Decree No. 71/2013/NĐ-CP on State Investment in Enterprises and Financial Management for Enterprises with 100% State Capital

THE GOVERNMENT

NUMBER: 71/2013/NĐ-CP

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

HanoiDATE: July 11 MONTH: July YEAR: 2013                          

 

DECREE

VON INVESTING STATE CAPITAL INTO ENTERPRISES AND MANAGING FINANCES FOR

ENTERPRISES WHERE N |||THE STATE HOLDS 100% OF THE CHARTER CAPITAL

______________________

 

Pursuant to the Law INVESTMENT ficer Ch"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."Government on December 25thJune 2024;th year 2001;

Pursuant to the Law Denterprises on the 29thJune 2024;of the Minister of Planning and Investment

Pursuant to the Law Independence - freedom - happinessCOMMITTEE ON NOVEMBER 29, 2005;

AT THE PROPOSAL OF THE MINISTER OF FINANCE,ANNEX I.A[31] c Qu"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."ealth;

ốn ... tại: ..."b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."THE GOVERNMENT ISSUES THIS DECREE ON INVESTING STATE CAPITAL INTO ENTERPRISES AND MANAGING FINANCES FORNo.ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL."b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."THIS DECREE REGULATES THE MATTERS OF INVESTING STATE CAPITAL INTO ENTERPRISES AND MANAGING FINANCES FOR ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL. lệ,

Chapter

I

GENERAL PROVISIONS

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Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

THE OBJECTS TO WHICH THIS DECREE APPLIES INCLUDE:y SINGLE-MEMBER JOINT STOCK COMPANIES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL, ESTABLISHED BY THE PRIME MINISTER OR BY MINISTRIES, GOVERNMENT-LEVEL AGENCIES, OR PROVINCE PEOPLE'S COUNCILS. INCLUDING:

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Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

1. Independence - freedom - happinessNo.SINGLE-MEMBER JOINT STOCK COMPANIES THAT ARE PARENT COMPANIES OF STATE ECONOMIC GROUPS; PARENT COMPANIES OF STATE ENTERPRISE GROUPS; PARENT COMPANIES IN THE PARENT COMPANY-SUBSIDIARY MODEL.

a) INDEPENDENT SINGLE-MEMBER JOINT STOCK COMPANIES. lREPRESENTATIVES OF ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL AND REPRESENTATIVES OF THE STATE INVESTORS IN OTHER ENTERPRISES.

- ENTITIES AND INDIVIDUALS INVOLVED IN THE ACTIVITIES OF INVESTING STATE CAPITAL INTO ENTERPRISES AND MANAGING FINANCES FOR ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL AND INVESTING STATE CAPITAL IN OTHER ENTERPRISES., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPPARENT COMPANIES AS STATED IN POINT A, CLAUSE 1, ARTICLE 2 OF THIS DECREE SHALL BE RESPONSIBLE FOR DEVELOPING AND ISSUING FINANCIAL MANAGEMENT REGULATIONS FOR SUBSIDIARIES WHERE THEY HOLD 100% OF THE CHARTER CAPITAL BASED ON THE FINANCIAL MANAGEMENT REGULATIONS AND OTHER REGULATIONS SET OUT IN THIS DECREE.

- ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL OPERATING IN SECTORS WITH SPECIFIC FINANCIAL CHARACTERISTICS SHALL IMPLEMENT THE SPECIAL REGULATIONS OF THE GOVERNMENT OR THE PRIME MINISTER REGARDING SUCH CHARACTERISTICS AND OTHER REGULATIONS SET OUT IN THIS DECREE.

b) IN THIS DECREE, THE FOLLOWING TERMS ARE UNDERSTOOD AS FOLLOWS: Drills on some aspects of provincial defense zones "ENTERPRISE" IS A SINGLE-MEMBER JOINT STOCK COMPANY WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL AS PROVIDED IN POINT A, CLAUSE 1, ARTICLE 2 OF THIS DECREE.No."STATE CAPITAL IN THE ENTERPRISE" IS DIRECT INVESTMENT FROM THE STATE BUDGET, NATIONAL FUNDS WHEN ESTABLISHING THE ENTERPRISE AND DURING ITS BUSINESS OPERATIONS; AMOUNTS TO BE DEPOSITED INTO THE STATE BUDGET; SOURCES OF FUNDS REMAINING IN THE ENTERPRISE; REORGANIZATION SUPPORT FUNDS; STATE CAPITAL RECEIVED FROM OTHER LOCATIONS; LAND USE RIGHTS, NATIONAL RESOURCES USE RIGHTS TRANSFERRED BY THE STATE AND ADDED TO THE STATE CAPITAL OF THE ENTERPRISE; OTHER ASSETS ACCORDING TO THE LAW TRANSFERRED BY THE STATE TO THE ENTERPRISE.on"ENTERPRISE OWNERSHIP CAPITAL" IS CAPITAL FORMED FROM THE SOURCES PROVIDED IN CLAUSE 2 OF THIS ARTICLE, UNALLOCATED PROFITS, AND FOREIGN EXCHANGE RATE DIFFERENCES REFLECTED IN THE ENTERPRISE'S FINANCIAL REPORTS ACCORDING TO THE LAW.ầArticle 3. Functions, duties, powers of Management Boards and duties, powers of the Chairperson, Vice Chairperson (if any), Secretary, and Members of Management BoardsNo."STATE CAPITAL INVESTED IN OTHER ENTERPRISES" IS STATE CAPITAL CONTRIBUTED TO JOINT-STOCK COMPANIES OR JOINT-STOCK COMPANIES WITH TWO OR MORE MEMBERS WHERE THE MINISTRY MANAGING THE SECTOR OR THE PROVINCE PEOPLE'S COUNCIL IS THE OWNER.ầ"ENTERPRISE CAPITAL" IS THE ENTERPRISE'S OWN CAPITAL AND CAPITAL RAISED BY THE ENTERPRISE.

c) "ENTERPRISE CAPITAL INVESTED IN OTHER ENTERPRISES" IS CAPITAL INVESTED BY THE ENTERPRISE IN SUBSIDIARIES OR ASSOCIATED COMPANIES., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP "REPRESENTATIVE OF THE STATE CAPITAL INVESTED IN OTHER ENTERPRISES" IS AN INDIVIDUAL AUTHORIZED BY THE OWNER THROUGH A WRITTEN DOCUMENT TO PERFORM THE RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE OWNER IN OTHER ENTERPRISES.° "REPRESENTATIVE OF THE ENTERPRISE CAPITAL INVESTED IN OTHER ENTERPRISES" IS AN INDIVIDUAL AUTHORIZED BY THE ENTERPRISE THROUGH A WRITTEN DOCUMENT TO PERFORM THE RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE ENTERPRISE IN OTHER ENTERPRISES..

2. THE REPRESENTATIVES MENTIONED IN CLAUSES 7 AND 8 OF THIS ARTICLE ARE COLLECTIVELY REFERRED TO AS REPRESENTATIVES.councillORS"ENTERPRISE MANAGEMENT FUNCTIONARY" IS THE CHAIRMAN AND BOARD MEMBERS OR THE CHAIRMAN OF THE COMPANY, SUPERVISOR, GENERAL MANAGER OR DIRECTOR, DEPUTY GENERAL MANAGER OR DEPUTY DIRECTOR, CHIEF ACCOUNTANT (EXCLUDING GENERAL MANAGERS OR DIRECTORS, DEPUTY GENERAL MANAGERS OR DEPUTY DIRECTORS, ACCOUNTANTS WORKING UNDER LABOR CONTRACTS).ớINVESTMENT AND MANAGEMENT OF STATE CAPITALắ INVESTMENT INTO ENTERPRISES

3. 4. PRINCIPLES OF INVESTING STATE CAPITAL INTO ENTERPRISES

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In this technical regulation, the following terms are understood as follows:

INVESTING STATE CAPITAL INTO ENTERPRISES TO CREATE INDUSTRIES AND SECTORS PROVIDING ESSENTIAL PUBLIC SERVICES; TO ENSURE DEFENSE AND SECURITY; TO IMPLEMENT ECONOMIC REGULATION AND MACROECONOMIC STABILITY STRATEGICALLY IN EACH PHASE.concerning the classification and determination of state management authority in the field of crop productionINVESTING STATE CAPITAL INTO ENTERPRISES MUST BE ACCORDING TO THE OBJECTIVES, EFFECTIVE, SUITABLE FOR EACH INVESTMENT PROJECT, AND MUST BE CONDUCTED OPENLY AND TRANSPARENTLY.

1. INVESTING STATE CAPITAL TO CONTRIBUTE CAPITAL TO ESTABLISH NEW ENTERPRISES OR TO COOPERATE WITH OTHER ECONOMIC SECTORS MUST BE REVIEWED AND APPROVED BY THE AUTHORIZED AGENCY.

2. INVESTING STATE CAPITAL MUST COMPLY WITH LEGAL REQUIREMENTS, BE TIMELY, AND ENSURE QUALITY; AVOID SPREADING THINLY, WASTING, AND LOSING CAPITAL.development INCREASE THE VALUE OF STATE CAPITAL INVESTED IN ENTERPRISES.ồ5. FORMS OF INVESTING STATE CAPITAL INTO ENTERPRISESầand DevelopmentdevelopmentINVESTING STATE CAPITAL TO IMPLEMENT IMPORTANT NATIONAL PROJECTS AND PROGRAMS IN ENTERPRISES.ỗ INVESTING CAPITAL TO ESTABLISH NEW ENTERPRISES. trINVESTING AND SUPPLEMENTING CHARTER CAPITAL FOR ENTERPRISES TO EXPAND SCALE, IMPROVE CAPACITY, AND BUSINESS ABILITY; TO UPDATE TECHNOLOGY, REDUCE ENVIRONMENTAL POLLUTION, AND SERVE NATIONAL DEFENSE AND SECURITY.

3. INVESTING STATE CAPITAL TO MAINTAIN CONTROLLING INTERESTS OR SHARE RATIOS OF THE STATE IN JOINT-STOCK COMPANIES OR JOINT-STOCK COMPANIES WITH MULTIPLE MEMBERS.Deputy ministers of ministerial-level agencies,ACQUIRING PART OR ALL OF THE CAPITAL OF ENTERPRISES IN OTHER ECONOMIC SECTORS TO IMPLEMENT ECONOMIC STRUCTURAL ADJUSTMENTS.Plan for handling assets after the expiration of the joint venture and association period 6. CONDITIONS FOR INVESTING STATE CAPITAL INTO ENTERPRISES

4. INVESTING IN IMPORTANT NATIONAL PROJECTS AND PROGRAMS IN ENTERPRISES, INCLUDING:

PROJECTS WITH TOTAL INVESTMENT OF 35,000 BILLION VIETNAMESE DONG OR MORE, OF WHICH STATE CAPITAL IS 11,000 BILLION VIETNAMESE DONG OR MORE;°PROJECTS AND PROGRAMS WITH SIGNIFICANT IMPACT ON THE ENVIRONMENT OR POTENTIAL TO SEVERELY AFFECT THE ENVIRONMENT, INCLUDING:

6. NUCLEAR POWER PLANTS;

7. "Person representing the state's equity interest in another enterprise" is an individual authorized by the owner to perform the rights, responsibilities, and obligations of the owner in another enterprise. Drills on some aspects of provincial defense zones "Person representing the enterprise's equity interest in another enterprise" is an individual authorized in writing by the enterprise to perform the rights, responsibilities, and obligations of the enterprise in another enterprise. Drills on some aspects of provincial defense zones quyonnlogo"Person representing the equity interest in another enterprise" as defined in Clauses 7 and 8 of this Article shall be collectively referred to as the Representative.development "State enterprise management official" is the Chairman and member of the Board of Members or the Chairman of the company, the Inspector, the General Director or Director, Deputy General Director or Deputy Director, Chief Accountant (excluding the General Director or Director, Deputy General Director or Deputy Director, and Chief Accountant working under labor contracts).

8. "Person representing the state's equity interest in another enterprise" is an individual authorized by the owner to perform the rights, responsibilities, and obligations of the owner in another enterprise. Drills on some aspects of provincial defense zones INVESTMENT AND MANAGEMENT OF STATE CAPITAL Drills on some aspects of provincial defense zones  INVESTMENT IN ENTERPRISES

IN THIS DECREE, THE FOLLOWING TERMS ARE UNDERSTOOD AS FOLLOWS: Drills on some aspects of provincial defense zones 4. Principles for investing state capital in enterprises

9. Investing state capital in enterprises to create industries and sectors providing essential public goods and services to society; ensuring service to national defense and security; implementing economic regulation and macroeconomic stability with strategic significance at each stage.policies State capital investment in enterprises must be in accordance with objectives, be effective, suitable for each investment project, and must be carried out openly and transparently.nationalState capital investment for contributing capital to establish enterprises, conducting business cooperation with other economic sectors must be appraised and approved by competent authorities.

Chapter

II

State capital investment must comply with legal regulations, be completed on schedule, ensure quality; avoid dispersion, waste, and loss.C

Increase the value of state capital invested in enterprises.

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INVESTMENT OF STATE CAPITAL IN ENTERPRISES

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5. Forms of state capital investment in enterprises

1. Investing state capital to implement important projects and works of the State in enterprises.

2. Establishing new enterprises with state capital.ANNEX I.A[31]Investing and supplementing registered capital for enterprises to expand scale, increase production capacity, business capability; innovate technology, reduce environmental pollution, serve national defense and security.

3. Investing state capital to maintain control or shareholding ratio of the State in joint-stock companies or limited liability companies with multiple members.

4. Acquiring part or all of the equity of enterprises belonging to other economic sectors to adjust the economic structure.

5. 6. Conditions for state capital investment in enterprises

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Investing in important projects and works of the State in enterprises, including:

1. Projects with total investment of 35,000 billion VND or more, of which state capital is 11,000 billion VND or more;

2. Projects and works that significantly impact the environment or have potential to severely impact the environment, including:

3. Nuclear power plants;

4. Economic decisions after shareholding reform.ì Decisions to invest state capital to acquire part or all of the equity of enterprises belonging to other economic sectors based on the proposal of the Ministry managing the sector, Provincial People's Committee.

5. The Minister of the Ministry managing the sector, the Chairman of the Provincial People's Committee decides to invest state capital in enterprises to:

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Decide to invest capital to establish enterprises under the management of the Ministry or Provincial People's Committee after submitting and obtaining approval from the Prime Minister on the establishment plan of the enterprise.

1. Decide to supplement registered capital during the operation of the enterprise. For enterprises established by the Ministry, agreement with the Ministry of Finance is required.

a) Decide to invest additional state capital contribution in other enterprises where the Ministry or Provincial People's Committee is the owner..Take the lead and coordinate with the Ministry of Finance, the Ministry of Planning and Investment to appraise the plan to acquire part or all of the equity of enterprises belonging to other economic sectors proposed by the Ministry managing the sector or the Provincial People's Committee.

b) Submit to the Prime Minister for decision.ớMANAGEMENT OF STATE CAPITAL INVESTED IN OTHER ENTERPRISES

- 8. Rights and responsibilities of the Ministry managing the sector, Provincial People's Committee regarding the state's equity interest in other enterprises

- Projects and construction works requiring a change in land use purpose for national parks, natural conservation areas, scenic protection zones, scientific research forests, experimental forests from 50 hectares (ha) onwards; protective forests upstream from 50 hectares (ha) onwards; windbreak, sand barrier, wave barrier, and environmental protection forests from 500 hectares (ha) onwards; production forests from 1000 hectares (ha) onwards;

c) Projects and construction works requiring a change in land use purpose for irrigated rice fields with two or more crops from 500 hectares (ha) onwards;ìProjects and construction works necessitating relocation and resettlement of at least 20,000 people in mountainous regions, and at least 50,000 people in other regions;

d) Projects and construction works invested in areas with national monuments of special historical and cultural significance; scenic spots ranked at the national level;

Projects and construction works invested in areas of particular importance to the country regarding national defense and security; trProjects and construction works that require special mechanisms and policies;

e) National key projects invested abroad must meet one of the following criteria:

g) Total foreign investment capital from 20,000 billion VND onwards, including state investment capital from 7,000 billion VND onwards;

h)||| Projects and construction works that require special mechanisms and policies shall be decided by the National Assembly;ngParticularly important projects determined by the Prime Minister;

- State capital investment to establish new enterprises wholly owned by the state:

- State capital investment to establish new enterprises in the following sectors, fields, and regions:

- Sectors and fields providing essential products and services to society, directly serving national security and defense;

2. Sectors and fields applying high technology, driving rapid development in other sectors and the entire economy, requiring significant investment;

a) Regions with extremely difficult socio-economic conditions where other economic components do not invest;

- The Prime Minister decides on the list of sectors and fields specified in this Clause;

- State capital investment to establish subsidiaries of enterprises must aim to serve and support the main business of the enterprise;

- Additional paid-in capital contributions can only be made for state-owned enterprises holding 100% of the charter capital according to the classification criteria and list of state-owned enterprises determined by the Prime Minister during each period but have not been adequately funded by the state;

b) State capital investment to maintain or increase the state's participation ratio in other enterprises, including: lOther enterprises operating in the provision of public utility products and services, directly serving national security and defense;

c) Other enterprises operating in industries significantly impacting sectoral and territorial economic development and required to hold controlling shares according to the Prime Minister's decision during each period;logoAcquiring part or all of the equity of other economic components' enterprises to adjust the economic structure according to the Prime Minister's decision during each period;development phát triển nhà và công sở,development7. The Prime Minister has the authority to decide on state capital investment in enterprises; trThe Prime Minister decides on state capital investment in enterprises to implement key state projects stipulated in Article 6 of this Decree after the Government submits them to the National Assembly for approval;policiesDeciding on state capital investment to establish state economic groups; supplementing the registered capital of state economic groups and the State Capital Investment Corporation during their operation;on Deciding on additional state capital investment in state economic groups after shareholding;

3. Deciding on state capital investment to acquire part or all of the equity of other enterprises at the request of the industry management ministry or provincial People's Committee;policiesThe minister of the industry management ministry or the chairman of the provincial People's Committee decides on state capital investment in enterprises to:

4. Decide on state capital investment to establish enterprises under the industry management ministry or provincial People's Committee after approval by the Prime Minister of the establishment plan;

a) Decide on additional registered capital contributions during the operation of enterprises. For enterprises established by the industry management ministry, agreement with the Ministry of Finance is required;

b) Decide on increasing state capital contributions in other enterprises where the industry management ministry or provincial People's Committee is the owner;

5. Lead and coordinate with the Ministry of Finance and the Ministry of Planning and Investment to review plans to acquire part or all of the equity of other enterprises belonging to other economic components proposed by the industry management ministry or provincial People's Committee and submit them to the Prime Minister for decision;

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MANAGEMENT OF STATE CAPITAL INVESTMENT IN OTHER ENTERPRISESrime Minister c8. Rights and responsibilities of the industry management ministry and provincial People's Committee regarding state capital investment in other enterprises

1. Rights of shareholders, contributing members, joint venture partners as prescribed by law and the articles of association of other enterprises;

a) Appoint, dismiss, reward, and discipline representatives at other enterprises, decide salaries, allowances, bonuses, and benefits for representatives, except when representatives are already receiving salaries from other enterprises;

b) Require representatives to report periodically or urgently on business results and financial status of other enterprises;policiesAssign tasks and instruct representatives to protect lawful rights and interests of the state in other enterprises. Request representatives to report on the execution of their duties, powers, and responsibilities, especially in managing enterprises with controlling shares to achieve state goals and strategies; provide guidance through written instructions when representatives seek advice;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP Decide within their authority on increasing or recovering state capital investments in other enterprises according to laws and the articles of association of other enterprises;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPSupervise and inspect the activities of representatives, identify shortcomings and weaknesses of representatives to prevent, handle, and correct promptly;

c) Monitor the recovery of state capital investments in other enterprises and the distribution of profits from other enterprises.ANNEX I.A[31]Rights of shareholders, contributors, and joint venture partners according to the law and the charter of the other enterprise.Coat.

d) Appoint, dismiss, reward, and discipline the Representative in the other enterprise, decide salaries, allowances, bonuses, and benefits for the Representative, except when the Representative already receives salary from the other enterprise.

2. Require the Representative to report periodically or unexpectedly on the business results and financial situation of the other enterprise.

a) Assign tasks and direct the Representative to protect lawful rights and interests of the State in the other enterprise. Require the Representative to report on the implementation of their duties, powers, and responsibilities, especially in determining the direction of enterprises with controlling shares to achieve State goals and strategies; provide opinions and direct through written requests when the Representative seeks advice.on Decide within their authority on increasing or recovering state capital investment in other enterprises according to the law and the charter of the other enterprise.

b) Supervise and inspect the activities of the Representative, identify shortcomings and weaknesses of the Representative to prevent, handle, and correct them promptly.

c) Monitor the recovery of state capital investment in other enterprises, the distribution of profits from other enterprises.

d) Attract strategic investors both domestic and foreign to participate in capital investment.policies 13. Principles for transferring state capital invested in enterprisesầThe transfer of state capital invested in enterprises must have a plan approved by the competent authority.policies When implementing the transfer of state capital invested in enterprises, it must be conducted openly and transparently, effectively, minimize losses as much as possible, and create conditions for enterprise development.policiesThe transfer of state capital invested in enterprises related to land must be carried out in accordance with the laws on land.

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14. Methods for transferring state capital invested in enterprises

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For enterprises where the State holds 100% of the registered capital, the process of shareholding reform will be implemented according to the regulations on shareholding reform of enterprises where the State holds 100% of the registered capital.

1. For the transfer of state capital in joint-stock companies:, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP Through the trading system of the Stock Exchange.

2. Directly.

3. Request the Representative to report periodically or unexpectedly on the business results and financial situation of other enterprises.councillORS|||

4. Assign tasks and instruct the Representative to protect the lawful rights and interests of the State at other enterprises. Request the Representative to report on the performance of their duties, powers, and responsibilities, especially in determining the direction of enterprises with controlling shares or capital contributions to achieve national goals and strategies; provide opinions when the Representative seeks advice.national|||ớ|||policies|||policies|||logo|||

5. Decide within their authority on increasing investment capital or recovering investment capital in other enterprises according to the law and the Articles of Association of other enterprises.

6. Monitor and supervise the activities of the Representative, identify shortcomings and weaknesses of the Representative to prevent, handle, and correct them promptly.concerning the classification and determination of state management authority in the field of crop production|||This Resolution takes effect from the date it is adopted by the National Assembly.|||

7. Supervise the recovery of investment capital in other enterprises, the distribution of profits from other enterprises.

8. Be responsible for the effectiveness of capital investment usage, preservation, and development.

9. Carry out other rights and responsibilities as prescribed by law.

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9. Rights and Responsibilities of the Representative

1. Rights and Responsibilities of the Representative

a) The representative shall exercise the rights and responsibilities of the state capital owner at another enterprise in accordance with the law; fulfill the tasks assigned by the owner when deciding on issues stipulated in Article 8 of this Decree. Timely report to the owner on the situation of the enterprise operating at a loss, unable to ensure payment capability, failing to achieve goals and tasks assigned by the owner, or other violations.

b) The representative must seek the owner's opinion in writing before participating in discussions, voting, and making decisions at shareholders' meetings, board meetings,ồmanagement council meetings, member meetingsồbusiness operations, objectives, tasks, strategies, production and business plans, investment and development plans; restructuring, dissolution,on bankruptcy; promulgating, amending, and supplementing the charter; increasing or decreasing registered capital; nominating candidates for election, dismissal, removal, commendation, and handling of violations against members of the management council, member council, General Director (Director), Deputy General Director (Deputy Director); profit distribution and reserve fund allocation and utilization, annual dividends.developmentRegulations, amendments, and supplements to regulations; lWages, bonuses, and benefits of the Representative

2. A dedicated representative in the management and operation team of another enterprise shall enjoy salary, responsibility allowance (if applicable), bonuses, and other benefits as stipulated in that enterprise's charter and paid according to the law.

a) The representative concurrently holding a position||| Average excess income per member for the whole year: under 1,000 dong, tax 10%; under 1,500 dong, tax 15%; under 2,000 dong, tax 20%; under 2,500 dong, tax 25%; under 3,000 dong, tax 30%; under 3,500 dong, tax 35%; and 3,500 dong or more, tax 40%.in the management and operation team of another enterprise who does not participate in a dedicated capacity shall receive remuneration, wages, bonuses, responsibility allowances (if applicable), and other benefits paid by the owner according to the law.

b) When the representative is granted the right to purchase additional shares or convertible bonds according to the company's decision (except in cases where they purchase based on existing shareholder rights), they must report in writing to the owner. The state capital owner decides in writing the number of shares the representative can purchase based on their contribution level and the results of their tasks. The remaining portion belongs to the owner's purchasing rights. In cases where the representative is appointed as the state capital representative in multiple units, they have priority to exercise the purchasing right in one unit. The representative at a joint-stock company has the responsibility to transfer the remaining share purchasing rights to the state capital owner.

c) Standards for the Representative

3. The representative must meet the standards prescribed in Clause 2, Article 48 of the Enterprise Law and government regulations regarding the application of the Civil Servant Law to leadership and management positions in wholly state-owned limited liability companies and individuals appointed as state capital representatives in enterprises with state capital contributions.

Reporting System of the Representativeớc.

4. Based on financial reports and other reports of the enterprise where the representative is appointed, periodically every quarter and at the end of the fiscal year, or promptly upon the owner's request, the representative must compile and evaluate the business and financial situation, propose measures to address difficulties and improve the efficiency of state capital investment in the enterprise and report to the capital owner.

10. Profit Distribution and DividendsnationalProfits and dividends from state capital investment in another enterprise shall be submitted to the Enterprise Restructuring and Development Support Fund. The representative is responsible for requesting another enterprise to submit profits and dividends to the Enterprise Restructuring and Development Support Fund.

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11. Decision to Increase, Decrease Capital, and Recover All State Capital Investment in Another EnterpriseứIncreasing state capital investment in another enterprise is carried out

1. The authority to decide on the plan to increase state capital investment in another enterprise is implemented according to Article 7 of this Decree.

2. Methods of increasing investment capital in another enterprise are regulated by law and the enterprise's charter. trIf another enterprise increases its capital and the relevant ministry or provincial people's committee does not need to invest additional capital, the ministry or provincial people's committee will consider and decide to transfer the right to purchase or contribute capital according to the law.

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Reducing capital or recovering all state capital investment in another enterprise is carried out through the transfer method as stipulated in Section 3, Chapter II of this Decree.

1. TRANSFER OF STATE CAPITAL INVESTMENT IN AN ENTERPRISE as follows: as follows:

a) 12. Purpose of Transferring State Capital Investment in an Enterprise

b) The state transfers part or all of the state capital investment in enterprises as prescribed in Article 5 of this Decree.

c) The purpose of transferring state capital investment in an enterprise is:

2. To restructure enterprises according to sectors and industries where the state does not continue to hold 100% of the registered capital.developmentTo recover state capital investment in another enterprise which is a joint-stock company or limited liability company operating in areas where the state does not need to maintain capital contributions.

Briefly describe technical improvements, production processes, raw materials, designs; new technology applications such as automation, digitalization, clean technology; management, marketing, distribution solutions; products winning awards or certifications related to innovation…):…ục 3

CTo attract strategic investors both domestically and internationally.

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13. Principles of Transferring State Capital Investment in an EnterprisenationalThe transfer of state capital investment in an enterprise must have a plan approved by the competent authority. 1. The contents and levels of expenditure from the state budget to support the implementation of initiatives as stipulated in Chapter II of this Circular are maximum levels. Based on the ability to balance resources, the Ministers of Ministries, Heads of central agencies, Provincial People's Councils, and centrally governed cities shall decide on specific contents and levels of expenditure for initiative activities that ensure appropriateness. When implementing the transfer of state capital investment in an enterprise, it must be transparent, effective, minimize losses as much as possible, and create conditions for enterprise development.

1. The transfer of state capital investment in an enterprise related to land must comply with laws on land.

2. 14. Methods of Transferring State Capital Investment in an Enterprise

a) For enterprises where the state holds 100% of the registered capital, when conducting shareholding, it shall be implemented according to the provisions on shareholdingớfor enterprises where the state holds 100% of the registered capital.

b) For the transfer of state capital investment in enterprises, it shall be carried out according to the provisions on the transfer of state capital investment in enterprises.

c) Attract strategic investors both domestic and foreign to participate in investment.

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13. Principles for transferring state-owned investment capital in enterprisesuted|||

1. The transfer of state-owned investment capital in enterprises must have a plan approved by the competent authority.

2. When implementing the transfer of state-owned investment capital in enterprises, it must ensure transparency, effectiveness, minimize losses as much as possible (if any), and create conditions for enterprise development.

3. The transfer of state-owned investment capital in enterprises related to land must be carried out in accordance with the laws on land.

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14. Methods for transferring state-owned investment capital in enterprisesNo.|||

1. For enterprises where the State holds 100% of the charter capital, the implementation shall follow the regulations on shareholding of enterprises where the State holds 100% of the charter capital.Coat |||Coat For the transfer of state-owned capital in joint-stock companies:

2. Through the trading system of the Stock Exchange.developmentThe transfer of state capital at joint-stock companies with one member or the transfer of state capital at joint-stock companies with two or more members to become a joint-stock company with multiple members shall be carried out in accordance with the provisions of the Enterprise Law. The transfer of capital must fully reflect the actual value of the state capital at the enterprise, including the value of land use rights granted in accordance with the law.development For the sale of enterprises held 100% of charter capital by the State, it shall be implemented in accordance with the regulations on selling enterprises.

3. As for the transfer of state capital at joint-stock companies:

4. Directly.

a) Joint-stock companies listed on the Stock Exchange shall conduct matching transactions or agree through the trading system of the Stock Exchange.ỏa The Ministry of Finance will provide detailed guidelines on the management, use, and depreciation period of assets under Clause 22.

b) Joint-stock companies not listed on the Stock Exchange but registered for trading on the securities trading system shall implement similar to the sale of shares of listed companies as stipulated in Point a Clause of this Article.

c) Joint-stock companies not falling under Points a and b of this Clause shall sell shares through public auction. In cases where only one investor registers to purchase shares or in cases permitted in writing by the Prime Minister,ì the sale of shares shall be conducted directly with the investor.ỏa 22. Leasing, mortgaging, pledging assetsớ||| investor.

Article

15. Authority to decide on the transfer of state investment capital at enterprisesANNEX I.A[31]Part

1. The Prime Minister decides on the transfer of state capital through share issuance; selling enterprises or converting enterprises established by the Prime Minister's decision into joint-stock companies with two or more members; deciding on the transfer of state investment capital at economic groups after share issuance.Coat||| sell enterprises or convert to a limited liability company with two or more members for enterprises established by the Prime Minister's decision; decide on the transfer of state capital investment in economic groups after shareholding reform.Coat.

2. The Minister of the managing sector, the Chairman of the People's Committee of the province decides on the transfer of state investment capital at enterprises established by themselves through share issuance; selling enterprises or converting enterprises into joint-stock companies with two or more members according to the new restructuring plan for enterprises approved by the Prime Minister. Deciding on the transfer of shares, contributions at other enterprises managed by the sectoral ministry, provincial people's committee as the owner of capital after receiving opinions from the Ministry of Finance, the Ministry of Planning and Investment.Coat16. Collection of proceeds from the transfer of state investment capital at enterprises, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPProceeds from the transfer of state investment capital at enterprises according to the methods prescribed in Article 14 of this Decree, after deducting related transfer costs, fulfilling obligations to the state budget as prescribed, resolving policies for surplus labor as prescribed by law, the remaining amount shall be deposited into the Fund for Enterprise Restructuring and Development.developmentMANAGEMENT AND USE OF THE ENTERPRISE RESTRUCTURING AND DEVELOPMENT SUPPORT FUNDpolicies 17. Management and use of the Enterprise Restructuring and Development Support Fund

Article

The Prime Minister decides on the establishment and promulgates the Regulations on management and use of the Enterprise Restructuring and Development Support Fund. Assigning the Ministry of Finance to perform state management functions, ensuring centralized, unified, and effective use of fund revenues.

Sources of revenue for the Enterprise Restructuring and Development Support Fund:

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Revenue from excess paid-in capital over authorized capital of enterprises approved by the owner as stipulated in Clause 4, Article 38 of this Decree.

Article

Revenue from share issuance and other forms of ownership conversion for enterprises held 100% of charter capital by the State.

Revenue from the transfer of state investment capital at other enterprises managed by the sectoral ministry, provincial people's committee as the representative owner of capital after deducting related transfer costs.

1. Revenue from post-tax profits of enterprises held 100% of charter capital by the State as stipulated in Point d, Clause 3, Article 38 of this Decree.

a) d) Revenue from dividends, profit distribution at other enterprises where the sectoral ministries, provincial people's committees act as representatives of the capital owners.

b) ||| Revenue from the shareholding reform.Coat ||| and other forms of ownership conversion for enterprises wholly owned by the State.

c) ||| Revenue from the transfer of state capital investment in other enterprises managed by Ministries, Provincial People's Committees as the owners of capital after deducting related transfer costs.ớ||| Revenue from post-tax profits of enterprises wholly owned by the State as stipulated in Point đ Clause 3 Article 38 of this Decree.

d) ||| Receipts from dividends and profit distributions at other enterprises managed by Ministries, Provincial People's Committees as the owners of capital.

đ) ||| Receipts from dividends and profit distributions at other enterprises managed by Ministries, Provincial People's Committees as the owners of capital.

e) Article h3cm Enterprise Restructuring Support Fund of Groups, Corporations, and Parent Companies.

g) Other revenues as prescribed by law.

2. Expenditures from the Enterprise Restructuring and Development Support Fund:

a) Supplementing registered capital for enterprises wholly owned by the State but lacking capital or newly established enterprises.

b) Purchasing part or all of the equity of enterprises belonging to other economic sectors.

c) Investing capital in joint-stock enterprises maintained by the State.

d) Investing in projects as decided by the Prime Minister.

d) Supporting surplus labor.

e) Other expenditures as prescribed by law.

Chapter

III

FINANCIAL MANAGEMENT FOR ENTERPRISES WHOLLY OWNED BY THE STATE

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MANAGEMENT AND USE OF CAPITAL AND ASSETS OF ENTERPRISES

Article

18. Registered Capital

1. For newly established enterprises:

The registered capital is determined in the enterprise establishment project approved by the competent authority. The maximum level of registered capital is set at 30% of the total investment amount forming assets of the enterprise, appropriate to each industry and field, ensuring normal operation according to the scale and designed capacity. In cases where the enterprise is established with full asset investment by the state budget, the level of registered capital is set equal to the total investment amount by the state budget.No.of the state budget.

2. Enterprises currently operating and requiring an increase in registered capital: Based on objectives, tasks, development strategies, expansion of scale, production and business activities, and specific characteristics of each type of enterprise, the owner approves the increase in registered capital for the enterprise. The additional level of registered capital adjustment is determined at a minimum for three years from the year of the decision to adjust the registered capital. trThe Prime Minister decides to increase the registered capital for enterprises established by the Prime Minister upon the proposal of the Ministry managing the sector, opinions of the Ministry of Planning and Investment, and the assessment of the Ministry of Finance.

a) The Minister of the Ministry managing the sector decides to increase the registered capital for enterprises established by the Ministry after obtaining written approval from the Ministry of Finance.

b) The Chairman of the Provincial People's Committee decides to increase the registered capital for enterprises established by the Provincial People's Committee.shall thỏa The Ministry of Finance guides the documentation, procedures, and methods for determining registered capital.

c) Rights and responsibilities for supplementing registered capital:

3. Enterprises use the Development Investment Fund to self-supplement the remaining registered capital after being approved by the competent authority. In cases where the Enterprise Restructuring Support Fund of the parent company (if any) is used to supplement the registered capital, it must be approved in writing by the Prime Minister.

4. The Ministry of Finance implements the provision of the remaining registered capital for enterprises whose registered capital has been increased by the Prime Minister or the Ministry managing the sector during their operations after the enterprises have supplemented from the sources specified in Point a of this Clause.

a) c) The Provincial People's Committee provides the remaining registered capital for enterprises whose registered capital has been increased by the Provincial People's Committee during their operations after the enterprises have supplemented from the sources specified in Point a of this Clause. In cases where the request for registered capital provision from the central government budget or other lawful sources managed centrally requires a plan reported to the Ministry of Finance for approval by the Prime Minister.

b) 19. Raising Capital

Forms of raising capital: Issuing bonds; borrowing from credit institutions, other financial organizations, individuals, and organizations outside the enterprise; borrowing from employees, and other forms of raising capital as prescribed by law.Principles of raising capital:nationalThe raising of capital must comply with the approved plan ensuring the ability to repay debt. The approver of the capital-raising plan must bear responsibility for checking and supervising to ensure that raised capital is used for its intended purpose, for the intended recipient, and effectively. For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;Borrowing by economic organizations, state-owned enterprises, and businesses must be carried out through a loan agreement with the lending economic organization or individual in accordance with the law; the maximum interest rate for domestic borrowing shall not exceed the interest rate for loans of the same term offered by commercial banks where the enterprise maintains its transaction account at the time of borrowing; if the enterprise maintains transaction accounts with multiple banks, the maximum direct borrowing interest rate shall not exceed the highest interest rate for loans of the same term offered by commercial banks where the enterprise maintains its transaction accounts. lThe raising of capital from foreign organizations and individuals is implemented in accordance with laws on foreign borrowing. Self-borrowing and repayment by enterprises are carried out in accordance with regulations stipulated in relevant legal documents on foreign borrowing. The Ministry managing the sector and the Provincial People's Committee approve the policy of foreign borrowing by enterprises and request the Ministry of Finance to review and approve.

Article

Issuing bonds to raise capital for serving core business activities is carried out in accordance with laws on bond issuance for enterprises as stipulated in the Law on Enterprises and related documents on bond issuance for enterprises.

1. Authority to Approve Capital-Raising Plans: organization Enterprises have the right to proactively raise capital for production and business activities, ensuring that the ratio of debt payable to net worth of the enterprise does not exceed three times, including guarantees for borrowing by enterprises with parent company equity contributions as stipulated in Clause 4 of this Article. Among which: The Board of Directors or the Chairman of the Company decides on capital-raising plans not exceeding 50% of the enterprise's registered capital or a smaller percentage specified in the enterprise's charter. If the Board of Directors or the Chairman of the Company delegates the decision-making power for capital-raising plans to the General Director or Manager, the specific delegation must be recorded in the Charter and Financial Regulations of the enterprise.

2. For enterprises where the total capital-raising needs exceed the provisions of Point a of this Clause for investing in important projects, they must report to the owner for examination and decision based on the projects' ability to repay debts and effectiveness. The owner is responsible for notifying the Ministry of Finance to coordinate monitoring and supervision.

a) ||| The raising of capital must has ||| be carried out according to the approved plan ensuring the ability to repay debts. The person approving the capital-raising plan shall bear responsibility for monitoring and ensuring that the raised capital is used for its intended purpose, for the appropriate target, and effectively.

b) ||| Economic organizations, public institutions, and enterprises must implement borrowing through a loan agreement with economic organizations or individuals lending in accordance with the law; the maximum interest rate for domestic borrowing shall not exceed the interest rate for loans of the same term offered by commercial banks where the enterprise has transaction accounts at the time of borrowing; if the enterprise has transaction accounts in multiple banks, the maximum direct borrowing interest rate shall not exceed the highest interest rate for loans of the same term offered by commercial banks where the enterprise has transaction accounts.June 2024; Personnel tr||| Borrowing of foreign capital by organizations and individuals shall be carried out in accordance with the provisions of laws on foreign borrowing. Self-borrowing and self-repayment by enterprises shall be implemented in accordance with the regulations of relevant legal documents on foreign borrowing. The Ministry managing the industry, the Provincial People's Committee shall approve the policy of foreign borrowing by enterprises and propose the Ministry of Finance to review and approve.ANNEX I.A[31]||| Issuing bonds to serve the main business activities shall be carried out in accordance with the provisions of the Law on Enterprises and related legal documents on issuing corporate bonds.national||| Issuing bonds by enterprises as stipulated in the Law on Enterprises and related legal documents on issuing corporate bonds.national||| Authority to approve capital-raising plans:

c) ||| Enterprises have the right to proactively raise capital for production and business operations ensuring that the ratio of debt to equity of the enterprise does not exceed three times, including guarantees for borrowing by affiliated enterprises with capital contributions according to Clause 4 of this Article. In which: The Board of Members or the Chairman of the Company decides on capital-raising plans not exceeding 50% of the charter capital of the enterprise or a smaller percentage specified in the Articles of Association of the enterprise. In cases where the Board of Members, the Chairman of the Company delegates to the General Director, the Director to decide on capital-raising plans, the specific delegation level must be recorded in the Articles of Association and Financial Regulations.councillORS||| For enterprises whose total capital-raising needs exceed the provisions of Point a Clause of this Article to invest in important projects, they must report to the owner for consideration and decision based on the capital-raising projects ensuring the ability to repay and effectiveness. The owner is responsible for notifying the Ministry of Finance to coordinate monitoring and supervision.

d) ||| , rest areas, changing rooms, toilets, clean water tanks, parking lots, medical examination and treatment rooms or clinics, transportation vehicles for workers, training facilities, teaching facilities (including housing for workers invested and constructed by the enterprise).on ||| Fixed assets from non-repayable aid after being handed over by authorized agencies to enterprises for scientific research purposes.policies||| The Ministry of Finance shall provide detailed guidelines on the management, use, and depreciation period of such assets.amend22. ||| Leasing, mortgaging, pledging assets

3. ||| Enterprises have the right to lease, mortgage, or pledge their assets according to the principle of efficiency, preservation, and development of capital as prescribed by law.

a) ||| The Board of Members or the Chairman of the Company decides on leasing contracts for assets valued under 50% of the enterprise's charter capital.u||| The authority to decide on using enterprise assets for mortgage or pledge to borrow capital is implemented according to the provisions of Article 19 of this Decree.THE ||| For enterprises established to regularly and stably produce and supply public goods directly serving national defense and security, when leasing, mortgaging, or pledging assets directly serving these tasks, approval from the owner is required. joint, stock,.

b) ||| The use of assets for leasing, mortgaging, or pledging must comply strictly with the provisions of the Civil Code and other relevant laws.shall 23. ||| Liquidation, sale of fixed assets tr||| Enterprises have the right to proactively and implement the sale or liquidation of fixed assets that are damaged, obsolete, or no longer needed or usable to recover capital on the principle of transparency and preservation of capital.national||| and supplying public goods, directly serving national defense and security, when selling assets directly serving these tasks, approval from the owner is required.

4. The parent company has the right to guarantee loans for wholly-owned subsidiaries (subsidiaries with 100% paid-in capital owned by the parent company) from banks and credit institutions in accordance with the provisions of the law. The total value of loan guarantees provided for one subsidiary shall not exceed the value of the parent company's contribution to the subsidiary's paid-in capital.

In cases where subsidiaries with contributions from the parent company require guarantees, the parent company may provide guarantees according to the principle that the percentage of the guarantee for each loan shall not exceed the percentage of the parent company's contribution in the guaranteed subsidiary and the total value of loan guarantees shall not exceed the actual contribution of the parent company in the guaranteed subsidiary.

The total value of loan guarantees provided by the parent company for wholly-owned subsidiaries and subsidiaries with contributions from the parent company shall not exceed the parent company's equity but must ensure the debt-to-equity ratio prescribed in Point a Clause 3 of this Article. The parent company is responsible for monitoring the proper use of borrowed funds and timely repayment of debts for loans guaranteed by the parent company for subsidiaries.in The owner closely monitors the raising and use of raised capital at enterprises. In cases where enterprises use raised capital for purposes other than those intended or raise capital exceeding three times the enterprise's equity without the owner's approval, the enterprise's ownership body is responsible for coordinating with the Ministry of Finance to inspect, report to the Prime Minister for consideration and decision, and handle responsibility towards the Board of Members or the Chairman of the Company in accordance with current laws.

5. Investment, construction, and procurement of fixed assets by enterprisesnationalEnterprises must develop a five-year investment development project plan, including a list of investment projects from Group B and above as stipulated by the law on project management or another lower level specified in the Enterprise Charter to be submitted for the owner's approval.No.Authority to decide on investment, construction, and procurement of fixed assets by enterprises:

Article

The Board of Members or the Chairman of the Company decides on investment, construction, and procurement of fixed assets valued less than 50% of the enterprise's paid-in capital, but not exceeding the Group B project level as stipulated by the law on project management. The authority delegated to the Board of Members or the Chairman of the Company must be recorded in the Enterprise Charter. Larger projects beyond the delegation level are decided by the enterprise's owner.

The Board of Members or the Chairman of the Company decides to delegate authority to the General Director or Manager of the enterprise to decide on investment, construction, and procurement of fixed assets within their authority. lProcedures and formalities for investment, construction, and procurement of fixed assets are carried out in accordance with the law on project management.

1. Investment and procurement of transportation means for enterprise operations:

a) Management positions in enterprises using transportation means for commuting between residence and workplace, business trips, and common enterprise activities comply with the Prime Minister's regulations. The acquisition or replacement of transportation means is decided by the Board of Members or the Chairman of the Company. In cases where authority is delegated to the General Director or Manager to decide on new acquisitions, it must be specifically stated in the Enterprise Charter or financial management regulations.ầThe person deciding on investment, construction, and procurement of fixed assets is responsible if such investments are inappropriate, technologically outdated, or unusable. For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;21. Depreciation of Fixed AssetsN ||| declaration of customs import procedures. Principles of Depreciation

All existing fixed assets of the enterprise must be depreciated except for the following:Deputy ministers of ministerial-level agencies,Fixed assets that have been fully depreciated but are still in use for production and business activities.

b) Fixed assets that have not yet been fully depreciated but have been lost.

2. Other fixed assets managed by the enterprise but not owned by the enterprise (excluding finance lease assets).

Fixed assets not managed, tracked, or accounted for in the enterprise's books. Drills on some aspects of provincial defense zones d) Fixed assets used in welfare activities serving employees (excluding fixed assets serving employees working at the enterprise such as: rest rooms during shifts, mid-shift dining rooms, changing rooms, bathrooms, clean water tanks, parking lots, medical clinics for diagnosis and treatment, employee shuttle buses, training facilities, dormitories for employees built by the enterprise).

3. Fixed assets from non-repayable aid after being handed over by the competent authority to serve scientific research work.

Article

The Ministry of Finance will provide detailed guidelines on the management, use, and depreciation period of fixed assets.No. 22. Leasing, Pledging, and Hypothecation of Assets

1. Enterprises have the right to lease, pledge, and hypothecate assets in accordance with the principles of efficiency, asset preservation, and development as prescribed by law.

The Board of Members or the Chairman of the Company decides on leasing contracts for assets valued under 50% of the enterprise's paid-in capital.

a) Authority to decide on using enterprise assets for pledging or hypothecation to secure loans is implemented in accordance with Article 19 of this Decree.

b) For enterprises established to regularly and stably produce and supply public goods directly serving national defense and security, leasing, pledging, or hypothecating assets directly serving these tasks requires the owner's approval.

c) The use of assets for leasing, pledging, or hypothecation must strictly comply with the Civil Code and other relevant laws.

d) 23. Liquidation and Sale of Fixed Assets

Enterprises have the right to proactively liquidate and sell obsolete, technologically outdated, or unused fixed assets to recover capital on the principle of transparency and asset preservation.||| Clearly identify the reasons for the inability to recover capital and report to the owner and the financial agency at the same level before selling fixed assets to ensure supervision. ||| If the actual operating results do not meet the approved plan, and the enterprise does not need to continue exploiting and using the asset, and the sale of the asset cannot recover enough investment capital leading to the enterprise being unable to repay borrowed funds according to the contract or loan agreement, then the responsibilities of those involved must be clarified and reported to the owner for handling according to the law.on||| This Article.

e) ||| Unrecoverable receivables, the enterprise is responsible for compensating losses from related individuals or groups, the remainder will be offset by the provision for doubtful receivables. If there is still a shortage, it will be recorded as business expenses of the enterprise.

2. Enterprises have the right to lease, mortgage, or pledge their assets according to the principle of efficiency, preservation, and development of capital as prescribed by law.No. provisions.

Independence - freedom - happiness

ANNEX I.A[31]The Board of Members or the Chairman of the company decides on leasing contracts with values below 50% of the enterprise's charter capital.

1. The authority to decide on using enterprise assets for mortgage or pledge to borrow funds shall be implemented in accordance with Article 19 of this Decree.

a) For enterprises established to regularly and stably produce and supply public goods, directly serving national defense and security, when leasing, mortgaging, or pledging assets directly serving these tasks, approval from the owner is required.

b) The use of assets for leasing, mortgaging, or pledging must comply strictly with the provisions of the Civil Code and other relevant laws.

2. 23. Liquidation, sale of fixed assets

3. Enterprises have the right to proactively and implement the sale or liquidation of fixed assets that are damaged, technologically obsolete, not needed, or unusable to recover capital based on the principles of transparency, fairness, and capital preservation.

Article

production and supply of public goods, directly serving national defense and security, when selling assets directly serving these tasks, approval from the owner is required.

1. Clearly identify the reasons for the inability to recover capital and report to the owner and the same-level finance agency before selling fixed assets to facilitate supervision.

2. Authority to decide on the liquidation and sale of fixed assets:

a) The Board of Members or the Chairman of the company decides on plans for the liquidation and sale of assets with remaining value under 50% of the charter capital of the enterprise but not exceeding the project level B threshold.

For plans to liquidate or sell fixed assets with a value greater than the classification level assigned to the Board of Members and the Chairman of the company, the Board of Members and the Chairman must report to the owner for decision.

b) For enterprises established to regularly and stably produce and supply public goods, directly serving national defense and security, when selling assets directly serving these tasks, the consent of the owner is required.of the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home AffairsAccording to the approved plan, if the enterprise does not need to continue exploiting and using the asset and the sale of the asset cannot recover the full investment capital leading to the enterprise being unable to repay loans according to the agreement or loan contract, then the responsibility of those involved must be clarified and reported to the owner for handling in accordance with the law.rime Minister cThis Article.ồUnrecoverable receivables, the enterprise has the responsibility to compensate individuals or groups involved, the remaining amount is covered by the provision for doubtful debts. If there is still a shortage, it is recorded as business expenses of the enterprise;

c) In cases where the plan to sell fixed assets of the enterprise cannot recover the full amount of invested capital, the enterprise must clearly identify the reasons for the inability to recover the capital, report to the owner and the financial authority at the same level before selling the fixed assets to ensure supervision. trconsistent with accounting standards and current tax laws.

d) In the case of newly invested fixed assets that do not generate economic efficiency as approved in the initial plan, if the enterprise does not have the need to continue exploiting and using them and the sale of such assets cannot recover the full amount of investment capital leading to the enterprise being unable to repay loans according to loan agreements, the responsibility of those involved must be clarified and reported to the owner for handling in accordance with the law. lRevenue includes revenue from production and business activities and financial activities, includingpolicies Revenue from production and business activities is the total amount of money receivable generated during the period from selling products, goods, and providing services by the enterprise. For enterprises providing public goods and services, revenue also includes government subsidies when the enterprise fulfills the assigned state tasks but the income is insufficient to cover costs.ầlottery,nationalsecurities,development Stock Exchanges, Securities Depository Centers must be approved in writing by the Prime Minister.

d) For the sale and liquidation of assets in certain special sectors (tobacco production, ships, aviation...), in addition to complying with the provisions of this Decree, they must also follow the regulations stipulated in specialized legal documents.

3. Methods for Liquidation and Sale of Fixed Assets: The sale of fixed assets shall be carried out through public auction via an organization authorized to conduct asset auctions or the enterprise may organize it publicly in accordance with the procedures and formalities prescribed by the law on asset auctions. In cases where the remaining value of fixed assets recorded in accounting books is less than 100 million VND, the General Director or Director has the authority to choose between auctioning or negotiating the sale, but the price must not be lower than the market price. If there is no transaction record for the fixed asset in the market, the enterprise may hire an organization authorized to appraise the value to determine the basis for selling the asset through the aforementioned methods.

The Ministry of Finance shall prescribe the procedures and formalities for the liquidation and sale of assets.

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24. Management of Inventory Goods

1. Inventory goods refer to goods purchased by the enterprise for sale that remain unsold, raw materials, materials, tools, equipment inventory, goods in transit, unfinished products during production, completed products not yet warehoused, finished products in stock, finished products on consignment sale. trThe enterprise has the right and responsibility to promptly handle obsolete, deteriorated, outdated, technologically backward, stagnant, and slow-moving inventory goods to recover capital. The authority to decide on their disposal is regulated in Clause 2, Article 23 of this Decree.

2. At the end of the accounting period, if the original cost of inventory goods recorded in the accounting books exceeds the recoverable net value, the enterprise must establish a provision for the reduction in value of inventory goods in accordance with Clause 3, Article 34 of this Decree.councillORSPolitical organizations and political-social organizations may apply this Decree to organize investment, manage capital, and assets in enterprises they own.

3. 25. Management of Receivables and Payables lManagement of Receivables

Article

Responsibilities of the Enterprise:

1. Establish and issue management regulations for receivables, assign and clearly define the responsibilities of collectives and individuals in tracking, recovering, and settling accounts receivable;

a) Maintain ledgers for receivables by debtor category; regularly classify receivables (current receivables, difficult-to-collect receivables, unrecoverable receivables), and urge recovery;

- The Board of Members, the Chairman of the company, the General Director, and the Director of the enterprise are responsible for promptly handling difficult-to-collect receivables and unrecoverable receivables. If they fail to handle unrecoverable receivables in a timely manner as stipulated herein, they will be relieved of their positions as if they had reported false financial conditions of the enterprise two or more times. If failure to handle in a timely manner leads to loss of capital belonging to the owner of the enterprise, they will bear responsibility before the owner and the law;

- When determining receivables as difficult-to-collect, the enterprise must establish a provision for difficult-to-collect receivables in accordance with Clause 3, Article 34 of this Decree;

- Unrecoverable receivables, the enterprise has the responsibility to compensate from related individuals and groups, the remainder is covered by the provision for difficult-to-collect receivables. Any shortfall is recorded as business expenses of the enterprise;policiesAfter handling as above, the enterprise still needs to track unrecovered amounts outside the balance sheet and organize recovery. Recovered amounts are recorded as income of the enterprise.No.Rights of the Enterprise:policiesThe enterprise has the right to sell overdue receivables, difficult-to-collect receivables, and unrecoverable receivables to recover capital. The enterprise can only sell debts to economic organizations authorized to engage in debt buying and selling, and cannot sell directly to debtors. The selling price of receivables is agreed upon by both parties and each party bears responsibility for the decision to sell receivables. In cases where selling debts leads to the enterprise suffering losses, losing capital, or losing its ability to pay, resulting in the enterprise having to dissolve or go bankrupt, the Board of Members, the Chairman of the company, and those directly related to the generation of these receivables must compensate and be handled in accordance with the law and the Articles of Association of the enterprise.ớManagement of Payables of the Enterprise:

- Maintain detailed records of all payables including interest payable.

- Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairmen of Provincial People's Committees, Chairmen of the Board of Members, Chairmen of companies, General Directors, Directors of enterprises where the State holds 100% of the charter capital, and Representatives for the portion of state-owned investment capital in other enterprises are responsible for enforcing this Decree./.concerning the classification and determination of state management authority in the field of crop productionợc bù đắp bằng khoản dự phòng nợ phải thu khó đòi. Nếu còn thiếu thì hạch toán vào chi phí kinh doanh của doanh nghiệp;

- Debts that cannot be recovered after being processed as above, the enterprise must still monitor outside the balance sheet account and organize recovery. The amount recovered shall be recorded as income of the enterprise.

b) Rights of the enterprise:

The enterprise has the right to sell overdue receivables, difficult-to-collect receivables, and unrecoverable receivables to recover capital. The enterprise may only sell debts to economic organizations with the function of buying and selling debts, and may not sell debts directly to debtors. The selling price of the debts is agreed upon by the parties involved and each party bears responsibility for the decision to sell the receivables. In cases where selling debts leads to the enterprise suffering losses, losing capital, or losing its ability to pay, resulting in the enterprise having to dissolve or go bankrupt, the members of the Board of Directors, the Chairman of the company, and those directly related to the occurrence of these debts must compensate and be dealt with according to the provisions of the law and the Articles of Association of the enterprise.nationalManagement of payable debts of the enterprise:

2. Open

a) and maintain detailed records of all payable debts, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP including interest payable on the balance sheet separately. When fixed assets are completed and put into use, exchange rate differences arising during the construction period shall be gradually allocated to financial income or expenses over a maximum period of five years from the date of asset utilization.õor the Chairman of the company trdevelop plans to handle losses and submit them to the owner and the competent financial authority. After receiving comments from the financial authority, the owner decides on the handling of losses within their authority;

b) Pay debts due according to the committed deadlines. Regularly review, assess, and analyze the debt repayment capacity of the enterprise to detect early difficulties in debt repayment and promptly address them to prevent overdue debts from arising. Debts that do not need to be paid or have no payee shall be recorded as income of the enterprise.

Article

26. Exchange rate differences

Exchange rate differences arise when settling monetary items with foreign currency origins or when reporting monetary items with foreign currency origins at exchange rates different from those used for accounting or previously reported in financial statements.°The treatment of such exchange rate differences is as follows:

1. During the initial investment construction phase to form fixed assets of newly established enterprises,ớexchange rate differences arising from settling monetary items with foreign currency origins for investment purposes and from re-evaluating monetary items with foreign currency origins at year-end are reflected separately on the balance sheet. When fixed assets are completed, exchange rate differences arising during the investment construction phase shall be gradually allocated to financial income or expenses over a maximum period of five years from the date of asset utilization.Invest using the enterprise's own capital to invest outside the enterprise. The use of assets related to land to invest outside the enterprise must comply with the laws on land. The investment of the enterprise's capital in another enterprise must comply with the provisions of the law, be consistent with the enterprise's strategy, planning, and development plan, not affect the business operations assigned by the owner, and ensure the principles of effectiveness, preservation, and development of investment capital.

2. For enterprises engaged in production and business operations, including investment construction to form assets, exchange rate differences arising from settling monetary items with foreign currency origins and re-evaluating monetary items with foreign currency origins at year-end are recorded as financial income or expenses of the enterprise in the relevant year.

The Ministry of Finance shall provide guidance on handling exchange rate differences.

Article

27. Inventorying assets

1. Enterprises must organize periodic or ad hoc inventory checks to determine the quantity of assets (fixed assets and long-term investments, current assets and short-term investments), reconcile receivables and payables under the following circumstances: when closing the books to prepare annual financial reports; when implementing decisions to divide, merge, consolidate, or change ownership; after natural disasters or enemy attacks; or due to other reasons causing asset fluctuations in the enterprise; or as prescribed by the State. Statistics on excess or missing assets, uncollectible debts, and overdue debts should clearly identify the causes, responsibilities of related organizations and individuals, and determine material compensation amounts according to regulations.nationalInventory check processingnationalProcessing asset losses after inventory checks

2. Asset losses include lost, missing, damaged, deteriorated, obsolete, technologically outdated, and surplus inventory identified through periodic and ad hoc inventory checks. The enterprise must determine the value of the loss, its cause, responsibility, and process it as follows:

a) If the loss is due to subjective reasons, the person responsible must compensate according to the law. The Board of Members or the Chairman of the company decides on the compensation amount according to the law and bears responsibility for their decision.

Insured assets, if they suffer losses, shall be processed according to the insurance contract.

- The value of the asset loss, after compensating with personal, collective, or insurance organization funds, the remaining shortfall is recorded as production and business expenses for the period.

- In special cases where losses are caused by natural disasters or irresistible forces, and the enterprise cannot self-recover, the Board of Members or the Chairman of the company develops a loss processing plan to submit to the owner and competent financial authority. After receiving comments from the financial authority, the owner decides on the loss processing according to their authority.

- The enterprise is responsible for promptly processing asset losses; failure to do so will result in the Board of Members, the Chairman of the company, the General Director, and the Enterprise Manager bearing responsibility before the owner as if they had inaccurately reported the enterprise's financial situation.

- Excess assets after inventory checksêEnterprise investing capital in another enterprise lAn enterprise investing capital in a wholly-owned limited liability company shall exercise rights and responsibilities as prescribed by the Enterprise Law.

- Excess assets after inventory checks are the difference between the actual inventory assets and the recorded assets in the accounting books. The value of excess assets discovered through inventory checks is recorded as income of the enterprise.

b) Revaluation of assets

Enterprises shall conduct asset revaluation in the following situations:

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Pursuant to a decision by a competent state agency.

1. Implementing ownership conversion: shareholding, sale, or other forms of ownership conversion.

a) Using assets to invest outside the enterprise.

b) Other cases as prescribed by law.

c) Asset revaluation must comply with state regulations. Any increases or decreases in asset values resulting from revaluation as stipulated in Clause 1 of this Article shall be implemented according to specific provisions for each case.

d) 29. Investment outside the enterprise

2. Principles of investment outside the enterprise

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Enterprises have the right to use assets under their management, which were invested using enterprise capital, to invest outside the enterprise. Investments involving land must comply with laws on land.

1. Enterprise capital investments in other enterprises must comply with legal provisions, align with the enterprise's strategic plans, planning, and development plans, not affect the enterprise's production and business activities assigned by the owner, and ensure efficiency, preservation, and development of investment capital.

a) Enterprises may not contribute capital or invest in real estate sectors (except those whose main business is in the real estate sector) or purchase shares in banks, insurance companies, securities companies, venture capital funds, stock investment funds, or securities investment companies, except in special cases decided by the Prime Minister.ầThe rights and responsibilities of an enterprise investing capital in another enterprise are as follows:

b) Other measures to preserve the enterprise's equity capital according to the provisions of the law.nationalPrinciples for establishing reserve accounts:

c) The aforementioned reserve accounts shall be recorded as operating expenses in the annual report at the time of preparing the financial statements of the enterprise, ensuring that the enterprise has financial resources to cover potential losses in the following year.

d) A business that has contributed capital or invested in areas specified in Point c of this Clause, if not permitted by the Prime Minister to invest, must have a restructuring plan and divest all invested capital according to the decision of the competent authority.

d) The business shall not participate in contributing capital to purchase shares, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP of other businesses where the management, operation, or main owner of this business is the spouse, father, mother, child, or full sibling of the Chairman and member of the Board of Members, Supervisor, General Director (Deputy General Director), Director (Deputy Director), and Chief Accountant of that business.

2. Forms of investing capital outside the business:

a) Contributing capital or purchasing shares to establish a joint-stock company, limited liability company, or contributing capital for a business cooperation contract without forming a new legal entity.

b) Purchasing shares or contributing capital in joint-stock companies, limited liability companies, b) Scope of resolution of taskslimited partnership enterprises currently operating.

c) Acquiring another business toìform a new legal entity.

d) Purchasing treasury bills, bonds to earn interest.

d) Other forms of investment outside the business as prescribed by law.

3. Authority to decide on projects to invest capital outside the business:

a) The Board of Members or the Chairman of the company decides on projects to invest capital outside the business after approval of the principal.

b) The owner of the business decides on joint venture capital contributions with foreign investors in Vietnam; investments or capital contributions to establish businesses abroad; decides on acquiring businesses belonging to other economic sectors; investments in businesses established primarily, regularly, and stably to provide public goods, services, defense, and security; decides on other financial investment projects not within the authority of the Board of Members or the Chairman of the company.

4. In addition to the cases prohibited from participating in capital contributions as stipulated in Points c and d of Clause 1 of this Article, the business is also restricted in the following forms of receiving investment capital:

a) The parent company shall not accept investment capital contributions from subsidiary companies.

b) Subsidiary For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;If the parent company holds 100% of the charter capital, the dependent company shall not contribute capital together with the parent company to establish a new business, nor shall it contribute capital to purchase shares when privatizing another subsidiary within the same group, corporation, or combined Parent Company - Subsidiary Company.

Each year, the Ministries managing industries, People's Committees of provinces have the responsibility to inspect and supervise the management and use of capital investments outside the business as prescribed. In casenationalthe business conducts capital investments outside the business not in accordance with the objects but does not adjust the investment structure as prescribed in Clause 1 of this Article, the Ministries managing the main business operations, People's Committees of provinces have the responsibility to coordinate with the Ministry of Finance to report to the Prime Minister for consideration and decision, and handle the responsibility of the Board of Members or the Chairman of the company according to current laws.

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30. Transfer of investments made outside the business

The sale of investments made outside the business shall be carried out in accordance with the Law on Enterprises, Securities Law, and current legal regulations, trincluding:

1. Methods of transfer:

Depending on the form of capital contribution, the enterprise shall carry out the transfer of investments in accordance with the provisions of the law, the articles of association of the enterprise with contributed capital, and the commitments in the business cooperation contracts of the parties.councillORSFor the transfer of capital of the enterprise at a single-member limited liability company or at a limited liability company with two or more members to become a limited liability company with multiple members, it shall be carried out in accordance with the principles prescribed in Clause 2 of Article 14 of this Decree.

a) For the transfer of investments at a listed joint-stock company on the securities market or registered for trading on the HOSE exchange,

b) then the enterprise may proactively implement through matching orders, auctions, negotiations, or competitive bidding but not below the market price at the The decision to switch the issuance of coats, overcoats, windbreakers, and down jackets to other uniforms for civil servants working at the National Market Management and Development Agency is decided by the Minister of Industry and Trade.time of sale.This Resolution takes effect from the date it is adopted by the National Assembly.For the transfer of investments at unlisted joint-stock companies, the enterprise shall conduct public and transparent auctions to preserve capital. Among which:

c) Independence - freedom - happinessNo.For the transfer of investments valued at 10 billion VND or more based on face value, the enterprise must conduct the auction through the Stock Exchange.

If a level crossing meets the conditions for signal connection as stipulated in Clause 1, Point c of Article 4 of this Circular but cannot achieve signal connection, the organization managing traffic lights on roads and the project investor implementing investment, construction, and upgrading of roads and railways in the area of the level crossing must report to the Ministry of Transport for consideration and decision.nationalFor the transfer of financial investments valued at less than 10 billion VND based on face value, the enterprise may choose to hire intermediary financial organizations (securities companies) to sell through auctions, or organize the auction within the enterprise, or conduct the auction through the Stock Exchange. CNegotiated sales can only be implemented after a, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP public auction but only one buyer registers and must ensure the selling price is close to the market value at the time of sale; in this case, the market price at the time of sale should be based on quotations from at least three securities companies that have traded securities of the joint-stock company with the enterprise's capital contribution, and if there is no transaction, the selling price cannot be lower than the recorded value in the enterprise's accounting books.

The Board of Members or the Chairman of the company decides on the transfer of investments at other businesses within their, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP investment decision-making authority according to the law, the transfer price of investments according to the principle of market price

2. but not lower than the recorded value in the enterprise's accounting books.rime Minister cIn case the transfer of investment capital outside the business is lower than the recorded value in the enterprise's accounting books (after deducting the loss provision for investment capital according to regulations and benefits obtained from investment capital), the enterprise must report to the principal for consideration and decision.concerning the classification and determination of state management authority in the field of crop production31. Rights and responsibilities of the business investing capital in another business

3. The business investing capital in a single-member limited liability company owned 100% by the business shall exercise rights and responsibilities as prescribed by the Law on Enterprises.

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The business investing capital in another business shall have the following rights and responsibilities:ANNEX I.A[31]The enterprise must establish regulations on managing

1. materials, goods, and managing debts to limit risks in business; clearly define the responsibilities of each department and individual in monitoring and managing goods

2. , collecting

a) The rights of shareholders, capital contributors, and joint venture parties as prescribed by law and the charter of other enterprises.

b) Appoint, dismiss, reward, and discipline the Representative at other enterprises, decide on salaries, allowances, and remuneration for the Representative, except where the Representative has already received compensation from another enterprise.inRequire the Representative to report periodically or unexpectedly on business results and financial conditions of other enterprises.

c) Assign tasks and direct the Representative to protect the legitimate rights and interests of the enterprise at other enterprises. Request the Representative to report on the execution of duties, powers, and responsibilities, especially in guiding the enterprise with controlling shares or capital contributions to achieve the enterprise's goals and strategies.

d) Inspect and supervise the activities of the Representative, identify shortcomings, weaknesses of the Representative, prevent, handle, and promptly correct them.of the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home AffairsDecide or submit to the competent authority for decision on increasing or recovering investment capital in other enterprises in accordance with the law and the charter of other enterprises., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP Supervise the recovery of investment capital in other enterprises, the distribution of profits from other enterprises.

Rights, responsibilities, remuneration, salaries, bonuses, benefits, and standards of the Representative of the enterprise at other enterprises:policiesEnterprises shall base on the provisions of Article 9 of this Decree to issue regulations on the rights, responsibilities, remuneration, salaries, bonuses, benefits, standards of the Representative of the invested enterprise, and reporting systems of the Representative of the enterprise at other enterprises.development Reporting system of the Representative of the enterprise

e) Based on financial reports and other reports, quarterly and annually or upon the owner's request, the Representative must compile and evaluate the production and business situation, financial status, propose measures to address difficulties, improve the efficiency of the invested enterprise's capital, and report to the owner.ầReceive profits distributed from the invested enterprise's capital.nationalThe Representative is responsible for requesting other enterprises to timely pay profits and dividends to the contributing enterprise.on32. Right to decide on increasing or decreasing capital in other enterprises

g) The increase or decrease of capital in other enterprises shall be carried out according to the following provisions:

h)||| Be responsible for the effectiveness of capital investment usage, preservation, and development.

i) Carry out other rights and responsibilities as prescribed by law.

3. The person deciding on the investment capital in other enterprises is also the person deciding to supplement investment capital in other enterprises or reduce the investment capital in other enterprises.

Methods of increasing or decreasing investment capital in other enterprises in accordance with the law and the charter of the enterprise.

4. In case the invested enterprise increases its registered capital but the investing enterprise does not have the need to invest additional capital, the investing enterprise shall consider and decide to transfer the right to purchase or contribute capital according to the law.

33. Recovery of investment capital from other enterprisesNo.n.

5. The recovered investment capital when reducing the investment capital in other enterprises or when the invested enterprise is dissolved or bankrupted shall be transferred back to the contributing enterprise.

34. Preservation of capitalNo.n.

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The enterprise is responsible for preserving and developing the invested capital. Any changes in the amount of invested capital, the enterprise must report to the owner and the finance department for monitoring and supervision.

Annually, the enterprise must assess the effectiveness of capital usage through the preservation rate of capital according to the Ministry of Finance's guidelines.

1. The preservation of invested capital is implemented through the following measures:

2. Adhering to the management and utilization of capital, assets, profit distribution, and other financial management systems and accounting systems as prescribed by law.ầPurchasing insurance for assets in accordance with the law.

3. Timely handling of asset losses, unrecoverable debts, and setting aside risk reserves as follows:

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Reserve for inventory write-downs;

Reserve for doubtful receivables;

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Reserve for long-term financial investment write-downs;

1. Reserve for product warranty costs, goods, construction projects.

Other measures for preserving invested capital as prescribed by law.

2. Principles for establishing reserve accounts:

a) The above reserve accounts are recorded as operating expenses in the annual report at the time of preparing the enterprise's financial statements, ensuring that the enterprise has financial resources to offset potential losses in the next year.

b) The enterprise must establish regulations on material and commodity management, debt management to limit risks in business operations; clearly define the responsibilities of each department and individual in tracking and managing materials, goods, and collecting debts. 22. Leasing, Pledging, and Hypothecation of Assets Strictly prohibit enterprises from taking advantage of reserve account establishment to improperly add to operating expenses, thereby reducing tax obligations. Enterprises deliberately violating will be punished according to current laws.

c) The Ministry of Finance guides the establishment and use of inventory write-down reserves, doubtful receivable reserves, investment loss reserves, and product warranty cost reserves.

- REVENUE, EXPENSES, AND BUSINESS RESULTS

- 35. Revenue and other income

- Enterprise revenue and other income are determined in accordance with accounting standards and current tax laws.

- Revenue includes production and business activity revenue and financial activity revenue, whereinCoatProduction and business activity revenue is the total amount of money receivable during the period from selling products, goods, and providing services by the enterprise. For enterprises providing public utility products and services, revenue includes state subsidies provided to the enterprise when it fulfills state-assigned tasks and revenues are insufficient to cover costs.

d) debts.

3. Strictly prohibit enterprises from taking advantage of establishing reserves to improperly include additional reserve expenses in costs to reduce tax obligations. Enterprises that intentionally violate this will be punished as if they committed the act

a) as stipulated by current laws.

b) The Ministry of Finance shall guide the establishment and use of reserve accounts for inventory write-downs, doubtful receivables, investment loss reserves, product warranty reserves, and construction project reserves. lREVENUE, EXPENSES AND BUSINESS RESULTSCoat35. Revenue and other incomeồThe revenue and other income of the enterprise shall be determined in accordance with accounting standards and current tax laws.

c) Revenue includes production and business activity revenue and financial activity revenue, among whichNo.t thupolicies Revenue from production and business activities is the total amount receivable generated during the period from the sale of products and provision of services by the enterprise. For enterprises providing public utility products and services, revenue includes state subsidies provided to the enterprise when it fulfills the state-assigned tasks of providing products and services and the revenue is insufficient to cover expenses.

In fields such as lottery sales,.

Briefly describe technical improvements, production processes, raw materials, designs; new technology applications such as automation, digitalization, clean technology; management, marketing, distribution solutions; products winning awards or certifications related to innovation…):…ục 2

securities exchanges, and securities depositories, approval in writing by the Prime Minister is required.

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Political organizations and political-social organizations may apply this Decree to organize and implement investment, capital management, and asset management in enterprises they own.

1. Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, Chairmen of provincial People's Committees under the central government, and Chairmen of the Board of Directors, Chairmen of companies, General Directors, Directors of state-owned enterprises holding 100% of the charter capital, and Representatives of state capital invested in other enterprises are responsible for implementing this Decree./.nationalp với các chuẩn mực kế toán và các văn bản pháp luật về thuế hiện hành.

2. Doanh thu bao gồm doanh thu hoạt động sản xuất, kANNEX I.A[31]nh doanh và doanh thu hoạt động tài chính, trong đó:

a) Doanh thu từ hoạt động sản xuất, kinh doanh là toàn bộ số tiền phải thu phát sinh trong kỳ từ việc bán sản phẩm hàng hCoat, cung cấp dịch vụ của doanh nghiệp. Đối với doanh nghiệp thực hiện cung cấp sản phẩm, dịch vụ công ích, doanh thu bao gồm cả các khoản trợ cấp của Nhà nước cho doanh nghiệp khi doanh nghiệp thực hiện cung cấp sản phẩm, dịch vụ theo nhiệm vụ nhà nước giao mà thu không đủ bù đắp chi.

b) Revenue from financial activities includes: income arising from royalties, fees for others using the company's assets, interest from lending capital, deposit interest, deferred payment interest, installment interest, financial lease interest; exchange gains from selling foreign currency, foreign exchange rate differences, including foreign exchange rate differences of foreign currency debts with exchange rates at the time of financial report preparation being lower than those recorded in accounting books; proceeds from transferring investment capital in other companies; profits and dividends distributed from external investments (including post-tax profit shares from joint stock companies where the company owns 100% of the charter capital and dividend distribution in the form of shares); if the distributed profits have already been subject to corporate income tax, the company does not need to pay corporate income tax on these distributed profits. lexchange gains from selling foreign currency, foreign exchange rate differences, including foreign exchange rate differences of foreign currency debts with exchange rates at the time of financial report preparation being lower than those recorded in accounting books; proceeds from transferring investment capital in other companies; profits and dividends distributed from external investments (including post-tax profit shares from joint stock companies where the company owns 100% of the charter capital and dividend distribution in the form of shares).ầcluding post-tax profit shares from joint stock companies where the company owns 100% of the charter capital and dividend distribution in the form of shares).ồing post-tax profit shares from joint stock companies where the company owns 100% of the charter capital and dividend distribution in the form of shares).ầting post-tax profit shares from joint stock companies where the company owns 100% of the charter capital and dividend distribution in the form of shares).development ting post-tax profit shares from joint stock companies where the company owns 100% of the charter capital and dividend distribution in the form of shares).

3. Other income includes proceeds from liquidation and sale of fixed assets, compensation money from insurance claims, debt write-offs, fines from customers for breach of contract, value of intellectual property accepted by the receiving party, recorded as other income of the enterprise, and other income as prescribed by law. trOther income includes proceeds from liquidation and sale of fixed assets, compensation money from insurance claims, debt write-offs, fines from customers for breach of contract, value of intellectual property accepted by the receiving party, recorded as other income of the enterprise, and other income as prescribed by law.

4. For businesses operating in special sectors such as banking and insurance, revenue determination shall be carried out in accordance with the laws regulating these business sectors.

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36. Business Operating Expenses

Business operating expenses of enterprises are costs incurred related to production and business operations within the fiscal year. The determination of costs is conducted in compliance with accounting standards and current tax laws; business operating expenses include the following contents:

1. Production and business operation costs:

a) Raw material, fuel, power, semi-finished product, and purchased service costs (based on actual consumption and original cost), tool and equipment depreciation costs, repair costs for fixed assets, pre-provisioned major repair costs for fixed assets.

b) Depreciation costs of fixed assets as prescribed.

c) Wages, salaries, and wage-like costs payable to employees decided by the Board of Members or the Chairman of the Company according to the guidelines of the Ministry of Labor, Invalids, and Social Affairs.

d) Social insurance premiums, unemployment insurance premiums, trade union fees, health insurance premiums for employees that the enterprise must pay as prescribed.

e) Transaction, brokerage, hospitality, marketing, promotional, advertising, conference costs calculated based on actual expenses incurred in accordance with the principles set forth in the Corporate Income Tax Law.

e) Other monetary costs include:

- Taxes, fees, and charges as prescribed by law included in the production and business operation costs of the enterprise;

- Land rental payments;

- Severance pay for laid-off workers;

- Training to enhance management skills and vocational skills of workers;

- Health care costs;

- Incentives for innovation, productivity improvement, and cost savings. The amount is determined by the General Director or the Enterprise Manager based on the effectiveness of the work but cannot exceed the cost savings generated by the work within one year;inby the General Director or the Enterprise Manager based on the effectiveness of the work but cannot exceed the cost savings generated by the work within one year;policiesby the General Director or the Enterprise Manager based on the effectiveness of the work but cannot exceed the cost savings generated by the work within one year;

- Costs for female workers;

- Environmental protection costs;

- Meal costs for workers;

- Costs for Party and mass organization activities at the enterprise (costs outside the budget of the Party and mass organizations funded from designated sources);

- Other monetary costs.

g) Bad debts as stipulated in Clause 1, Article 25; actual loss values of assets as stipulated in Clause 2, Article 27 of this Decree.

h)||| Values of provisions for inventory write-downs, doubtful receivables, losses on financial investments, warranty provisions, construction projects, and installation works as stipulated in Article 34 of this Decree, exchange rate differences on long-term foreign currency loans, advance warranty costs, and provisions as prescribed by law for businesses operating in special sectors.Coat Values of provisions for inventory write-downs, doubtful receivables, losses on financial investments, warranty provisions, construction projects, and installation works as stipulated in Article 34 of this Decree, exchange rate differences on long-term foreign currency loans, advance warranty costs, and provisions as prescribed by law for businesses operating in special sectors.CoatValues of provisions for inventory write-downs, doubtful receivables, losses on financial investments, warranty provisions, construction projects, and installation works as stipulated in Article 34 of this Decree, exchange rate differences on long-term foreign currency loans, advance warranty costs, and provisions as prescribed by law for businesses operating in special sectors.ớFinancial activity costs, including: costs related to external financial investments (including costs borne by investors themselves, including losses shared from invested enterprises); transfer value of investment contributions, interest payable on capital raised, exchange rate differences, discounting costs, leasing costs; provisions for long-term investment write-downs.

i) Other costs, including:

2. Costs for liquidation and sale of fixed assets, including residual values of fixed assets when liquidated or sold.

a) Costs for recovering debts that have been written off from accounting records.

b) Costs for collecting penalties. Costs for collecting penalties. Costs for collecting penalties.

c) Costs for collecting penalties.;

d) Costs for collecting penalties.

e) Other costs as prescribed by law.

3. Expenditures not included in production and business operation costs include those that are covered by other sources or unrelated to production and business operations, such as:

a) Costs for purchasing and constructing tangible and intangible fixed assets.

b) Interest costs on borrowed funds included in investment and construction costs.

c) Other costs unrelated to the company's business operations; expenditures without valid supporting documents.nationalPenalties for legal violations caused by individuals rather than the company.

d) Penalties for legal violations caused by individuals rather than the company.

4. For businesses operating in special sectors such as banking and insurance, cost determination shall be carried out in accordance with the laws regulating these business sectors.

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37. Cost Management

Enterprises must strictly manage all costs to reduce costs and product costs, thereby increasing profits through the following management measures:

1. Establish and promulgate economic and technical norms suitable for the economic and technical characteristics, industry, business activities, management models, and equipment levels of enterprises. These norms must be disseminated to all implementers and publicly announced to enterprise employees to ensure implementation and supervision. In cases where the norms cannot be met, leading to increased costs, the causes and responsibilities must be clearly analyzed and handled according to the provisions of the law. If the cause is subjective, compensation for losses must be provided. The authority to decide on the amount of compensation is stipulated in Clause 2, Article 27 of this Decree.policiesIf the cause is subjective, compensation for damages must be provided. The authority to decide on the amount of compensation is stipulated in Clause 2, Article 27 of this Decree.

2. For enterprises operating in sectors requiring price registration with the State, they must annually report to their owners and financial authorities (the Ministry of Finance for central enterprises and the Provincial Department of Finance for local enterprises) on the implementation of production and business costs. The report must analyze and compare actual costs with set norms for depreciation expenses, labor costs, raw material costs, administrative expenses, advertising, marketing, transaction, hospitality expenses, and other costs, identifying the reasons and responsibilities of collectives and individuals for exceeding the norms.No. For administrative expenses, advertising, marketing, transaction, hospitality expenses, and other costs, the reasons and responsibilities of collectives and individuals for exceeding the norms must be identified.n lFor administrative expenses, advertising, marketing, transaction, hospitality expenses, and other costs, the reasons and responsibilities of collectives and individuals for exceeding the norms must be identified.

3. Regularly organize cost analysis of production expenses and product costs to identify weak and poor management areas, factors increasing costs and product costs, and develop timely solutions to address them.amendRegularly organize cost analysis of production expenses and product costs to identify weak and poor management areas, factors increasing costs and product costs, and develop timely solutions to address them.

4. The General Director or Director of the enterprise has the responsibility to build and submit to the Board of Members or the Chairman of the Company for issuance economic and technical norms; labor norms; financial cost norms and other costs appropriate to business conditions, serving as a basis for managing business operations. Proactively develop plans to reduce costs in accordance with the current situation and activities of the enterprise.ồThe General Director or Director of the enterprise has the responsibility to build and submit to the Board of Members or the Chairman of the Company for issuance economic and technical norms; labor norms; financial cost norms and other costs appropriate to business conditions, serving as a basis for managing business operations.policies The General Director or Director of the enterprise has the responsibility to build and submit to the Board of Members or the Chairman of the Company for issuance economic and technical norms; labor norms; financial cost norms and other costs appropriate to business conditions, serving as a basis for managing business operations.nThe General Director or Director of the enterprise has the responsibility to build and submit to the Board of Members or the Chairman of the Company for issuance economic and technical norms; labor norms; financial cost norms and other costs appropriate to business conditions, serving as a basis for managing business operations.

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38. Profit Distribution

After covering previous year's losses according to the Enterprise Income Tax Law, setting aside funds for scientific and technological development as required by law, paying corporate income tax, the remaining profit shall be distributed as follows:From 100 million VND to less than 300 million VNDDistribute profits to capital contributors according to the provisions of the joint venture agreement (if applicable).

1. Cover previous years' losses that have exceeded the allowable deduction period from pre-tax profits.

2. The remaining profit after deducting the amounts specified in Clauses 1 and 2 of this Article shall be distributed as follows:

3. Set aside 30% into the investment and development fund.

a) Set aside for the award and welfare fund:

b) Enterprises classified as Type A may allocate up to three months' salary for both the award and welfare fund.

- Enterprises classified as Type B may allocate up to one and a half months' salary for both the award and welfare fund.

- Enterprises classified as Type C may allocate up to one month's salary for both the award and welfare fund.

- Enterprises not classified will not establish the award and welfare fund.

Set aside for the award fund for enterprise management staff:

c) Enterprises classified as Type A may allocate up to one and a half months' salary for enterprise management staff.

- Enterprises classified as Type B may allocate up to one month's salary for enterprise management staff.

- Enterprises classified as Type C or those not classified will not establish the award fund for enterprise management staff.

- Enterprises allocating two funds for awards and welfare below the maximum allowed under Point b of this Clause may reduce the allocation to the investment and development fund to supplement the award and welfare fund, but not exceeding the amount allocated to the investment and development fund in the fiscal year.

d) The remaining profit after allocations as specified in Points a, b, c, and d of this Clause shall be remitted to the Enterprise Restructuring and Development Fund.

For enterprises with equity capital greater than the authorized registered capital approved by the competent authority, the Ministry of Finance shall propose a plan to report to the Prime Minister for transferring the enterprise's investment and development fund to the Enterprise Restructuring and Development Fund. Enterprises are responsible for remitting funds to the Enterprise Restructuring and Development Fund within five days from the date of the Prime Minister's decision.

4. The Ministry of Finance shall guide the distribution of profits and the transfer of the enterprise's investment and development fund to the Enterprise Restructuring and Development Fund.ỗ The purpose of using the fundsắCOLLECTIONpoliciesThe Enterprise Science and Technology Development Fund:developmentThe establishment, management, and settlement of the use of the Enterprise Science and Technology Development Fund shall follow the guidelines of the Ministry of Finance.

The Investment and Development Fund is used to increase the registered capital of the enterprise.

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The Award Fund is used for:

1. Year-end or regular bonuses based on labor productivity and work achievements of each employee in the enterprise.

Special bonuses for individuals or groups within the enterprise.ớBonuses for individuals or units outside the enterprise who have made significant contributions to the enterprise's business activities and management.

2. The amounts specified in Points a, b, and c of this Clause are decided by the General Director or Director. For Point a of this Clause, the opinion of the enterprise trade union must be sought before making the decision.

3. The Welfare Fund is used for:

a) Investing in building or repairing welfare facilities of the enterprise.

b) Funding welfare activities for the collective workforce in the enterprise. trContributing part of the capital to invest in building common welfare facilities within the industry or with other units according to contracts.

c) Using part of the welfare fund to provide emergency assistance to employees, including those retiring, losing their health, facing difficult circumstances without support, or engaged in charitable social work.

The use of the welfare fund is decided by the Board of Members or the Chairman of the Company after consulting the enterprise trade union.inThe Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

4. The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

a) The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

b) The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

c) The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

d) The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and thenationalThe Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and the

5. The Management Staff Award Fund is used to reward the Chairman and members of the Board of Members, the Chairman of the Company, the General Management Board (Management Board), the Auditor, and thepolicies The amount of bonus for the enterprise director shall be determined by the owner based on the criteria for evaluating these positions and the business operation effectiveness of the enterprise, upon the proposal of the Chairman of the Board of Members or the Company Chairman.

6. The establishment and utilization of the aforementioned funds must be approved by the owner and carried out publicly in accordance with financial transparency regulations, grassroots democracy regulations, and state provisions.

7. An enterprise may only allocate funds for awards, welfare, and bonuses for managerial staff after settling all due debts and other property obligations.

Briefly describe technical improvements, production processes, raw materials, designs; new technology applications such as automation, digitalization, clean technology; management, marketing, distribution solutions; products winning awards or certifications related to innovation…):…ục 3

FINANCIAL PLAN, ACCOUNTING REGIME, STATISTICS AND AUDIT

Article

40. Financial Plan

1. Based on strategic orientation and development planning for production and business operations of the enterprise that have been approved by the owner,ANNEX I.A[31]the enterprise shall develop a long-term production and business plan and a financial plan consistent with the strategic plan decided by the owner.

2. Annually, based on the long-term production and business plan, taking into account the enterprise's capacity and market demand, the enterprise shall develop the next year's production and business plan to be submitted to the Board of Members or the Company Chairman for decision.

3. Based on the production and business plan decided by the Board of Members or the Company Chairman, the enterprise shall conduct an assessment of the previous year's production and business situation and ldraft the next year's financial plan to be submitted to the owner and the financial authority trby July 31 each year.

4. The owner the responsibility to manage shall coordinate with the same-level financial authority to review the financial plan prepared by the enterprise and provide formal comments in writing so that the enterprise can complete the financial plan.nThe completed financial plan serves as the basis for the owner and the same-level financial authority to monitor, evaluate, and manage the business operations of the enterprise.policies 41. Financial Reports and Other ReportshAt the end of the accounting period (quarterly, annually), the enterprise must prepare, publish, and submit financial reports and statistical reports as prescribed by law. The Board of Members or the Company Chairman is responsible for the accuracy and truthfulness of these reports.

Article

The enterprise must conduct an audit of the annual financial report in accordance with the law.ANNEX I.A[31] The Ministry of Finance shall guide the format of the reports, the submission deadlines, and the submission locations for the enterprise's reports.

1. 42. Effective DateìThis Decree takes effect from September 1, 2013.

43. Responsibility for Implementation and Organization

2. The Minister of Finance is responsible for guiding, inspecting, and supervising the implementation of this Decree. In cases where special financial mechanisms are applied to enterprises operating in the lottery

Chapter

IV

IMPLEMENTATION

Article

sector,ANNEX I.A[31] ADJUSTMENT

securities exchange, securities depository center, such guidance must be approved in writing by the Prime Minister.

Article

Political organizations and political-social organizations may apply this Decree to organize investment, capital management, and asset management at enterprises they own.

1. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial People's Committees under the central government, Chairmen of the Board of Members, Chairmen of companies, General Directors, Directors of state-owned enterprises holding 100% of the charter capital, and Representatives of state capital invested in other enterprises are responsible for implementing this Decree./.°ng lĩnh vực xổ số, Sở giao dịch chứng khoán, Trung tâm lưu ký chứng khoán thì phải được Thủ tướng Chính phủ chấp thuận bằng văn bản.

2. Tổ chức chính trị, tổ chức chính trị - xã hội có thể áp dụng Nghị định này để tổ chức thực hiện việc đầu tư, quản lý vốn, tài sản tại các doanh nghiệp do mình làm chủ sở hữu.

3. Các Bộ trưởng, Thủ trưởng cơ quan ngang Bộ, Thủ trưởng cơ quan thuộc Chính phủ, Chủ tịch Ủy ban nhân dân các tỉnh, thành phố trực thuộc Trung ương và Chủ tịch Hội đồng thành viên, Chủ tịch công ty, Tổng giám đốc, Giám đốc doanh nghiệp do Nhà nước nắm giữ 100% vốn điều lệ và Người đại diện đối với phần vốn nhà nước đầu tư vào doanh nghiệp khác chịu trách nhiệm thi hành Nghị định này./.