Decree No. 151/2013/ND-CP on the functions, tasks, and operational mechanisms of the State Capital Investment Corporation

DECREE

Regarding functions, tasks, and operational mechanisms

of the State Capital Investment Corporation

________________________

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

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Investment Law dated November 29, 2005;

Pursuant to the Securities Law dated June 29, 2006 and the Law Amending and Supplementing Certain Articles of the Securities Law dated November 24, 2010;

Pursuant to Decree No. 99/2012/NĐ-CP dated November 15, 2012 of the Government on the division of responsibilities between the State owner and state-owned enterprises and state capital invested in enterprises;

At the proposal of the Minister of Finance;

The Government issues this Decree on the functions, tasks, and operational mechanisms of the State Capital Investment Corporation.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

This Decree stipulates the functions, tasks, and operational mechanisms of the State Capital Investment Corporation (hereinafter referred to as the Corporation).

The Corporation is an enterprise established by the Prime Minister's decision; it is funded by the State with registered capital and entrusted to manage state capital at enterprises transferred by ministries, ministerial-level agencies, provincial People's Committees (hereinafter referred to as provincial People's Committees).

The organization and operation of the Corporation shall be governed by the provisions of this Decree, the Corporation's Charter, and other relevant laws.

Article 2. Form of organizational activity of the Corporation

The Corporation operates under the form of a limited liability company with 100% state ownership.

Article 3. Explanation of Terms

1. In this Decree, the following terms are understood as follows:

a) "Units under the Corporation" are dependent accounting units within the organizational structure of the Corporation;

b) "Subsidiaries of the Corporation" are companies established by the Corporation and held more than 50% of the registered capital (excluding enterprises receiving according to Clause 1, Article 7 of this Decree);

c) "Associated companies of the Corporation" are companies with the Corporation's investment outside those mentioned in Point b, Clause 1 of this Article (including received enterprises);

đ) "Selling state capital" is the act of the Corporation selling off or selling out shares or contributions in enterprises that the Corporation receives and invests in.

2. Other terms in this Decree have been defined in the Civil Code, the Enterprise Law, and other legal documents, and shall be interpreted as defined in these legal documents. The term "law" means Vietnamese law.

Article 4. Functions and Tasks of the Corporation

1. Receiving the right to represent the state owner at enterprises as prescribed in Clause 1, Article 7 of this Decree.

2. Implementing the rights and obligations of the owner towards enterprises and the portion of capital received and directly invested by the Corporation.

3. Continuing to implement restructuring, shareholding, and selling state capital investments in transferred enterprises in accordance with current regulations.

4. Investing capital in groups, corporations, or parent companies operating in sectors where the state holds controlling interests.

5. Investing capital in projects designated by the Government and the Prime Minister.

6. Investing and managing capital in industries, fields, and projects that generate economic efficiency as prescribed by law.

7. Providing investment advisory services, financial advisory services, shareholding advisory services, corporate management advisory services, ownership transfer advisory services, merger and acquisition advisory services, and other business support services as prescribed by law.

8. Performing certain tasks related to the Enterprise Restructuring and Development Fund as prescribed by law.

The organizational structure, management and operation system of the Corporation shall be implemented in accordance with the provisions of the law.

The Board of Members of the Corporation consists of seven people. The Chairman of the Board of Members and members of the Board of Members work on a full-time or part-time basis.

1. Manage and use effectively, preserve and develop state capital invested and state capital at enterprises under its management.

2. Report to the Ministry of Finance for review and submit to the Prime Minister for approval the overall restructuring and modernization plan for wholly state-owned limited liability companies under its management.

3. Report to the Ministry of Finance for review and submit to the Prime Minister for approval the strategy, production and business plans, and five-year investment development plans.

4. Select and decide on the fields, forms of investment and business capital according to market principles, ensuring efficiency, profitability, and compliance with the provisions of the law.

In cases where it implements investment and business capital tasks with political-social objectives assigned by the Government and the Prime Minister, the Corporation must organize monitoring to clearly determine the results of these tasks and report to the Prime Minister for consideration and handling.

5. Contribute capital and assets with domestic and foreign investors for joint ventures and associations through forms such as purchasing a portion or all of another company, establishing new businesses, signing cooperation agreements; other forms as prescribed by law.

6. Be entitled to independently decide on additional capital investments and selling capital at enterprises transferred from ministries, ministerial-level agencies, provincial People's Committees in accordance with current laws; independently choose the forms of selling capital that the Corporation has received or invested in enterprises in accordance with this Decree and the Charter of the Corporation; agree to repurchase shares or contributions sold to investors to ensure the rights and interests of the State.

7. Accept entrusted investment funds from the State and organizations and individuals both domestically and internationally.

8. The Corporation may be established, participate in contributing capital to establish subsidiaries and associated companies (including fund management companies and investment funds).

9. Decide to establish branches, representative offices, and subordinate units both domestically and internationally after obtaining approval from the competent authority.

10. Appoint, authorize, and evaluate the activities of the Representative; dismiss, reward, and discipline the Representative; decide on the remuneration, bonuses, and other benefits of the Representative at enterprises under its management.

11. Assign the Representative to decide on matters stipulated in this Decree.

12. Participate in selecting the Representative of state capital in enterprises subject to capital transfer to the Corporation.

13. Perform other rights and obligations as prescribed by law.

Chapter II

MANAGEMENT AND BUSINESS INVESTMENT WITH STATE CAPITAL

Section 1

ACCEPTANCE OF RIGHTS TO REPRESENT THE STATE OWNER
IN ENTERPRISES

1. The Corporation shall implement the acceptance of rights to represent the state owner at the following types of enterprises (excluding enterprises mainly engaged in providing public goods and services, enterprises directly serving national defense and security, and other cases decided by the Prime Minister to be assigned to other agencies):

a) State-owned limited liability companies converted from independent state companies or newly established under ministries, ministerial-level agencies, and provincial People's Committees;

b) Limited liability companies with two or more members converted from independent 100% state-owned enterprises or newly established under ministries, ministerial-level agencies, and provincial People's Committees;

c) Joint ventures with state capital contributions represented by ministries, ministerial-level agencies, and provincial People's Committees;

d) Joint-stock companies converted from independent 100% state-owned enterprises or newly established under ministries, ministerial-level agencies, and provincial People's Committees;

đ) For economic groups, corporations, and other cases, the transfer of rights to represent the state owner to the Corporation shall be carried out according to the decision of the Prime Minister.

2. The Corporation is responsible for fully reflecting the value of state capital contributions at enterprises that have been accepted according to the value determined in the Memorandum of Transfer of State Ownership Representation Rights between the parties.

3. Ministries, ministerial-level agencies, and provincial People's Committees are responsible for transferring rights to represent the state owner at enterprises to the Corporation as stipulated in Clause 1 of this Article immediately after these enterprises complete their shareholding reform or convert to limited liability company form.

4. The Ministry of Finance shall guide the transfer of rights to represent the state owner at enterprises to the Corporation.

Article 8. Determining the Value of the Contributed Capital

1. The Corporation shall be responsible for implementing or hiring organizations with valuation functions to determine the value of state capital received through market prices as a basis for management, supervision, and evaluation of the Corporation's capital management effectiveness, and awarding bonuses according to this Decree.

2. The determination of the value of the state capital received shall be carried out as follows:

a) For enterprises that have been listed and have successful transaction prices for reference, the value shall be determined based on the average price over a maximum period of three consecutive months prior to the date of receiving the transfer.

b) For the remaining enterprises, the value shall be determined based on the equity value reflected in the Financial Statement prepared at the nearest point in time to the date of receiving the transfer.

3. The determination of the value of the state capital transferred to the Corporation must be completed within thirty working days from the date the Corporation signs to receive the transfer. For the state capital received before this Decree takes effect, it must be determined within no more than ninety working days from the date this Decree takes effect, with the valuation date being the effective date of this Decree.

4. Costs related to the activity of determining the value of the state capital shall be recorded as business expenses of the Corporation.

Section 2

MANAGEMENT OF STATE CAPITAL AFTER RECEIVING THE TRANSFER

Article 9. Establishing Files and Categorizing Enterprises After Receiving the Transfer

1. After receiving the rights to represent state capital contributions in enterprises, the Corporation shall be responsible for establishing Enterprise Files and categorizing enterprises into groups to apply appropriate management measures for the state capital invested in each enterprise.

2. The Board of Members of the Corporation shall issue criteria and methods for categorizing state-invested enterprises transferred to the Corporation to exercise representative rights.

Article 10. Analysis, Evaluation, and Development of Plans for State Capital Restructuring in Enterprises

1. The Corporation shall analyze and evaluate the situation of enterprises receiving the transfer to develop plans and solutions for restructuring and improving governance efficiency in each enterprise.

2. Based on the results of categorization, plans, and solutions for restructuring each enterprise, the Corporation shall implement restructuring measures to enhance operational efficiency and divest state capital from enterprises where the State does not need to hold shares, in accordance with the principles stipulated in this Decree.

Article 11. Organizing Management of State Capital Investment in Enterprises

The Corporation shall directly manage or implement state capital management in enterprises through a system of Representatives under the Corporate Governance Regulations for State Capital Investment in Enterprises and the Representative Regulations issued by the Board of Members of the Corporation.

Section 3

SELLING STATE CAPITAL

Article 12. Principles for Selling State Capital

1. In accordance with the criteria and classification lists of state-owned enterprises decided by the Prime Minister and the Divestment Plan issued by the Board of Members.

2. Ensuring the preservation and development of the value of state capital transferred to the Corporation.

3. Ensuring transparency and compliance with legal regulations, creating conditions for enterprise development.

Article 13. Forms of Selling State Capital

The Corporation shall apply forms of selling state capital in accordance with current laws and the Charter of the Corporation, including:

1. Trading methods on stock exchanges.

2. Public auction.

3. Competitive bidding.

4. Negotiated sale in accordance with Point d Clause 4 Article 14 of this Decree.

5. Other forms as prescribed by law.

Article 14. Mechanism for Selling State Capital

The Corporation is entitled to implement mechanisms for selling state capital in accordance with current State regulations and this Decree, specifically as follows:

1. The sale of the Corporation's capital in enterprises where it has taken over state ownership rights aims at continuing shareholding reform, reducing state capital in enterprises that the State does not need to hold, and is not considered the sale of founding shareholders' capital nor subject to public offering regulations.

2. The Corporation may conduct a public auction to sell all shares after approval by the Board of Members to ensure success when it needs to sell off all capital in an enterprise.

3. The Corporation may adopt incentive policies for consulting firms, brokers, and securities companies based on their performance and effectiveness in selling the Corporation's capital.

4. For enterprises not listed on stock exchanges, the Corporation shall sell capital in accordance with current State regulations and the following provisions:

a) The Corporation may publicly auction part of the shares intended for sale, reserving the remainder (up to a maximum of 70% of the total intended for sale) for negotiated sale to employees or strategic shareholders at a price no lower than the lowest successful auction price.

b) In cases where the public auction is unsuccessful, the Corporation may decide to reduce the starting price for another auction. The reduction of the starting price for auction shall be carried out no more than three times, with a period of no more than two months between each adjustment. The maximum reduction rate each time shall not exceed 10% compared to the starting price of the previous capital sale.

In special cases where there are sudden impacts on the company's value such as decisions by competent authorities regarding land use rights or significant business risks faced by the enterprise, the Corporation may proactively determine the new starting price reflecting all factors affecting the share value.

c) For loss-making production and business enterprises that have conducted public auctions but have no buyer willing to purchase at or above par value, the Corporation may lower the starting price below par value for the auction to recover the maximum portion of the state capital invested in the enterprise.

d) In cases where the total par value of shares sold through public auction is less than 10 billion VND or shares of loss-making enterprises with a par value of 10 billion VND or more, the sale may be conducted through securities companies or organized by the Corporation itself.

e) The form of negotiated sale shall be implemented in the following cases:

- Negotiated sale in cases where the public auction is unsuccessful or the public auction has not fully sold out at a price no lower than the starting price of the auction;

- Negotiated sale of shares won in the public auction but withdrawn by the bidder at a price no lower than the lowest successful auction price;

- Negotiated sale in cases where the buyer is a limited liability company wholly owned by the State with the principle of preserving state capital according to the plan approved by the Ministry of Finance;

- Agreement to swap shares or contributions belonging to the Corporation in enterprises according to the plan approved by the Ministry of Finance;

- Negotiated sale in accordance with the directive of the Prime Minister.

- Other cases as prescribed by law.

Article 15. Authority to Decide on the Sale of State Capital

1. The Corporation has the right to proactively sell state capital at enterprises where the State does not need to hold state capital according to the Prime Minister's Decision on classifying enterprises and the list of enterprises where the State does not need to hold shares.

2. For the sale of state capital at enterprises listed under the category where the State holds controlling shares:

a) In cases where selling off part of the shares still ensures a shareholding ratio above 50% of the enterprise's charter capital, the Corporation shall examine and decide;

b) In cases where selling capital leads to failing to ensure a shareholding ratio above 50% of the enterprise's charter capital, the Corporation shall report to the Ministry of Finance for submission to the Prime Minister for examination and decision before implementation.

3. Based on current laws and this Decree, the Board of Members of the Corporation shall issue Regulations on the sale of state capital at enterprises managed by the Corporation.

Section 4

BUSINESS INVESTMENT WITH THE CORPORATION'S CAPITAL

1. The Corporation has the right to proactively use business capital to implement investment in projects, sectors, and industries based on ensuring the following principles:

a) Compliance with current legal regulations;

b) Consistency with the Corporation's strategic plans, planning, and development programs approved by competent authorities;

c) Effective investment;

d) Consistency with the Corporation's ability to balance capital resources.

2. For important infrastructure projects that require State support for investment, the Corporation participates as a financial investor and mobilizes domestic and foreign capital sources to implement.

3. The level of investment in fields specified in Clause 4, Article 17 of this Decree shall not exceed 30% of the total annual planned investment amount.

Article 17. Fields and Forms of Investment

1. Investing capital in projects, groups, corporations, or parent companies operating in key economic sectors where the State needs to hold controlling rights.

2. Investing in important areas assigned by the Government and the Prime Minister using government capital and self-balanced capital of the Corporation.

The Corporation is responsible for separately tracking designated investments aimed at political-social objectives.

3. Supplementing capital into enterprises with Corporation capital.

4. Investing and operating capital in projects, industries, and fields yielding economic benefits:

a) Contributing capital to establish new enterprises, joint ventures, joint operations, investing in purchasing partial assets or entire other enterprises;

b) Investing through buying and selling stocks, bonds, and other financial instruments;

c) Investing in collaboration or entrusting to financial organizations and investment funds;

d) Directly or indirectly investing abroad;

đ) Other forms of investment as prescribed by law.

1. The Corporation decides on investment in Group A and B projects based on the annual approved list by the Ministry of Finance.

2. The Corporation has the right to proactively decide on investment for projects not covered by Clause 1 of this Article according to the law, provided that it ensures the resources for implementing Group A and B projects already approved by the Ministry of Finance.

3. The Corporation shall not invest or contribute capital to other enterprises where the managers or executives of the Corporation are spouses, parents, children, or full siblings of members of the Board of Directors, Supervisors, Management Board, and Chief Accountants of those enterprises.

Article 19. Recovery of Investment Capital

The Corporation has the right to proactively transfer or sell its share capital in enterprises and projects with the Corporation's share capital on the principle of efficiency, preservation, development of business capital, and compliance with the provisions of the law.

For investment funds designated by the Government and the Prime Minister, the Corporation can only recover capital after obtaining approval from the Government and the Prime Minister.

Section 5

IMPLEMENTATION OF RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF THE STATE OWNER FOR ENTERPRISES IN WHICH THE CORPORATION HOLDS 100% OF THE REGULATED CAPITAL AS A LIMITED LIABILITY COMPANY
THE STATE OWNER OF AN ENTERPRISE WHERE 
A HOLDING COMPANY HOLDS 100% OF THE REGULATORY CAPITAL IS A 
LIMITED LIABILITY COMPANY WITH ONE MEMBER

1. Deciding on establishment, objectives, tasks, and business sectors; restructuring, ownership conversion, dissolution, and bankruptcy requests; contributing capital to other enterprises.

2. Approving the Charter, amending and supplementing the Charter.

3. Deciding on the issuance of registered capital, adjustment, and partial or full transfer of registered capital.

4. Deciding on the organizational structure of management, appointing, reappointing, dismissing, resignation, signing contracts, terminating contracts, rewarding, and disciplining the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director) of the company.

5. Deciding on strategies, production and business plans, and development investment plans.

6. Approving investment policies, asset purchases and sales, loan contracts, and lending contracts.

7. Establishing financial systems, profit distribution, reserve fund creation and usage, and approving annual financial reports.

8. Establishing recruitment systems, salaries, and bonuses; deciding on salary levels for the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director).

9. Deciding on market development solutions, marketing, and technology; establishing mechanisms for assigning tasks and participating in the provision and assurance of public goods and essential services for the economy.

10. Supervising, inspecting, and auditing the implementation of laws; evaluating the achievement of assigned goals, performance results, and business efficiency; managing, using, preserving, and developing the company's capital. Evaluating the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director), Deputy General Directors (Deputy directors), Chief Accountants of the company.

11. Other rights as prescribed by law.

Article 21. Obligations of the Corporation

1. Providing sufficient registered capital for the company.

2. Adhering to the Company Charter.

3. Being responsible for the company's debts and other property obligations within the scope of the company's registered capital; identifying and separating the owner's assets from the company's assets.

4. Complying with the law when approving investment policies, asset purchases and sales, and loan and lending contracts of the company.

5. Ensuring the company's lawful business rights.

6. Fulfill other obligations as prescribed by law.

Chapter 6

IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE STATE OWNER FOR THE CAPITAL INVESTED IN OTHER ENTERPRISES
THE STATE CAPITAL INVESTED IN OTHER ENTERPRISES

1. Deciding on capital contributions and transfers of state-owned capital in enterprises; implementing shareholders' rights according to the law and the enterprise's Charter; being responsible for the enterprise's debts and other property obligations within the scope of the capital contributed by the Corporation.

2. Appointing representatives to exercise shareholders' rights; dismissing, rewarding, and disciplining representatives; deciding on bonuses, allowances, and other benefits for representatives; evaluating representatives.

3. Requesting representatives to implement assigned contents as stipulated in Clause 4 of this Article, except where the enterprise's Charter provides otherwise; reporting periodically or urgently on investment, financial status, state-owned capital utilization efficiency, and business results of the enterprise.

4. The Corporation provides written opinions for representatives to participate in voting on the following matters of the enterprise:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Charter, amendments, and supplements to the Charter of the enterprise;

c) Matters related to increasing or decreasing the registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that can be offered for sale; purchasing more than 10% of the total number of sold shares of each type;

d) Proposals for electing, recommending dismissal, removal, rewards, and handling violations of Board of Directors members, Chairman of the Board of Directors, Chairman of the Board of Members, Supervisory Board members. Proposals for appointing, recommending dismissal, signing contracts, terminating contracts with the General Director (Director) of the enterprise. Remuneration, salaries, bonuses, and other benefits of Board of Directors members, Board of Members members, Supervisory Board members, General Director (Director) of the enterprise; number of Board of Directors members, Supervisory Board members, Deputy General Directors (Deputy directors) of the enterprise;

đ) Strategies, production and business plans, and five-year and annual development investment plans of the enterprise; list of group A and B investment projects annually;

e) Policies for capital contribution, holding, increasing, and decreasing investment capital in other enterprises according to the enterprise's Charter; establishment, restructuring, dissolution of branches, representative offices, and other dependent accounting units; accepting voluntary participation of enterprises as subsidiaries or associated companies;

g) Policies for purchasing and selling assets and loan and lending contracts valued at or exceeding 50% of the enterprise's registered capital or a smaller ratio specified in the enterprise's Charter; policies for foreign borrowing of the enterprise;

h) Financial reports, profit distribution, reserve fund creation and usage, and annual dividend rates;

i) Recruitment systems; remuneration, salary, and bonus systems of the enterprise.

5. Requesting representatives to report for regular supervision, inspection, and auditing of law compliance; management, use, preservation, and development of state-owned capital in the enterprise; implementation of strategies and plans; evaluation of goal achievement, assigned task completion, activity results, and business efficiency.

Article 23. Rights and responsibilities of the Corporation towards enterprises in which the Corporation holds not more than 50% of the charter capital

1. Decide on the contribution of capital and the transfer of capital of the Corporation invested in the enterprise; exercise the rights of shareholders and contributing members according to the laws and the Articles of Association of the enterprise; be responsible for the debts and other property obligations of the enterprise within the scope of the capital contributed by the Corporation to the enterprise.

2. Designate the Representative to exercise the rights of shareholders and contributing members; dismiss, reward, and discipline the Representative at the enterprise; decide on bonuses, allowances, and other benefits for the Representative; evaluate the Representative.

3. Requesting representatives to implement assigned contents as stipulated in Clause 4 of this Article, except where the enterprise's Charter provides otherwise; reporting periodically or urgently on investment, financial status, state-owned capital utilization efficiency, and business results of the enterprise.

4. The Corporation provides written opinions for representatives to participate in voting on the following matters of the enterprise:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Articles of Association, amendments, and supplements to the Articles of Association of the enterprise;

c) Matters related to increasing or decreasing the registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that can be offered for sale; purchasing more than 10% of the total number of sold shares of each type;

d) The nomination for election, recommendation for dismissal, removal, reward, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, members of the Supervisory Board; nomination for appointment, dismissal, signing of contracts, termination of contracts with the General Director (Director) of the enterprise. Remuneration, salary, bonus, and other benefits of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director) of the enterprise; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Directors (Deputy Directors) of the enterprise;

đ) Strategy, production and business plans, and five-year and annual investment development plans of the enterprise;

e) Policy on establishing subsidiary companies; establishment, restructuring, and dissolution of branches and representative offices;

g) Policy on investment, purchase, sale of assets, and loan contracts with values equal to or greater than 50% of the total asset value recorded in the latest financial report published by the enterprise or another smaller ratio specified in the Articles of Association of the enterprise;

h) Annual financial reports, profit distribution, reserve fund establishment and utilization, and annual dividend rate of the enterprise.

5. Require the Representative to report to implement regular supervision, inspection, and evaluation of the effectiveness of the Corporation's capital usage in the enterprise.

Section 7
REPRESENTATIVE OF STATE CAPITAL INVESTMENT
IN OTHER ENTERPRISES

Article 24. Methods of managing state capital investment in enterprises

1. The Corporation directly manages or implements management of state capital in enterprises through a system of Representatives as stipulated by current laws, the Articles of Association of the Corporation, and the Regulations on Representatives issued by the Board of Members of the Corporation.

2. Forms of appointing and delegating Representatives:

a) The Corporation carries out the appointment or delegation of Representatives through a delegation decision to act as the Representative of the Corporation's capital in the enterprise;

b) In cases where the Corporation does not appoint or delegate a capital representative, the Corporation will directly exercise shareholder and contributing member rights and obligations, and joint venture party rights and obligations in the enterprise according to the Enterprise Law;

c) Other forms of delegation according to the Corporation's Regulations on Representatives.

Article 25. Standards and conditions for representatives of state capital investment in other enterprises

The Representative of the Corporation's contributed capital in other enterprises must meet all standards and conditions as prescribed by laws, the Articles of Association, and the Corporation's Regulations on Representatives.

Article 26. Rights and Obligations of the Representative

The Representative shall perform rights and obligations as prescribed by law and the Representative Regulation of the Corporation.

In case the Representative fails to properly execute their rights and obligations as directed by the Corporation, causing losses to the Corporation, they shall be subject to violation handling, termination of authorization, and compensation for damages to the Corporation in accordance with the provisions of law.

Article 27. Policy for Representatives after Selling State Capital in Enterprises

1. For Representatives who are Corporation officials: The Corporation shall implement labor regulations as prescribed by labor laws and the Corporation's regulations.

2. For Representatives who are enterprise officials: The Corporation shall notify the enterprise of the termination of authorization so that the enterprise can implement labor regulations as prescribed by labor laws and the enterprise's regulations.

3. For Representatives who were concurrently appointed by Ministries, sectors, provincial People's Committees before transfer: The Corporation shall coordinate with Ministries, sectors, and provincial People's Committees to arrange and resolve the implementation of labor regulations as prescribed by labor laws and the enterprise's regulations.

Article 28. Pilot Mechanism to Enhance Responsibility of the Corporation's Representatives

The Ministry of Finance shall take the lead in coordinating with the Ministry of Home Affairs and the Ministry of Labor, Invalids, and Social Affairs to prepare a report for the Prime Minister's decision on piloting a mechanism to implement state ownership representation rights at enterprises with significant state capital and corporations with long-term holding orientations according to the following principles:

- The Corporation directly appoints, authorizes, and dismisses Representatives at enterprises; pays salaries and bonuses to Representatives based on the completion of assigned tasks.

- Clearly define the responsibilities and benefits of Representatives in performing tasks assigned by the Corporation.

- The Corporation may establish a salary and bonus fund for Representatives from income earned at enterprises under this pilot mechanism and from dividends and profits distributed from state capital transferred for ownership representation. Specific deduction rates from dividends and profits shall be stipulated by the Ministry of Finance.

The above fund shall be used to pay salaries, bonuses, and other benefits to Representatives at enterprises as prescribed.

Chapter III
FINANCIAL AFFAIRS OF THE CORPORATION

Article 29. Operating Capital of the Corporation

1. Shareholder equity includes:

a) Capital provided directly by the State in cash or assets;

b) Capital received at book value from companies as prescribed in Article 7 of this Decree;

c) Differences arising from asset revaluation and exchange rate differences as prescribed by law;

d) Development investment funds allocated from post-tax profits of the Corporation;

e) Other sources of capital originating from the State.

2. Raised capital through bond issuance, borrowing, joint venture contributions, joint operation contributions, and other forms as prescribed by law.

3. Entrusted capital from the State and organizations and individuals both domestically and internationally as prescribed by law.

4. Other capital as prescribed by law.

Article 30. Revenue

1. Profit, dividends distributed, proceeds from selling the enterprise, assets, shares, and capital contributions from the portion of capital that the Corporation directly invests.

2. Profit and dividends distributed from the received capital portion.

3. Proceeds from selling state-owned shares at receiving enterprises, including non-refundable deposits to investors.

4. Income from financial activities, services, and other revenues as prescribed by law.

Article 31. Expenses

1. Costs for investment and business operations with capital directly invested by the Corporation as prescribed by current laws.

2. Costs for managing received capital (including costs to determine state-owned capital at the time of handover), costs for selling received capital.

3. The original value of received capital at enterprises where the Corporation implements capital sales.

5. Fees, bonuses, and other expenses for representatives not falling under the subjects specified in Article 28 of this Decree.

6. Other expenses as prescribed by law.

1. The wage mechanism and salary fund for employees of the Corporation shall be implemented according to current legal regulations.

2. The unit wage rate is determined and stabilized for three years.

3. The Board of Members of the Corporation establishes a management regulation on wages, bonuses, and wages-like expenses within the Corporation as prescribed by law. The Corporation has the autonomy to use the salary fund to develop high-quality human resources.

Article 33. Profit

The profit realized in the year is the business result of the Corporation, including profit from main business activities and other activities. The Corporation's profit is determined as the difference between total revenue minus total expenses as prescribed by current laws and this Decree.

Article 34. Distribution of Profit

1. After covering previous year losses as prescribed by the Law on Corporate Income Tax, setting aside the Science and Technology Development Fund as prescribed by law, paying corporate income tax, the remaining profit is distributed as follows:

a) Dividing profits among capital contributors according to the contract (if applicable).

b) Covering previous year losses that have exceeded the allowable deduction period before corporate income tax.

- Establishing a bonus fund for Corporation management staff, award and welfare funds as prescribed.

- Establishing a bonus fund for capital sale achievements equal to 10% of the difference between total proceeds from selling received capital during the year, revalued according to Article 8 of this Decree, less selling costs and corporate income tax but not exceeding three months' actual salary.

- The remaining profit is transferred entirely into the development investment fund.

2. The Board of Members reviews and approves the annual financial report and decides on the utilization plan for post-tax profit of the Corporation.

Article 35. Management of the Capital Sale Achievement Award Fund

The Capital Sale Achievement Award Fund established in accordance with this Decree shall be used to reward and encourage managers, specialists, and employees of the Corporation for their achievements in state capital management and sale activities; and to reward other individuals and groups who have contributed to the Corporation's operational achievements. Specific award amounts shall be determined by the General Director in accordance with the regulations on the use of the Capital Sale Achievement Award Fund, which has been approved by the Board of Members.

Article 36. Accounting System, Financial Reporting, Financial Statements, Statistical Reports, Auditing, and Financial Disclosure

1. The Corporation shall implement the accounting system, financial reporting, financial statements, statistical reports, auditing, and financial disclosure in accordance with this Decree, the Accounting Law, and related regulations.

2. The consolidated report of the Corporation shall not include companies receiving transferred assets as stipulated in Clause 1, Article 7 of this Decree.

3. The Corporation shall implement the financial mechanism prescribed in this Decree from January 1, 2013.

Chapter IV

MANAGEMENT OF THE CORPORATION'S ACTIVITIES

1. The Government shall issue the Charter, amend, and supplement the Charter of the Corporation.

2. The Prime Minister:

a) Decide on establishment, objectives, tasks, and business sectors; reorganization, ownership transfer, dissolution, and bankruptcy requirements. Approve the proposal to establish wholly state-owned subsidiary companies. Approve the proposals to establish, reorganize, dissolve branches, representative offices, and other dependent units;

b) Decide on the charter capital when establishing and adjusting the charter capital during operation;

c) Decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for the Chairman of the Board of Members and the General Director of the Corporation;

d) Approve the strategy, production and business plan, and five-year investment development plan.

3. Ministry of Finance:

a) Propose the Prime Minister to decide on establishment, objectives, tasks, and business sectors; reorganization, ownership transfer, dissolution, and bankruptcy requirements. Review and submit to the Prime Minister for approval the proposal to establish wholly state-owned subsidiary companies; the proposals to establish, reorganize, and dissolve branches, representative offices, and other dependent units;

b) Submit to the Government for issuance of the Charter, amendment, and supplementation of the Charter;

c) Propose the Prime Minister to decide on the registered capital and adjustment of the registered capital;

d) Propose the Prime Minister to decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for the Chairman of the Board of Members and the General Director of the Corporation;

đ) Propose the Prime Minister to approve the strategy, production and business plan, and five-year investment development plan;

e) Decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for members of the Board of Members, Supervisors, and payment of salaries for Supervisor positions;

g) Approve the annual list of Group A and B investment projects and notify the Ministry of Planning and Investment for consolidation and supervision;

h) Approve the policy to change the ownership ratio of the Corporation in enterprises that must retain controlling shares; the acceptance of enterprises voluntarily joining as subsidiaries or associated companies;

i) Approve the policy to borrow, lend, buy, and sell assets valued at or exceeding 50% of the registered capital or another smaller ratio specified in the Corporation's Charter; approve the policy for foreign debt borrowing by the Corporation;

k) Decide on the salaries of the Chairman and members of the Board of Members, the General Director, Supervisors, and the annual salary fund of the Board of Members;

l) Agree to allow the Board of Members to approve financial statements, profit distribution, and the establishment and use of funds;

m) Propose the Prime Minister to approve the overall restructuring and modernization plan for the Corporation;

n) Implement supervision, inspection, and audit of compliance with laws; management, use, preservation, and development of capital; implementation of strategies and plans; implementation of recruitment, salary, and bonus systems of the Corporation. Evaluate the achievement of assigned goals, tasks, business sectors, operational results, and business efficiency of the Corporation. Evaluate the performance of the Chairman and members of the Board of Members, Supervisors, General Director, Deputy General Directors, and Chief Accountants in managing and operating the Corporation.

4. The Board of Members of the Corporation:

a) Decide on the strategy, production and business plan, and five-year investment development plan of the Corporation after proposing and obtaining approval from the competent authority.

b) Decide on the annual production and business plan and investment development plan of the Corporation and send the decision to the Ministry of Finance and the Ministry of Planning and Investment for consolidation and supervision.

c) Propose the competent authority for the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for members of the Board of Members.

d) Decide on the appointment, reappointment, dismissal, resignation, signing contracts, termination of contracts, commendation, and disciplinary action for Deputy General Directors and Chief Accountants of the Corporation.

đ) Propose the competent authority to adjust the registered capital; amend and supplement the Charter of the Corporation; reorganize, transfer ownership, dissolve, and declare bankruptcy of the Corporation.

e) Decide on the contribution, holding, increase, and decrease of the Corporation's capital in other enterprises; for contents regulated in Point h, Clause 3 of this Article, the Board of Members decides after proposing and obtaining approval from the Ministry of Finance for the policy.

g) Appoint the Representative of the Corporation's Contributed Capital in other enterprises; provide written comments for the Representative of the Corporation's Contributed Capital to participate in voting on matters stipulated in this Decree.

h) Decide or authorize the General Director to decide on investment projects, loan contracts, lending, buying, and selling assets within the scope of authority defined in the Corporation's Charter and relevant laws.

i) Propose the Ministry of Finance to approve the policy for foreign debt borrowing.

k) Decide on the establishment, reorganization, and dissolution of branches, representative offices, and other dependent units after proposing and obtaining approval from the competent authority for the policy.

l) Establish internal management regulations for the Corporation. Approve financial reports, profit distribution, reserve fund establishment and utilization after obtaining approval from the competent authority.

m) Determine salaries for positions appointed by the Board of Members.

n) Decide on market development strategies, marketing, and technology of the Corporation.

o) Rights and responsibilities of the Corporation's Board of Members towards wholly-owned subsidiaries:

- Decide on establishment, objectives, tasks, and business sectors; reorganization, ownership transfer, dissolution, and bankruptcy requests after obtaining approval from the competent authority;

- Approve Articles of Incorporation, amendments, and supplements to the Articles of Incorporation;

- Decide on registered capital at establishment and adjustments to registered capital during operation;

- Decide on appointment, reappointment, removal, resignation, commendation, and disciplinary actions for the Chairman and members of the Board of Members or the Chairman of the company, General Director (Director), and Auditor;

- Approve strategic plans, production and business plans, and five-year investment development plans;

- Approve policies on borrowing, lending, purchasing, and selling assets valued at or exceeding 50% of the company's registered capital or another ratio lower than that stipulated in the Articles of Incorporation;

- Approve annual financial reports, profit distribution, reserve fund establishment, and utilization;

p) Implement restructuring and modernization of the Corporation after obtaining approval from the competent authority for the overall project;

q) Be responsible for managing and operating the Corporation in compliance with legal provisions and decisions of the owner; manage and utilize capital effectively to ensure its preservation and growth; promptly report to the owner about the enterprise's losses, inability to meet payment obligations, failure to achieve assigned goals, or other violations;

Article 38. Relations between the Corporation and Ministries, Sectors, and Localities

1. Relevant Ministries and Sectors shall implement state management over the Corporation according to their specialized state management functions in accordance with legal provisions.

2. Provincial People's Committees shall implement state management over the Corporation regarding compliance with administrative management regulations on their territory as prescribed by law.

a) Provide information on the implementation of restructuring and conversion plans for enterprises transferred to the Corporation;

b) Direct the restructuring activities of enterprises under their management; implement the transfer of state ownership representation rights at enterprises after restructuring to the Corporation;

c) Coordinate with the Corporation:

- Address existing issues and difficulties of transferred enterprises;

- Provide opinions to the Corporation on the sale of state capital at enterprises providing public goods and services and those managing agricultural and forestry land which have been transferred;

- Arrange and resolve the status of representatives appointed by Ministries, Sectors, and Provincial People's Committees after the Corporation has sold all state capital at enterprises;

d) Direct relevant departments and agencies to coordinate with the Corporation in selling state capital at enterprises providing public goods and services and those managing agricultural and forestry land;

4. The Corporation shall be responsible for:

a) Proactively coordinate with Ministries, Sectors, and Provincial People's Committees:

- Address existing issues and difficulties for transferred enterprises;

- Agree with Provincial People's Committees on the sale of state capital at enterprises providing public goods and services and those managing agricultural and forestry land which have been transferred;

- Coordinate with Ministries, Sectors, and Provincial People's Committees in implementing the status of state capital representatives;

b) Regularly provide the following information to Ministries, Sectors, and Provincial People's Committees:

- Business operations of enterprises;

- Changes in state capital representatives concurrently working at Ministries, Sectors, or local departments in enterprises;

- Cases of selling all state capital at enterprises;

- Other related information.

Chapter V
IMPLEMENTING PROVISIONS

Article 39. Effectiveness and Implementation Organization

This Decree takes effect from December 20, 2013.

The provisions stipulated in Decisions No. 151/2005/QĐ-TTg and No. 152/2005/QĐ-TTg dated June 20, 2005 that conflict with the regulations of this Decree shall be implemented according to the regulations of this Decree.

The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central cities, and Members of the Board of Directors of State Corporations are responsible for implementing this Decree.

During the implementation process, if there are any difficulties, the Members of the Board of Directors of State Corporations shall report to the Ministry of Finance for research and synthesis to submit to the Government for amendment and supplementation./.