemes, asset liquidation and sale plans according to the classification of the Board of Members. Submits to the Board of Members for approval projects and plans exceeding their authority.

4. Develops and submits to the Board of Members for decision long-term financial plans and annual financial plans consistent with business plans; economic and technical standards, labor norms, financial cost standards and other costs suitable to the operating conditions of the Parent Company as a basis for managing its business operations.

5. Determines the ratio of fund allocations, reports to the Board of Members for decision.

Article 31. Obligations and Responsibilities of the General Director

1. Faithfully and responsibly fulfills the assigned powers and obligations for the benefit of the State and the Parent Company.

2. Shall not abuse position and power to use the Parent Company's capital and assets for personal gain, family gain, or others.

3. When the Parent Company cannot pay its debts or fulfill its property obligations, must report to the Board of Members, inform creditors, seek solutions to overcome financial difficulties of the company, and shall not increase salaries or bonuses for employees and company managers. If these measures are not implemented causing damage to creditors, shall bear personal responsibility for such damages.

4. In case of violation of the Parent Company’s Articles of Association, making decisions beyond authority, incorrectly exercising authority, abusing position and power causing damage to the Parent Company and the State, shall compensate according to the law and the Parent Company’s Articles of Association. The Board of Members decides the amount of compensation.

5. Is responsible to the Board of Members and under the law for managing the Parent Company's operations.

6. Bears responsibility and fulfills obligations for the Parent Company's raised capital and other sources of capital; bears material responsibility for losses caused by his own fault to the Parent Company.

7. Prepares and submits to the Board of Members for approval the Parent Company's financial reports. Is responsible for the accuracy and truthfulness of the financial report data and other financial information.

8. The General Director will be relieved of duty or have their contract terminated prematurely in the following cases:

a) Reporting untruthfully about the Parent Company's financial situation two or more times, or once but seriously distorting the Parent Company's financial situation;

b) Not organizing the determination of economic and technical standards, labor norms, productivity norms, financial cost standards, and other costs to submit to the Board of Members for issuance; not disseminating these standards to the implementing entities, not organizing the implementation of these standards; not organizing analysis, evaluation, modification, and supplementation of these standards to align with reality and management requirements;

c) Other cases as stipulated in the Parent Company's organizational and operational charter and current laws.

9. In case the Parent Company incurs losses, the profit rate on state capital decreases year over year, fails to meet the profit targets stipulated in the contract or those assigned by the appointing party, or fails to ensure the minimum wage for employees, shall have their salary reduced and be ineligible for bonuses.

10. Subject to administrative or disciplinary action depending on the severity of the violation for the following actions:

a) Violating financial management, accounting, auditing systems, and other regulations that do not warrant criminal prosecution;

b) Deciding on ineffective investment projects, organizing the implementation of investment projects contrary to plans, leading to delayed capital recovery, inability to recover capital, or inability to repay debt.

11. Annually, the General Director must submit a report on the results of managing the Parent Company's operations to the Board of Members.

12. Fulfill other responsibilities as prescribed by law.

Chapter III
MANAGEMENT OF CAPITAL OF THE PARENT COMPANY INVESTED

IN OTHER ENTERPRISES

Article 32. Rights and Obligations of the Capital Owner of the Parent Company Investing in Other Enterprises

1. For a state-owned joint stock company with one member that the Parent Company owns 100% of the charter capital, the Parent Company has the rights and obligations of the owner as prescribed by the Enterprise Law.

2. For other enterprises, the Parent Company has the following rights:

a) The rights of shareholders, contributing members, and joint venture parties as prescribed by law and the articles of association of the enterprise;

b) Appointing representatives to exercise the rights of shareholders, contributing members, and joint venture parties at general meetings of shareholders, contributing members, and joint venture parties;

c) Appointing, dismissing, rewarding, and disciplining the representative of the Parent Company's capital in other enterprises (hereinafter referred to as the representative), deciding on salaries, allowances, bonuses, and benefits for the representative, except when the representative receives salary from the other enterprise;

d) Requesting the representative to report periodically or unexpectedly on the business results and financial situation of other enterprises;

đ) Assigning tasks and directing the representative to protect the legitimate rights and interests of the State and the company in other enterprises. Requesting the representative to report on the performance of their duties, powers, and responsibilities, especially in guiding enterprises with controlling shares or contributions of the Parent Company to implement the Parent Company's goals and strategies;

e) Inspecting and supervising the activities of the representative, identifying shortcomings and weaknesses of the representative to prevent and correct them promptly;

g) Deciding or submitting to the competent authority to decide on investment to increase capital or recover invested capital in other enterprises in accordance with the law and the articles of association of the enterprise;

h) Being responsible for the effectiveness of the use, preservation, and development of the Parent Company's invested capital;

i) Supervising the recovery of invested capital in other enterprises and the distribution of profits from other enterprises;

k) Performing other rights and obligations as prescribed by law.

Article 33. Rights and Obligations of the Representative of the Parent Company's Capital in Other Enterprises

Based on current regulations, the Parent Company issues provisions regarding the rights, responsibilities, remuneration, salaries, bonuses, benefits, standards, and reporting systems of the Representative of the Parent Company's capital in other enterprises. In this regard, the Representative of the Parent Company's capital in other enterprises has the following rights and obligations:

1. Being introduced by the Parent Company to participate in the election for management and executive positions in one or more other enterprises according to the articles of association of those enterprises.

2. Exercising the rights of the owner as authorized by the Parent Company to perform the rights of shareholders, contributing members, and joint venture parties at general meetings of shareholders; using the rights of the owner carefully in accordance with the owner's instructions, especially when the Parent Company is a controlling shareholder or contributor.

3. Receiving salaries, bonuses, allowances, and other benefits in accordance with the regulations of the Parent Company consistent with the law.

4. Representatives participating in the Management Board of other enterprises must study and propose directions and measures for their operations in other enterprises to be approved by the owner.

5. Representatives must seek the owner's opinion in writing before participating in discussions, voting, and decisions at general meetings of shareholders, meetings of the Board of Directors, and the Board of Members regarding business sectors, objectives, tasks, strategies, production and business plans, investment and development plans; restructuring, dissolution, bankruptcy; issuing, amending, and supplementing the articles of association; increasing or decreasing the charter capital; nominating candidates for election, dismissal, removal, rewards, and handling violations of Board of Directors, Board of Members, General Director (Director), Deputy General Director (Deputy Director); profit distribution and setting up, using funds, annual dividends.

When multiple representatives participate in the Board of Members, the Management Board of other enterprises, they must unify the implementation of the owner's instructions.

6. Representatives in enterprises with controlling shares or contributions of the Parent Company must have the responsibility to guide these enterprises towards the Parent Company's goals and directions. Upon discovering that the enterprise deviates from the Parent Company's goals and directions, they must immediately report to the capital owner and propose solutions to address the issue. After obtaining approval from the capital owner, they need to organize immediate implementation to quickly align the enterprise with the established goals and directions.

7. Being responsible to the capital owner for assigned tasks. If there is a lack of responsibility, abuse of duties and powers causing damage to the owner, they must bear responsibility and compensate for material losses in accordance with the law.

8. Organizing the implementation of assigned tasks by the Parent Company, monitoring the business and financial operations, and the business results of other enterprises in accordance with laws and the enterprise's articles of association. Supervising and protecting the legitimate rights and interests of the Parent Company in accordance with the law.

9. Being responsible for compiling and evaluating the business and financial situation, proposing measures to handle difficulties to improve the efficiency of invested capital in other enterprises, and reporting to the capital owner quarterly and at the end of the fiscal year or upon the owner's request based on financial reports and other reports. Promptly reporting to the owner about the enterprise's operating losses, inability to ensure payment capacity, failure to meet assigned objectives and tasks, or other violations.

10. Performing other rights and obligations as prescribed by law, the enterprise's articles of association, and the capital owner.

Article 34. Responsibilities of the Board of Members in Managing Investment Capital in Other Enterprises

The Board of Members shall inspect and supervise the use of investment capital in other enterprises, be responsible for the effectiveness of such use, preservation and development of investment capital outside the Parent Company; earn profits from such investments; appoint persons to directly manage the investment capital at other enterprises.

Chapter IV
STATE MANAGEMENT OF FINANCE FOR

PARENT COMPANY - VIETNAM OIL AND GAS CORPORATION GROUP

Article 35. For the Government

The Government shall uniformly manage and organize the implementation of the rights and obligations of the State owner towards the Parent Company - Vietnam Oil and Gas Corporation Group, issue a Decree on Financial Regulations of the Parent Company, and delegate certain rights of the State owner in the financial field to relevant Ministries, equivalent Ministries, agencies under the Government, and the Board of Members of the Parent Company - Vietnam Oil and Gas Corporation Group.

Article 36. Prime Minister

1. Decide on the investment of capital to form the registered capital and adjust the registered capital during the operation of the Parent Company - Vietnam Oil and Gas Corporation Group based on the proposal of the Ministry of Industry and Trade, the audit of the Ministry of Finance, and the opinion of the Ministry of Planning and Investment.

2. Decide on the reinvestment of pre-tax profits distributed by the host country to the Vietnam Oil and Gas Corporation Group for the development of the oil and gas industry and to supplement the Exploration and Development Fund.

3. Decide on other issues as stipulated in the Charter of the Parent Company and related laws.

Article 37. Ministry of Finance

1. Audit and submit to the Prime Minister for approval the increase in registered capital during the production and business operations of the Parent Company.

2. Submit to the Government for issuance, amendment, and supplementation of the Decree of the Government on Financial Management Regulations of the Parent Company - Vietnam Oil and Gas Corporation Group.

3. Guide the implementation of payment and settlement of revenues as prescribed in Article 18 of this Regulation.

4. Coordinate with the Ministry of Industry and Trade to inspect and supervise the management and use of state investment capital in the Parent Company - Vietnam Oil and Gas Corporation Group, and the implementation of the Decree on Financial Regulations for the Parent Company - Vietnam Oil and Gas Corporation Group.

5. Coordinate with the Ministry of Industry and Trade to evaluate the business performance and management activities of the Board of Members of the Parent Company - Vietnam Oil and Gas Corporation Group.

6. Perform other rights and obligations as stipulated in the Charter of the Parent Company and related laws.

Article 38. Ministry of Industry and Trade

1. Propose to the Prime Minister to adjust the increase in registered capital of the Parent Company based on the proposed plan of the Board of Members of the Parent Company.

2. Approve the principle according to its authority before the Board of Members of the Parent Company decides on investment and construction outside the Parent Company, loan contracts, lending, transfer, sale of assets exceeding the level delegated to the Board of Members.

3. Approve the Board of Members' approval of profit distribution plans, reserve fund establishment and usage; the Parent Company's financial statements and consolidated financial statements of the Group.

4. Lead the inspection and supervision of the management and use of state investment capital in the Parent Company; inspect the implementation of the Decree on Financial Regulations for the Parent Company - Vietnam Oil and Gas Corporation Group.

5. Lead the evaluation of the business performance and management activities of the Board of Members of the Parent Company - Vietnam Oil and Gas Corporation Group.

6. Decide on other issues as stipulated in the Charter of the Parent Company issued together with Decree No. 149/2013/NĐ-CP dated October 31, 2013 of the Government and related laws.

Chapter V
IMPLEMENTING PROVISIONS

Article 39. The Board of Members of the Parent Company - Vietnam Oil and Gas Corporation Group shall direct the Parent Company to implement this Regulation. In the course of implementation, if there are difficulties, they shall report to the Ministry of Finance for research and synthesis to propose the Government to amend and supplement./.