Circular No. 28/2021/TT-BTC Issuing Vietnam Valuation Standard No. 12

MINISTRY OF FINANCE -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 28/2021/Td.1. Amount of taxable income in Vietnam:-Clause 3 Article 4 of Circular No. 152/2016/TT-	Hanoi, on 27 the 4 day1

CIRCULAR

ISSUING VIETNAM VALUATION STANDARDS NO. 12

Pursuant to the LawJune 2024; No. 11/2012/QH13 dated June 20, 2012;

Pursuant to the Decree No. 89/2013/NĐ-CP dated August 6, 2013 of the Government detailing a number of articles of the LawJune 2024; on valuationrime Minister cdeterminationJune 2024;;

Pursuant to the Decree No. 12/2021/NĐ-CP dated February 24, 2021 of the Government amending and supplementing a number of articles of the Decree No. 89/2013/NĐ-CP dated August 6, 2013 of the Government detailing a number of articles of the LawJune 2024; on valuationJune 2024;;

Decree No. 1No. 50/2020/NĐ-CP dated December 25, 2020 of the Government on transferring public service units to joint-stock companiesdevelopmenttransforming public service units into joint-stock companies, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP companies;

Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Director of the Price Management DepartmentJune 2024;,

The Minister of Finance issues this Circular to issue Vietnam Valuation Standards No. 12:June 2024; Vietnam Valuation Standard No. 12:

Article 1.

This Circular promulgates Vietnam Valuation Standard No. 12 - Valuation Standard for Enterprises.

Article 2.

Determining the value of brand of public service units

When applying the asset approach as prescribed in Article 23 of the Decree No. 150/2020/NĐ-CP dated December 25, 2020 of the Government on transferring public service units to joint-stock companies, the value of the brand of public service units shall be determined according to the method of determining the value of intangible assets that cannot be identified specified in paragraph a point 5.5 Section 5 Part II of Vietnam Valuation Standard No. 12 attached hereto.

Income indicators of public service units are determined in accordance with the law on financial autonomy mechanisms of public service units.

Article 3.

Implementation

1. This Circular takes effect from July 1, 2021.

2. Circular No. 122/2017/TT-BTC dated November 15, 2017 of the Ministry of Finance promulgating Vietnam Valuation Standard No. 12 ceases to be effective from the date this Circular takes effect.

3. The Price Management Department shall take the lead and coordinate with relevant agencies to direct, guide, and inspect the implementation of the provisions in the valuation standards issued together with this Circular and related legal documents.

4. In the course of implementation, if there are difficulties, đplease reflect them to the Ministry of Finance for guidance on resolution and amendment and supplementation as appropriate./.

Place of Receipt: - Prime Minister, Deputy Prime Ministers of the Government; - Government Office; - Office of the General Secretary; - President's Office; - National Assembly's Office; - Ministries, agencies equivalent to ministries, and government agencies; - Supreme People's Court; - Supreme People's Procuracy; - State Audit Office; - Provincial and municipal People's Committees directly under the central government; - Official Gazette; - Department of Legal Drafting - Ministry of Justice; - Vietnam Chamber of Commerce and Industry; - HValuation Standards Vietnam; enterprise valuation organizations; - Government website; - Website of the Ministry d.1. Amount of taxable income in Vietnam:- Website: Government, Ministry of Finance; - To be filed: VT; QLG (VT,TDG)

DEPUTY MINISTER DEPUTY MINISTER Ta Anh Tuan

SYSTEM OF VIETNAM VALUATION STANDARDS

VIETNAM VALUATION STANDARD NO. 12
ENTERPRISE VALUATION

(Code: VNS 12)
(Issued together with Circular No. 28/2021/Circular-TC dated April 27, 2021 of the Minister of Finance)

This technical regulation sets out technical requirements, testing methods, sampling procedures; management requirements; responsibilities of organizations and individuals producing, trading, and importing cigarettes.

1. Scope of application: This standard specifies and guides the implementation of enterprise valuation.

2. Applicability: Valuation experts, enterprise valuation organizations, other organizations and individuals implementing valuation activities in accordance with the Law on Prices and other relevant laws. These organizations and individuals are collectively referred to as valuation experts in this standard.

3. Valuation clients and third parties using the results of valuation (if any) need to study this standard to understand its provisions and cooperate with enterprise valuation organizations during the valuation process.

4. Explanation of terms

Operating assets are assets used in the production and business operations of enterprises and contribute to generating sales revenue and service provision income or help reduce production and business operation costs of the enterprise.

Non-operating assetsinternational internal control activities are assets not participating in the production and business operations of the enterprise, including: investments in other companies (except when the enterprises being valued are financial investment companies); short-term financial investments; cash and cash equivalents; assets owned and used by the enterprise that do not contribute to generating income but still have value (unexploited assets, unused patents, land use rights, undeveloped land lease rights according to the enterprise's business plan, or planned for transfer/sale due to lack of need for use...); assets owned and used by the enterprise that generate income but do not contribute to generating sales revenue and service provision income or do not help reduce production and business operation costs of the enterprise being valued (land use rights, improperly developed land lease rights...) and other non-operating assets. Value of operating enterprise

The application and procedures for requesting confirmation are Form 1 - HĐ/HTQT and the provisions in Section D.III of Circular No. 133/2004/TT-BTC, supplemented with the following specific information:June 2024; continuously Number of employees and workers directly involved in the joint venture and association activities of the organization over the last 03 yearsis the value of an operating enterprise assuming the enterprise will continue to operate after the valuation date. Value of an operating enterprise with limited life

is the value of an operating enterprise assuming the enterprise has a finite lifespan and must cease operations at a future date determined. Liquidation value of an enterprise

is the value of an enterprise assuming all of its assets will be sold individually and the enterprise will soon cease operations after the valuation date. 1. Selection of basis of value and use of financial statements in enterprise valuation

II. CONTENT OF THE STANDARDS

1.1. Basis of value for enterprise valuation

The basis of value for an enterprise is market value or non-market value. The basis of value for an enterprise is determined based on the purpose of the valuation, the legal characteristics, economic

technical characteristics and market characteristics of the enterprise being valued, the requirements of the valuation client in the valuation contract (if consistent with the purpose of the valuation), and relevant legal provisions. Other contents are implemented in accordance with Vietnam Valuation Standards No. 2 and No. 3. - Based on the actual prospects of the enterprise, the business market of the enterprise, the purpose of the valuation, and legal provisions, the valuator makes an assessment of the operational status, transaction status (actual or hypothetical) of the enterprise being valued after the valuation date. Typically, the value of an enterprise is the value of a continuously operating enterprise. If the valuator assesses that the enterprise will cease

operations after the valuation date, then the value of the enterprise will be the value of an enterprise with a limited life or liquidation value.ìThe status of transactions (actual or hypothetical) of the enterprise to be appraised must be considered after the appraisal date. Generally, the value of the enterprise is the value of a continuously operating enterprise. In cases where the appraiser determines that the enterprise will cease operations after the appraisal date, the value of the enterprise will be the value of a time-limited operating enterprise or liquidation value. The cessation of activities after the appraisal date means the enterprise's value will be either the value of a time-limited operating enterprise or liquidation value.

The application of enterprise valuation methods must be consistent with the enterprise's value basis and the appraiser's assessment of the enterprise's operational status at and after the valuation date.

1.2. Using Financial Statements in Enterprise Valuation

Based on the approach, enterprise valuation method selected, the valuation date, and the characteristics of the enterprise to be valued, the appraiser analyzes and evaluates to use the Financial Statements of the enterprise appropriately, prioritizing the use of Financial Statements that have been audited or reviewed by an independent auditing entity.

Several considerations when using financial statements in enterprise valuation include:

- The appraiser compares and checks the reasonableness of the financial statements to ensure reliability; if necessary, the appraiser requests the enterprise being valued to adjust its financial statements and accounting records before incorporating them into information analysis and applying valuation approaches and methods. If the enterprise being valued does not make adjustments, the appraiser identifies discrepancies and provides a clear analysis of the adjustment content and basis, and records it clearly in the Valuation Result Report.

- When using data from unaudited or unreviewed financial statements, or financial statements that have been audited or reviewed but with a qualified opinion, the appraiser must specify this limitation in the Limitations section of the Certificate and Valuation Result Report so that the valuation client and users of the valuation results are aware.

- For the market approach method: when using data from the financial statements of the enterprise to be valued for calculating indicators such as earnings per share (EPS), earnings before interest, taxes, depreciation, and amortization (EBITDA) for market ratio calculations with the purpose of valuation, the appraiser needs to adjust to exclude income and expenses from non-operating assets, irregular income and expenses that are not recurring.This Resolution takes effect from the date it is adopted by the National Assembly.- For the income approach method: when using profit data from the financial statements of recent years of the enterprise to be valued for forecasting future annual cash flows of the enterprise to be valued, the appraiser needs to exclude irregular income and expenses that are not recurring; exclude income and expenses from non-operating assets.

Irregular profits and expenses include: costs related to business restructuring; gains or losses recognized upon sale of assets; changes in accounting policies; write-downs of inventory; impairment of goodwill; write-offs; losses or gains from court decisions; and other irregular profits and expenses. When making adjustments, consideration must be given to the impact of corporate income tax (if applicable).

2. Approaches and Methods of Enterprise Valuation

Approaches applied in enterprise valuation include: the market approach, the cost approach, and the income approach. The enterprise being valued needs to select these approaches and valuation methods based on provided documentation and self-collected information for enterprise valuation.

- In the market approach, the enterprise value is determined through the comparison of the enterprise's value with that of comparable enterprises regarding factors such as size; main business activities; business risk, financial risk; financial ratios or successful transaction prices of the enterprise being valued. Methods used in the market approach to determine enterprise value include the average ratio method and the transaction price method.

- In the cost approach, the enterprise value is determined through the value of the enterprise's assets. The method used in the cost approach to determine enterprise value is the asset-based method.

- In the income approach, the enterprise value is determined through the conversion of forecastable future net cash flows to the valuation date. Methods used in the income approach to determine enterprise value include the discounted free cash flow method, the discounted dividend method, and the discounted equity free cash flow method.

When determining enterprise value using the income approach, the value of non-operating assets at the valuation date should be added to the discounted forecastable value of operating assets at the valuation date. In cases where certain operating assets' cash flows cannot be reliably forecasted, the appraiser may not forecast the cash flow of these operating assets and separately determine their value to add to the enterprise value. Specifically, the dividend discount method does not add non-operating assets such as cash and equivalents. Methods for determining the enterprise value include the discounted cash flow method, the discounted dividend method, and the discounted equity cash flow method.

3. Average Ratio Method, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP 3.1. The average ratio method estimates the equity value of the enterprise to be valued through the average market ratio of comparable enterprises.

Comparable enterprises meet the following conditions:

- Similar to the enterprise to be valued in terms of factors such as main business activities; business risk, financial risk; financial ratios.

- Have information about successfully traded share prices on the market at the valuation date or close to the valuation date but not more than one year prior to the valuation date.

Market ratios considered for use in the average ratio method include: price-to-earnings ratio

, price-to-sales ratiorime Minister c, price-to-book value ratio of equity

Market ratios considered for use in the average ratio method include: price-to-earnings ratiot Tp average (), price-to-revenue ratio the actual shortest distance of each position receiving the allocation. (), price-to-book value ratio of equity ()the ratio of enterprise value to pre-tax profit, interest expense, and average depreciation (), the ratio of enterprise value to revenue ().

3.2. In cases where the average ratio method is applied

There must be at least three comparable enterprises. Priority should be given to enterprises that are listed on the stock exchange or registered for trading on UPCoM.

3.3. Implementation principles

- The methods for determining financial indicators and market ratios must be consistent for all comparable enterprises and the enterprise being appraised.

- Financial indicators and market ratios of comparable enterprises collected from different sources must be reviewed and adjusted to ensure consistency in the determination method before their use in the appraisal process.

3.4. Steps to determine the equity value of the enterprise

- Step 1: Evaluate and select comparable enterprises.

- Step 2: Determine the market ratios to be used to estimate the value of the enterprise being appraised.

- Step 3: Estimate the equity value of the enterprise being appraised based on appropriate market ratios and make necessary adjustments for differences.

3.5. Evaluation and selection of comparable enterprises

Criteria for evaluating and selecting comparable enterprises include:

(i) Comparable enterprises must be similar to the enterprise being appraised in terms of primary business activities. In many cases, enterprises similar to the enterprise being appraised in these factors may be selected from competitors of the enterprise being appraised.

(ii) Comparable enterprises must be similar to the enterprise being appraised in most financial indicators, including:

- Indicators reflecting the size of the enterprise: book value of equity, net sales revenue, gross profit from sales and service provision.

- Indicators reflecting the growth potential of the enterprise: the average annual growth rate of post-income tax profit over the last three years.

- Indicators reflecting the operational efficiency of the enterprise: return on equity (ROE), return on assets (ROA).

Appraisers conduct evaluations according to the above criteria to select at least three comparable enterprises. The market ratios of these comparable enterprises are then used to estimate the equity value and the value of the enterprise being appraised.

3.6. Determining the market ratios to be used to estimate the equity value of the enterprise being appraised:

a) Appraisers calculate the market ratios of comparable enterprises, then use a minimum of three of the following market ratios: price-to- earnings ratiot Tp average (), price-to-revenue ratio (), price-to-book value ratio affecting many people, both inside and outside the Army or enforcement actions involving foreign elements; of equity (), enterprise value-to-pre-taxprofit , interest expense and average depreciationpolicies, enterprise value-to-revenueof the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home Affairsb) Appraisers choose the market ratios to be used to estimate the equity value and the value of the enterprise being appraised based on the suitability of the market ratios in relation to the scale, characteristics of the enterprise, industry, market, and similarity. Appraisers assess and consider adjustments to the market ratios of comparable enterprises before applying them in the calculation. In cases where market ratios are adjusted, such adjustments are based on data (if available), experience, and market surveys or market studies. ()c) Notes when determining market ratios: Earnings per share (EPS) is determined based on the income of the most recent year relative to the valuation date, with adjustments needed for non-operating assets of comparable enterprises.ần ().

- The share price of comparable enterprises is taken as the closing price of these shares on the nearest trading day on the stock exchange at the valuation date, and these shares must have traded within 30 days prior to the valuation date. In cases where the shares of comparable enterprises are not listed on the stock exchange or registered for trading on UPCoM, the share price of comparable enterprises is the price of these shares successfully traded on the nearest market to the valuation date but not more than one year prior to the valuation date.

- The book value of shares in the ratio

-  must take into account the deduction of the book value of intangible fixed assets (these intangible fixed assets do not include

land use rights, exploitation rights on land) to limit the impact of accounting regulations on intangible fixed assets which could distort the appraisal results in cases where comparable enterprises and the enterprise being appraised have intangible fixed assets in their balance sheets. In cases where the book value of intangible fixed assets is not deducted, the reasons must be clearly stated.

- The enterprise value parameter (EV) in the market ratio Market capitalization less debt with

interest  and  Usable area

- The book value of the security is determined according to the Accounting System of the State Bank and the guidance document of the State Bank on the accounting treatment of foreign securities investment operations. of joint, stock,

=

subsidies 365/HC-VNV case (if, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP part usually

+

- The book value of the security is determined according to the Accounting System of the State Bank and the guidance document of the State Bank on the accounting treatment of foreign securities investment operations. the Clause any) Benefits of use capital

+

- The book value of the security is determined according to the Accounting System of the State Bank and the guidance document of the State Bank on the accounting treatment of foreign securities investment operations. Affairs part shareholders without control rights (if

+

Cash and other equivalent cash balances, value of other non-operating assets rights (if

-

+ Value of debt with interest costs, value of preferred shares, benefits of shareholders without control, value of cash and other equivalent cash balances are determined according to the book value in accounting. In cases where there is insufficient information to determine the value of debt with interest costs, it can be taken as the value of loans and finance leases. + In cases where the enterprise has issued convertible securities or option securities, the appraiser evaluates and considers converting these securities into common shares if appropriate when determining the market capitalization of the enterprise. - EBITDA of comparable enterprises does not include income from cash and other equivalent cash balances and does not include income and expenses arising from non-operating assets. 3.7. Estimating the equity value of the enterprise being appraised a) Determine the average market ratio for each market ratio: other non-operating assets + The value of debt with capital usage costs, the value of preferred shares, benefits of non-controlling shareholders, and the value of cash and cash equivalents are determined based on book values in accounting records. If there is insufficient information to determine the value of debt with capital usage costs, it can be taken as the value of loans and financial lease liabilities.

Where:

+ In cases where the enterprise being appraised has issued convertible securities or option securities, the appraiser evaluates and considers converting these securities into common shares when determining the market capitalization of the enterprise if appropriate.

- The EBITDA of the comparable enterprise does not include income from cash and cash equivalents and does not include income or expenses arising from non-operating assets.

3.7. Estimating the value of equity of the enterprise to be appraised

a) Determine the average market ratio for each market ratio:

of at least three enterprises in the same production and business sector.

The average market ratio is determined by the arithmetic mean of the market ratios of the comparable enterprises, or it can be determined by calculating the weighted average of the market ratios of the comparable enterprises.

The determination of the weight for each enterprise's market ratio is based on an analysis of the similarity between the comparable enterprises and the enterprise to be appraised.

b) Determine the value of the enterprise to be appraised, the value of the equity capital of the enterprise to be appraised according to the average market ratio:

- Determine the value of the enterprise to be appraised, the market value of the equity capital of the enterprise to be appraised according to the average enterprise value-to-pre-tax profit, interest expense, and depreciation ratio and the enterprise value-to-net revenue ratio of the comparable enterprises.

Enterprise value of theầenterprise to be appraised	=	EBITDA of the enterprise toầenterprise to be appraised	x	average of the comparable enterprises
Enterprise value of theầenterprise to be appraised	=	Net Sales Revenue of the enterprise toầenterprise to be appraised	x	average of the comparable enterprises

In which the EBITDA of the enterprise to be appraised does not include income from cash and cash equivalents.

Equity capital value of the en terprise to VIETNAMESE VALUATION STANDARDS Quantity (details of each vehicle)

=

- The book value of the security is determined according to the Accounting System of the State Bank and the guidance document of the State Bank on the accounting treatment of foreign securities investment operations. joint, stock, be appr Determined Land Price (VND/m²)

-

ed having of interest exp OF NATIONAL capital

-

ent costs and other shall not benefits of control - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

-

- The book value of the security is determined according to the Accounting System of the State Bank and the guidance document of the State Bank on the accounting treatment of foreign securities investment operations. shareholder part shareholders without control rights (if

+

value of cashonand equivalent Commercial cash items; Value of non-operating assets net

- Determine the equity capital value of the enterprise to be appraised according to the market ratio , , :

+ Determine the equity capital value of the enterprise to be appraised according to the price-to-income ratio of the comparable enterprises: Equity capital value of the

enterprise to be appr ealed Determined Land Price (VND/m²)

=

Net profit after corporate income tax of the most recent year of the enterprise to be appraised Quantity (details of each vehicle)

x

average of the comparable enterprises + Determine the equity capital value of the enterprise to be appraised according to the price-to-book value ratio of the comparable enterprises:

Book value of the equity capital of

enterprise to be appr ealed Determined Land Price (VND/m²)

=

the enterprise to be appraised at the nearest time point to the appraisal date + Determine the equity capital value of the enterprise to be appraised according to the price-to-revenue ratio of the comparable enterprises:

x

average of the comparable enterprises + Determine the equity capital value of the enterprise to be appraised according to the price-to-book value ratio of the comparable enterprises:

of the most recent year

enterprise to be appr ealed Determined Land Price (VND/m²)

=

Net Sales Revenue appraisal date of the enterprise to be appraised c) Estimate the equity capital value of the enterprise to be appraised using the average ratio method:

x

average of the comparable enterprises + Determine the equity capital value of the enterprise to be appraised according to the price-to-book value ratio of the comparable enterprises:

The equity capital value of the enterprise to be appraised using the average ratio method is determined by the arithmetic mean of the equity capital values of the enterprise to be appraised determined according to each selected average market ratio or calculated by determining the weighted average of the results. The determination of the weight for each result may be based on an assessment of the degree of similarity between the comparable enterprises for each type of market ratio used to calculate that result according to the principle: the higher the degree of similarity between the comparable enterprises for a particular market ratio, the greater the weight of the result using that market ratio.

The degree of similarity among thetocomparable enterprises is hightothe weight of the result using that market ratio is also large.

4. Transaction Price Method

4.1. The transaction price method estimates the equity capital value of the enterprise to be appraised through the transaction price of successful transfers of equity contributions or shares on the market of the enterprise itself.

4.2. Application Conditions

The enterprise to be appraised must have at least three successful transactions of equity contributions or share transfers on the market; meanwhile, the transaction date must not exceed one year from the appraisal date.

4.3. Principles of Application

Appraisers need to evaluate and consider adjustments to the prices of successful transactions if necessary, to align with the appraisal date.

4.4. Estimating the Equity Capital Value:

The equity capital value of the enterprise to be appraised is calculated based on the average transaction price of at least three successful transactions of equity contribution or share transfers closest to the appraisal date.

If the enterprise to be appraised is a listed company or has registered for trading on UPCoM, the share price used to calculate the market value of equity capital is the transaction price or the closing price of the shares of the enterprise to be appraised at or nearest to the appraisal date and there must be a transaction of these shares within 30 days prior to the appraisal date.

5. Asset-Based Method

5.1. The asset-based method is a method of estimating the value of the enterprise to be appraised by calculating the total value of assets under the ownership and control of the enterprise to be appraised.

The valuation of state-owned enterprises and limited liability companies wholly owned by state-owned enterprises to convert into joint-stock companies is carried out according to the provisions of the law on equitization.

5.2. RiskFactors Implementation Principles:

- Assets considered during the appraisal process include all assets of the enterprise, including both operating and non-operating assets.

- The General Director (Managing Director) of the enterprise to be appraised needs to coordinate and organize the inventory, classification of assets currently owned, managed, and used (including property rights), along with supporting documents proving ownership and use of assets to serve the appraisal process; at the same time, assist the appraiser in surveying the current status of the enterprise's assets. If the appraiser is not provided with sufficient information and documents, and lacks support for the survey, the appraiser evaluates and considers making assumptions (if necessary); while incorporating this limitation into the exclusion and limitation section of the certification and report on the appraisal results.

- When appraising the enterprise based on market value, the value of the enterprise's assets is the market value of those assets at the appraisal date. Assets recorded in accounting books need to be appraised at their market value, with certain exceptional cases handled according to the guidelines set forth in Point 5.4. trof the

- Intangible assets that do not satisfy the conditions to be recorded in accounting books (trade names, trademarks, patents, industrial designs, etc.) and other assets not recorded in accounting books shall be appraised using appropriate valuation methods to determine their value.

- For assets accounted for in foreign currency: The foreign exchange rate shall be applied according to the guidance of the Vietnamese Accounting Standards when preparing and presenting financial statements.

5.3. Steps to be taken

- Step 1: Estimate the total value of tangible assets and financial assets of the enterprise to be appraised.

- Step 2: Estimate the total value of intangible assets of the enterprise to be appraised.

- Step 3: Estimate the value of the equity capital of the enterprise to be appraised.

5.4. Estimating the total value of tangible assets and financial assets of the enterprise to be appraised

The estimation of market prices for tangible assets and financial assets of the enterprise shall be carried out in accordance with Vietnamese Valuation Standards on the market approach, cost approach, income approach, and other relevant Vietnamese Valuation Standards.

In addition, the appraiser shall follow the guidelines below:

a) Determining asset values in monetary terms:

- Cash is determined based on the cash count report of the enterprise to be appraised.

- Deposits are determined based on the reconciled balance or subsidiary ledger with the bank where the enterprise to be appraised maintains its account at the time of appraisal.

- Foreign currency cash and deposits are determined according to the principle set forth in Point 5.2 of this Standard..

b) Determining the value of investment items:

The investments of the enterprise to be appraised shall be valued as follows:

- In cases where the enterprise (in which the enterprise to be appraised has invested capital or purchased shares) has successful transactions of transferring capital or shares on the market, the value of the investment capital or share purchases is determined based on the market value of the equity capital of the enterprise in which the enterprise to be appraised has invested. The market value of the equity capital of the enterprise in which the enterprise to be appraised has invested is determined according to the methods specified in Section 2 Part II of this Standard or is determined as follows:

+ In cases where the shares of enterprises not listed on the stock exchange or not registered for trading on UPCoM, and the transactions of transferring capital or shares on the market satisfy both conditions: (i) over 50% of the equity capital of the enterprise is transferred in all transactions; (ii) the transaction date does not exceed 01 year from the appraisal date; then the value of the investments of the enterprise to be appraised is determined based on the average transfer price per volume of the most recent transactions before the appraisal date. + In cases where the investment is shares of enterprises listed on the stock exchange or registered for trading on UPCoM, the value of the investments is determined based on the closing price of the shares of the enterprise to be appraised at the appraisal date and there must have been a transaction of these shares within 30 days prior to the appraisal date or at the appraisal date.ầ- In cases where the enterprise (in which the enterprise to be appraised has invested capital or purchased shares) does not have successful transactions of transferring capital or shares on the market, the value of the investment capital or share purchases is determined as follows:

+ In cases where the enterprise to be appraised holds 100% of the capital of the invested enterprises: the value of the investment is determined based on the value of the invested enterprise and is determined according to the methods specified in Section 2 Part II of this Standard.

+ In cases where the enterprise to be appraised holds between 50% and less than 100% of the capital of the invested enterprises: the value of the investments is determined based on the equity capital value of the enterprises in which the enterprise to be appraised has invested. The equity capital value of the enterprises in which the enterprise to be appraised has invested is determined according to the methods specified in Section 2 Part II of this Standard, and if it cannot be applied according to Section 2 Part II of this Standard, it is determined as follows:

(i) For the discounted cash flow method: the cost of equity capital is estimated based on the average return on equity capital over the past five years, and the equity cash flow can be forecasted based on profit distribution to owners, the growth rate of return on equity capital over the past five years.

(ii) For the average ratio method: the appraiser only needs to estimate the ratios

 and the average ratios may be estimated based on the ratios

of at least three enterprises in the same industry.ớ(iii) The value of the investment is determined based on: the proportion of the investment capital of the enterprise to be appraised in the total contributed capital at other enterprises and the equity capital value at other enterprises according to audited financial statements. If not audited, it is based on the equity capital value according to the latest financial statement of that enterprise to determine. If following the guidance at point (iii), it must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report. , + In cases where the enterprise to be appraised holds less than 50% of the capital of the invested enterprises: the value of the investments is determined according to the methods specified in Section 2 Part II of this Standard or according to the guidance at points (i), (ii), (iii); if following the guidance at point (iii), it must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report. , c) Determining the value of receivables and payables: ,  of at least three enterprises in the same production and business industry. For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;oanh.

(iii) The value of the investment is determined based on: the proportion of the investment capital of the enterprise to be appraised over the total contributed capital at other enterprises and the equity value at other enterprises according to audited financial statements. If not audited, it is based on the equity value according to the most recent financial statement of that enterprise. If carried out according to point (iii), it must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report.

+ In cases where the enterprise to be appraised holds less than 50% of the capital of invested enterprises: the value of investments is determined using the methods specified in Section 2 of Part II of this Standard or according to guidance at points (i), (ii), (iii). If carried out according to point (iii), it must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report.

c) Determine the value of receivables and payables:

- The appraiser shall compare the receivables and payables recorded on the accounting books with the relevant documents and evidence provided and collected during the valuation process; if necessary, the appraiser may request the enterprise to be valued to verify and confirm the data.

- The value of receivables is determined based on the actual balance on the basis of the provided evidence; in cases where there is insufficient evidence, it is determined according to the figures on the accounting books. For receivables that are not recoverable, receivables for which provisions have been made, and difficult-to-collect receivables, the appraiser must base their assessment on the files and information provided to estimate the recoverable value and clearly state this in the limitations section of the Valuation Certificate and the Valuation Result Report.international- In cases where the relevant files and documents such as reconciliation statements, confirmation of receivables and payables, or records of receipts and payments occurring after the financial report cut-off date are not provided, the appraiser must clearly state this in the limitations section of the Valuation Certificate and the Valuation Result Report for the users of the valuation results to consider when using them.

- The value of work-in-progress production and business costs is determined based on the actual costs incurred and recorded on the accounting books. If the enterprise to be valued is the project sponsor with work-in-progress production and business costs related to the creation of future real estate assets, the value of the land use rights of the enterprise to be valued (if included in future assets) must be reassessed according to Vietnamese valuation standards regarding the market approach, cost approach, income approach, and real estate valuation standards; for construction items, the value is determined based on the actual costs incurred and recorded on the accounting books.

- The value of inventory is determined as follows:

- Work-in-progress production and business costs are determined based on the actual costs incurred and recorded on the accounting books. If the enterprise to be valued is the project sponsor with work-in-progress production and business costs related to the creation of future real estate assets, the value of the land use rights of the enterprise to be valued (if included in future assets) must be reassessed according to Vietnamese valuation standards regarding the market approach, cost approach, income approach, and real estate valuation standards; for construction items, the value is determined based on the actual costs incurred and recorded on the accounting books.

- For inventory consisting of finished goods and real estate products, the value of these real estate products is determined according to Vietnamese valuation standards regarding the market approach, cost approach, income approach, and real estate valuation.

- For inventory, raw materials, and stored tools and equipment that have deteriorated due to production errors, unfinished products that cannot be further completed due to lack of sales, changes in production products, etc., leading to poor quality, the enterprise should prepare a statistical table, classify them, and propose to assess their value based on the recoverable value principle, aiming for the best possible use and efficiency.

- Determining the value of tangible fixed assets:

- For tangible fixed assets such as buildings, structures, and individual investment real estate projects (where the scale of the project or construction unit price, investment capital cannot be determined), the appraiser may calculate based on the book value of the accounting records adjusted for inflation, minus the depreciation value at the time of valuation.

- For tangible fixed assets such as machinery, transportation vehicles, transmission equipment, management equipment and tools, if there are no comparable assets traded on the market and sufficient investment and technical documents are unavailable, the appraiser collects, argues, and analyzes information and stores evidence of the absence of comparable assets traded on the market; the value of these assets is determined based on the book value of the accounting records (adjusted for exchange rate differences if they are imported assets) and minus the depreciation value at the time of valuation.

In cases where the value is determined based on the book value as guided,ớng lead abovethe appraiser must clearly state this limitation in the limitations section of the Valuation Certificate and the Valuation Result Report.

- Determining the value of tools and equipment that have been issued for use:

The value of tools and equipment is determined based on the market transaction price of comparable assets. If the market transaction price of comparable assets cannot be obtained, the value of tools and equipment is determined based on the market transaction price of new tools and equipment of the same type or with equivalent features, or based on the initial purchase price recorded on the accounting books minus the depreciation value at the time of valuation., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP In cases where the value of tools and equipment is determined based on the book value of the accounting records, the appraiser must clearly state this limitation in the limitations section of the Valuation Certificate and the Valuation Result Report.

- Determining short-term and long-term deposits according to the accounting books.

- The value of financial assets in the form of contracts is preferably applied using the discounted cash flow method.

5.5. Estimating the total value of intangible assets of the enterprise to be valued

The value of intangible assets of the enterprise to be valued is calculated as the sum of the values of identifiable intangible assets and unidentifiable intangible assets. Intangible assets of the enterprise to be valued include intangible fixed assets recorded in the accounting books, other intangible assets meeting the conditions specified in Point 3.1, Section 3 of the Intangible Asset Valuation Standard, and unidentifiable intangible assets.

The value of intangible assets of the enterprise to be valued is determined through one of the following methods:internationala) Method 1: Estimating the total value of intangible assets of the enterprise to be valued by estimating the value of each identifiable intangible asset and the value of unidentifiable intangible assets (remaining intangible assets).

d.1. Amount of taxable income in Vietnam:Minister;The appraiser determines the value of each identifiable intangible asset according to the provisions of Vietnamese Valuation Standard No. 13. Specifically, the value of land use rights and leasehold rights is determined according to the provisions of Vietnamese Valuation Standards regarding the market approach, income approach, and real estate valuation.

The appraiser determines the value of unidentifiable intangible assets (including brands and other unidentifiable intangible assets) through the following steps:

The appraiser performs the determination of the value of each identifiable intangible asset according to Vietnam Valuation Standard No. 13. Specifically, the value of land use rights and land rental rights is determined according to the provisions of Vietnam Valuation Standards on the market approach, income approach, and real estate valuation.

The appraiser determines the value of unidentifiable intangible assets (including brands and other unidentifiable intangible assets) through the following steps:

Step 1: Estimate the market value of tangible assets, financial assets, and identifiable intangible assets participating in the income generation process for the enterprise to be appraised. The market value of these assets is determined according to Point 5.4 of this Standard and the guidelines in the Vietnam Valuation Standards System.

Step 2: Estimate the level of annual income that the enterprise to be appraised can achieve. This income level is the income under normal operating conditions of the enterprise to be appraised, estimated based on the results achieved by the enterprise to be appraised in the most recent years, taking into account the development prospects of the enterprise after excluding abnormal factors affecting income such as increased or decreased income from the disposal of fixed assets, revaluation of financial assets, foreign exchange risk...

Step 3: Estimate appropriate profit rates for the identifiable tangible assets, financial assets, and intangible assets of the enterprise to be appraised. The profit rate of tangible assets must not exceed the weighted average cost of capital of the enterprise to be appraised. The profit rate of these identifiable intangible assets must not be lower than the weighted average cost of capital of the enterprise to be appraised. The determination of the weighted average cost of capital of the enterprise to be appraised is carried out according to the guidance at Point 6.4 of this Standard.

Step 4: Estimate the annual income generated by the identifiable tangible assets, financial assets, and intangible assets for the enterprise to be appraised by multiplying the values of the identifiable tangible assets, financial assets, and intangible assets (of the enterprise to be appraised) calculated in Step 1 with (x) the corresponding profit rates determined in Step 3. of the enterprise to be appraised calculated in Step 1 multiplied by (x) corresponding profit margins determined in Step 3.

Step 5: Estimate the income generated by the unidentifiable intangible assets for the enterprise to be appraised by subtracting (-) the income generated by the identifiable tangible assets, financial assets, and intangible assets for the enterprise to be appraised calculated in Step 4 from the income that the enterprise to be appraised can achieve calculated in Step 2.ìof the enterprise to be appraised calculated in Step 4.

Step 6: Estimate an appropriate capitalization rate for the income generated by the unidentifiable intangible assets for the enterprise to be appraised. This capitalization rate must be at least equal to the cost of equity capital of the enterprise to be appraised. The determination of the cost of equity capital of the enterprise to be appraised is specified in Subpoint d of Point 6.4 of this Standard.

Step 7: Estimate the value of the unidentifiable intangible assets of the enterprise to be appraised by capitalizing the income generated by these intangible assets for the enterprise to be appraised.

b) Method 2: Estimate the total value of the intangible assets of the enterprise to be appraised through the capitalization of the profit stream generated by all intangible assets for the enterprise to be appraised.ìof the enterprise to be appraised through the market capitalization of the profits generated by all intangible assets for the enterprise to be appraised.

Step 1: Estimate the market value of tangible assets and financial assets participating in the income generation process for the enterprise to be appraised. The market value of these assets is determined according to Point 5.4 of this Standard.n ltangible assets, financial assets participating in generating income for the enterprise to be appraised. The market value of these assets is determined according to Clause 5.4 of this Standard.

Step 2: Estimate the level of annual income that the enterprise to be appraised can achieve. This income level is the income under normal operating conditions of the enterprise to be appraised, estimated based on electronic media in Vietnam the results achieved by the enterprise to be appraised in the most recent years, taking into account the development prospects of the enterprise after excluding abnormal factors affecting income such as increased or decreased income from the disposal of fixed assets, revaluation of financial assets, foreign exchange risk...

Step 3: Estimate appropriate profit margins for tangible assets and financial assets of the enterprise to be appraised. These profit margins must not exceed the weighted average cost of capital of the enterprise to be appraised. Step 3: Estimate appropriate profit rates for the tangible assets and financial assets of the enterprise to be appraised. These profit rates must not exceed the weighted average cost of capital of the enterprise to be appraised. The determination of the weighted average cost of capital of the enterprise to be appraised is carried out according to the guidance at Point 6.4 of this Standard.

Step 4: Estimate the annual income generated by the tangible assets and financial assets for the enterprise to be appraised by multiplying the values of the tangible assets and financial assets of the enterprise to be appraised calculated in Step 1 with (x) the corresponding profit rates calculated in Step 3.

Step 5: Estimate the income generated by all intangible assets for the enterprise to be appraised by subtracting (-) the income generated by the tangible assets and financial assets for the enterprise to be appraised calculated in Step 4 from the income that the enterprise to be appraised can achieve calculated in Step 2.

Step 6: Estimate an appropriate capitalization rate for the income generated by all intangible assets for the enterprise to be appraised. This capitalization rate must be at least equal to the cost of equity capital of the enterprise to be appraised. The determination of the cost of equity capital of the enterprise to be appraised is specified in Subpoint d of Point 6.4 of this Standard.

Step 7: Estimate the total value of the intangible assets of the enterprise to be appraised by capitalizing the income generated by these intangible assets for the enterprise to be appraised.

5.6. Estimating Equity Value trof equity of the enterprise to be appraised

Total asset value of the enterprise, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPof the enterprise to be appraised

=

Total value of tangible assets and financial assets of the enterprise to be appraised

+

Total value of intangible assets of the enterprise to be c) Estimate the equity capital value of the enterprise to be appraised using the average ratio method:

The equity value of the enterprise to be appraised is determined according to the following formula:

- The book value of the security is determined according to the Accounting System of the State Bank and the guidance document of the State Bank on the accounting treatment of foreign securities investment operations. equity value Total actual capital contributions of all parties in the economic organization to be appraised

=

Total asset value of the enterprise to be appraised

-

Value of liabilities

In which: The value of liabilities to be appraised is determined according to the market price if there is market evidence, otherwise it is determined according to the book value in accounting records.

6. Discounted Cash Flow Method

6.1. Discounting Methodof the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home AffairsThe enterprise's free cash flow is determined to assess the value of the enterprise through estimating the total discounted free cash flow of the enterprise being appraised and the present value of non-operating assets of the enterprise at the time of appraisal. In the case where the enterprise being appraised is a joint-stock company, the enterprise's free cash flow discounting method is applied with the assumption that the preferred shares of the enterprise being appraised are treated as common shares. This assumption must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report.rime Minister cif the enterprise to be appraised is a joint-stock company, the enterprise's discounted cash flow method is used with the assumption that the preferred shares of the enterprise to be appraised are treated as common shares. This assumption needs to be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report.

6.2. Steps to determine the equity value of the enterprise:

- Step 1: Forecast the free cash flow of the enterprise being appraised.

- Step 2: Estimate the weighted average cost of capital of the enterprise being appraised.ì- Step 3: Estimate the terminal value forecast.

- Step 4: Estimate the equity value of the enterprise being appraised.

- Step 4: Estimate the value of equity of the enterprise to be appraised.

6.3. Forecasting the free cash flow of the enterprise being appraised:

To estimate the free cash flow forecasting period, the appraiser bases on the characteristics of the enterprise, the industry, and the economic context to select appropriate growth models. The minimum forecasting period for free cash flow is three years. For newly established enterprises or those experiencing rapid growth, the forecasting period may extend until the enterprise enters a stable growth phase. For enterprises with a limited operating term, the determination of the free cash flow forecasting period should consider the life cycle of the enterprise.No.of at least three years. For newly established enterprises or those experiencing rapid growth, the forecast period may extend until the enterprise enters a stable growth phase. For time-limited enterprises, the determination of the forecast period requires consideration of the enterprise's characteristics., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPThe annual free cash flow formula of the enterprise is as follows and other equivalent formulas derived from this formula:

FCFF = Earnings Before Interest After Tax (EBIAT) + Depreciation - Capital Investment - Net Change in Working Capital outside Cash and Short-term Non-operating Assets (Difference in Net Operating Working Capital)

Earnings Before Interest After Tax (EBIAT) is earnings before interest after tax excluding profits from non-operating assets.

LEBIAT (Earnings Before Interest After Tax) is earnings before interest after tax excluding profits from non-operating assets.

The formula to calculate EBIAT from Earnings Before Interest and Tax (EBIT) is as follows:

EBIAT = EBIT x (1 - organize credit institutions, foreign bank branches are responsible for organizing the implementation of this Circular.)

Where:

- Corporate Income Tax Rate

The appraiser uses the effective tax rate when calculating EBIAT during periods with financial reports, and the current corporate income tax rate to calculate EBIAT during the free cash flow forecasting period.

organize credit institutions, foreign bank branches are responsible for organizing the implementation of this Circular._effective = (Pre-tax Profit - Post-tax Profit) ÷ Pre-tax dated November 29, 2006 and the Law amending and supplementing several articles of the Law on Tax Administration

Capital investment includes: investment in fixed assets and other long-term assets; investment in operating assets included in the group of purchasing debt instruments of other entities and investment in operating assets contributed to other entities (if any).

- Formula for working capital outside cash and short-term non-operating assets:

Working capital outside cash and short-term non-operating assets = (Short-term receivables + Inventory + Other short-term assets) - Short-term liabilities not including short-term loans

6.4. Estimating the weighted average cost of capital of the enterprise to be appraisedrime Minister c6.4. Estimating the weighted average cost of capital of the enterprise being appraised:

The appraiser estimates the weighted average cost of capital of the enterprise being appraised for each time period or for the entire future free cash flow forecasting period to serve as the discount rate for converting free cash flow and the terminal forecast value (if any) to the appraisal date. Using a single discount rate for the entire free cash flow forecasting period or using different discount rates for each period requires the appraiser to provide reasoning and clearly state it in the appraisal result report.

The appraiser estimates the weighted average cost of capital of the enterprise being appraised according to the following formula:

WACC = R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} x F_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} x (1 - t) + R_{Average loan repayment period is 10 years;} x F_{Average loan repayment period is 10 years;}

Where:

WACC: Weighted Average Cost of Capitalì: Cost of Debt

R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;}: Proportion of Debt to Total Capital

F_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;}t: Corporate Income Tax Rate

Cost of Equity

R_{Average loan repayment period is 10 years;}: : Proportion of Equity to Total Capital

F_{Average loan repayment period is 10 years;}Total capital consists of capital sources financing the enterprise's operations, including equity and debt with expected costs of capital financing the enterprise's operations during the free cash flow forecasting period. This debt includes both short-term and long-term debt but must meet two conditions: it incurs a cost of capital and is expected to finance the enterprise's operations during the free cash flow forecasting period.

a) Estimating the proportion of debt to total capital F

The proportion of debt to total capital (F_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;}:

) is the ratio of debt with expected costs of capital financing the enterprise's operations during the free cash flow forecasting period to total capital.êThe appraiser bases on the type of valuation basis used, information provided by the enterprise being appraised regarding its capital usage plan, analysis of the enterprise's borrowing needs and capabilities in the near future, and assessment of the capital structure of similar companies in the same industry to estimate the proportion of debt with expected costs of capital financing the enterprise's operations during the free cash flow forecasting period. At the same time, the estimation of R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;}corresponding to the discount rate (WACC) for each period within the free cash flow forecasting period of the enterprise being appraised must be considered.

The proportion of debt to total capital (F_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} ) is determined based on the examination and evaluation of the ratio of debt with expected costs of capital to total capital of enterprises in the same production and business sector as the enterprise being appraised, or determined according to the ratio of debt with expected costs of capital to total capital of the enterprise being appraised in the most recent years considering the future capital structure.

In the case where the enterprise being appraised is listed on the Vietnamese stock market for at least three years up to the appraisal date, the appraiser evaluates and considers basing the estimation on the ratio of debt with expected costs of capital to total capital of the enterprise being appraised in the most recent years considering the future capital structure._{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;}) is determined based on reviewing and assessing the proportion of debt with capital usage costs over total capital of enterprises in the same production and business sector as the enterprise to be appraised or determined based on the proportion of debt with capital usage costs over total capitalNo.of the enterprise to be appraised in the most recent years considering future capital structure.

If the enterprise to be appraised is a listed enterpriseêon the Vietnamese stock exchange for at least three years up to the appraisal date, the appraiser evaluates and considers basing the proportion of debt with capital usage costs over total capital of the appraised enterprise in the most recent years considering future capital structure..

b) Estimated cost of debt usage (R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;})

Cost of debt usage (R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;}) is determined based on the cost of debt usage of liabilities with expected capital usage costs that are anticipated to finance the operations of the enterprise being appraised during the forecast cash flow period.

In cases where the capital structure of the enterprise being appraised does not include liabilities with expected capital usage costs, R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} is determined based on the expected interest rate. The expected interest rate is estimated based on the assessment of the enterprise's negotiation ability with credit providers or long-term borrowing rates of enterprises in the same industry as the enterprise being appraised.

If the enterprise being appraised has liabilities with expected capital usage costs, R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} is determined based on this cost of capital usage or the aforementioned expected interest rate; simultaneously, the appraiser evaluates and considers to estimate R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} appropriately. In cases where the enterprise has multiple liabilities with different costs of capital usage (different interest rates, etc.), Rì R_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;} is determined by the weighted average interest rate of the enterprise's liabilities.

c) Estimated equity ratio:

The equity ratio is determined according to the formula: F_{Average loan repayment period is 10 years;} = (1 - F_{For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;})

d) Estimated cost of equity capital (R_{Average loan repayment period is 10 years;})

Based on the purpose of the appraisal, the basis for the appraisal value, the characteristics of the enterprise being appraised, and the financial data that can be collected and other relevant factors, the appraiser evaluates and selects an appropriate method from among the three methods below to determine the cost of equity capital of the enterprise being appraised. Method 1 is applied in the case where at least three enterprises in the same industry as the enterprise being appraised have listed or registered for trading on the Vietnamese stock market; or, the enterprise being appraised is a listed enterprise on the Vietnamese stock market for not less than three years as of the appraisal date. In cases where Method 1 is not applied, the appraiser must provide reasoning and grounds for not selecting this method in the appraisal result report.

) Method 1:policiesThe cost of equity capital is calculated using the following formula:

For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;1Re = R

β

x MRP_f + : Risk-free return rate at or near the appraisal date_L MRP

Wherein:

R_fMarket risk premium

: Systematic risk coefficient of the enterprise being appraised: - The risk-free return rate (R

: Risk-free return rate at or near the appraisal date_L) is estimated based on the interest rate of government bonds with a term of 10 years or the longest term available at or near the appraisal date.

- The market risk premium (MRP) is estimated through calculating the average differences between the returns on investment in the stock market (R’_f) at the end of each month's trading session and the risk-free return rate (R’

). R tris determined based on the interest rate of government bonds with a term of 10 years or the longest term available at the corresponding time or near the time of determining R’_{Granite, gabbro, decorative stone...}. The expected return rate on investment in the Vietnamese stock market is estimated by the appraiser using statistical methods based on the VN-INDEX over the most recent five-year period prior to the appraisal date, with the VN-INDEX being compiled monthly, specifically the closing index of the last trading session of the month._f- Determining the systematic risk coefficient takes into account the capital structure (’_f ) and is carried out using the regression method of adjusted closing price volatility of the stock against market volatility according to the formula:_{Granite, gabbro, decorative stone...}Where price volatility is determined monthly and at least for five years (for enterprises without sufficient five-year data, it is calculated from the day the enterprise lists or registers for trading), the market return rate is calculated based on the VN-INDEX. The appraiser may use the coefficient

already published if the calculation method is similar. n l(6): Record the severityinThe risk coefficient taking into account the impact of the capital structure (: Risk-free return rate at or near the appraisal date_L) is estimated as follows:

+ In cases where the enterprise being appraised is a listed enterprise on the Vietnamese stock market for not less than three years up to the appraisal date, the appraiser may evaluate and consider determining : Risk-free return rate at or near the appraisal date_L from the trading prices of the shares of the enterprise being appraised in the years closest to the appraisal date or determining

based on similar enterprises in the same industry, while providing reasoning for choosing this calculation method in the Appraisal Result Report.: Risk-free return rate at or near the appraisal date_L+ In other cases, as follows:

is estimated through the systematic risk coefficients of enterprises in the same industry as the enterprise being appraised on the stock market. The appraiser needs to select at least three enterprises in the same industry as the enterprise being appraised and determine the : Risk-free return rate at or near the appraisal date_L of these enterprises. : Risk-free return rate at or near the appraisal date_L Due to possible differences in capital structures between the enterprise being appraised and enterprises in the same industry, the appraiser needs to adjust the risk coefficients of enterprises in the same industry according to the capital structure of the enterprise being appraised in the following steps:

(1) Step 1: Eliminate the impact of the capital structure in the risk coefficient according to the formula: : Risk-free return rate at or near the appraisal date_L Unlevered beta : Risk-free return rate at or near the appraisal date_L : Debt-to-equity ratio of enterprises in the same industry as the enterprise being appraised.

D/E is calculated as the average over the same number of years used to calculate

(2) Step 2: Calculate the average unlevered beta of enterprises in the same industry as the enterprise being appraised.

Where:

: Risk-free return rate at or near the appraisal date_{The decision to switch the issuance of coats, overcoats, windbreakers, and down jackets to other uniforms for civil servants working at the National Market Management and Development Agency is decided by the Minister of Industry and Trade.}: (3) Step 3: Estimate the levered beta (beta taking into account the impact of the capital structure) of the enterprise being appraised according to the formula:

Appraisal: Levered beta of the enterprise being appraisedBriefing signed on February 18, 2025approved by the competent authority,national Average: Average unlevered betaNo.Debt-to-equity ratio of the enterprise being appraised.

The D/E ratio should reflect future financial leverage and can be determined based on the D/E ratio at the appraisal date. : Risk-free return rate at or near the appraisal date_L

Cost of Equity

d2) Method 2:

The cost of equity capital of the enterprise being appraised is calculated using the following formula:

Where:

: Risk-free return rate at or near the appraisal date_L fHK

: Risk-free return rate at or near the appraisal date_{The decision to switch the issuance of coats, overcoats, windbreakers, and down jackets to other uniforms for civil servants working at the National Market Management and Development Agency is decided by the Minister of Industry and Trade.} average: Unlevered beta coefficient

Appraisal: Levered beta of the enterprise being appraisedBriefing signed on February 18, 2025approved by the competent authority,national of debt with capital usage costs over equity of the enterprise to be appraised.

The D/E ratio must reflect future financial leverage and can be determined based on the D/E ratio at the time of valuation.

Cost of Equity

d2) Method 2:

The cost of equity capital of the enterprise to be valued shall be calculated according to the following formula:

R_{Average loan repayment period is 10 years;} = R_fHK + : Risk-free return rate at or near the appraisal date_L MRP_Conduct ||| + National risk premium + Currency risk premium (if applicable)

||| - R_fHK: ||| The risk-free rate of return is estimated based on the yield of the United States Government 10-year Treasury bond or the longest-term bond closest to the valuation date.

||| - MRP_Conduct: ||| The market risk premium for the stock market in the United States.

- : Risk-free return rate at or near the appraisal date_L||| : The risk coefficient of businesses operating in the same industry as the business being valued at the United States market, adjusted according to the capital structure of the business being valued.

||| The appraiser needs to evaluate, argue, and adjust R_{Average loan repayment period is 10 years;} ||| based on the scale, liquidity, and other relevant factors to reflect the specific risks of the business being valued.

||| d3) Method 3:

The cost of equity capital of the enterprise to be valued shall be calculated according to the following formula:

R_{Average loan repayment period is 10 years;} = R_f + R_p

- The market risk premium (MRP) is estimated through calculating the average differences between the returns on investment in the stock market (R’_f||| ) is estimated based on the yield of the United States Government 10-year Treasury bond or the longest-term bond closest to the valuation date.

||| - Equity risk premium (R_p||| ) is determined based on the equity risk premium of Vietnam published in reliable international financial databases.

||| The appraiser needs to evaluate, argue, and adjust R_{Average loan repayment period is 10 years;} ||| based on the scale, liquidity, and other relevant factors to reflect the specific risks of the business being valued.

||| 6.5 Estimating the terminal value forecast

||| - Case 1: The cash flow after the forecast period is a perpetually constant cash flow.

||| The formula for calculating the terminal value forecast is:

Where:

||| FCFF_{||| n+1}||| : Free cash flow of the enterprise in year n + 1

||| - Case 2: The cash flow after the forecast period is a perpetually growing cash flow.on||| n after the forecast period is a perpetually growing cash flow.on||| n is a perpetually growing cash flow.

||| The formula for calculating the terminal value forecast is:

Where:

g: growth rate of cash flow

The growth rate of cash flow is determined based on the growth rate of profit. The growth rate of profit is forecasted based on the assessment of the development prospects of the enterprise, the past profit growth rate of the enterprise, production and business plans, reinvestment rates, retained earnings ratio, etc.amend||| - Case 3: The enterprise ceases operations at the end of the forecast period. The terminal value forecast is determined based on the liquidation value of the enterprise being valued.international||| 6.6 Estimating the equity value of the enterprise being valued:

||| Step 1: Calculate the present value total of free cash flows and the terminal value forecast after discounting the enterprise's free cash flows and terminal value forecast using the weighted average cost of capital of the enterprise as the discount rate.

||| Step 2: Estimate the value of non-operating assets of the enterprise according to the guidelines for determining the value of tangible assets, intangible assets, and financial assets in this Valuation Standard and related valuation standards.

||| Step 3: Calculate the value of the enterprise being valued by adding the present value of the enterprise's free cash flows and terminal value forecast with the value of non-operating assets of the enterprise being valued and the value of operating assets not reflected in the enterprise's free cash flows.

||| Step 4: Estimate the equity value of the enterprise being valued at the valuation date by subtracting the value of debt from the result of Step 3.

||| 7 Discounted Dividend Method

||| 7.1 Discounted Dividend Method to determine the equity value of the enterprise being valued through estimating the total discounted dividend value of the enterprise being valued. In case the enterprise being valued is a joint-stock company, the discounted dividend method is applied assuming that the preferred shares of the enterprise being valued are common shares. This assumption must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report. ||| 7.2 Steps to Determine the Equity Value ||| a) Step 1: Forecast dividends of the enterprise being valued. The appraiser needs to forecast the dividend payout ratio and dividend growth rate of the enterprise being valued. To estimate the dividend forecast period, the appraiser bases on the characteristics of the enterprise, the industry, and the economic context to choose appropriate growth models. The minimum forecast period for dividends is three years. For newly established enterprises or those experiencing rapid growth, the dividend forecast period can extend until the enterprise enters a steady growth phase. For enterprises with a limited lifespan, the dividend forecast period is determined according to the enterprise's life cycle. ||| b) Step 2: Estimate the cost of equity capital according to the guidance provided in Section d, Point 6.4 of this Standard.

||| c) Step 3: Estimate the terminal equity value forecast as follows:

||| - Case 1: The dividend after the forecast period is a perpetually constant cash flow. The formula for calculating the terminal value forecast is: ||| - Case 2: The dividend after the forecast period is a perpetually growing cash flow. The formula for calculating the terminal value forecast is: n+1 ||| Dividend of the enterprise in year n + 1 g: growth rate of dividends The growth rate of dividends is forecasted based on the retention ratio of post-tax profits and the return on equity. ||| - Case 3: The enterprise ceases operations at the end of the forecast period, the terminal value forecast is determined based on the liquidation value of the enterprise being valued. ||| d) Step 4: Estimate the equity value of the enterprise being valued:

||| - Calculate the net present value of the enterprise's dividends and the terminal equity value forecast after discounting the enterprise's dividends and terminal equity value forecast using the cost of equity capital as the discount rate.

||| - Estimate the value of non-operating assets of the enterprise according to the guidelines for determining the value of tangible assets, intangible assets, and financial assets in this Valuation Standard and related valuation standards.

||| - Estimate the equity value of the enterprise being valued by adding the net present value of the enterprise's dividends and the present value of the terminal equity value forecast with the value of non-operating assets and operating assets not reflected in the enterprise's dividends. enterprise to be valued. Ddevelopment estimating the dividend payout phase, the appraiser bases on the characteristics of the enterprise, the industry it operates in and the economic context to select appropriate growth models. The dividend payout forecast phase must be at least three years. For newly established enterprises or those experiencing rapid growth, the dividend payout forecast phase may extend until the enterprise enters a steady growth phase. For enterprises with a limited operating period, the dividend payout forecast phase is determined based on the enterprise's lifespan. b) Step 2: Estimate the cost of equity capital according to the guidance provided in

item d point 6.4 of this Standard c) Step 3: Estimate the end-of-period equity value as follows:.

- Case 1: Dividends after the forecast period are perpetual constant cash flows. The formula for calculating the end-of-period value is:

- Case 2: Dividends after the forecast period are perpetual constant growth cash flows each year. The formula for calculating the end-of-period value is: trn+1

Enterprise dividends in year n + 1

Where:

D_{g: dividend growth rate}: The dividend growth rate is forecasted based on the retained earnings profit margin and return on equity.

- Case 3: The enterprise ceases operations at the end of the forecast period, the end-of-period value is determined based on the liquidation value of the enterprise to be valued.

d) Step 4: Estimate the enterprise's equity value:

- Calculate the present value of the enterprise's dividend cash flow and the end-of-period equity value after discounting the enterprise's dividend cash flow and the end-of-period equity value using the cost of equity capital as the discount rate.

- Estimate the value of the enterprise's non-operating assets according to the guidelines for determining the value of tangible, intangible, and financial assets set out in this Valuation Standard and related valuation standards.No.- Estimate the enterprise's equity value by adding the present value of the enterprise's dividend cash flow and the end-of-period equity value with the value of non-operating assets and operating assets not reflected in the enterprise's dividend cash flow.

with the value of non-operating assets and operating assets not reflected in the enterprise's free cash flow,

from the enterprise's equity value to be valued, then subtracting liabilities not reflected in the enterprise's free cash flow to be valued.ớ8.3. For matters not specifically addressed in this Valuation Standard, the appraiser should refer to additional guidance on applying the discounted cash flow method as prescribed in the Vietnamese Valuation Standard on the income approach.

9. Conclusion on the enterprise's equity value

8. Discounted Free Cash Flow to Equity Method

8.1. The Discounted Free Cash Flow to Equity method determines the equity value of the enterprise under appraisal through estimating the total discounted free cash flow to equity of the enterprise under appraisal. In the case where the enterprise under appraisal is a joint-stock company, the Discounted Free Cash Flow to Equity method is applied with the assumption that the preferred shares of the enterprise under appraisal are treated as common shares. This assumption must be clearly stated in the limitations section of the Appraisal Certificate and the Appraisal Result Report.

8.2. Steps to Determine Equity Value

a) Step 1: Forecast the free cash flow to equity of the enterprise under appraisal.

- Office of the President of the Statedevelopment During the forecast period for cash flow, the appraiser bases on the characteristics of the enterprise, its business sector, and economic context to select appropriate growth models. The minimum forecast period for cash flow is three years.. For newly established enterprises or those experiencing rapid growth,ì the forecast period for cash flow may extend until the enterprise enters a steady growth phase. For enterprises operating with a limited duration, determining the forecast period for cash flow requires evaluating and considering the age of the enterprise.

Formula for calculating free cash flow to equity of the enterprise:

FCFE = Net income after tax + Depreciation - Capital investment - Change in net working capital outside cash and short-term non-operating assets (net operating asset change) - Principal repayments + New debt issued

Net income after tax is net income after tax excluding profits from non-operating assets.

Capital investment includes: investment in fixed assets and similar long-term assets that do not meet the criteria for recognition as fixed assets according to the enterprise accounting system; investment in other long-term operating assets within the category of purchasing debt instruments of other entities and investment in other entities (if any).

Formula for calculating net working capital outside cash and short-term non-operating assets:

Working capital outside cash and short-term non-operating assets = (Short-term receivables + Inventory + Other short-term assets) - Short-term liabilities not including short-term loans

b) Step 2: Estimate the cost of equity capital of the enterprise under appraisal according to the guidance provided in Section d, Point 6.4 of this Standard.

c) Step 3: Estimate the terminal equity value at the end of the forecast period

- Case 1: Post-forecast period cash flow is constant and extends indefinitely. The formula for calculating the terminal forecast period value is:amendFCFE

Where:

: Free cash flow to equity year n + 1_{||| n+1}- Case 2: Post-forecast period cash flow grows steadily each year and extends indefinitely. The formula for calculating the terminal forecast period value is:

g: rate of growth of free cash flow to equity.

Within theshall:

The rate of growth

of free cash flow to equity is forecast based on the growth rate of post-tax operating profit, the development prospects of the enterprise, the historical growth rate of cash flow of the enterprise, production and business plans, reinvestment rates, etc. tr- Case 3: The enterprise ceases operations at the end of the forecast period. The terminal forecast period value is determined based on the liquidation value of the enterprise under appraisal.

d) Step 4: Estimate the equity value of the enterprise under appraisal:No.- Calculate the present value of the total free cash flow to equity and the terminal equity value of the enterprise after discounting the free cash flow to equity and the terminal equity value of the enterprise at the discount rate which is the cost of equity capital.

- Estimate the value of non-operating assets of the enterprise according to the guidance for determining the value of tangible assets, intangible assets, and financial assets in this Appraisal Standard and related Appraisal Standards.ớ- Estimate the equity value of the enterprise under appraisal by adding the present value of the free cash flow to equity and the present value of the terminal equity value

with the value of non-operating assets and operating assets not reflected in the free cash flow to equity of the enterprise under appraisal, then subtracting liabilities not reflected in the free cash flow to equity of the enterprise under appraisal. 8.3. For contents not specifically regulated in this Appraisal Standard, the appraiser needs to refer additionally to the guidelines on applying the discounted cash flow method stipulated in the Vietnamese Appraisal Standard on the income approach.

- Preamble9. Conclusion on the Equity Value of the Enterprise

The equity value of the enterprise can be determined through the weighted average of the results of the valuation methods applied. Determining the weight for each method is based on the reliability of each method, input data information, purpose of the valuation... ensuring market suitability./. The enterprise's equity value can be determined through a weighted average of the results of the valuation methods applied. Determining the weight for each method is based on the reliability of each method, input data, purpose of the valuation... ensuring market suitability./. the net asset value of the enterprise to be appraised, then subtracting the liabilities not reflected in the free cash flow of the enterprise to be appraised. chưa được thể hiện trong dòng tiền tự do vốn chủ sở hữu của doanh nghiệp cần thẩm định giá.

8.3. For contents not specifically provided for in this Appraisal Standard, the appraiser shall refer to additional guidelines on applying the discounted cash flow method as prescribed in the Vietnam Appraisal Standard on the income approach.amend9. Conclusion on the value of the enterprise's net assets

The value of the enterprise's net assets may be determined through the weighted average of the results of the appraisal methods applied. The determination of weights for each method is based on the reliability of each method, input data information, purpose of the appraisal... ensuring market suitability./.

Giá trị vốn chủ sở hữu của doanh nghiệp có thể được xác định thông qua việc t"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."released on the product packaging (bottle cap, box lid, bottle stopper, wine spout or similar position) ensuring that when opening the lid, the seal will tear and cannot beình quân có trọng số kết quả của các phương pháp thẩm định giá được áp dụng. Việc xác định trọng số cho từng phương án dựa trên độ tin cậy của từng phương pháp, thông tin dữ liệu đầu vào, mục đích thẩm định giá... đảm bảo phù hợp với thị trường./.