Consolidated Document number 16/VBHN-BTC Decree on the functions, tasks, and operational mechanism of the State Capital Investment Corporation

DECREE1

On the functions, tasks, and operational mechanism of the State Capital Investment Corporation

Decree No. 151/2013/ND-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanism of the State Capital Investment Corporation; effective from December 20, 2013; amended and supplemented by:

Decree No. 147/2017/ND-CP dated December 25, 2017 of the Government amending and supplementing certain articles of Decree No. 151/2013/ND-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanism of the State Capital Investment Corporation; effective from the date of issuance of Decree No. 147/2017/ND-CP.

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

Pursuant to the Enterprise Law dated November 29, 2005;

Based on the Investment Law dated November 29, 2005;

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

Based on Decree No. 99/2012/ND-CP dated November 15, 2012 of the Government on the division of responsibilities for exercising rights, duties, and obligations of state owners towards state-owned enterprises and state capital invested in enterprises;

At the proposal of the Minister of Finance;

The Government promulgates the Decree on the functions, tasks, and operational mechanism of the State Capital Investment Corporation,2

Chapter I. GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

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

The Corporation is a business entity established by the Prime Minister's decision; it is funded with state capital and entrusted to manage state capital at enterprises under ministries, ministerial-level agencies, provincial people's committees (hereinafter referred to as provincial people's committees), and transferred by them.

The organization and operation of the Corporation shall be governed by the provisions of this Decree, the Articles of Association of the Corporation, and other relevant laws.

Article 2. Form of organizational operation of the Corporation

The Corporation operates in 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 holding more than 50% of the charter 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 capital contribution outside those mentioned in Point b, Clause 1 of this Article (including received enterprises);

d)3 "Representative of the Corporation's capital in another enterprise" is a person appointed and authorized in writing by the Corporation to exercise the rights and responsibilities of the Corporation regarding part or all of the Corporation's capital in another enterprise, including persons appointed by competent state authorities to represent the state owner and continued to be authorized by the Corporation to act as representatives when taking over the state owner's rights at enterprises (hereinafter collectively referred to as Representative)";

d) "Selling state capital" is the Corporation selling off or selling out shares or contributions in enterprises that the Corporation has received and invested in.

2. Other terms in this Decree have meanings as defined in the Civil Code, the Enterprise Law, and other legal documents. The term "law" refers to Vietnamese law.

Article 4. Functions and tasks of the Corporation

1. Accepting the right to represent state ownership at enterprises in accordance with Clause 1, Article 7 of this Decree.

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

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

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

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

6. Investing and operating capital in industries, sectors, and projects that generate economic efficiency in accordance with the law.

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

8.4 (Repealed)

9.5 Other tasks assigned by the state ownership representative.

Article 5. Organizational structure of the Corporation 6

The organizational structure and management machinery of the Corporation shall be implemented in accordance with the provisions of the law and the Charter on organization and operation of the Corporation.

Article 6. Rights and obligations of the Corporation 7

The rights and obligations of the Corporation shall be carried out in accordance with the Charter on organization and operation of the Corporation.

Chapter II. MANAGEMENT AND BUSINESS OPERATIONS WITH STATE CAPITAL

Section 1. ACCEPTING THE RIGHT TO REPRESENT STATE OWNERSHIP AT ENTERPRISES

Article 7. Accepting the right to represent state ownership at the Corporation

1.8 The Corporation shall accept the right to represent state ownership at the following types of enterprises (excluding agricultural and forestry companies after implementing the reorganization plan approved by the Prime Minister; enterprises mainly producing and supplying public goods and services according to the list of public goods and services under the law; enterprises directly serving national defense and security; state-owned enterprises operating in the lottery sector and some other enterprises decided by the Prime Minister):

a) State-owned joint-stock company with one member converted from independent state-owned companies or newly established under ministries, agencies at the level of ministries, provincial People's Committees;

b) Joint-stock company with two or more members converted from independent 100% state-owned enterprises or newly established under ministries, agencies at the level of ministries, provincial People's Committees;

c) Joint venture company with state capital contribution represented by ministries, agencies at the level of ministries, provincial People's Committees;

d) Joint-stock company converted from independent 100% state-owned enterprises or newly established under ministries, agencies at the level of ministries, provincial People's Committees;

đ) For economic groups, corporations, and other cases, the transfer of the right to represent state ownership to the Corporation shall be carried out according to the Decision or directive of the Prime Minister.

2.9 The Corporation has the responsibility to fully reflect the value of state capital contributed at enterprises that have been transferred according to the value determined in the Minutes of the handover of the right to represent state ownership between the parties or the Minutes of the adjustment of the handover of the right to represent state ownership (if any).

3.10 Ministries, agencies at the level of ministries, provincial People's Committees have the responsibility to transfer the right to represent state ownership at enterprises to the Corporation within the following deadlines:

a) For enterprises specified in point đ Clause 1 of this Article and joint-stock companies converted from independent 100% state-owned enterprises:

- Enterprises specified in point đ Clause 1 of this Article: Transfer according to the deadline stated in the Decision, document of the Prime Minister or within 30 working days from the date of approval of the Prime Minister's document;

- Joint-stock companies converted from independent 100% state-owned enterprises: Transfer within 30 working days from the date when the ministry, agency at the level of ministries, provincial People's Committee must complete the announcement of the actual value of state capital at the time the joint-stock company is first issued a Business Registration Certificate according to the law on converting 100% state-owned enterprises into joint-stock companies.

Within the transfer period specified in point a Clause 3 of this Article, if ministries, agencies at the level of ministries, provincial People's Committees have not announced the actual value of state capital at the time the joint-stock company is first issued a Business Registration Certificate, they shall transfer the value of state capital according to the value approved in the Shareholding Plan or the decision adjusting the scale and capital structure of the shareholding enterprise. After transferring the right to represent state ownership, ministries, agencies at the level of ministries, provincial People's Committees shall take the lead and coordinate with the Corporation and the enterprise to handle financial issues of the enterprise, settle accounts, announce the actual value of state capital at the time the joint-stock company is first issued a Business Registration Certificate according to the law on converting 100% state-owned enterprises into joint-stock companies, and adjust the value of the transferred state capital (if any).

b) For the remaining enterprises subject to transfer under Clause 1 of this Article: Transfer within 30 working days from the date this Decree takes effect or within 30 working days from the date the enterprise is first issued a Business Registration Certificate.

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

Article 8. Determining the Value of Transferred State 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 award bonuses according to the provisions of this Decree.

2. The determination of the value of the transferred state capital 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 transfer date.

b) For the remaining enterprises, the value shall be determined based on the equity value reflected in the Financial Report prepared at the time closest to the transfer date.

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 capital. For state capital received before the effective date of this Decree, it must be determined within no more than ninety working days from the effective date of this Decree, with the valuation date being the effective date of this Decree.

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

Section 2. MANAGEMENT OF STATE CAPITAL AFTER RECEIVING TRANSFER

Article 9. Establishing Files and Categorizing Enterprises After Receiving Transfer

1. After receiving the right to represent state capital ownership in enterprises, the Corporation shall be responsible for establishing Enterprise Files and categorizing enterprises into groups to have a basis for applying appropriate management measures for state capital investment 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 representation 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 transfers 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 sell off state capital in 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 directly manages or implements state capital management in enterprises through a system of Representatives under the Corporate Governance Regulation for State Capital Investment in Enterprises and the Representative Regulation 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 list of state-owned enterprise classifications decided by the Prime Minister and the Sale 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: complying with legal regulations and creating conditions for enterprise development.

4.11 The determination of the initial selling price when selling state capital must reflect the actual value of the state capital in the enterprise, including the value created by land use rights granted or legally transferred, the value of intellectual property rights and other intangible assets (if any) of the enterprise as stipulated by law at the time of selling capital.

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 as prescribed in 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 shall implement the mechanism for selling state capital in accordance with current State regulations and this Decree, specifically as follows:

1. The sale of capital by the Corporation at enterprises where the Corporation has taken over state ownership rights aims to continue equitization, reduce state capital at enterprises that the State does not need to hold, and is not considered the sale of founding shareholders' capital nor subject to public offering securities 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 is necessary to sell off all capital at an enterprise.

3. The Corporation may adopt incentive policies for consulting, brokerage, 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)12 (Repealed)

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

In special cases where there are developments affecting 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 a new starting price reflecting all factors of share value fluctuations.

c) For production and trading enterprises suffering losses and which have conducted a public auction 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 investment capital in the enterprise;

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

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

- Negotiated sale in cases where a public auction is unsuccessful or where a public auction has not fully sold out at a price not lower than the starting price of the auction;

- Negotiated sale of shares won in a public auction but abandoned with a price not lower than the lowest successful bid 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, contributions belonging to the Corporation at enterprises according to the plan approved by the Ministry of Finance;

- Negotiated sale according to 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 state capital.

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

a) In cases where selling off some but still ensuring a shareholding ratio above 50% of the enterprise's charter capital, the Corporation shall examine and decide.

b) In cases where it is necessary to sell capital leading to not ensuring 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

Article 16. Principles of Capital Investment 13

1. The Corporation has the right to proactively use business capital to implement investment in projects, fields, 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 that have been approved by competent authorities;

c) Effective investment;

d) Consistent with the Corporation's ability to balance capital sources;

đ) Ensuring the Corporation's capital when implementing the investment areas specified in Clause 1 and Clause 2, Article 17 of Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government.

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

3. Cases where the Corporation is not allowed to invest:

a) Investing, contributing capital, purchasing shares, or acquiring another enterprise where the management personnel or representatives of that enterprise are the spouse, father, adopted father, mother, adopted mother, son, adopted son, daughter, adopted daughter, brother-in-law, sister-in-law, brother, sister, husband's brother, husband's sister, wife's brother, or wife's sister of the Chairman and members of the Board of Members, Supervisory Board member, General Director, Deputy General Director, Chief Accountant of the Corporation;

b) Contributing capital together with subsidiary companies to establish joint-stock companies or limited liability companies, or to carry out cooperation contracts.

Article 17. Fields and Forms of Investment

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

2. Investing in important fields assigned by the Government or the Prime Minister using government funds or self-balanced funds of the Corporation.

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

3. Supplementing capital into enterprises with the Corporation's 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 part or all of another enterprise;

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) Direct or indirect foreign investment;

đ) Other forms of investment as prescribed by law.

Article 18. Investment Decision Authority 14

1. The Prime Minister decides on the investment policy for projects implemented by the Corporation as specified in Clause 1, Clause 2, and Clause 4 of Article 31 of the Investment Law.

2. The Prime Minister decides on the investment policy for overseas projects implemented by the Corporation as specified in Clause 2 of Article 54 of the Investment Law.

3. Except for projects under the investment policy decision authority of the Prime Minister as provided in Clause 1 and Clause 2 of this Article, the Ministry of Finance decides on the investment policy for each project implemented by the Corporation with an investment capital scale exceeding 25% of the recorded owner's equity in the quarterly or annual financial report of the Corporation at the time closest to the time of deciding on the investment policy, or above the capital level of Project Group B as stipulated by the Public Investment Law; approves the investment project policy abroad according to the authority prescribed by the law on investment.

4. The Board of Members decides or delegates to the General Director of the Corporation to decide on each investment project with an investment capital scale not exceeding 25% of the recorded owner's equity in the quarterly or annual financial report at the time closest to the time of deciding on the investment project but not exceeding the capital level of Project Group B as stipulated by the Public Investment Law; decides on the projects specified in Clause 1, Clause 2, and Clause 3 of this Article after being approved by the competent authority.

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 based on principles of efficiency, preservation, development of business capital, and compliance with the law.

Specifically, for investment capital 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 CAPITAL CONTRIBUTION AS A JOINT STOCK COMPANY WITH ONE MEMBER

Article 20. Rights and Responsibilities of the Corporation towards Enterprises in which the Corporation Holds 100% of the Capital Contribution 15

The rights and responsibilities of the Corporation towards enterprises in which the Corporation holds 100% of the capital contribution shall be carried out in accordance with the Charter on organization and operation of the Corporation.

Article 21. Obligations of the Corporation

1. Invest sufficient registered capital for the company.

2. Adhere to the Company Charter.

3. Be responsible for the company’s debts and other property obligations within the scope of the company’s registered capital; determine and separate the assets of the owner and the company’s assets.

4. Comply with the law when approving investment policies, purchasing, selling assets, and loan contracts of the company.

5. Ensure the company’s business rights according to the law.

6. Fulfill other obligations as prescribed by law.

Section 6. IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE PARTIAL STATE CAPITAL OWNER INVESTED IN OTHER ENTERPRISES

Article 22. Rights and Responsibilities of the Corporation towards Joint Stock Companies and Limited Liability Companies with Two or More Members Having Capital from the Corporation 16

The rights and responsibilities of the Corporation towards joint stock companies and limited liability companies with two or more members having capital from the Corporation shall be carried out in accordance with the Charter on organization and operation of the Corporation.

Article 23.17 (Repealed)

Section 7. REPRESENTATIVES OF STATE CAPITAL INVESTED IN OTHER ENTERPRISES

Article 24. Methods for Managing State Capital Invested in Enterprises

1. The Corporation directly manages or implements management of state capital at enterprises through a system of Representatives as prescribed by current laws, the Charter 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 decision to delegate authority as Representative of the Corporation's capital in enterprises.

b) In cases where the Corporation does not appoint or delegate to a capital representative, the Corporation will directly exercise shareholder rights and obligations, equity contribution member rights and obligations, joint venture party rights and obligations in enterprises according to the provisions of the Enterprise Law.

c) Other forms of delegation as prescribed in the Corporation’s Regulations on Representatives.

Article 25. Standards and Conditions for Representatives of State Capital Invested in Other Enterprises

Representatives of the Corporation's contributed capital in other enterprises must meet all standards and conditions as prescribed by law, the Charter, and the Corporation’s Regulations on Representatives.

Article 26. Rights and Obligations of Representatives

Representatives implement their rights and obligations as prescribed by law and the Corporation’s Regulations on Representatives.

If Representatives fail to properly execute their rights and obligations as directed by the Corporation, causing losses or damages to the Corporation, they shall be subject to violations, termination of delegation, and compensation for damages to the Corporation according to the provisions of law.

Article 27. Policies for Representatives After Selling Out State Capital in Enterprisessession number

1. For Representatives who are Corporation officials: The Corporation implements labor regulations as prescribed by labor laws and the Corporation’s regulations.

2. For Representatives who are enterprise officials: The Corporation notifies the enterprise of the termination of the delegation of representation 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 coordinates 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 28.18 (Repealed)

Chapter III. FINANCE OF THE CORPORATION

Article 29. Operating Capital of the Corporation

1. Shareholder equity includes:

a) Capital directly provided by the State in the form of money or assets;

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

c) Amounts resulting from asset revaluation and exchange rate differences as prescribed by law;

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

e) Other sources of capital originating from the State.

2. Raised capital through various forms such as issuing bonds, borrowing, receiving joint venture and associated 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 the receiving enterprises, including deposits not to be refunded to investors.

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

Article 31. Expenses

1. Costs for investment and business activities with capital directly invested by the Corporation according to 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.

4.19 Deducting reserve amounts as prescribed by law, wherein loss reserves for financial investments are implemented as follows:

a) Reserves for received capital amounts and capital amounts decided by the Corporation to invest in listed or registered companies on the securities market (regardless of short-term or long-term investment), based on stock prices on the market on the reserve establishment date.

b) Reserves for received capital amounts and capital amounts decided by the Corporation to invest in unlisted companies (regardless of short-term or long-term investment), based on the net asset value index on the balance sheet of the year of the invested company at the reserve establishment date. If the Corporation has not yet received the annual financial report of the invested companies before the reserve establishment date, it uses the latest collected financial report (yearly or quarterly) to determine the reserve amount.

5. Fees, bonuses, and other expenses for non-object persons as stipulated in Article 28 of this Decree.

6. Other expenses as prescribed by law.

Article 32. Wages, fees, and bonuses for employees and managers in the Corporation 20

1. The wage, fee, and bonus mechanism for employees and managers of the Corporation is implemented according to the law and consistent with the special nature of the Corporation, ensuring stable income for employees during the restructuring process, selling state-owned capital, and investing according to government directives.

2. The Ministry of Labor, Invalids, and Social Affairs leads in coordinating with relevant ministries and sectors to guide the wage, fee, and bonus mechanism for employees and managers suitable to the special nature of the Corporation.

Article 33. Profit

The profit realized in the year is the business result of the Corporation, including profit from main business operations 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 years' losses according to 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 associated capital contributors according to the contract provisions (if applicable).

b) Covering previous years' losses that have exceeded the allowable deduction period from pre-tax corporate income.

c)21 The remaining profit, after deducting the amounts specified in points a and b of Clause 1 of Article 34 of Government Decree No. 151/2013/NĐ-CP dated November 1, 2013, shall be distributed as follows:

- Allocating up to 30% into the Corporation's development investment fund;

- Allocating the employee reward and welfare fund of the Corporation as prescribed by law;

- Allocating the management bonus fund and supervisory board members' bonus fund of the Corporation as prescribed by law;

- In cases where the remaining profit after establishing the Development Investment Fund is insufficient to allocate to the reward, welfare, management bonus, and supervisory board members' bonus funds according to the prescribed levels, the Corporation may reduce the Development Investment Fund allocation to supplement the sources for fully establishing the reward, welfare, management bonus, and supervisory board members' bonus funds according to the prescribed levels, but the maximum reduction shall not exceed the Development Investment Fund allocation level for the fiscal year;

- Establishing a bonus fund for successful capital sales equal to 10% of the difference between the total proceeds from selling received capital in the year and the re-evaluated price according to Article 8 of Government Decree No. 151/2013/NĐ-CP dated November 1, 2013, less selling costs and corporate income tax, but not exceeding three months' salary;

- The remaining profit after allocating the Corporation's funds (Development Investment; Reward and Welfare; Management Bonus; Successful Capital Sales Bonus) as stipulated in this clause shall be remitted to the state budget.

2. The Board of Members examines and approves the annual financial report and decides on the profit utilization plan of the Corporation after tax.

Article 35. Management of the Capital Sale Achievement Reward Fund

The Capital Sale Achievement Reward Fund established in accordance with the provisions of 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 reward levels are determined by the General Director in accordance with the regulations on the use of the Capital Sale Achievement Reward 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 the provisions of 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

Article 37. Rights and Responsibilities of State Shareholders towards the Corporation 22

The rights and responsibilities of the Government, Prime Minister, Ministry of Finance, and the Board of Members towards the Corporation shall be carried out in accordance with the Charter on the Organization and Operation of the Corporation.

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

1. Relevant ministries and sectors shall carry out state management over the Corporation in accordance with their specialized state management functions as provided by law.

2. Provincial People's Committees shall carry out state management over the Corporation regarding compliance with administrative management regulations within their jurisdiction as provided by law.

3. Ministries, sectors, and provincial People's Committees shall perform the following tasks:

a) Provide information on the implementation of restructuring and conversion plans of enterprises under the transfer target to the Corporation;

b) Direct the restructuring activities of enterprises within their management scope: transferring the state shareholder representative rights at enterprises after restructuring to the Corporation;

c) Coordinate with the Corporation:

- Addressing issues and difficulties faced by transferred enterprises;

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

- Arranging and resolving the status of representatives appointed by ministries, sectors, and provincial People's Committees after the Corporation sells all state capital at the enterprise.

d) Direct relevant departments and agencies to coordinate with the Corporation in selling state capital at enterprises.

e)23 Identify and notify the Corporation of the list of enterprises subject to the transfer of state shareholder representative rights to the Corporation within fifteen days from the end of each quarter;

g)24 In cases where ministries, ministerial-level agencies, and provincial People's Committees fail to transfer as prescribed in this Decree, they shall bear responsibility before the Prime Minister and any resulting financial consequences and losses (if any) in accordance with the law.

4. The Corporation shall be responsible for:

a) Proactively coordinating with ministries, sectors, and provincial People's Committees:

- Addressing issues and difficulties faced by transferred enterprises;

- Agreeing with provincial People's Committees on the sale of state capital at enterprises providing public goods and services that have been transferred and enterprises managing agricultural and forestry land;

- Coordinating with ministries, sectors, and provincial People's Committees to implement the status of capital representatives.

b) Regularly providing the following information to ministries, sectors, and provincial People's Committees:

- Business operation situation 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 25

Article 39. Effectiveness and Implementation

This Decree takes effect from December 20, 2013.

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

The Minister, the Heads of Ministries equivalent to ministries, the Heads of government agencies, the Chairpersons of provincial People's Committees under the central government, and the Members of the Board of Directors of State Capital Investment and Business Corporations are responsible for implementing this Decree.

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

^{________________________________}

1 This Consolidated Document is consolidated from two Decrees as follows:

- Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanisms of the State Capital Investment and Business Corporation; effective from December 20, 2013;

- Decree No. 147/2017/NĐ-CP dated December 25, 2017 of the Government amending and supplementing certain articles of Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanisms of the State Capital Investment and Business Corporation; effective from the date of issuance of Decree No. 147/2017/NĐ-CP (hereinafter referred to as Decree No. 147/2017/NĐ-CP).

This Consolidated Document does not replace the above two Decrees.

2 The basis for promulgating Decree No. 147/2017/NĐ-CP is as follows:

"Based on the Government Organization Law dated June 19, 2015;

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 the Law on Management and Use of State Capital for Investment and Business Operations at Enterprises dated November 26, 2014;

Pursuant to the Enterprise Law dated November 26, 2014;

Pursuant to the Investment Law dated November 26, 2014;

At the proposal of the Minister of Finance;

The Government issues this Decree amending and supplementing certain articles of Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanisms of the State Capital Investment and Business Corporation.”

3 This Point has been amended pursuant to Clause 1, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

4 This Clause has been abolished pursuant to Clause 2, Article 3 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

5 This Clause has been amended and supplemented pursuant to Clause 2, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

6 This Article has been amended and supplemented pursuant to Clause 3, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

7 This Article has been amended and supplemented pursuant to Clause 4, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

8 This Clause has been amended and supplemented pursuant to Clause 5, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

9 This Clause has been amended and supplemented pursuant to Clause 5, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

10 This Clause has been amended and supplemented pursuant to Clause 5, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

11 This Clause has been amended and supplemented pursuant to Clause 6, Article 1 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

12 This Point has been abolished pursuant to Clause 2, Article 3 of Decree No. 147/2017/NĐ-CP, effective from the date of issuance of Decree No. 147/2017/NĐ-CP.

13 This is amended and supplemented in accordance with Clause 7, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

14 This is amended and supplemented in accordance with Clause 8, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

15 This is amended and supplemented in accordance with Clause 9, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

16 This is amended and supplemented in accordance with Clause 10, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

17 This is repealed in accordance with Clause 2, Article 3 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

18 This is repealed in accordance with Clause 2, Article 3 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

19 This Clause is amended and supplemented in accordance with Clause 11, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

20 This is amended and supplemented in accordance with Clause 12, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

21 This Point is amended and supplemented in accordance with Clause 13, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

22 This is amended and supplemented in accordance with Clause 14, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

23 This Point is added in accordance with Clause 15, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

24 This Point is added in accordance with Clause 15, Article 1 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP.

25 Articles 2 and 3 of Decree No. 147/2017/NĐ-CP, to take effect from the date of issuance of Decree No. 147/2017/NĐ-CP, are stipulated as follows:

“Article 2. Responsibility for Implementation

The Minister, the Heads of Ministries equivalent to Ministries, the Heads of Government Agencies, the Chairpersons of People's Committees of provinces and centrally governed cities, and the Board of Directors of the State Capital Investment Corporation are responsible for implementing this Decree.

Article 3. Implementation Provisions

1. This Decree takes effect from the date of issuance.

2. Repeal the provisions at Clause 8, Article 4, Point a, Clause 4, Article 14, Article 23, and Article 28 of Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government./.”