Circular No. 62/2021/TT-BTC Issuing the Financial Regulation of the Vietnam Asset Management Company Limited Liability Corporation

CIRCULAR

Issuing Financial Regulations for
Vietnam Asset Management Joint Stock Company Limited

______________________

Pursuant to the Enterprise Law dated June 17, 2020;

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

Pursuant to Decree No. 10/2019/NĐ-CP dated January 30, 2019 of the Government on the exercise of rights and responsibilities of state-owned enterprise representatives;

Pursuant to Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets in enterprises;

Pursuant to Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government amending and supplementing certain articles of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets at enterprises;

Pursuant to Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government amending and supplementing certain articles of Decree No. 126/2017/ND-CP dated November 16, 2017 of the Government on transferring state-owned enterprises and single-member joint stock companies wholly owned by state-owned enterprises into public limited companies; Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets at enterprises and Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government amending and supplementing certain articles of Decree No. 91/2015/ND-CP;

Based on Decree No. 129/2020/NĐ-CP dated October 27, 2020 of the Government regarding the functions, tasks, and operational mechanisms of Vietnam Asset Management Corporation Limited;

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 State Enterprise Finance Department, the Board of Members of Vietnam Asset Management Joint Stock Company Limited, the Minister of Finance issues this Circular on the Financial Regulations of Vietnam Asset Management Joint Stock Company Limited.

Article 1. The Financial Regulations of Vietnam Asset Management Joint Stock Company Limited are promulgated together with this Circular.

Article 2. This Circular takes effect from September 15, 2021 and applies from the fiscal year 2021. This Circular replaces Circular No. 134/2016/TT-BTC dated September 8, 2016 of the Ministry of Finance on the Financial Management Regulations of Vietnam Asset Management Joint Stock Company Limited.

Article 3. The Director of the State Enterprise Finance Department, Heads of relevant units, the Board of Members, General Director of Vietnam Asset Management Joint Stock Company Limited are responsible for implementing this Circular./.

FINANCIAL REGULATIONS
of Vietnam Asset Management Joint Stock Company Limited

(Issued together with Circular No. 62/2021/TT-BTC dated July 29, 2021 of the Minister of Finance)

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

These regulations stipulate the financial management mechanism for Vietnam Asset Management Joint Stock Company Limited, which is wholly owned by the State and operates according to the provisions of Decree No. 129/2020/ND-CP dated October 27, 2020 of the Government on the functions, tasks, and operational mechanisms of Vietnam Asset Management Joint Stock Company Limited (hereinafter referred to as Decree No. 129/2020/ND-CP).

Article 2. Applicability

1. Vietnam Asset Management Joint Stock Company Limited (hereinafter referred to as DATC or the Company).

2. Organizations and individuals related to the financial management mechanism of DATC.

Article 3. General Principles

1. The Company establishes ownership rights, management rights, and usage rights over purchased debts and assets; manages, uses, and accounts for tracking debts and assets in accordance with these regulations and current laws.

2. Each debt purchased by the Company (by agreement or designation) is considered a type of goods, and the Company is responsible for accounting and tracking each purchased debt.

3. For debts and assets received from state-owned enterprises holding 100% of the charter capital or public service units undergoing restructuring, ownership transfer, or receipt pursuant to the designation of competent authorities, after receiving them, the Company manages and tracks them outside the financial situation report and processes them in accordance with the law and these regulations.

4. The conversion of debts into contributed capital tied to the restructuring of state-owned enterprises holding 100% of the charter capital undergoing restructuring is carried out according to the agreed plan (in writing) with the authority deciding the enterprise restructuring plan, in compliance with the law on enterprise restructuring and ownership transfer.

For other enterprises, the conversion of debts into contributed capital tied to enterprise restructuring is carried out based on the principle of agreement with the enterprise's owner.

5. The use of debts and assets to contribute capital must be effective based on the approved plan for purchasing, handling debts, and managing assets by the competent authority. Assets (excluding debts) must be revalued by appraisal organizations authorized by law before being contributed.

6. When performing tasks of receiving, purchasing, selling, and handling debts and assets designated by the competent authority, the Company implements them based on plans consistent with the guidance of the competent authority and the Company's Articles of Association.

7. DATC does not consolidate the financial reports of enterprises in which it has controlling stakes through debt restructuring by converting debts into contributed capital.

DATC will divest its shares within five years from the date it officially becomes a shareholder in enterprises with controlling stakes through debt restructuring. If DATC fails to divest within five years, it must report the reasons and propose measures for resolution to the Ministry of Finance in writing.

8. DATC fulfills tax obligations and other payments to the state budget in accordance with the law.

Chapter II
SPECIFIC PROVISIONS

Section 1
MANAGEMENT AND USE OF CAPITAL

Article 4. Operating Capital of the Company

1. The Company's owner's equity includes:

a) The registered capital of the Company as prescribed by law;

b) Accumulated retained earnings from business operations added to the owner's investment capital;

c) Other sources of owner's equity as prescribed by law.

2. Raised capital through forms such as borrowing from credit organizations, financial organizations; borrowing from organizations, individuals outside the enterprise, employees; issuing corporate bonds and other forms of raising capital as prescribed by law.

Article 5. Raising Capital

1. Principles for raising capital:

a) Based on the five-year investment development strategy and annual production and business plans of the Company;

b) The capital-raising plan must ensure effectiveness and debt repayment capability;

c) The person approving the capital-raising plan is responsible for supervising, inspecting, and ensuring that raised capital is used for its intended purpose and is effective;

d) The raising of capital from foreign organizations and individuals, borrowing or issuing bonds guaranteed by the Government shall be carried out in accordance with laws on public debt management and related laws;

đ) Issuing corporate bonds for raising capital shall be conducted in accordance with the law and the Company's Articles of Association;

e) Raising capital to serve business activities (including guarantees for loans at credit institutions for subsidiaries as stipulated in Clause 4, Article 23 of the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises and for restructured enterprises where the Vietnam Asset Management Corporation holds more than 50% of the registered capital as stipulated in Clause 2, Article 22 of Decree No. 129/2020/NĐ-CP) must ensure that the total amount of liabilities does not exceed three times the owner's equity of the Company recorded in the quarterly or annual financial statements of the Company at the time closest to the time of raising capital, wherein:

- Owner's equity recorded in the Financial Status Report in the quarterly or annual financial statements of the Company is determined to exclude the "other revenue and fund" indicator.

- Liabilities recorded in the Financial Status Report in the quarterly or annual financial statements of the Company are determined to exclude the following indicators: Reward and Welfare Fund; Science and Technology Development Fund; funds established at the Vietnam Asset Management Corporation pursuant to the decision of the competent authority to perform assigned tasks, liabilities arising from the issuance of bonds, promissory notes, and other debt instruments guaranteed by the Government to perform assigned tasks.

2. Additional rights to raise capital:

a) The Board of Members of the Company implements capital-raising in accordance with Clause 3, Article 23 of the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises;

b) The Board of Members delegates to the General Director the decision-making power over capital-raising plans within the Board of Members' authority;

c) In cases where capital-raising exceeds the limit specified in point A of this clause, or raising capital from foreign organizations and individuals, the Board of Members reports to the agency representing the owner for examination and approval.

Article 6. Principles for Using Capital

1. The Company has the right to proactively use its capital to serve business activities according to the principles of efficiency, preservation, development of capital, and compliance with legal regulations. Specifically:

a) Prioritize concentrating resources of DATC to support restructuring, reorganization, and ownership transfer of state-owned enterprises holding 100% of charter capital through activities such as receiving, purchasing, and disposing of debts and assets;

b) Use capital to invest outside the company, purchase debts and assets for business purposes in accordance with legal regulations and this Charter. Bear responsibility for the effectiveness of debt buying, selling, and asset disposal activities under market mechanisms.

The Board of Members shall specify the documentation, procedures for building, reviewing, and decision-making authority on debt and asset purchase plans applicable within the Company in accordance with legal regulations and this Charter;

c) Use capital to fulfill tasks designated by competent authorities in accordance with the Company's business scope;

d) Use operational capital to repair and upgrade assets to increase value and facilitate asset disposal for capital recovery. Investment and upgrading activities of assets that fall under basic construction investment must comply fully with State regulations on investment management and construction;

đ) Use capital to implement depositing money at the National Treasury and credit organizations operating in Vietnam in accordance with the Charter issued by the Board of Members, complying with current legal regulations, providing financial support from DATC's business capital to restore restructured enterprises as stipulated in Article 22 of Decree No. 129/2020/NĐ-CP and risk control regulations for debt and asset trading activities and financial provision services for restructured enterprises;

2. The use of capital for investment in fixed assets to serve the Company's operations must ensure:

a) Appropriateness to the Company's operational needs and compliance with State regulations;

b) Compliance with current legal regulations on basic construction investment and fixed asset procurement;

c) Accounting and tracking of invested and purchased assets in accordance with current legal regulations.

Article 7. Preservation of Capital

1. The Company is responsible for preserving and developing state-invested capital in the Company in accordance with regulations.

2. The preservation of the Company's capital is implemented through the following measures:

a) Implementing capital management, usage, profit distribution, other financial management systems, and accounting methods in accordance with legal regulations;

b) Purchasing asset insurance in accordance with legal regulations;

c) Promptly handling the value of lost assets, unrecoverable debts, and setting aside provisions for risks as stipulated in this Charter and relevant legal regulations;

d) Other capital preservation measures for the Company as prescribed by law.

3. Annually, DATC must evaluate the level of capital preservation of the Company as follows:

a) After setting aside provisions as stipulated in Article 8 of this Charter, if the business results of the enterprise do not generate losses or generate profits, the enterprise preserves capital. Profit or loss used as a basis for evaluating the level of capital preservation is the difference between total revenue and other income minus (-) revenue reduction items minus (-) total incurred expenses;

b) In cases where, after setting aside provisions as stipulated in Article 8 of this Charter, the business results of the enterprise result in losses (including cumulative losses), the Company fails to preserve capital.

Article 8. Provision for Losses

1. The Company shall establish and handle provisions for inventory write-downs, doubtful debts, and investment losses in accordance with this Charter. Matters not specified in this Charter shall be implemented in accordance with regulations applicable to state-owned enterprises holding 100% of the charter capital and relevant laws.

2. Provision for Inventory Write-downs:

a) The Company shall establish provisions for inventory write-downs including assets acquired with operating funds pursuant to agreements and directives, assets received in lieu of debt, and pending assets (including real estate).

b) The Company is not required to establish provisions for inventory write-downs for assets received from state-owned enterprises holding 100% of the charter capital, public service units undergoing restructuring, ownership conversion, or as directed by competent authorities.

3. Provision for Doubtful Debts:

a) Situations requiring establishment of provisions include: doubtful debts arising from purchases made with operating funds pursuant to agreements and directives; other doubtful debts arising from the business operations of the Company.

b) The Company is not required to establish provisions for doubtful debts for: debts received from state-owned enterprises holding 100% of the charter capital, public service units undergoing restructuring, ownership conversion, or as directed by competent authorities; receivables when the Company performs tasks as directed by competent authorities.

c) Principles for establishing provisions for debts arising from purchasing, handling debts, and corporate restructuring activities:

- The level of provision established shall not exceed the remaining value of the purchase cost.

- Specific levels of provision shall be carried out in accordance with the provision establishment regulation issued by the Board of Members of the Company and ensure that the initial provision level is at least 15% of the remaining overdue purchase cost for debts purchased over six months but less than one year overdue, and fully provision 100% of the remaining overdue purchase cost for debts purchased five years or more overdue.

- Determining the overdue period and the overdue value of purchased debts for provision establishment shall be calculated from the date of transferring creditor rights to the Company (based on transfer records or notifications) or the most recent repayment commitment between the debtor and the Company consistent with the debt recovery plan and/or the debtor's repayment capacity.

- For receivables not yet due for payment but where the Company has collected evidence indicating that the debtor has gone bankrupt, initiated bankruptcy proceedings, fled from the place of business; the debtor is being prosecuted, detained, tried, or serving a sentence, or suffering from a serious illness (confirmed by a hospital) or has died, or the receivable has been requested by the enterprise for enforcement but cannot be executed due to the debtor fleeing their residence; the receivable has been initiated by the enterprise for debt collection but the case has been suspended, the Company shall estimate the unrecoverable loss amount for provision establishment. The maximum level of provision established shall equal the remaining value of the purchase cost of the receivable recorded in the accounting books.

4. Provision for Investment Losses through Restructuring Activities and Converting Debts into Share Capital in Enterprises:

- At the time of establishing provisions (year-end or the time of formulating the transfer plan), if the invested enterprise has not completed financial reporting as required, the Company may use the latest available financial report of the invested enterprise as the basis for establishing provisions.

- The level of provision established for each investment shall be determined at most by the actual investment value recorded in the accounting books when converting debts into share capital from the purchase cost. The Company shall not establish provisions for capital contributions formed from the difference between the book value of purchased debts and the purchase cost.

- The Company may exclude cumulative losses at the restructured enterprise occurring before the formal conversion into a joint-stock company.

5. The Board of Members of the Company is responsible for issuing the Charter for Establishing Provisions in accordance with this Charter.

Article 9. Capital Investment Activities

1. The Company shall implement capital investment activities according to the forms prescribed in Article 25 of Decree No. 129/2020/ND-CP and the provisions of this Regulation. For contents not stipulated in this Regulation, DATC shall implement in accordance with the laws applicable to state-owned enterprises holding 100% of the charter capital.

2. Principles for capital investment:

a) The Company has the right to use assets (including money, fixed assets, and other assets) under its management to invest in accordance with the principle of efficiency, preservation of capital, and compliance with the laws and the investment strategy and plan of the Company approved by the owner.

b) The Company shall not contribute capital or invest in real estate sectors, nor shall it contribute capital or purchase shares in commercial banks, insurance companies, securities companies, venture capital funds, stock investment funds, or securities investment companies and fund management companies, except for cases of investment or contribution of capital as prescribed in Clause 2 of Article 25 of Decree No. 129/2020/ND-CP and cases decided by the Prime Minister based on the proposal of the Ministry of Finance.

c) DATC may proactively decide to buy and sell stocks, convertible bonds, and rights to purchase shares in enterprises where DATC holds shares or has restructuring plans aimed at facilitating the restructuring of debtor enterprises and handling debts and assets acquired or received.

d) DATC shall not invest outside the Company in the following cases:

- Participating in contributing capital, purchasing shares, or acquiring entire enterprises where the managers or representatives of such enterprises are the spouse, father, mother, father-in-law, mother-in-law, foster father, foster mother, biological child, adopted child, son-in-law, daughter-in-law, full brother, full sister, half-brother, half-sister, brother-in-law, sister-in-law, or daughter-in-law of the Chairman and members of the Board of Members, Supervisory Board, General Director, Deputy General Director, and Chief Accountant of the Company.

- Contributing capital together with enterprises where DATC holds controlling stakes to establish joint-stock companies, limited liability companies, or to implement joint business contracts.

đ) The Company shall not use assets leased for operation, borrowed, or held in custody (excluding received assets) to invest outside the Company.

3. The authority to decide on capital investment shall be implemented in accordance with the provisions of Article 28 of the Law on Management and Use of State Capital for Production and Business at Enterprises.

Article 10. Management of the Company's Investment Capital

1. DATC shall manage the Company's investment capital in accordance with the Law on Management and Use of State Capital for Production and Business at Enterprises, the Articles of Association of the Company, this Regulation, and relevant laws.

2. Regularly organize the management, evaluation, and supervision of the effectiveness of the Company's investment capital.

Article 11. Transfer of the Company's Investment Capital

1. Principles for transferring the Company's investment capital

a) The transfer of the Company's investment capital (including the transfer of rights to purchase shares, rights to contribute capital to joint-stock companies, and limited liability companies with two or more shareholders) must comply with the laws on enterprises, laws on management and use of state capital for production and business at enterprises, laws on securities, the Articles of Association of enterprises with the Company's capital contributions, commitments of all parties in joint venture and joint operation contracts, and related laws.

b) The transfer of investment capital outside the Company must be based on the list of capital transfers approved by the Ministry of Finance; regardless of the level of investment capital or the profit or loss results of enterprises with DATC's capital contributions; the organization of the transfer of capital, preparation of transfer documents, public announcement of transfer information, and reporting of transfer results must comply with the law.

c) At the time of developing a capital transfer plan (including capital transfer accompanied by debt), if the expected transfer value is lower than the book value recorded in the accounting books and the Company has already established a provision, the following measures shall be taken:

- If the provision amount is equal to or greater than the difference between the expected transfer value and the book value recorded in the accounting books, the Board of Members or the General Director of the Company shall decide to transfer according to their authority to recover the investment capital.

- If the provision amount is still less than the difference between the book value and the expected transfer value, the Board of Members or the General Director of the Company shall decide to transfer after reporting to the Ministry of Finance for comments in writing.

2. Transfer of investment capital outside the Company:

a) DATC shall transfer investment capital outside the Company in accordance with the laws applicable to state-owned enterprises holding 100% of the charter capital.

b) The transfer of various government bonds and bonds that DATC has invested in to earn interest shall be carried out according to the regulations when issued or the issuance plan of the issuing entity. In case DATC transfers bonds before maturity, the transfer price must ensure the principle of capital preservation during the transfer. For the transfer of listed bonds registered and deposited on the securities market, DATC shall carry out in accordance with the securities law.

3. Transfer of investment capital formed from debt and asset conversion into capital contributions:

DATC shall transfer capital through public auction (open auction or lot auction). In case the public auction is unsuccessful or does not fully transfer the auctioned shares, it shall be conducted through competitive bidding. If the competitive bidding is unsuccessful or does not fully transfer the bid shares, it shall be conducted through negotiation. In which:

a) The initial transfer price is based on the valuation price determined by a qualified valuation organization based on the valid Valuation Certificate provided by the valuation organization in accordance with the valuation law.

b) Adjusting the starting price to implement the methods of transferring capital prescribed in Clause 3 of this Article shall be carried out as follows:

- In case the public auction is not successful or does not transfer all shares, the initial price may be reduced by a maximum of 10% to implement competitive bidding. If the competitive bidding is not successful (except for the case specified in the second bullet point of point b of this clause) or does not transfer all shares, the initial price of the competitive bidding may be reduced by a maximum of 10% to continue with the public auction.

- If the competitive bidding only has one investor participating (who has submitted a valid application and completed all procedures to participate in the competitive bidding session according to the rules of the competitive bidding session), then it shall be sold through negotiation at the initial price of the competitive bidding. If the negotiation is not successful or does not transfer all shares, the initial price of the competitive bidding may be reduced by a maximum of 10% to continue with the public auction.

c) For the transfer of capital at joint-stock companies that have registered for trading or listed on the Stock Exchange, in addition to the methods of public auction, competitive bidding, and negotiation, DATC can implement other methods of transferring shares through the trading system of the Stock Exchange.

d) In cases where the company is currently transferring capital and the valuation certificate has expired, there is no need to rebuild the capital transfer plan but must re-determine the initial price to continue transferring capital according to the method being implemented by the company (in cases where a public auction has been organized but was not successful or did not sell all the capital to be transferred, the basis for organizing a competitive bidding will be the newly determined initial price).

4. Transfer of capital accompanied by receivables.

DATC can transfer capital investment formed from converting debt into capital contribution accompanied by receivables at enterprises simultaneously holding capital contributions and receivables of DATC, in accordance with the methods prescribed in Clause 3 of this Article, including:

a) The entire portion of the offered capital and the accompanying receivable debt shall be considered as one lot.

b) Investors participating must purchase the entire lot of capital and accompanying receivable debt.

c) Enterprises holding capital and receivables of DATC are not allowed to participate in purchasing the capital and accompanying receivable debt of their own enterprise.

d) The initial transfer price of the lot of capital and accompanying receivable debt shall not be lower than the total value of the capital contribution plus the value of the receivable debt determined by an appraisal organization.

đ) In case the transfer is not successful, DATC shall adjust the price according to the principles stipulated in Clause 3 of this Article.

5. Additional right to decide on the transfer of capital.

DATC shall carry out the transfer of capital in accordance with the regulations on the authority to decide on investment outside enterprises as prescribed in Article 28 of the Law on Management and Use of State Capital for Production and Business Operations at Enterprises. In cases of transferring capital accompanied by receivables, the value for determining the authority to transfer shall be the total book value of the capital and the remaining value of the purchase cost of the receivable.

Section 2
(Exploitation Method: Lease or Transfer of Rights to Exploit Infrastructure Assets of Parks for a Limited Period)

Article 12. Investment, Construction, and Purchase of Fixed Assets of the Company.

1. The investment, construction, and purchase of fixed assets of the company shall be carried out in accordance with the laws on management and use of state capital for production and business operations at enterprises. Among which:

a) The authority to decide on investment projects, construction, and purchase of fixed assets shall be implemented in accordance with Article 24 of the Law on Management and Use of State Capital for Production and Business Operations at Enterprises.

b) Provisions for certain specific cases:

- For investments and purchases of fixed assets carried out by the company, the investment and construction process must comply strictly with the laws on construction, laws on tendering, and other relevant laws.

- For investments and purchases of fixed assets brought in from outside for use (including transportation means serving production and business activities, services), the company must comply with the laws on tendering and other relevant laws.

- For the purchase and use of transportation means (cars) serving work for leadership positions and general work, the company must ensure compliance with current standards and norms for purchasing and using such means to ensure transparency, economy, and efficiency.

2. Depreciation of fixed assets: The company shall implement in accordance with the regulations of the Ministry of Finance on the management, use, and depreciation of fixed assets.

3. Leasing, mortgaging, or pledging of assets:

The company has the right to lease, mortgage, or pledge assets owned by the company based on the principle of effectiveness, preservation, and development of capital in accordance with the law, including the authority to decide on the use of corporate assets for mortgage or pledge to borrow funds, which is implemented in accordance with Article 26 of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on State Capital Investment in Enterprises and Management and Use of Capital and Assets at Enterprises (hereinafter referred to as Decree No. 91/2015/ND-CP) and any subsequent amendments and supplements (if any).

4. Liquidation and Sale of Fixed Assets:

a) The company has the right to proactively and independently liquidate and sell fixed assets that are damaged, technologically obsolete, or no longer needed or usable, based on the principles of transparency, fairness, and compliance with the law.

b) The authority to decide on the liquidation and sale of fixed assets shall be implemented in accordance with Clause 2 of Article 27 of Decree No. 91/2015/ND-CP and any subsequent amendments and supplements (if any).

c) Methods of liquidation and sale of fixed assets:

- DATC shall liquidate and sell fixed assets through public auction via an organization with the function of selling auctioned assets or the enterprise may organize such auctions publicly in accordance with the procedures stipulated by laws on selling auctioned assets. In cases where the remaining value of fixed assets recorded in accounting books is less than 100 million VND, the General Director of the Company shall decide to sell through either auction or negotiation methods but not lower than market prices. For fixed assets without transactions on the market, the Company may hire an organization with the function of valuation to determine the price as the basis for selling assets according to the above methods.

- In cases of liquidating or selling fixed assets attached to land, it must be carried out in accordance with the provisions of the law on land.

d) The procedures and formalities for liquidating and selling fixed assets shall be implemented in accordance with current regulations applicable to enterprises wholly owned by the State.

5. The Company must establish a Property Management Regulation to clearly define the responsibilities of each stage in property management; organize accounting to reflect fully, accurately, and promptly; organize inventory and reconciliation periodically or upon the owner's request; implement investment, management, and utilization of assets in accordance with the law and this Regulation.

Article 13. Management of Purchased Assets and Received Assets

1. Forms of asset disposal:

a) Transfer of assets (including purchased projects and those received by designation);

b) Use of assets (including purchased assets and those received by designation) for business cooperation, share capital contribution, joint ventures, and joint operations;

c) Manage and invest in the exploitation, sale, and leasing of assets (including purchased projects and those received by designation).

2. Principles of asset disposal (including purchased projects and those received by designation):

a) Assets must be revalued through a consulting organization with the function of valuation in accordance with the law on managing and using state-owned capital invested in production and business at enterprises, serving as the basis for disposal as stipulated in Clause 1 of this Article.

In cases where assets or projects are used for business cooperation, share capital contribution, joint ventures, and joint operations, the value of the capital contribution shall be carried out based on mutual agreement among parties but not lower than the revalued value determined by the consulting organization.

b) Organize public auction, competitive bidding, or direct negotiation in accordance with the provisions of the law.

In cases of transferring land use rights, the Company shall carry out in accordance with the law on land.

c) For assets received by DATC for business purposes, DATC shall implement in accordance with the Ministry of Finance's regulations on the transfer, receipt, and handling of debts and excluded assets when restructuring and ownership conversion of enterprises wholly owned by the State, public service units, and any amended or supplemented documents (if any).

d) For assets purchased or received by designation, DATC shall base on the approved plan for purchasing, selling, and disposing of designated assets by the competent authority (if any) and the forms and principles of asset disposal stipulated in Clause 1 of this Article and points a, b, and c of this clause to dispose of them.

In cases where DATC receives designated assets for disposal and recovery for the State, it shall be entitled to disposal fees on the principle of covering all disposal costs plus a portion of management costs in accordance with the guidance of the Ministry of Finance suitable for each designated plan.

3. Accounting for proceeds from asset disposal

a) For assets purchased through negotiation (including assets received in lieu of debt) and designation:

- The proceeds from selling assets and leasing assets are the revenue of the Company.

- The value of assets contributed as share capital, joint venture capital, joint operation capital, and business cooperation is the investment of the Company, accounted for in accordance with the regulations. The difference between the book value and the revalued value of assets contributed as capital shall be handled in accordance with current regulations applicable to enterprises wholly owned by the State.

- The value of assets received in lieu of debt that is not determined is revenue, the Company shall account for an increase in the value of assets awaiting disposal corresponding to the value of the debt offset into the purchase cost at the time of receiving the asset in lieu of debt. If the value of the debt offset is higher than the purchase cost being tracked in the books, the value of assets awaiting disposal shall be accounted for by the remaining purchase cost in the books.

- Based on the results of disposing of assets awaiting disposal, DATC shall account for them similarly to the disposal of negotiated-purchased assets.

b) For assets received from enterprises and public service units undergoing restructuring and ownership conversion:

- In cases of selling or temporarily leasing during the waiting period under other forms, the entire amount received (excluding VAT as prescribed) shall be accounted for as payable liabilities to be processed and distributed in accordance with the Ministry of Finance's regulations on the transfer, receipt, and handling of debts and excluded assets when restructuring and ownership conversion of enterprises wholly owned by the State, public service units, and any amended or supplemented documents (if any).

- In cases of disposing of received assets under forms of capital contribution, leasing, and use in business:

+ Before disposal, the value of assets must be revalued by organizations with the function of valuation in accordance with the law.

+ Based on the revalued value, DATC shall pay a maximum of 10% of the revalued value to the enterprise holding the asset (if any) at the time of putting the asset into operation.

+ DATC shall account for an increase in the value of assets corresponding to the revalued value, while simultaneously increasing the owner's investment value corresponding to the revalued value after deducting the payment made to the enterprise holding the asset (if any). After recording, the asset belongs to DATC and is managed, utilized, and operated in accordance with the regulations.

c) The funds received from enterprises for the disposal of assets before transfer and the recovery of lost or missing asset values during the custody period shall be recorded as accounts payable to be settled according to the regulations of the Ministry of Finance on the transfer, acceptance, and handling of debts and excluded assets when restructuring and transferring ownership of state-owned enterprises with 100% state capital contribution, and public service units.

Section 3
DEBT MANAGEMENT

Article 14. Responsibilities of the Company

1. Establish and promulgate the Debt Management Regulation in accordance with current regulations (including receivables, including purchased debts and received debts; payables); assign and clearly define the responsibilities of collectives and individuals in monitoring, recovering, and settling debts; confirm the direction of debt confirmation, classification, urging recovery, and proactively handling debts in accordance with this Regulation and related regulations.

2. Maintain ledgers for tracking, accounting, and settling debts by debtor category; receivables and payables (including interest receivables and payables) regularly classify debts by age (debts not yet due, debts due, overdue debts, difficult-to-collect debts, unrecoverable debts); by nature of the debt (long-term debts, short-term debts, preferential loans, commercial loans, foreign loans, government-guaranteed loans, including receivables and payables arising from government directives, Prime Minister's directives).

3. Regularly review, assess, and analyze payment capacity, urge debt recovery, prevent the occurrence of overdue payables and unrecoverable receivables; periodically reconcile accounts; implement provisions for doubtful receivables in accordance with Article 8 of this Regulation.

4. For foreign currency-denominated receivables and payables, DATC must maintain ledgers in original currency (including principal and interest), convert to Vietnamese Dong (VND), revalue, and handle exchange rate differences in accordance with regulations.

5. For debt purchase plans, separate files must be established for tracking and managing outside the Financial Status Report (including principal and interest) as a basis for monitoring and reconciling debts with debtors and evaluating the effectiveness of the plan; for received debts, DATC has the responsibility to track outside the Financial Status Report, manage appropriately according to the nature and time of received debts to monitor their resolution.

6. For debts purchased or received pursuant to directives, debts arising from performing tasks pursuant to directives, DATC has the responsibility to develop plans consistent with the directives of competent authorities; separately track and account for them as a basis for assessing and determining the results of task performance.

7. In cases where difficulties and obstacles arise during implementation, resulting in overdue debts or unrecoverable debts, DATC must report to the Ministry of Finance for consideration and resolution within its authority or report to competent authorities for consideration and decision.

8. Unrecoverable receivables (excluding receivables arising from performing tasks pursuant to government directives, Prime Minister's directives) must have clear reasons identified, both objective and subjective. For subjective reasons, DATC is responsible for processing compensation for related individuals and collectives. For objective reasons, the Board of Members, Management Board, and relevant departments must identify the reasons and issue a confirmation record; if these debts are related to business operations, they can be offset by provisions for difficult-to-collect receivables, with the remaining amount recorded as business expenses of the Company.

9. After handling unrecoverable debts according to regulations, DATC must continue to track them outside the Financial Status Report and in the financial statement notes for a minimum of ten years from the date of handling and take measures to recover the debts. If debts are recovered, the net proceeds after deducting related costs will be recorded as other income.

10. Develop repayment plans, balance cash flows to ensure debt repayment; settle debts according to agreed deadlines; manage and operate to ensure the ability to repay debts (excluding payables arising from performing tasks pursuant to directives of competent authorities); promptly detect financial difficulties in debt repayment to take timely corrective actions to prevent overdue debts; in cases where timely action is not taken leading to overdue debts exceeding six months, based on the consequences of untimely action, the owner decides on disciplinary measures according to regulations; if timely action is not taken leading to inability to repay debts, responsibility must be borne towards the owner and the law.

11. When DATC is unable to repay all due debts and other financial obligations arising from business activities, the General Director must report to the Board of Members to find ways to overcome financial difficulties and inform all creditors of DATC's financial situation. In such cases, the Chairman of the Board of Members, Board Members, and the General Director of DATC are not allowed to increase salaries, distribute profits, or award bonuses to management staff and employees of DATC. Specifically, for payables arising from DATC performing tasks pursuant to government directives, DATC has the responsibility to report to competent authorities in cases where the ability to repay due debts cannot be guaranteed so that the Ministry of Finance and the Government can consider and take appropriate measures.

12. DATC is permitted to exclude receivables and payables when performing tasks pursuant to directives of competent authorities to evaluate, supervise state capital investment, monitor financial status, assess operational efficiency, and publicly disclose financial information of DATC.

Article 15. Handling receivables arising during business operations (excluding debts from purchases, received debts, and debts arising during the implementation of tasks assigned by the Government or the Prime Minister).

1. The Company shall handle receivables arising during business operations according to the laws on debt management for state-owned enterprises holding 100% of the charter capital.

2. Forms and measures for handling debts:

a) Organizing collection, debt recovery, and disposal of collateral assets (if any) to recover debts.

b) Handling through debt write-offs, debt extensions, and debt cancellations.

c) Selling receivables in accordance with the law, including overdue receivables, difficult-to-collect receivables, and uncollectible receivables, based on fully provisioning reserves, without directly selling debts to the debtor. The sale price of receivables is agreed upon by the parties involved and they bear responsibility for the decision to sell the receivables.

In cases where selling debts leads to the Company suffering losses, losing capital, or losing its ability to pay, resulting in the Company being dissolved or declared bankrupt, the Board of Members must clarify the collective and individual responsibilities related to compensation according to the law, the Company's Charter, and this Regulation.

3. Specific provisions for handling receivables:

a) Handling receivables that have the potential to be recovered.

For receivables that have the potential to be recovered, DATC must actively urge payment and apply all measures to recover them. In cases involving guaranteed receivables, receivables secured by assets, debtors undergoing dissolution or bankruptcy procedures, DATC must continue to take measures to recover debts in accordance with relevant laws concerning the nature of the receivables.

b) Handling receivables that cannot be recovered:

- Clearly identifying the causes, responsibilities of collectives and individuals, and demanding compensation from collectives and individuals according to the Debt Management Regulations issued by the DATC Board of Members.

- Using the reserve fund for difficult-to-collect receivables to offset losses.

- In cases where selling debts is carried out according to the law, after clearly identifying the causes, responsibilities of collectives and individuals, and demanding compensation (if applicable), the actual loss value of each unrecovered receivable is the difference between the receivable recorded in the accounting books and the amount actually recovered (compensated by the person causing the damage, from selling the debtor's assets, or from court decisions or other competent authorities). DATC uses the reserve fund for difficult-to-collect receivables (if available) to offset losses, and records the shortfall as expenses.

- For unrecovered receivables that have been handled (except in cases of selling debts), DATC has the responsibility to continue monitoring outside financial reports and in the explanatory notes of financial reports for a minimum period of 10 years from the date of handling. If the debt is recovered, the amount recovered minus related costs will be recorded as other income.

c) Handling debt cancellations:

- For economic organizations:

+ When the debtor has completed the dissolution or bankruptcy process according to the laws on enterprise dissolution and bankruptcy: the decision of the authorized person regarding the dissolution of the debtor enterprise or the Court's declaration of bankruptcy under the Bankruptcy Law. In cases of dissolution, there must be a notification from the unit or confirmation from the authority deciding to establish the unit, organization, or business registration agency, or the direct tax administration authority confirming that the enterprise or organization has been dissolved.

+ When the debtor is an enterprise or organization that has ceased operations and is unable to pay, with no successor to assume the obligation to repay the debt: there must be confirmation from the authority deciding to establish the enterprise or business registration agency, or the tax authority confirming that the enterprise or organization has ceased operations and is unable to pay.

- For individuals, one of the following documents must be provided:

+ A copy of the death certificate or confirmation from local authorities for debtors who have died or gone missing but have no inheritable assets to repay the debt.

+ Confirmation from local authorities for debtors who are alive but unable to work or heirs who are unable to repay the debt.

+ An arrest warrant or confirmation from law enforcement agencies for debtors lacking civil capacity: those who have fled or are currently being prosecuted or serving a prison sentence.

Article 16. Debt Management for Purchased and Received Debts

1. DATC shall implement debt management methods for purchased and received debts as prescribed in Article 16 of Decree No. 129/2020/NĐ-CP.

2. The content of debt management for purchased and received debts shall be carried out according to the provisions of Article 17 of Decree No. 129/2020/NĐ-CP and the following regulations:

a) Reorganizing debts through various forms such as adjusting repayment terms, writing off debts, extending debts, and adjusting interest rates on debts in accordance with the debtor's ability to repay based on specific conditions regarding debt collection; aligning with DATC's capacity to monitor the debtor's business operations to ensure effective debt purchase plans.

In cases where DATC adjusts the interest rate on a debt in line with the debtor's ability to repay and market conditions, but not lower than the average interest rate for 12-month term deposits published by the Trading Departments of the four major commercial banks (Vietnam Joint Stock Commercial Bank for Foreign Trade, Vietnam Joint Stock Commercial Bank for Industry and Trade, Vietnam Joint Stock Commercial Bank for Investment and Development, and Vietnam Agricultural and Rural Development Bank) at the same time of considering the interest rate adjustment. The 12-month term deposit interest rate of each bank is the 12-month term deposit interest rate announced on the bank's website or specified in a written notice defining the applicable interest rate for organizational customers.

b) The Board of Directors or General Director, based on the Board of Directors' classification, may consider reducing the debtor's obligation to pay interest and part of the principal from the difference between the book value of the purchased debt and the cost of purchasing the debt, but must ensure that the debt purchase plan is effective.

c) Agreeing with the debtor and third parties to transfer the debt repayment obligation from the debtor to the third party on the principle of mutual agreement among the three parties and ensuring greater convenience for DATC in recovering the debt, wherein the transferred debt amount is not recognized as DATC's revenue.

d) In cases where a customer commits to repurchasing the entire debt in one transaction before DATC signs a debt purchase contract and meets DATC's conditions regarding price, payment, and deposit, as well as participation in corporate restructuring or post-restructuring support, DATC will sell the debt according to the agreed price.

đ) Handling collateral assets for debts shall be conducted based on agreements between DATC, the debtor, and related parties, ensuring compliance with relevant laws. In cases of selling land use rights as collateral, it must be done in accordance with the law on land.

e) Fully exempting debt obligations

- For received debts:

+ Annually, the company reviews and classifies to assess the recoverability of received debts.

+ For received debts determined to have no recoverability according to regulations (including debts processed before the handover date), which have been monitored outside the financial report for over ten years (including the period when the enterprise monitored outside the balance sheet before transferring to DATC if applicable), DATC shall follow the provisions of point g, Clause 2, Article 17 of Decree No. 129/2020/NĐ-CP.

- For debts purchased through negotiation or designated purchases using operating capital, DATC shall write off debts in the following situations:

+ Objectives and conditions for debt write-off: implemented according to the provisions of point c, Clause 3, Article 15 of this Regulation.

+ When handling debt write-offs, the company must prepare files for each debtor, report to the Board of Directors or General Director based on the Board of Directors' classification for consideration and decision on debt write-off within the scope of debt purchase plans under the authority of the Board of Directors or General Director. The source of debt write-off comes from the difference between the book value of the purchased debt and the cost of purchasing the debt. If the amount of debt written off exceeds the difference, it will be covered by the bad debt reserve fund. If the reserve fund is insufficient, the shortfall will be recorded as the company's operating expenses.

3. Accounting for Revenue from Debt Management for Purchased and Received Debts

a) For negotiated and designated purchases:

- Amounts recovered from debtors through payments or sales of debts and collateral assets are considered revenue for the company.

- In cases where capital contributions are made from the difference between the book value of the debt and the cost of purchasing the debt, DATC only records and monitors the investment at face value outside the financial report. In cases where debts are converted into capital contributions from the cost of purchasing the debt, the company increases the value of the contributed capital and reduces the cost of purchasing the debt by the value of the debt converted into capital contribution at the conversion time. The company accounts for revenue and expenses when transferring the contributed capital according to this Regulation and relevant laws.

- In cases where agreements are reached with debtors and third parties to transfer debt repayment obligations from the debtor to the third party, the transferred debt amount is not recognized as DATC's revenue.

b) For received debts:

All amounts recovered and managed from received debts, including recovery of debts (recovery from enterprises for debts processed before handover, recovery from debtors, interest recovery due to late payment by enterprises processing debts before handover); proceeds from selling received debts; proceeds from selling, leasing, and exploiting collateral assets (excluding VAT as stipulated) are recorded as payable debts to be handled according to the Ministry of Finance's regulations on handover, receipt, and management of debts and excluded assets during enterprise ownership restructuring and state-owned equity consolidation.

Article 17. Debt Handling Linked to Corporate Restructuring for Debtor Enterprises

1. For enterprises undergoing shareholding transformation as stipulated in point a, Clause 1, Article 20 of Decree No. 129/2020/NĐ-CP:

a) The reduction of debt obligations must be linked to the restructuring and shareholding transformation plan as prescribed by laws on enterprise shareholding transformation;

b) The maximum amount of debt obligation reduction shall equal the negative value of the equity capital according to the decision announcing the enterprise's value by the competent authority minus the debt obligation reduction of other creditors (if any), and shall not exceed the difference between the book value of the purchased debt and the purchase cost of the debt at the time of the debt obligation reduction decision;

c) From the time of determining the enterprise's value to the formal conversion into a Joint Stock Company, if the restructuring enterprise incurs losses, the Vietnam Asset Management Corporation (DATC) and participating creditors shall consider and continue to implement partial debt obligation reductions if there remains a difference between the book value of the purchased debt and the purchase cost of the debt after the enterprise restructuring has clarified the causes and responsibilities of related collectives and individuals to take corrective measures and compensation as prescribed;

d) The Board of Directors or General Director, based on the Board of Directors' classification, shall consider continuing to reduce debt obligations to offset accumulated losses if there remains a difference between the book value of the purchased debt and the purchase cost of the debt to handle it on the principle of ensuring effective debt collection plans.

2. For other enterprises as stipulated in point b, Clause 1, Article 20 of Decree No. 129/2020/NĐ-CP:

The reduction of debt obligations for other debtor enterprises must be linked to the plan to convert debts into capital contributions approved by the competent authority of DATC. The maximum reduction shall not exceed the cumulative losses reported in the most recent financial statement of the debtor enterprise audited by an independent auditing organization and shall not exceed the difference between the book value of the purchased debt and the purchase cost of the debt at the time of the debt obligation reduction decision.

3. The reduction of debt obligations for debtors shall not change the responsibility of organizations and individuals who caused financial losses previously.

Article 18. Handling of Payable Debts

1. Payable debts without a recipient shall be recorded as other income of the Company.

2. The issuance of bonds and promissory notes guaranteed by the Government or Prime Minister to fulfill assigned tasks, DATC shall implement according to the Project already approved by the competent authority.

3. Debts arising from fulfilling assigned tasks by the Government or Prime Minister, DATC shall implement the debt handling plan as directed by the competent authority, monitor separately to evaluate and determine the results of the assigned task. In case difficulties arise during the handling process, DATC shall report to the Ministry of Finance for consideration and resolution within its authority, or report to the Ministry of Finance for submission to the Government or Prime Minister for consideration and resolution.

Section 4
MANAGEMENT OF BUSINESS INCOME, EXPENSES AND OPERATING RESULTS

Article 19. General Principles

1. Business income, expenses of the Company shall be determined in accordance with accounting standards, the Company's Charter, and this Regulation; the determination of business income, expenses, and other income for tax purposes shall be carried out in accordance with tax laws and other relevant legal documents.

2. For plans to buy, sell, and accept debts and assets as directed by the competent authority, DATC shall record business income and expenses in accordance with the approved plan.

3. In cases where the assigned task is fulfilled as directed by the competent authority but revenue is insufficient to cover expenses, DATC shall have the responsibility to report to the Ministry of Finance for consideration and resolution within its authority, or report to the Government or Prime Minister for consideration and resolution.

Article 20. Revenue and Other Income

1. Revenue from business operations includes:

a) Revenue from debt collection and assets received is the amount that DATC enjoys according to the guidance of the Ministry of Finance;

b) Revenue from debt collection and assets purchased through agreement and designation:

- Revenue from debt collection:

+ Revenue from collecting debts;

+ Revenue from selling debts, selling collateral assets for debts;

+ Revenue from leasing, exploiting collateral assets for debts;

- Revenue from asset disposal:

+ Revenue from selling assets;

+ Revenue from leasing, exploiting assets;

- Revenue from transferring equity contributions formed from purchasing, receiving, converting debts into equity contributions at restructured enterprises;

c) Revenue from other activities.

2. Revenue from financial activities includes:

a) Interest income from purchasing treasury bills, bonds;

b) Interest income from deposits (including accrued interest as prescribed), overdue interest;

c) Dividend income (excluding dividends in the form of shares), profits distributed from joint stock investment, joint venture investment, business cooperation;

d) Interest income from financial service provision;

đ) The difference greater than the recovery value compared to the book value of investments outside the company (excluding investments formed from purchasing, receiving, converting debts into equity contributions at restructured enterprises);

e) The increase in the difference between the recorded contribution value of assets and their book value.

3. Other income includes: proceeds from liquidation and sale of fixed assets, penalty income from contract performance, income from customer deposits; income from infrequent activities.

Article 21. Expenses of the Company

1. Business operation expenses:

a) Expenses related to debt and asset acquisition, processing:

- Discount costs for customers to recover debts quickly;

- Repair and upgrade costs for assets (if applicable): These costs are recorded as asset items on the Financial Statement when incurred and transferred to direct debt and asset processing expenses when there is income from upgraded and repaired assets.

- External service rental costs related to debt and asset processing, transfer of capital;

- Other costs related to debt and asset processing (including those designated);

b) Expenses related to debt and asset purchase, sale through agreement and designation:

- Purchase cost of debts transferred to expenses during the period is specified as follows:

+ In the case of one-time recovery or sale of debts:

(i) In the case of one-time sale or recovery of debts with cash, the entire purchase cost of the debt is transferred to current period expenses.

(ii) In the case of selling debts where revenue from selling debts is less than the corresponding purchase cost of the debt, the remaining purchase cost of the debt is transferred to current period expenses.

+ In the case of multiple recovery of debts:

(i) In the case where revenue from debt processing (recovery from debtors; exploitation, sale of collateral assets for debts) exceeds the purchase cost of the debt at the time of recovery: the entire purchase cost of the debt is transferred to current period expenses.

(ii) In the case where revenue from debt processing (recovery from debtors; exploitation, sale of collateral assets for debts) is less than the purchase cost of the debt at the time of recovery: a portion of the purchase cost of the debt is transferred to current period expenses based on the actual amount recovered from debt processing or in accordance with a suitable plan approved by the competent authority. The remaining purchase cost of the debt continues to be transferred to expenses according to the above principle when the debt continues to be processed for recovery.

- Expenses related to asset purchase and sale: including the purchase price of the asset and other related costs (transportation costs, repair and upgrade costs, land rent...). In the case of asset sale, DATC transfers the entire purchase cost of the asset to current period expenses. In the case of asset leasing, DATC records depreciation of the asset and accounts for related costs in current period expenses in accordance with regulations.

- Direct expenses related to debt and asset processing, enterprise restructuring:

+ Provision costs for difficult-to-collect receivables from debt purchase and sale activities;

+ External service rental costs related to debt and asset processing:

(i) Costs incurred to maintain, manage, exploit, and process collateral assets received;

(ii) Appraisal costs, organization costs for auctioning debts and assets for sale, lease, contribution, joint venture, joint operation, business cooperation using debts and assets;

(iii) Appraisal costs, organization costs for auctioning when transferring financial investments;

(iv) Independent audit fees;

(v) Debt collection fees;

(vi) Enforcement fees;

(vii) Litigation and criminal participation fees (if any);

(viii) Advertising and newspaper publication fees;

(ix) Legal advisory and consulting fees;

(x) Other service fees related to debt and asset processing, enterprise restructuring;

+ Costs for DATC staff dispatched to enterprises with DATC equity contributions or enterprises undergoing restructuring (travel costs, accommodation rental costs,...);

+ Other costs related to debt and asset processing, enterprise restructuring activities;

- Expenses related to the transfer of equity contributions formed from purchasing, receiving, converting debts into equity contributions at restructured enterprises during the period:

+ In the case where revenue from selling all or part of the investment is higher than the corresponding book value of the investment, the entire financial investment value is transferred to current period expenses.

+ In the case where revenue from selling all or part of the financial investment is lower than the corresponding book value of the investment, after using reserve funds to offset the difference, DATC records the remaining book value of the investment in current period expenses;

c) Commission expenses in the recovery, purchase, sale of debts and assets, and asset leasing (including collateral assets) must comply with the following principles:

- The Board of Members of the Company shall base on the current regulations of the State and the specific characteristics of the Company to establish and promulgate the Commission Payment Rules applicable uniformly and publicly within the Company. The Board of Members and the General Director of the Company shall be responsible under the law for the decisions on commission payments made by the Company.

- The payment of brokerage commissions by the Company must ensure economic efficiency.

- The recipients of commission payments are organizations and individuals (both domestic and foreign) that provide brokerage services to the Company.

- Brokerage commissions shall not be applied to designated customers, management positions, or employees of the Company.

- The payment of brokerage commissions must be based on contracts or confirmation letters between the Company and the recipient of the commission, which must include the following basic contents: name, address, identification number of the representative of the commission recipient; details of the payment (clearly stating the results of debt processing and assets contributed by the commission recipient to the Company); amount of payment; method of payment, time of implementation and completion; responsibilities of each party;

d) Payments for taxes, fees, and land lease expenses related to business activities as prescribed by law.

2. Management activity costs:

The management costs of the Company shall be implemented according to the Internal Expenditure Regulations issued by the Board of Members of the Company, consistent with the current regulations of the State applicable to wholly state-owned enterprises. Among these:

- Wages shall be implemented in accordance with Article 22 of this Regulation;

- Expenses for employees: Mandatory insurance purchase; Health accident insurance; contributions to voluntary pension funds, social welfare funds, voluntary pension insurance, life insurance;° - Expenses for the activities of Supervisors; expenses for hiring consultants of the Board of Members;

- Expenses for setting aside provisions for difficult-to-collect receivables (excluding difficult-to-collect receivables from the purchase and sale of debts);

- Independent audit fees;

- Depreciation expenses for fixed assets, tools, and equipment;

- Taxes, fees, and other expenses as prescribed by law.

3. Financial activity costs, including:

a) Other expenses related to investments outside the Company such as: expenses that capital contributors must bear themselves, losses shared (if any) from joint venture contracts, losses (if any) attributable to the Company corresponding to its share in the invested enterprises;

b) Differences smaller than the difference between the recovery value and the book value plus (+) transfer costs and other related costs when transferring investments outside the Company (excluding investments formed from the contribution of assets purchased, received, or converted from debts into equity at restructured enterprises);

c) Exchange rate differences;

d) Discounts on payments;

đ) Provisions for the reduction in value of long-term investments established in accordance with this Regulation (excluding investments from converting debts into equity contributions);

e) Interest on borrowed capital as prescribed;

g) Expenses related to the purchase and sale of government securities and bonds;

h) Custody fees, transaction fees when transferring financial investments;

i) The difference in reduction between the recorded value of the asset contributed and the book value of the asset;

k) Taxes, fees, and other financial expenses as prescribed by law.

4. Other costs as prescribed by law:

a) Costs for selling and liquidating fixed assets;

b) Costs for recovering written-off debts: The Company may pay to organizations and individuals who have contributed to the recovery of written-off debts based on their efforts and effectiveness. The procedures, formalities, and legal responsibilities for implementing this payment shall be carried out as stipulated in point d, clause 1 of this Article;

c) Losses remaining after compensation from current sources;

d) Marketing, communication, customer conference, and hospitality expenses;

d) Other reasonable and legitimate expenses.

5. The following items shall not be included in costs:

a) Acquisition and installation costs of tangible and intangible fixed assets that are included in the original cost of tangible and intangible fixed assets as prescribed;

b) Interest expenses included in investment and construction costs;

c) Expenses without valid supporting documents;

d) Expenses covered by other sources;

đ) Penalties for violations of the law not attributed to the company but caused by individuals.

đ) Amounts of fines for violations of the law not committed in the name of a company but caused by an individual.

Article 22. Salary Fund and Remuneration for Concurrent Positions

1. The salary fund of DATC shall be determined according to the current regulations applicable to state-owned enterprises holding 100% of the charter capital and the provisions of the Ministry of Labor, Invalids, and Social Affairs, in accordance with the specific characteristics of DATC's operations. The management, distribution, and utilization of the salary fund shall be carried out in accordance with the Regulations issued by the Board of Members of DATC.

2. Remuneration for concurrent positions is used to pay DATC officials including business managers of DATC, DATC officials appointed to directly hold positions in other enterprises, and DATC officials participating in managing or supporting the management of capital in other enterprises.

3. Remuneration for concurrent positions shall be sourced from the actual remuneration paid by enterprises with DATC's contributed capital to DATC officials (including business managers) appointed to concurrently hold positions in other enterprises, which is submitted back to DATC and paid according to the following principles:

a) Remuneration for concurrent positions shall be paid based on the level of task completion, but not exceeding 50% of the actual salary received at the Company.

b) Remuneration for concurrent positions that is not paid within the year may be used for payment in subsequent years.

4. DATC manages and distributes remuneration for concurrent positions in accordance with the Regulations on Managing the Remuneration for Concurrent Positions issued by the Board of Members, consistent with these Regulations.

Article 23. Profit and Distribution of Profits

1. The profit realized in the year is the business result of the Company, including operating profit, financial investment profit, and profit from other activities.

2. The Company implements profit distribution and reserve fund allocation according to the current regulations applicable to state-owned enterprises holding 100% of the charter capital.

Section 5
SUPERVISION AND EVALUATION OF BUSINESS EFFECTIVENESS; FINANCIAL PLANNING; ACCOUNTING WORK, STATISTICS, AND AUDIT

Article 24. Supervision, Evaluation of Business Effectiveness, and Classification of Enterprises

1. The Company implements internal supervision mechanisms according to the regulations applicable to state-owned enterprises holding 100% of the charter capital and is subject to inspection and supervision by the owner and competent authorities regarding the results of its operations as prescribed.

2. Annually, the Board of Members of the Company evaluates business effectiveness and reports to the Ministry of Finance for consideration and publication of the enterprise classification results based on evaluation criteria suitable for the Company's specific operational characteristics according to the regulations applicable to state-owned enterprises holding 100% of the charter capital.

Article 25. Accounting System and Audit

1. The Company organizes accounting in accordance with the current accounting laws and guidelines of the Ministry of Finance, appropriate to the Company's specific operational characteristics.

2. The annual financial report of the Company must be audited by an independent auditing firm as required.

3. The Company implements internal control and audit systems in accordance with the law.

Article 26. Financial Plan

1. Based on the strategic orientation and five-year development plan for production and business approved by the owner, the Company develops a five-year business plan and financial plan.

2. Annually, based on the five-year production and business plan, taking into account the Company's capacity and market demand, the Board of Members decides on the next year's business plan.

3. Based on the business plan decided by the Board of Members, the Company conducts an assessment of the business situation for the reporting year and prepares a financial plan for the next year to submit to the Ministry of Finance before July 31 each year.

4. The Ministry of Finance reviews the financial plan prepared by the Company and provides formal comments in writing for the Company to complete the financial plan. After completion, the financial plan becomes the official plan serving as the basis for the Ministry of Finance to monitor and evaluate the management and operation of the Company's business activities.

Article 27. Financial reports, statistical reports, and other reports

1. At the end of each accounting period (quarter, year), the Company must prepare, present, and submit financial reports and statistical reports to state agencies and publicly disclose its finances in accordance with current laws. The Board of Members of the Company is responsible for the accuracy and honesty of the financial and statistical reports and the public disclosure of finances.

2. In addition to the periodic financial and statistical reports prepared and submitted as required above, the Company must prepare and submit ad hoc reports when requested by the Ministry of Finance and other state management agencies; in cases where the Company has domestic loans and foreign loans guaranteed by the Government, the Company must prepare and submit reports in accordance with current legal regulations on managing debts guaranteed by the Government.

Chapter III

IMPLEMENTING PROVISIONS

Article 28. Transitional Provisions

1. For plans for purchasing, handling debts, and assets approved before this Circular's issuance takes effect, DATC continues to implement according to the approved plan or DATC may modify and supplement the plan to apply the provisions of this Circular.

2. Handling reserve amounts established before this Circular's issuance takes effect:

a) In cases where the reserve amount established for each plan is higher than the reserve establishment level specified in this Circular, the Company does not need to reverse the reserve amounts;

b) In cases where the reserve amount established for each plan is lower than the reserve establishment level specified in this Circular, the Company must establish additional reserves to meet the requirements of this Circular.

Article 29. Responsibility for Implementation

1. The Board of Members of DATC decides to delegate authority to the General Director for matters within the scope of the Board of Members' decision-making authority as stipulated in this Circular. Delegation to the General Director must be clearly defined in writing.

2. The Board of Members, the General Director of the Vietnam Asset Management Corporation Limited Liability Company, related organizations, and individuals are responsible for implementing this Circular.

During implementation, if there are any difficulties, DATC shall report to the Ministry of Finance for consideration and resolution within their jurisdiction./.