Decision No. 462/TTg on Approving the Charter of the National Investment Support Fund

Pursuant to …;

REGARDING THE APPROVAL OF THE REGULATIONS OF THE NATIONAL INVESTMENT SUPPORT FUND

______________________

PRIME MINISTER

Pursuant to the Government Organization Law dated September 30, 1992;
Pursuant to the Law on Encouraging Domestic Investment dated June 22, 1994;
Pursuant to Decree No. 29/CP dated May 12, 1995 of the Government detailing the implementation of the Law on Encouragement of Domestic Investment;
Considering the proposal of the Minister of Finance and the Chairman of the Management Board of the National Investment Support Fund,

DECISION:

Article 1. Approves the Regulations of the National Investment Support Fund attached to this Decision.

Article 2. This Decision takes effect from the date of issuance.

Article 3. Assigns the Minister of Finance, the Chairman of the Management Board, and the General Director of the National Investment Support Fund to be responsible for organizing and implementing this Decision. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of People's Committees of provinces and centrally governed cities shall be responsible for enforcing this Decision./.

 

CHARTER

NATIONAL INVESTMENT SUPPORT FUND
(Issued together with Decision No. 462/TTg dated July 9, 1996 of the Prime Minister)

Chapter 1:

GENERAL PROVISIONS:

Article 1. The National Investment Support Fund (referred to as QHTĐTQG) was established and operates pursuant to Decision No. 808/TTg dated December 9, 1995 of the Prime Minister and relevant current laws.

The international trading name of the Fund is National Investment Assistant Fund, abbreviated as NIAF.

Article 2. QHTĐTQG is a state financial organization operating throughout the country. The Fund has the function of mobilizing capital from organizations and individuals both domestically and internationally; receiving state investment funds to lend to projects developing industries and regions under preferential treatment according to regulations set by the Government.

Article 3. QHTĐTQG is a legal entity, having a Management Board (MB) and operational management bodies, with a charter capital of 1,100 billion VND (one thousand one hundred billion dong) at establishment, balance sheets, seals, and accounts opened at the State Treasury System (STS), domestic and foreign banks. The headquarters of QHTĐTQG is located in Hanoi City. Branches of the Fund in provinces and centrally governed cities are decided by the MB. The Fund may establish transaction offices abroad when necessary according to Government regulations.

Article 4. The activities of QHTĐTQG are not for profit purposes, but must ensure repayment of principal and cover management costs. The Fund is exempted from taxes and contributions on the use of state budget funds to reduce interest rates for loans to development projects in preferential industries and difficult regions as stipulated by the Government.

Article 5. QHTĐTQG is under the management of the MB and operational control of the General Director.

Chapter 2

OPERATING CAPITAL, RIGHTS AND OBLIGATIONS

I. Operating Capital.

A. Receiving and Mobilizing Capital Sources

1. Registered Capital:

Article 6. The charter capital at establishment and increase of QHTĐTQG is formed from the following sources:

1. Capital provided by the State Budget equal to 50% of the total charter capital;

1. Contributions from insurance organizations, state-owned credit institutions, and state enterprises. The list of contributing organizations and contribution amounts are proposed by the Minister of Finance.

3. Voluntary contributions from individuals and organizations both domestically and internationally.

Article 7. The provision and contribution of initial charter capital and additional charter capital as stipulated in Points 1 and 2 of Article 6 of these Regulations are proposed by the MB and submitted by the Ministry of Finance to the Prime Minister for decision:

1. For state budget capital, it is allocated in the annual budget plan.

2. For contributions from insurance organizations, credit institutions, and state enterprises, they are taken from the post-tax profits of the previous year, with a minimum rate of 3%.

2. Raised capital

Article 8. QHTĐTQG can mobilize and receive the following capital sources:

1. Medium and long-term loans from individuals and organizations both domestically and internationally;

2. Receiving state investment funds, including government loans and official development assistance (ODA) funds to lend to projects specified by the Government;

3. Issuing medium and long-term bonds;

4. Accepting entrusted capital for project investment from individuals and organizations both domestically and internationally;

5. Receiving voluntary capital contributions from economic and social organizations and individuals for investment development.

B. Lending and Debt Recovery

Article 9. The projects eligible for QHTĐTQG's loan consideration are medium and long-term investment projects in preferential industries or in ethnic minority areas, mountainous regions, islands, and other difficult regions as defined by the Government.

Article 10. Projects eligible for QHTĐTQG's loan consideration must meet the following conditions:

1. Approved by competent authorities according to current regulations;

2. Issued with an investment preference certificate by the Ministry of Planning and Investment or the People's Committee of a province or centrally governed city;

3. Possess direct repayment capability;

4. Must have collateral, guarantee, or credit standing as prescribed.

Article 11. The maximum loan amount from QHTĐTQG for implementing an investment project cannot exceed 50% of the total approved investment capital, and any amount exceeding this limit must be reviewed and decided by the Chairman of the Management Board.

Article 12. Interest rate for QHTĐTQG's loans:

a. For new production and business establishments in ethnic minority areas, mountainous regions, islands, and other difficult regions, preferential interest rates as prescribed by the Government apply;

b. For new production and business establishments as stipulated in Articles 9 and 11 of the Law on Encouraging Domestic Investment, loans will be made at interest rates determined by the MB based on the principle of ensuring repayment and covering management costs.

Article 13. The debt repayment period (principal and interest) and the start date for repayment (principal and interest) are specified in the loan agreement.

Upon reaching the repayment deadline, if the project owner fails to repay the debt, QHTĐTQG will classify it as overdue debt, and the project owner will be handled according to the law.

Article 14. QHTĐTQG organizes lending and payment of construction works, including installation, equipment, and other construction-related expenses directly to the contractor, equipment supplier, and project owner.

Article 15. QHTĐTQG is not allowed to invest capital abroad.

II. Rights and Obligations of QHTĐTQG

Article 16. QHTĐTQG has the following rights and responsibilities regarding organizational management and finance:

1. Managing and using assigned capital and assets;

2. Using the investment promotion agency system to manage operations in accordance with assigned objectives and tasks;

3. Cooperating with sectors, levels, financial and credit organizations both domestically and internationally to mobilize capital for lending to investment development projects with repayment potential in preferential industries and difficult regions as defined by the Government;

4. Organize and exploit resources to increase funding for supporting investment projects aimed at development;

5. Establish and apply management norms, calculate interest rates for loans for each type of investment project within the framework of capital and government policies on investment projects developing industries and professions eligible for preferential treatment and regions facing difficulties as stipulated by the Government;

6. After fulfilling obligations to pay interest on loans, management costs, and risk reserve funds, the remaining amount shall be distributed among capital contributors and set aside in accordance with Article 38 of these Bylaws;

7. Be compensated by the State for unavoidable risks;

8. Be exempted from all types of taxes.

Article 17. The QHTĐTQG may require the project proponent to provide information on business operations, financial status, and credit of the enterprise. It has the right to inspect the implementation of the project and the management and use of loan capital. If it discovers that the project proponent is misusing capital for unintended purposes or without effectiveness, the Fund has the right to refuse or suspend loan disbursements, recover loan capital, and simultaneously notify the superior authority of the project proponent and relevant agencies to take appropriate measures according to the law.

Has the right to refuse any loan requests from organizations and individuals that contravene the provisions of these Bylaws.

Article 18. In its relationship with the State, the QHTĐTQG is responsible for:

1. Receiving and effectively utilizing state-assigned capital, implementing state regulations on capital and asset management; being accountable for the accuracy and legality of its financial activities;

2. Concentrating support capital for investment projects developing industries and professions eligible for preferential treatment and regions facing difficulties as stipulated by the Government;

3. Implementing loan interest rates as prescribed;

4. Implementing reporting, statistical, accounting, and periodic reporting systems as prescribed by the State, being accountable for the accuracy of such reports;

5. Providing necessary information for the State to accurately and objectively assess the results of the Fund's operations;

6. Adhering to inspection regulations of authorized state agencies as prescribed by law.

Article 19. The QHTĐTQG must:

1. Strictly comply with the provisions of these Bylaws, be legally accountable for the results of its operations before the law and the State, and be accountable to customers for business transactions conducted by the QHTĐTQG;

2. Develop annual and five-year operational plans consistent with the national economic and social development strategy and assigned tasks;

3. Innovate management methods and modernize operational technology;

4. Fulfill interest payments, recover capital and interest for owners of entrusted capital lent out by the QHTĐTQG.

 III. Obligations and benefits of registered capital contributors of the QHTĐTQG

Article 20. Registered capital contributors of the QHTĐTQG have the following obligations and benefits:

1. Contribute the full registered capital to the Fund within three months from the date of contribution;

2. Participate in opinions on policies, mechanisms for raising and using capital, and financial mechanisms of the QHTĐTQG; attend the annual meeting to hear reports on the Fund's operational results; receive necessary information about the Fund's operational situation.

3. Be considered for loans when there is a need, in line with the QHTĐTQG's lending mechanism.

Chapter 3:

 MANAGEMENT AND ADMINISTRATION OF THE QHTĐTQG

Article 21. Management of the QHTĐTQG is carried out by the Management Board. The Management Board has the following powers and responsibilities:

1. Examine and approve the direction of operations, capital-raising and lending mechanisms, financial plans, and audit final accounts reports of the QHTĐTQG;

2. Supervise and inspect the administrative body of the Fund in implementing the QHTĐTQG's Bylaws and decisions of the Management Board;

3. Submit to competent authorities for supplementation and amendment of the QHTĐTQG's Bylaws, policies, and operational mechanisms;

4. Examine reports from the Audit Committee;

5. Examine and resolve complaints from capital contributors and borrowing organizations of the QHTĐTQG;

6. Use the QHTĐTQG's seal in performing the duties and powers of the Management Board;

7. Bear material, administrative, and legal responsibility for commitments made between the QHTĐTQG and related parties.

Article 22. Members of the QHTĐTQG's Management Board include authorized representatives of the Ministry of Finance, the Ministry of Planning and Investment, the Ethnic Minority and Mountainous Areas Commission, the State Bank of Vietnam, the General Director of the General Department of Investment Promotion, and representatives of some domestic organizations contributing registered capital to the QHTĐTQG. The Management Board has a Chairman and several Deputy Chairmen, including a permanent Deputy Chairman. Appointment and removal of Management Board members are proposed by the Minister of Finance, submitted by the Minister - Head of the Civil Service Bureau of the Government to the Prime Minister for decision.

Article 23. Rules of Operation of the Management Board

1. The Management Board operates under a collective system, convening regular meetings every three months to examine and decide on matters within its jurisdiction and responsibilities.

2. The Management Board may convene extraordinary meetings to address urgent issues upon request of the Chairman, the Audit Committee Chair, two-thirds of Management Board members, or the General Director.

3. Meetings of the Management Board must have two-thirds of Management Board members present, chaired by the Chairman or Vice-Chairman (if the Chairman is absent). The Management Board decides matters based on the majority vote of Management Board members; in case of equal votes, the side with the Chairman's vote wins. Resolutions and Decisions of the Management Board are binding on the QHTĐTQG. The General Director of the QHTĐTQG is responsible for organizing the implementation of these Resolutions and Decisions.

4. The Management Board establishes internal rules of operation, reporting systems, and assigns tasks to members.

Article 24. Working tools and operating expenses of the Management Board are included in the Fund's operational costs. Management Board members enjoy allowances and other benefits as stipulated for members of the Management Board of state-owned enterprises with a Management Board.

Article 25. The QHTĐTQG's Management Board has a permanent representative and secretary appointed by the Management Board. When necessary, the Management Board may establish advisory groups to assist the Management Board in researching and proposing policies, mechanisms, and operational procedures of the QHTĐTQG.

Article 26. The Standing Board of the Management Council is carried out by the Chairman and the Vice Chairman of the Standing Board of the Management Council.

The Standing Board of the Management Council has powers and responsibilities:

1. To resolve matters proposed by the General Director beyond the General Director's authority to resolve;

2. To organize and direct the implementation of resolutions and decisions of the Management Council regarding tasks listed in Article 23 of these Bylaws;

3. To organize research and draft guiding documents; prepare content and agendas for Management Council meetings;

4. To be personally responsible for material, administrative, and legal aspects in their decisions;

5. The Standing Board of the Management Council convenes once a month to hear reports from the General Director on the results of operations during the period and the program for the next period;

6. The Standing Board of the Management Council convenes extraordinary meetings if deemed necessary and has the right to summon relevant members of the Management Council to address urgent matters;

Article 27. The Secretary of the Management Council, appointed by the Management Council, has responsibilities and powers: 1. To record minutes during Management Council and Standing Board meetings;

2. To draft resolutions, decisions, and announcements of the meeting for signature by the Chairman of the Management Council or the Standing Board;

3. To prepare necessary conditions and means for Management Council and Standing Board meetings:

a. Prepare files and materials for the meeting;

b. Summon members at the request of the Chairman of the Management Council;

c. Budget expenses for meetings.

Article 28. Oversight of the QHTĐTQG is conducted by the Supervisory Board. The Head and Deputy Head of the Supervisory Board are appointed by the Management Council upon recommendation by the Minister of Finance.

The Supervisory Board has duties and powers:

1. To inspect and monitor compliance with policies, regulations, and operational procedures in the activities of the QHTĐTQG to enhance operational efficiency, ensure the safety of state assets, fund assets, and customer assets. Report and make recommendations on their work to the Management Council;

2. To carry out tasks independently according to a program approved by the Management Council;

3. To present reports and recommendations on inspection results and financial settlement audit reports at Management Council meetings but without voting rights;

4. Not to disclose inspection results without permission from the Management Council and the QHTĐTQG management body.

Article 29. Organizational structure of the QHTĐTQG

1. The Director-General of the Investment Promotion General Department serves as the General Director of the QHTĐTQG. The General Director uses the operational machinery of the Investment Promotion General Department to manage the activities of the QHTĐTQG. The General Director represents the legal entity of the QHTĐTQG before the Management Council, the Minister of Finance, and the law for all operational activities of the QHTĐTQG. The General Director is assisted by Deputy General Directors, including a permanent Deputy General Director and specialized departments. Specialized departments are defined by the Management Council. The Minister of Finance appoints and dismisses Deputy General Directors based on the General Director's proposal. The General Director appoints and dismisses heads and deputies of specialized departments in accordance with the Ministry of Finance's personnel management hierarchy.

2. The General Director of the QHTĐTQG has duties and powers:

a. To manage and oversee the activities of the QHTĐTQG in accordance with the Fund's bylaws, state laws, and Management Council decisions (including capital raising, lending, debt recovery, interest collection);

b. To issue operational regulations for the QHTĐTQG;

c. To sign documents within the scope of the General Director's management responsibility and be accountable for their decisions before the Management Council and the Minister of Finance;

d. To represent the QHTĐTQG in domestic and international relations;

e. To report regularly on capital raising, lending, debt recovery, and other activities of the QHTĐTQG to the Management Council and the Ministry of Finance;

g. To directly manage assets and operating capital and be responsible for preserving and developing the Fund's capital and assets;

Article 30. h. To represent the legal entity of the QHTĐTQG in legal proceedings, disputes, liquidation, dissolution, and operational management issues of the QHTĐTQG;

The General Director of the QHTĐTQG organizes management bodies at central and local levels:

1. The central management body of the QHTĐTQG is the Central Office of the QHTĐTQG;

Chapter 4:

2. The local management body of the QHTĐTQG is branches headed by the Provincial Investment Promotion Bureau Director, assisted by several deputy directors. The branch director uses the investment promotion bureau's machinery to fulfill assigned tasks; Central and provincial management bodies of the QHTĐTQG are legal representatives, have seals, and can open accounts for project borrowers for transactions according to the General Director's delegation.

Article 31. RELATIONSHIP OF THE QHTĐTQG WITH CUSTOMERS AND ASSOCIATED ORGANIZATIONS

Relationship with customers (borrowers and lenders)

1. The QHTĐTQG is responsible to customers:

a. For material assets and capital used by the QHTĐTQG;

b. To keep confidential information and facilitate customer activities with the QHTĐTQG as prescribed by law;

c. To fulfill commitments for capital provision to project owners.

2. Customers are responsible to the QHTĐTQG:

a. To comply with the QHTĐTQG's operational regulations on capital raising and lending;

Article 32. b. To use capital for intended purposes and repay principal and interest on time.

Relationship with credit organizations:

1. On a voluntary, equal, and mutually beneficial basis based on contracts;

2. To act as agents and entrustees for capital receipt and lending to customers;

Article 33. 3. To cooperate, promote, and support each other's development through the use of scientific and technical progress and management practices in each organization's operations.

Relationship with international, national organizations, non-governmental organizations, and individuals both domestically and internationally:

Chapter 5:

The QHTĐTQG may directly negotiate and sign loan agreements, receive sponsorships, train staff, participate in support activities for investment promotion in industries and regions specified by the government under voluntary, equal, cooperative, and mutually beneficial principles, in accordance with Vietnamese law.

Article 34. ACCOUNTING - INCOME - FUND ESTABLISHMENT

Article 35. The fiscal year begins on January 1 and ends on December 31.

Article 36. The financial results of the Fund are the difference between total income and total expenses:

1. Total income includes interest from loans, interest from deposits, service fees, and other income;

2. Total expenses include interest paid for capital raising, management costs, and other expenses. The level of service fees, management costs, and other expenses shall be proposed by the General Director and approved by the Management Board - National Investment Fund in accordance with the State's financial regulations.

Article 37. The financial results of the Fund are handled as follows

1. In the case where income exceeds expenses, the National Investment Fund shall establish reserves and distribute them as follows: - Risk reserve fund up to 25% until it reaches 100% of the charter capital; - Supplementary capital reserve fund at 15%; - Technical development fund at 15%; - Distribution of profits to contributing members from 30 to 35%; - The remaining amount shall be established as a reward and welfare fund according to the financial regulations applicable to the Fund.

2. In the case where income is less than expenses, the National Investment Fund must use the funds mentioned in Point 1 of this Article to self-compensate. After using all the funds and still not being able to compensate sufficiently, report to the Ministry of Finance for consideration and submission.

Chapter 6:

 DISPUTE SETTLEMENT AND DISSOLUTION

Article 38. Any disputes between the National Investment Fund and legal entities and individuals directly or indirectly related to the activities of the National Investment Fund shall be resolved in accordance with the current laws of the Socialist Republic of Vietnam.

Article 39. The restructuring or dissolution of the National Investment Fund shall be decided by the Prime Minister.

Chapter 7:

IMPLEMENTATION PROVISIONS

Article 40. The Ministry of Finance shall have the responsibility:

1. Implement state management functions over the activities of the National Investment Fund;

2. Represent the owner's rights regarding the state budget capital according to the provisions of the Government;

3. Consider additional capital and provide necessary financial support when risks occur;

4. Implement tax exemptions for the business operations of the Fund.

Article 41. The State Bank of Vietnam has the responsibility to manage state policy on monetary policy, credit, and banking services for the National Investment Fund.

Article 42. The Ministry of Planning and Investment assists the Government in implementing state management functions to encourage domestic investment; builds and submits to the Government for decision-making on supplementing, changing the list of industries, professions, and regions eligible for investment incentives. Decisions to grant or refuse investment incentive certificates for projects are made by the Prime Minister for the National Investment Fund to consider lending.

Article 43. Provincial People's Committees and municipal people's committees under the central government have the responsibility to implement state management functions for investment within their jurisdiction according to the law, determine the list of preferential investment projects, and decide within their authority on granting or refusing investment incentive certificates for the National Investment Fund to consider lending.

Article 44. These Regulations shall take effect from the date of issuance. Any amendments or supplements to these Regulations of the National Investment Fund must be approved by the Prime Minister.

Article 45. The Minister of Finance, the Chairman of the Management Board, and the General Director of the National Investment Fund are responsible for guiding and organizing the implementation of these Regulations.