Decree No. 47/2021/NĐ-CP detailing certain provisions of the Enterprise Law

DECREE

Detailed regulations on certain provisions of the Enterprise Law

Pursuant to the Government Organization Law dated June 19, 2015 and the Law Amending and Supplementing Certain Provisions of the Government Organization Law and the Local Administration Organization Law dated November 22, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law on Management and Use of State Capital for Business Investment dated November 26, 2014;

Pursuant to the Law on Information Technology dated June 29, 2006;

At the proposal of the Minister of Planning and Investment;

The Government promulgates this Decree providing detailed regulations on certain provisions of the Enterprise Law.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability.

2. This Decree applies to enterprises, agencies, organizations, and individuals specified in Article 2 of the Enterprise Law.

Article 2. Interpretation of terms.

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

1. Social enterprise means an enterprise that meets the criteria stipulated in Clause 1, Article 10 of the Enterprise Law.

3. Corporate group includes companies that have relationships with each other through shareholding, capital contribution, or other forms of association.

4. Enterprise Information Portal means the electronic portal at http://www.business.gov.vn managed and operated by the Ministry of Planning and Investment.

5. National database on state-owned enterprises means a collection of data on basic information about state-owned enterprises established, updated, managed, and utilized on the Enterprise Information Portal to meet the requirements of providing information on state-owned enterprises and serving public interest.

6. Authorized person for information disclosure means an individual authorized by the enterprise to carry out information disclosure; having authority to sign and affix the seal according to the internal regulations of the enterprise.

Chapter II

SOCIAL ENTERPRISES

Article 3. Responsibilities of social enterprises and private business owners, members, shareholders of social enterprises.

1. Social enterprises must maintain social and environmental goals, retained profit levels for reinvestment, and other contents recorded in the Commitment to Implement Social and Environmental Goals throughout their operations. Except in cases where social and environmental goals are terminated before the committed time period, social enterprises must return all benefits, grants, and sponsorships received to implement the committed social and environmental goals and retained profit levels for reinvestment if they fail to fulfill or fully fulfill the Commitment to Implement Social and Environmental Goals and retained profit levels for reinvestment.

2. Private business owners, general partners of limited liability partnerships, members of limited liability companies, and related parties who are shareholders of joint-stock companies, members of the Board of Directors, General Director, or Deputy General Director during their term or relevant period shall be jointly liable for any damages arising from the violation of Clause 1 of this Article by social enterprises.

Article 4. Acceptance of Aid and Sponsorship.

1. Social enterprises may accept non-governmental foreign aid to address social and environmental issues in accordance with laws on the acceptance of non-governmental foreign aid.

2. Social enterprises are permitted to accept sponsorship in the form of assets, finance, or technical support from individuals, agencies, organizations within Vietnam, and foreign organizations registered to operate in Vietnam for the purpose of addressing social and environmental issues as follows:

a) The enterprise shall prepare a Sponsorship Acceptance Document containing the following information: details about the sponsoring individual or organization, type of asset, value of the asset or financial sponsorship, date of sponsorship; requirements for the enterprise accepting the sponsorship; and the name and signature of the representative of the sponsoring party (if applicable).

b) Within ten working days from the date of receiving sponsorship, the enterprise must notify the aid and sponsorship management agency under the People's Committee of the province or centrally-administered city where the enterprise has its main office about the receipt of sponsorship; the notification must be accompanied by a copy of the Sponsorship Acceptance Document.

Article 5. Conversion of Social Welfare Facilities, Social Funds, and Charitable Funds into Social Enterprises.

1. Social welfare facilities, social funds, and charitable funds may convert all their assets, rights, and obligations into a social enterprise after obtaining approval documentation from the authority that issued the establishment permit for such facilities, funds.

2. After conversion according to Clause 1 of this Article, the social enterprise will inherit all legitimate rights and benefits, be responsible for debts including taxes, labor contracts, and other obligations of the social welfare facility, social fund, or charitable fund. The social welfare facility, social fund, or charitable fund ceases operations from the day the social enterprise receives the Enterprise Registration Certificate.

3. The procedures and formalities for converting social welfare facilities, social funds, and charitable funds into social enterprises shall be carried out in accordance with the Law on Enterprises and regulations of the Government on enterprise registration.

Article 6. Division, Splitting, Merger, Consolidation, and Dissolution of Social Enterprises.

1. Social enterprises shall carry out division, splitting, merger, or consolidation with other social enterprises or enterprises in accordance with the corresponding provisions of the Law on Enterprises.

2. In cases where the social and environmental objectives are terminated before the committed deadline and the social enterprise is dissolved, the remaining assets or finances from the sources received by the social enterprise must be returned to the individuals, agencies, or organizations that provided aid or sponsorship; transferred to other social enterprises or organizations with similar social objectives; or transferred to the State in accordance with the Civil Code.

3. The procedures and formalities for dividing, splitting, merging, consolidating, or dissolving social enterprises shall be implemented in accordance with the Law on Enterprises and regulations of the Government on enterprise registration.

Chapter III

STATE ENTERPRISES AND GROUP COMPANIES

Article 7. State-owned Enterprises and Determination of the Proportion of Registered Capital or Total Voting Shares Held by the State at the Enterprise.

1. The parent company specified in point a, Clause 2 and point a, Clause 3 of Article 88 of the Law on Enterprises is not part of an economic group, corporation, or another parent-child company group.

2. The proportion of registered capital or total voting shares held by the State at the enterprise is the aggregate ownership ratio of registered capital or voting shares held by state agencies at that enterprise.

3. An independent company as defined in Article 88 of the Law on Enterprises is a joint-stock company or limited liability company with state-owned registered capital or total voting shares and does not belong to a parent-child company group.

Article 8. Supervisory Board, Supervisor at state-owned enterprises holding 100% of charter capital.

1. The representative organ of the owner shall establish a specialized unit or assign tasks to a unit or individual within the representative organ of the owner to be responsible for monitoring, supervising, evaluating, summarizing, and handling matters related to the activities, management, and policies of the Supervisory Board, Supervisor.

2. The salary, remuneration, bonuses, working conditions, expense standards for work-related travel, and other operating expenses of the Supervisory Board, Supervisor shall be decided by the representative organ of the owner, at a minimum equal to that of members of the Board of Members or Deputy General Directors (Deputy Directors) of the enterprise; these costs shall be included in the enterprise's business expenses and listed separately in the annual financial report of the enterprise.

3. The Supervisor shall enjoy welfare benefits, privileges, and participate in social and organizational activities of the enterprise like other employees and workers of the enterprise.

Article 9. Obligations of the Supervisory Board, Supervisor at state-owned enterprises holding 100% of charter capital.

The Supervisory Board, Supervisor at state-owned enterprises holding 100% of charter capital shall perform the obligations stipulated in Article 104 of the Enterprise Law and the following provisions:

1. Develop an annual work plan, submit it to the representative organ of the owner for approval and issuance in the first quarter; implement according to the approved annual work plan.

In cases where urgent inspections and supervision are required to detect early errors of the enterprise, the Supervisory Board, Supervisor shall proactively carry out such actions and simultaneously report to the representative organ of the owner.

2. Monitor the implementation of large investment projects with values exceeding 30% of the equity capital or higher than the capital level of Group B projects as defined in the Public Investment Law, contracts, transactions involving purchases and sales, transactions with values exceeding 10% of the equity capital or as required by the representative organ of the owner; abnormal business transactions of the company.

Article 10. Rules of Operation of the Supervisory Board, Supervisor.

1. The representative organ of the owner of state-owned enterprises holding 100% of charter capital as stipulated in point a, Clause 1, Article 88 of the Enterprise Law shall issue the Rules of Operation of the Supervisory Board, Supervisor.

2. The Board of Members of a limited liability company with two or more members that is a state-owned enterprise and a subsidiary of a state-owned enterprise as stipulated in Clause 1, Article 88 of the Enterprise Law shall issue the Rules of Operation of the Supervisory Board, Supervisor at the enterprise.

3. The Board of Members, Chairman of the Company of the Parent Company which is a state-owned enterprise holding 100% of charter capital shall issue the Rules of Operation of the Supervisory Board, Supervisor for a wholly-owned limited liability company by the Parent Company holding 100% of charter capital.

4. The Rules of Operation of the Supervisory Board, Supervisor shall include the following contents:

a) Scope and content of the rights, obligations, and assigned tasks of the Supervisory Board, Supervisor;

b) Coordination mechanism; rights, obligations, and responsibilities of the enterprise and its managers towards the activities of the Supervisory Board, Supervisor;

c) Coordination, reporting, and seeking opinions mechanism between the representative organ of the owner and the Supervisory Board, Supervisor in exercising their rights and obligations;

d) Coordination mechanism between the Supervisory Board, Supervisor and the enterprise, its managers, direct representatives of the owner, representatives of state capital at the enterprise, and representatives of the enterprise's capital at other enterprises in fulfilling the rights, responsibilities, and obligations of the Supervisory Board, Supervisor towards the enterprise, subsidiaries, associated companies, or joint ventures of the enterprise;

đ) Mechanism for assessing the performance of the Chairperson of the Supervisory Board, Supervisor;

e) Salary, remuneration, bonuses, working conditions, expense standards for work-related travel, and operating expenses of the Supervisory Board, Supervisor;

g) Other contents as decided by the representative organ of the owner.

Article 11. Preferential Voting Shares.

1. The company's charter must clearly specify the time period and total number of voting shares or a corresponding voting ratio for each preferential voting share.

2. The organizations authorized by the Government under Clause 1, Article 116 of the Enterprise Law are the representative bodies of state owners, exercising the rights and obligations of the state owner with respect to preferential voting shares.

3. The preferential voting period for preferential voting shares held by founding shareholders of a joint-stock company is three years from the date the company receives its business registration certificate, except in cases where the preferential voting shares are held by organizations authorized by the Government.

Article 12. Cross Ownership Among Companies in a Group.

1. Contributing capital, purchasing shares of other enterprises, or establishing enterprises according to Clause 3, Article 195 of the Enterprise Law includes the following cases:

a) Jointly contributing capital to establish a new enterprise.

b) Jointly purchasing equity contributions or shares of an established enterprise.

c) Jointly receiving the transfer of shares or equity contributions from members or shareholders of an established enterprise.

2. An enterprise holding at least 65% of state capital according to Clause 3, Article 195 of the Enterprise Law is a state-owned enterprise in which the State holds 65% or more of the registered capital or total voting shares.

3. The Chairman of the company, the Board of Members, or the Board of Directors of the company shall be responsible for ensuring compliance with the provisions of Article 195 of the Enterprise Law when proposing or deciding on capital contributions, share purchases, or equity contributions of other companies, and shall jointly bear responsibility for compensating losses incurred by the company due to violations of these provisions.

4. The business registration authority will refuse to register changes in company members or shareholders if it discovers during the processing of the application that the capital contribution, share purchase to establish an enterprise, or the transfer of shares or equity contributions violates the provisions of Clause 2 and Clause 3, Article 195 of the Enterprise Law.

Chapter IV

NATIONAL DEFENSE AND SECURITY ENTERPRISES

An enterprise is determined to be a national defense and security enterprise in the following cases:

1. Simultaneously meeting the following conditions:

a) It is a limited liability company with one member established by the Ministry of National Defense or the Ministry of Public Security performing the role of the state owner's representative at the enterprise.

b) It operates in industries, fields, or areas specified in Appendix 1 on the List of Industries, Fields, or Areas Directly Serving National Defense and Security accompanying this Decree.

c) It is assigned tasks by the Ministry of National Defense or the Ministry of Public Security to produce, supply national defense and security products or services, or to perform national defense and security tasks using state resources or enterprise resources consistent with the investment objectives and establishment purposes of the enterprise.

2. Other cases are decided by the Prime Minister to meet the requirements and tasks of national defense and security at different periods.

National defense and security enterprises have the rights and obligations stipulated in Article 9 of the Enterprise Law and the following provisions:

1. The Ministry of National Defense and the Ministry of Public Security ensure sufficient resources and adequate registered capital for the enterprise to fulfill assigned national defense and security tasks.

2. The enterprise may use allocated resources for supplementary business activities outside of fulfilling national defense and security tasks provided the following conditions are met:

a) Written approval by the Ministry of National Defense or the Ministry of Public Security;

b) Supplementary business activities aim to support national defense and security tasks or to enhance the utilization efficiency of assets after completing assigned national defense and security tasks;

c) They do not reduce the enterprise's capacity or affect the fulfillment of assigned national defense and security tasks;

d) They comply with tax payment regulations.

3. Manage allocated resources for fulfilling national defense and security tasks in accordance with current regulations on managing and using state assets in military units and related laws.

4. Comply with decisions of the Ministry of National Defense or the Ministry of Public Security regarding the transfer of part of the enterprise's capital or assets serving national defense and security tasks to another enterprise to fulfill such tasks when necessary. The Ministry of National Defense or the Ministry of Public Security shall be responsible for the debts and other financial obligations of the enterprise in case of transferring part of the capital or assets serving national defense and security tasks.

5. Change or supplement business operations after obtaining approval from the Ministry of National Defense or the Ministry of Public Security.

6. Comply with legal regulations on international cooperation and the provisions of the Ministry of National Defense or the Ministry of Public Security when engaging in joint ventures with foreign organizations or individuals to fulfill national defense and security tasks.

1. The organizational structure of defense and security enterprises shall be implemented in accordance with the provisions of the Enterprise Law and related laws.

2. Standards, conditions, procedures for appointment, removal, dismissal, commendation, and disciplinary measures for management positions of defense and security enterprises shall be carried out in accordance with the regulations of the Ministry of National Defense and the Ministry of Public Security.

1. Defense and security enterprises are entitled to apply the following policies:

a) Exemption or reduction of land rental fees, land use fees, and land use taxes for areas of land allocated for management and use in support of defense and security tasks in accordance with the provisions of the Land Law and guiding documents for implementation;

b) The State ensures funding for expenses including uniforms for officers, non-commissioned officers, defense workers, warrant officers, and public security workers; costs for training exercises, combat training, and reserve mobilization training; expenses for defense and security work, defense service work, and military-civil relations. In cases where the state budget does not cover these expenses, they may be included in the enterprise's production and business operating costs and excluded from the assessment and classification of the enterprise according to the Government's regulations;

c) The State provides funding for the maintenance, repair, and operation of defense and security production lines when production is temporarily suspended and there is no ability to self-fund these costs;

d) The State supports two reward and welfare funds equivalent to two months' salary in cases where there are insufficient sources to establish such funds;

đ) The State provides funding for childcare and education in areas without public educational facilities; health care funding for places that must maintain clinics due to special conditions;

e) Depreciation can be calculated for fixed assets that are investment production lines for weapons, equipment, and facilities serving defense and security tasks with significant capital investments, in accordance with the guidance of the Ministry of Finance.

2. Workers in defense and security enterprises are entitled to apply the following systems and policies:

a) Wages for workers who are officers, non-commissioned officers, and warrant officers shall be calculated in accordance with the regulations on systems and policies for officers, non-commissioned officers, and warrant officers under the law, and based on the results of the enterprise's production and business operations.

b) When performing defense and security tasks, if workers are injured or killed and meet the conditions and standards, they will be considered and recognized as persons with meritorious service under the law on persons with meritorious service; workers who suffer workplace accidents will be entitled to workplace accident benefits under the labor law.

c) The State ensures funding for wages and social insurance contributions for officers and non-commissioned officers during their retirement preparation period; payment of discharge, demobilization, and termination benefits according to current regulations; support for wages for the minimum number of workers required to operate defense and security production lines when production is temporarily suspended and there is no ability to self-fund these costs.

1. The Prime Minister decides on the recognition and re-recognition of defense and security enterprises based on the proposal of the Ministry of National Defense, the Ministry of Public Security, and the assessment of the Ministry of Planning and Investment every five years.

2. The implementation of the recognition and re-recognition of defense and security enterprises shall be carried out according to the following regulations:

a) Within one year from the date this Decree takes effect and six months before the period for re-recognition of defense and security enterprises, the Ministry of National Defense and the Ministry of Public Security shall review enterprises that meet the conditions stipulated in Article 13 of this Decree to build the application dossier for recognition and re-recognition of defense and security enterprises; submit three copies of the application dossier for recognition and re-recognition of defense and security enterprises as prescribed in Article 18 of this Decree to the Ministry of Planning and Investment for assessment.

b) The Ministry of Planning and Investment shall take the lead in soliciting opinions from the Ministry of Finance and the sectoral management ministry (if necessary) upon receipt of complete dossiers. The Ministry of Finance and the sectoral management ministry shall provide comments on matters within their functional responsibilities within fifteen working days from the date of receiving the request from the Ministry of Planning and Investment.

c) The Ministry of Planning and Investment shall provide an assessment opinion on the application dossier for recognition and re-recognition of defense and security enterprises to send to the Ministry of National Defense and the Ministry of Public Security within ten working days from the date of receiving comments from relevant agencies. In case there are differing opinions on the application dossier for recognition and re-recognition of defense and security enterprises, the Ministry of Planning and Investment shall organize meetings with relevant agencies to unify the assessment contents.

d) The Ministry of National Defense and the Ministry of Public Security shall adopt and explain the assessment opinions of the Ministry of Planning and Investment; perfect the dossier, and submit it to the Prime Minister for a decision on the recognition and re-recognition of defense and security enterprises.

3. New enterprises established in accordance with the law that meet the conditions stipulated in Article 13 of this Decree shall be considered defense and security enterprises and are not required to undergo recognition as defense and security enterprises. The approval document or decision on the establishment of new enterprises by the Prime Minister shall replace the decision on the recognition of defense and security enterprises.

4. The Ministry of National Defense and the Ministry of Public Security shall report to the Prime Minister for a decision to remove enterprises recognized as defense and security enterprises from the list of such enterprises if they fail to simultaneously meet the conditions stipulated in Article 13 of this Decree after soliciting the opinion of the Ministry of Planning and Investment.

5. A state-owned enterprise represented by a single-member limited liability company under the Ministry of National Defense or the Ministry of Public Security that has not been recognized or re-recognized as a defense and security enterprise must implement ownership restructuring, reorganization, and divestment in accordance with the provisions of the law.

The application dossier for recognition and re-recognition of defense and security enterprises includes the following contents:

1. Name of the enterprise; industry, field, and operating area of the enterprise; products, services, and national defense and security tasks performed by the enterprise in the last five years up to the time of submission for review.

2. Evaluation of the current operational status of the enterprise in the last five years up to the time of submission for review (providing data on registered capital, owner's equity, post-tax profit, tax payment, total liabilities, and total number of employees).

3. Report on production and supply of national defense and security products and services or performance of national defense and security tasks ordered or planned by the Ministry of National Defense and the Ministry of Public Security in the last five years up to the time of submission for review.

4. Objectives and development plans of the enterprise for the next five years starting from the time of submission for review.

5. Other related contents concerning the recognition and re-recognition of defense and security enterprises (if any); documents and texts related to national defense and security tasks assigned or ordered by the Ministry of National Defense and the Ministry of Public Security for the enterprise to perform.

Clause 1. The assignment of tasks and ordering from national defense and security enterprises; prices, unit prices, or costs for producing and supplying national defense and security products and services, and national defense and security tasks shall be carried out in accordance with the provisions of the law.

2. Before August 31 each year, the Ministry of National Defense and the Ministry of Public Security shall report to the Prime Minister and simultaneously send to the Ministry of Planning and Investment and the Ministry of Finance on the summary of the operation of enterprises under their management in the preceding year, including: business results; implementation of production and supply of national defense and security products and services and national defense and security tasks; results of implementing policies towards enterprises and workers at national defense and security enterprises as stipulated in this Decree.

Chapter V

ANNOUNCEMENT OF INFORMATION OF STATE ENTERPRISES AND NATIONAL DATABASE ON STATE ENTERPRISES

Section 1

ANNOUNCEMENT OF INFORMATION OF STATE ENTERPRISES

Article 20. Principles for Implementing Information Disclosure.

Clause 1. The disclosure of information by state enterprises must be complete, accurate, and timely in accordance with the provisions of the law to ensure transparency and clarity regarding the activities of the enterprise; ensuring effectiveness and efficiency in the management and supervision activities of state agencies and society.

Clause 2. The disclosure of information shall be carried out by the legal representative of the enterprise or the authorized person to disclose information. In cases where information is disclosed through an authorized person, the enterprise must submit the Power of Attorney in the form prescribed in Appendix II, Table 1, attached to this Decree to the agency representing the owner and the Ministry of Planning and Investment; and simultaneously publish this content on the enterprise's website.

The legal representative of the enterprise or the authorized person to disclose information shall be responsible for the completeness, timeliness, truthfulness, and accuracy of the disclosed information.

Clause 3. The information disclosure report shall be prepared according to the model prescribed in Appendix II attached to this Decree and converted into electronic data (file format is PDF, Word, Excel). The name of the electronic document must correspond to the type of report specified in Appendix II attached to this Decree. The language for disclosing information is Vietnamese.

Clause 4. An information disclosure report published on the enterprise's electronic network has the same legal value as a paper version and serves as a basis for comparison, verification, and information collection and consolidation; inspection and supervision in accordance with the provisions of the law.

Clause 5. The information disclosure report must be maintained on the enterprise's website, the portal or website of the agency representing the owner, and the Enterprise Portal for a minimum of five years. The enterprise that discloses information must manage and store reported and disclosed information in accordance with the provisions of the law.

Article 21. Forms and Means of Information Disclosure.

Clause 1. Forms of information disclosure include written documents and electronic data.

Clause 2. Means of reporting and disclosing information include:

Point a) The enterprise's website.

Point b) The portal or website of the agency representing the owner.

Point c) The Enterprise Portal.

Clause 3. In cases where the time for disclosing information coincides with holidays or public holidays as prescribed by law, the enterprise shall fully fulfill its obligation to disclose information on the first working day immediately following the holiday or public holiday.

Clause 4. The disclosure of information on other mass media shall be regulated by the agency representing the owner.

Article 22. Business Information Disclosure Account on the Enterprise Information Portal

1. The Ministry of Planning and Investment shall establish and guide businesses to register for information disclosure accounts. Businesses shall use these accounts to update basic business information and post reports on the Enterprise Information Portal.

2. The business information disclosure account on the Enterprise Information Portal shall include the following contents:

a) Information about the legal representative: Full name, national identity card number/citizen identification card number; telephone number; email address; position.

b) Basic information about the business: Business name; business code, main office address, telephone number, email address, website; owner's representative agency; state capital ratio in the business.

3. Businesses must change their password within 01 to 03 working days from the date they are provided with the account and are responsible for managing the account and password; they must promptly notify the Ministry of Planning and Investment if the account or password is lost, stolen, or if unauthorized use of the account is discovered.

Article 23. Periodic Information Disclosures

a) Basic information about the enterprise and the Company Charter;

b) General objectives, specific goals and indicators of the annual business plan approved by the owner's representative agency according to the content specified in Table 2 of Appendix II attached to this Decree; the deadline for disclosure is before March 31 of the implementation year;

c) Report evaluating the results of implementing the annual production and business plan according to the content specified in Table 3 of Appendix II attached to this Decree; the deadline for disclosure is before June 30 of the following year;

d) Report on the results of performing public service tasks assigned according to plans or through bidding (if applicable) and other social responsibilities according to the content specified in Table 4 of Appendix II attached to this Decree; the deadline for disclosure is before June 30 of the following year;

e) Report on the current corporate governance and organizational structure of the business every six months according to the content specified in Table 5 of Appendix II attached to this Decree; the deadline for disclosure is before July 31 each year;

f) Report on the current corporate governance and organizational structure of the business annually according to the content specified in Table 6 of Appendix II attached to this Decree; the deadline for disclosure is before June 30 of the following year;

g) Annual financial report and summary of the audited financial report by an independent auditing organization, including the parent company's financial report and consolidated financial report (if applicable) according to the laws on accounting for businesses; the deadline for disclosure is within 150 days from the end of the fiscal year.

2. Enterprises where the state holds more than 50% of the charter capital or the total number of voting shares shall disclose information according to the provisions at points a, c, e, f, h of Clause 1 of this Article.

Article 24. Unusual information to be disclosed.

The enterprise must disclose on its website, publication (if any), and publicly post at its headquarters and business locations; the Enterprise Information Portal, and submit to the representative body of the owner within 36 hours from the occurrence of any event specified in Clause 1, Article 110 of the Enterprise Law.

Article 25. Implementation of information disclosure.

1. The enterprise shall report and publish the information prescribed in Article 23 and Article 24 of this Decree on its website and the Enterprise Information Portal within the stipulated time limit; simultaneously submitting the report to the representative body of the owner. For important contents related to or affecting national security secrets and business secrets, the enterprise shall report to the representative body of the owner for decisions on the restricted disclosure of such information.

2. The representative body of the owner shall publish on its portal or website the periodic information that the enterprise is required to disclose within five working days from the date of receipt of the enterprise's report. The representative body of the owner shall review, evaluate, and decide on the restricted disclosure of important contents related to or affecting national security secrets and business secrets of the enterprise, while also notifying the Ministry of Planning and Investment for monitoring and supervision.

Article 26. Temporary suspension of information disclosure.

1. The enterprise shall report to the representative body of the owner about the temporary suspension of information disclosure in cases where the disclosure cannot be made within the stipulated time due to force majeure or requires approval from the representative body of the owner for restricted disclosure of certain contents.

2. The representative body of the owner shall consider and decide on the temporary suspension of information disclosure and notify the Ministry of Planning and Investment in writing.

3. The enterprise must disclose on its website the temporary suspension of information disclosure, and must immediately disclose the information after the force majeure event is resolved or after receiving the opinion of the representative body of the owner regarding the restricted disclosure of certain contents.

Section 2

NATIONAL DATABASE ON STATE ENTERPRISES

Article 27. Principles for building, updating, managing, and utilizing the National Database on State Enterprises.

1. The construction, updating, management, and utilization of the National Database on State Enterprises must comply with the following requirements:

a) Content must be appropriate, accurate, timely, and effective;

b) Utilize existing data sources; minimize the collection of the same data source;

c) Prioritize long-term usage goals; meet multiple purposes.

2. The design structure of the National Database on State Enterprises must comply with database standards and technical standards, information technology standards, and economic-technical norms; ensure compatibility, integration capability, smooth information sharing, and security among state agencies and state enterprises; and have the ability to expand data fields in system design and application software.

3. Information in the National Database on State Enterprises is collected and updated from regular and unusual information disclosure reports of enterprises and aggregated data from the Enterprise Information Portal.

Article 28. Management and exploitation of the National Database on State-Owned Enterprises.

1. Information of enterprises provided publicly on the Enterprise Portal includes: Enterprise name, enterprise code, main office address, representative body of the owner, state capital ratio at the enterprise, legal representative's name, business fields of the enterprise, and regular and extraordinary periodic information reports of the enterprise.

2. Enterprises have the right to exploit aggregated information and data from the National Database on State-Owned Enterprises through their enterprise’s information disclosure account.

3. The management and exploitation of the National Database on State-Owned Enterprises shall be carried out in accordance with the guidelines of the Ministry of Planning and Investment.

Article 29. Budget for construction, updating, management, and exploitation of the National Database on State-Owned Enterprises.

1. The budget for construction, updating, management, and exploitation of the National Database on State-Owned Enterprises shall be sourced from the following:

a) State budget funds;

b) Aid, sponsorship funds, and other lawful sources of funding.

2. The management and utilization of the budget for construction, updating, management, and exploitation of the National Database on State-Owned Enterprises shall be implemented in accordance with the provisions of the State Budget Law, the Bidding Law, the sponsor's regulations, and related laws.

Section 3

RESPONSIBILITIES OF RELATED ORGANIZATIONS AND VIOLATION HANDLING

Article 30. Responsibilities of enterprises.

1. Establish the Regulation on Information Disclosure of the enterprise in accordance with this Decree, including contents regarding authority, responsibility, and task allocation for relevant individuals and departments.

2. Set up an electronic information page within three months from the date this Decree takes effect. The enterprise's electronic information page must display the time of information posting and basic information about the enterprise; regular and extraordinary periodic reports and information disclosures as stipulated in this Decree.

Defense and security enterprises are responsible for updating the electronic forms on the Enterprise Portal with financial situation and production and business results information of the previous year before June 30 each year, including: Registered capital, owner's equity, total assets, total revenue, pre-tax profit, post-tax profit, taxes and amounts paid to the State, total foreign investment, financial investment, total liabilities, total number of employees, total wage fund, average salary.

4. Comply with regulations and requirements for inspection and supervision by the representative body of the owner and related agencies as prescribed by law.

Article 31. Responsibilities of the representative body of the owner.

1. Establish a dedicated section for enterprise information disclosure on the portal or website of the agency; ensure funding from the state budget or other lawful sources to upgrade, maintain, and operate the portal or website to implement enterprise information disclosure as prescribed by this Decree.

2. Approve the content of the Report specified in point b, Clause 1, Article 23 of this Decree before March 20 each year and implement the posting of the enterprise's regular information disclosure report on the portal or website of the agency.

3. Inspect and supervise the implementation of information disclosure by enterprises under its management as prescribed by this Decree.

Article 32. Responsibilities of the Ministry of Planning and Investment.

1. Ensuring the information infrastructure and related equipment for managing, maintaining, and operating the Business Portal continuously, stably, safely, and easily accessible to information published by enterprises.

2. Organizing training and guidance on the implementation of information publication, management, and exploitation of the National Database on State-Owned Enterprises.

3. Summarizing the situation of information publication by state-owned enterprises, reviewing, and publicly listing enterprises that fail to publish information on the Business Portal, reporting to the Prime Minister and notifying the agency representing the owner for competent authorities to handle violations according to regulations. The Prime Minister shall notify the agency representing the owner so that the competent authorities may handle the violation in accordance with the regulations.

4. Building, updating, managing, and exploiting the National Database on State-Owned Enterprises on the Business Portal to meet requirements for effective access and use of information, serving social benefits.

5. Taking the lead in integrating, sharing, and connecting the National Database on State-Owned Enterprises with enterprise databases of Ministries, agencies at the ministerial level, government agencies, provincial People's Committees, centrally governed cities, and other organizations to exploit and use the database for government directive and operational work.

6. Periodically reviewing and proposing solutions to upgrade and develop the information technology infrastructure system of the Business Portal. Preparing regular, periodic, or emergency budgets to ensure funding for the operation and upgrading of the Business Portal.

Article 33. Handling Violations.

1. Enterprises violating provisions on information publication as stipulated in this Decree shall be subject to administrative penalties according to the Government's regulations on administrative penalties in the field of planning and investment.

2. The agency representing the owner shall base its authority to assess and classify managers of enterprises and representatives of state capital in enterprises according to current regulations on managing positions, roles, and state capital representatives in enterprises in cases of violation of the following provisions:

a) Not implementing or not fully implementing, or not implementing within the prescribed time limit, the provisions on information publication under this Decree;

b) Inaccurate or untruthful content in information publication.

3. The agency representing the owner shall be responsible to the Government for:

a) Not implementing or not fully implementing the responsibility to urge, supervise, and inspect the contents of information publication by enterprises as stipulated in this Decree;

b) Not promptly publishing on the portal or electronic information website of the agency the periodic information published by enterprises under its management.

Chapter V

IMPLEMENTING PROVISIONS

Article 34. Effectiveness of Implementation and Transitional Provisions.

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

2. This Decree replaces and abolishes the following documents:

a) Decree No. 81/2015/NĐ-CP dated September 18, 2015, of the Government on the publication of information on state-owned enterprises.

b) Decree No. 93/2015/NĐ-CP dated October 15, 2015, of the Government on the organization, management, and activities of defense and security enterprises.

c) Decree No. 96/2015/NĐ-CP dated October 19, 2015, of the Government detailing certain provisions of the Enterprise Law.

d) Decision No. 35/2013/QĐ-TTg dated June 7, 2013, of the Prime Minister promulgating the Operation Regulations of the Inspector of Limited Liability Companies with 100% State Capital.

4. Except for the cases specified in Clause 3 of Article 195 of the Enterprise Law, enterprises that have contributed capital or purchased shares before July 1, 2015, have the right to buy, sell, transfer, increase, or decrease their shareholdings or number of shares but may not increase cross-shareholding ratios compared to the ratio prior to July 1, 2015.

Article 35. Responsibilities for Implementation.

3. Ministries, agencies at the ministerial level, provincial People's Committees under the direct jurisdiction of the central government, and relevant organizations and individuals have the responsibility to connect, integrate, and share information about state-owned enterprises with the National Database on State-Owned Enterprises according to the guidance of the Ministry of Planning and Investment.

4. Ministers, heads of agencies at the ministerial level, heads of agencies under the Government, Chairpersons of provincial People's Committees under the direct jurisdiction of the central government, and entities subject to this Decree are responsible for implementing this Decree.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEX I

LIST OF INDUSTRIES, SECTORS, OR AREAS SERVING NATIONAL DEFENSE AND SECURITY IMPLEMENTED BY DEFENSE AND SECURITY ENTERPRISES
(Attached to Decree No. 47/2021/NĐ-CP dated April 1, 2021 of the Government)

1. Production of explosives and blasting materials for national defense and security.

2. Production of chemicals and chemical supplies specialized for national defense and security.

3. Research, production, repair, and improvement of weapons, equipment, support tools for national defense and security; technical means and equipment for cryptographic purposes; technical equipment for specialized confidential operations serving national defense and security.

4. Transfer of technology and import/export of weapons, equipment, military and security technical equipment, and specialized cryptographic equipment.

5. Publishing, printing, and distribution of professional literature, books, and political, military, and security newspapers with state confidentiality requirements; documents according to the State Secrets List in the field of national security, public order, and social safety as prescribed by the Government.

6. Production of special products, materials, and military uniforms for national defense and security.

7. Management and provision of aviation services, marine economic services, and mapping services for national defense and security tasks.

8. Repair and construction of new ships, boats, and aircraft for national defense and security.

9. Surveying, design, construction, and repair of defense and security facilities.

10. Execution of tasks and activities in strategic areas as decided by the Prime Minister.

11. Execution of national defense and security tasks as decided by the Prime Minister and the Minister of National Defense, the Minister of Public Security.

 

 

 

 

 

ANNEX II

Table 1: POWER OF ATTORNEY FOR INFORMATION DISCLOSURE
(Attached to Decree No. 47/2021/NĐ-CP dated April 1, 2021 of the Government)

 

I. THE AUTHORIZING PARTY (Party A):

Trading name of the enterprise: …

Business Registration Number:...

Contact address: …

Website: ...

II. THE AUTHORIZED PARTY (Party B):

Mr. (Mrs.): …

ID No.: …

Date of issue: …Issuing place: …

Contact phone number: … Email: …

Position in the enterprise: …

III. CONTENT OF AUTHORIZATION:

Party A authorizes Party B to act as "Information Disclosure Representative" for Party A.

Party B is responsible for representing Party A to fulfill the obligation of disclosing complete, accurate, and timely information as required by law.

This power of attorney is effective from …/.../… until terminated in writing by …(Enterprise Name).

 

 

Table 2: REPORT ON GENERAL OBJECTIVES AND BUSINESS PLAN FOR YEAR …

 

I. GENERAL OBJECTIVES AND TASKS OF THE PLAN

II. BUSINESS PLAN AND INVESTMENT DEVELOPMENT FOR YEAR ...

1. Business production plan

- Main production target plan

- Annual business production plan

TABLE OF BUSINESS PRODUCTION TARGETS FOR YEAR ………

2. Corporate investment plan for the year (project name, group B and above, capital source, total investment amount ...)

Table 3: REPORT ON THE ASSESSMENT OF THE IMPLEMENTATION RESULTS OF THE BUSINESS PRODUCTION PLAN FOR YEAR …

I. BUSINESS PRODUCTION ACTIVITY SITUATION IN YEAR …

- Assessment of business production results compared to the plan for each indicator in Table 1;

- Major advantages, difficulties, and factors affecting the business production situation of the enterprise.

TABLE 1: SOME INDICATORS OF BUSINESS PRODUCTION ACTIVITIES OF THE ENTERPRISE

Note:

(*) Parent company is a state-owned enterprise providing consolidated indicators of the parent company and subsidiary model.

II. INVESTMENT SITUATION AND PROJECT IMPLEMENTATION SITUATION.

1. Evaluation of the implementation of projects with total capital from group B and above (as defined in the Law on Public Investment); progress; difficulties and obstacles if the project does not meet the approved schedule.

TABLE 2: SITUATION OF CORPORATE INVESTMENT

2. Financial investments.

III. INVESTMENT SITUATION AT SUBSIDIARIES.

Evaluate the operating situation of subsidiaries where the enterprise holds more than 50% of the charter capital, the investment situation of the enterprise in these subsidiaries, and summarize their operational and financial status according to Table 3.

TABLE 3: INVESTMENT AND BUSINESS PRODUCTION SITUATION AT SUBSIDIARIES HELD BY THE PARENT COMPANY

 

Table 4: REPORT ON THE IMPLEMENTATION OF PUBLIC TASKS AND SOCIAL RESPONSIBILITIES (IF ANY) YEAR ...

 

I. SOME INDICATORS REGARDING PUBLIC TASKS

II. SOCIAL RESPONSIBILITY OF THE ENTERPRISE

1. Environmental protection responsibility.

2. Responsibility for contributing to the community.

3. Responsibility towards suppliers.

4. Responsibility to ensure benefits and safety for consumers.

5. Responsibility to ensure benefits for shareholders and employees in the enterprise.

 

Table 5: REPORT ON MANAGEMENT STATUS AND ORGANIZATIONAL STRUCTURE OF THE ENTERPRISE SEMI-ANNUAL/YEARLY

 

I. ACTIVITIES OF THE BOARD OF MEMBERS/BOARD OF MANAGEMENT/PRESIDENT OF THE COMPANY:

Information on resolutions and decisions of the Board of Members, President of the company, Board of Management related to production and business activities, investment, bidding, asset procurement, etc.

TABLE 1: IMPORTANT RESOLUTIONS/DECISIONS OF THE BOARD OF MEMBERS/BOARD OF MANAGEMENT OR PRESIDENT OF THE COMPANY

II. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES:

TABLE 2: STATISTICS ON TRANSACTIONS WITH RELATED PARTIES

Explanation:

(2): Clearly state the name of the party conducting the transaction;

(3): Start time of the transaction;

(4): Clearly state the transaction content (Example: Economic contract, Loan contract, Borrowing contract...);

(5): Clearly state the transaction value (Example: Billion dong, thousand USD...);

(6): Clearly state the number, date of the document issued by the competent authority regarding the transaction implementation.

III. INFORMATION ON TRANSACTIONS BETWEEN THE ENTERPRISE AND OTHER ENTITIES:

Information on transactions with a value of 10% or more of the enterprise's owner's equity related to production and business activities, investment, bidding... according to Table 3.

TABLE 3: STATISTICS ON TRANSACTIONS OF THE ENTERPRISE

Explanation:

(2): Clearly state the transaction content (Example: Economic contract, Loan contract, Borrowing contract, Procurement contract...);

(3): Clearly state the name of the party conducting the transaction;

(4): Start time of the transaction;

(5): Clearly state the transaction value (Example: Billion dong, thousand USD...);

(6): Clearly state the number, date of the document issued by the competent authority regarding the transaction implementation.

 

Table 6: REPORT ON MANAGEMENT STATUS AND ORGANIZATIONAL STRUCTURE OF THE ENTERPRISE Start date of lease (day/month/year)

I. INFORMATION ON THE OWNER REPRESENTATIVE BODY

1. General information.

- Owner representative body.

- Head and deputy head of the owner representative body;

2. Decisions related to the owner representative body.

Statistics on decisions related to the owner representative body according to Table 1.

TABLE 1: DECISIONS RELATED TO THE OWNER REPRESENTATIVE BODY

II. INFORMATION ON ENTERPRISE MANAGERS

1. List of enterprise managers: list specific information according to Table 2.

TABLE 2: LIST OF ENTERPRISE MANAGERS

2. Salary, remuneration, and other benefits of enterprise managers.

Annual salary, bonuses, remuneration, and other benefits of each enterprise manager according to Table 3.

TABLE 3: SALARY AND BONUSES OF ENTERPRISE MANAGERS

3. Activities of the Board of Members, Board of Management, or President of the company.

Information on resolutions and decisions of the Board of Members, President of the company, Board of Management related to production and business activities, investment, bidding, asset procurement... according to Table 4.

TABLE 4: RESOLUTIONS/DECISIONS OF THE BOARD OF MEMBERS/BOARD OF MANAGEMENT OR PRESIDENT OF THE COMPANY

III. AUDIT COMMITTEE AND AUDITOR

1. Information on the Audit Committee and Auditor.

TABLE 5: LIST OF AUDIT COMMITTEE AND AUDITOR

2. Reports of the Audit Committee and Auditor.

IV. CONCLUSION REPORT OF THE SUPERVISORY AUTHORITY (if any)

V. INFORMATION ON RELATED PARTIES

1. List of Related Parties of the enterprise.

TABLE 6: LIST OF RELATED PARTIES OF THE ENTERPRISE

2. Information on transactions with related parties.

TABLE 7: STATISTICS ON TRANSACTIONS WITH RELATED PARTIES

Explanation:

(2): Clearly state the name of the party conducting the transaction;

(3): Start time of the transaction;

(4): Clearly state the transaction content (Example: Economic contract, Loan contract, Borrowing contract...);

(5): Clearly state the transaction value (Example: Billion dong, thousand USD...);

(6): Clearly state the number, date of the document issued by the competent authority regarding the transaction implementation.

VI. LABOR USE SITUATION

Total number of employees of the enterprise (people):

Average annual salary of employees (million dong):

Employee bonuses, other income/person/year (million dong):