Decree No. 99/2012/NĐ-CP On Allocation and Delegation of Rights, Responsibilities, and Obligations of State Owners towards State-Owned Enterprises and State Capital Invested in Enterprises

DECREE

Vrelating to rights, responsibilities, and obligations of the state owner towards state-owned enterprises and state capital invested in enterprisesonof the state owner towards state-owned enterprises and state capital invested in enterprises

invested in enterprisesầinvested in enterprises

__________________________________

Pursuant to the Law Torganization of the GovernmenttoDecember 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

1. Regarding social housing: The People's Committee of Hanoi City shall base on the urban planning, urban development area on both sides of Vo Nguyen Giap Road, urban development plan, and actual needs to allocate social housing projects within the urban development area on both sides of the road, ensuring the prescribed ratio according to the law.policies This Decree stipulates the organization, tasks, powers, and activities of agencies performing the function of inspecting the industry of Planning and Investment; inspectors, persons assigned to perform specialized inspection tasks, and inspection collaborators of the industry of Planning and Investment; the responsibilities of agencies, organizations, and individuals in the inspection activities of the industry of Planning and Investment.;

h"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 promulgates the Decree on the division and delegation of implementation of rights, responsibilities, and obligations of the state owner towards state-owned enterprises and state capital invested in enterprisesonof the state owner towards state-owned enterprises and state capital invested in enterprisesầinvested in enterprises,

PART I

GENERAL PROVISIONS

Article 1.perioda) Clause 1 Article 15 regarding accountability;

invested in enterprises operating in key sectors, providing essential public goods and services for society and national defense and security, serving as the backbone for the state economy to play its leading role, and being a material force for the state to guide and regulate the economy and stabilize macroeconomic conditions.No.The Government is the highest administrative body of the state, uniformly managing and performing the function of the state owner towards state-owned enterprises and state capital invested in enterprises.No.This Decree stipulates the division and delegation of implementation of rights, responsibilities, and obligations of the state owner towards state-owned enterprises and state capital invested in enterprises.

State-owned enterprise is an enterprise where the state holds 100% of the charter capital and the representative appointed by the state at the enterprise.

Representative appointed by the state for the portion of state capital invested in:to Enterprises where the state holds more than 50% of the charter capital;

Article 2. Applicability

The objects subject to this Decree include:

1. Enterprises where the state holds less than 50% of the charter capital.

2. State agencies, organizations, and individuals related to the implementation of rights, responsibilities, and obligations of the state owner towards enterprises where the state holds 100% of the charter capital and the portion of state capital invested in enterprises.

a) State-owned enterprise is an enterprise where the state holds more than 50% of the charter capital, including:

b) An enterprise where the state holds 100% of the charter capital is a limited liability company with one member;June 2024; An enterprise where the state holds more than 50% of the charter capital is a joint-stock company or a limited liability company with two or more members.

3. An enterprise where the state holds not more than 50% of the charter capital is a joint-stock company or a limited liability company with two or more members, in which the state's contribution does not exceed 50% of the charter capital., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP State contribution is the capital invested in an enterprise by a state agency or an economic organization authorized by the state to act as the representative owner.onRepresentative appointed by the state for the portion of state capital at the enterprise (hereinafter referred to as the Representative) is an individual authorized in writing by the owner to exercise rights, responsibilities, and obligations of the owner at the enterprise.

Article 3. Explanation of Terms

In this Decree, the following terms shall be understood as follows:

1. State-owned companies under Ministries and People's Committees of provinces include state-owned holding companies, limited liability companies with one member established or managed by Ministries,

a) People's Committees of provinces.

b) Article 4. Division and Delegation of Implementation of Rights, Responsibilities, and Obligations of the State Owner

2. The Government directly implements or delegates to the Prime Minister, Ministries, agencies equivalent to Ministries, and agencies under the Government (hereinafter collectively referred to as Ministries); delegates to People's Committees of provinces and centrally-administered cities (hereinafter collectively referred to as People's Committees of provinces); assigns to the Board of Directors or Chairman of the company, or the Representative to implement the rights, responsibilities, and obligations of the state owner.

3. The State Capital Investment Corporation is an enterprise established by the Prime Minister's decision, funded and managed by the state for the capital of enterprises transferred from Ministries and People's Committees of provinces, having the following rights, responsibilities, and obligations:

4. Managing and using effectively, preserving, and developing state capital invested and state capital at enterprises under management;

5. Appointing and evaluating the activities of the Representative; dismissing, rewarding, and disciplining the Representative; deciding the salary, bonuses, allowances, and other benefits of the Representative at enterprises under management; DECREES:Assigning tasks to the Representative to decide on matters specified in Clause 4, Article 20 and Clause 4, Article 29 of this Decree;

Reporting to the Ministry of Finance for review and submission to the Prime Minister for approval of the overall plan for restructuring and modernizing enterprises under management;

1. d) Reporting to the Ministry of Finance for review and submission to the Prime Minister for approval of the strategy, production and business plan, and five-year investment development plan.âFOR THE DIVISION AND DELEGATION OF IMPLEMENTATION OF RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE STATE OWNER TOWARDS ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL AS A LIMITED LIABILITY COMPANY WITH ONE MEMBER DECREES:The provincial People's Committee (hereinafter referred to collectively as the Provincial People's Committee); entrust the Board of Members or the Chairman of the company, the Representative to exercise the rights, responsibilities, and obligations of the state owner.

2. The State Capital Investment Corporation is a business entity established by the Prime Minister's decision, invested with the state's registered capital and managing the state's capital at enterprises transferred by ministries and provincial people's committees, having the following rights, responsibilities, and obligations:

a) Managing and using effectively, preserving, and developing the state's investment capital and the state's capital at the enterprises assigned to manage;

b) Appointing and evaluating the activities of the Representative; dismissing, rewarding, and disciplining the Representative; deciding the salary, bonus, allowances, and other benefits of the Representative at the enterprises assigned to manage;

c) Entrusting the Representative to decide on the contents stipulated in Clause 4, Article 20 and Clause 4, Article 29 of this Decree;

d) Reporting for the Ministry of Finance to review and submit to the Prime Minister for approval the overall plan for restructuring and modernizing the enterprises assigned to manage;on d) Reporting for the Ministry of Finance to review and submit to the Prime Minister for approval the strategy, production and business plans, and five-year development investment plans;

For joint-stock companies and limited liability companies with two or more members where the state holds 100% of the registered capital, each organization shall perform the rights and obligations of shareholders or contributing members corresponding to their share of the capital contribution as prescribed by the Enterprise Law.

3. ASSIGNMENT AND GRADING OF THE RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE STATE OWNER TOWARDS ENTERPRISES IN WHICH THE STATE HOLDS 100% OF THE REGISTERED CAPITAL AS A SINGLE-MEMBER LIMITED LIABILITY COMPANY

Chapter II

Determining the number of members of the Board of Members and Deputy General Directors (Deputy Directors) of the company.

PART 1. RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS OF THE STATE OWNER

Article 5. Rights and responsibilities of the state owner

1. Deciding on establishment, objectives, tasks, and business sectors; restructuring, ownership conversion, dissolution, and bankruptcy requests; contributing capital to other enterprises.

2. Approving the Articles of Association, amending and supplementing the Articles of Association.

3. Deciding on the registered capital investment; adjusting, transferring part or all of the registered capital.

4. Deciding on the corporate management structure; appointing, reappointing, dismissing, resigning, signing contracts, terminating contracts, rewarding, and disciplining the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director) of the company.

5. Deciding on strategies, production and business plans, and development investment plans.

6. Approving investment policies, purchasing, selling assets, and loan agreements.nationalContract loans.

7. Specifying financial systems, profit distribution, reserve fund establishment and usage; approving annual financial reports.

8. Specifying recruitment systems, salaries, bonuses; deciding salary levels for the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director) of the company.

9. Deciding on market development solutions, marketing, and technology; specifying mechanisms for assigning tasks and participating in the provision and assurance of public goods and essential services for the economy.

10. Supervising, inspecting, auditing compliance with laws; evaluating the implementation of assigned objectives, tasks, operational results, and business efficiency; managing, using, preserving, and developing the company's capital. Evaluating the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director), Deputy General Director (Deputy Director), Chief Accountant of the company.

Article 6. Obligations of the state owner

1. Investing sufficient registered capital for the company.

2. Adhering to the company’s Articles of Association.

3. Being responsible for the company’s debts and other property obligations within the scope of the company’s registered capital; identifying and separating the state owner’s assets from the company’s assets.

4. Adhering to laws when approving investment policies, purchasing, selling assets, and loan agreements of the company.

5. Ensuring the company’s lawful business rights.

6. Fulfilling other obligations as prescribed by law.

PART 2. ASSIGNMENT AND GRADATION OF IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE STATE OWNER

Article 7. Rights and responsibilities of the Government

1. Specifying the establishment, restructuring, ownership conversion, and dissolution of companies.

2. Issuing the Articles of Association, amending and supplementing the Articles of Association of state economic groups and corporations: State Capital Investment and Business Corporation, Vietnam Airlines, Vietnam Maritime Corporation, Vietnam Railway Corporation, Northern Food Corporation, Southern Food Corporation. Specifying model Articles of Association for state-owned corporations and enterprises where the state holds 100% of the registered capital.

3. Specifying appointment, reappointment, dismissal, resignation, signing contracts, terminating contracts, rewarding, and disciplining the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director), Deputy General Director (Deputy Director), and the Chief Accountant of the company; the number of Board of Members members and Deputy General Directors (Deputy Directors) of the company.nationalContract termination, disciplinary actions against the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director), Deputy General Director (Deputy Director), and the Chief Accountant of the company. lAccountant of the company.policies Deciding on the registered capital when establishing the company and adjusting the registered capital during the company's operation. For companies under ministries, agreement with the Ministry of Finance is required;

4. Specifying financial management systems, profit distribution, reserve fund establishment and usage; reporting and financial disclosure systems of the company; supervisory and inspection mechanisms.

5. Specifying recruitment systems; salary and bonus systems of the company; salaries, bonuses, and other benefits for the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director) of the company.

6. Specifying mechanisms for assigning tasks and participating in the provision and assurance of public goods and essential services for the economy.

7. Specifying supervision, inspection, and audit systems for compliance with laws; implementation of strategies, plans, assigned objectives, and tasks; management, use, preservation, and development of capital.

8. Specifying criteria for evaluating the implementation of assigned objectives and tasks, operational results, and business efficiency of the company; evaluation criteria for the Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director), Deputy General Director (Deputy Director), and the Chief Accountant of the company.

Article 8. Rights and responsibilities of the Prime Minister

1. For state-owned economic groups and State Capital Investment Corporation:

a) Decides on establishment, objectives, tasks, and business sectors; reorganizes, transfers ownership, dissolves, and requests bankruptcy. Approves the plan for establishing wholly state-owned subsidiaries. Approves the establishment, reorganization, dissolution of branches, representative offices, and other dependent accounting units;on Determines the charter capital at establishment and adjusts the charter capital during operation;

b) Decides on the appointment, reappointment, removal, resignation, commendation, and disciplinary action for the Chairman of the Board of Members;

c) Approves strategies, production and business plans, and five-year development investment plans;

d) Approves the plan for establishing wholly state-owned limited liability companies decided by Ministries, provincial People's Committees;

2. Approves the proposal to establish wholly state-owned subsidiaries of state corporations, companies under Ministries, provincial People's Committees, upon the proposal of Ministries, provincial People's Committees;on Approves the overall restructuring and modernization plan for wholly state-owned limited liability companies (including those of state economic groups) upon the proposal of industry management Ministries, provincial People's Committees;

3. Prescribes the operational regulations of the Inspector of the company;

4. Article 9. Rights and responsibilities of the Ministry managing the sector, provincial People's Committee

5. The Ministry managing the sector is the direct superior of the Board of Members in state economic groups, with the following rights and responsibilities:

Proposes the Prime Minister to decide on establishment, objectives, tasks, and business sectors; reorganization, transfer of ownership, dissolution, and request for bankruptcy. Reviews and submits to the Prime Minister for approval the plan for establishing wholly state-owned subsidiaries; the proposal to establish, reorganize, dissolve branches, representative offices, and other dependent accounting units;

1. Submits to the Government for issuance, amendment, and supplementation of the Charter;

a) Proposes the Prime Minister to decide on the charter capital and adjustment of the charter capital;No.Proposes the Prime Minister to decide on the appointment, reappointment, removal, resignation, commendation, and disciplinary action for the Chairman of the Board of Members;

b) Decides on the appointment, reappointment, removal, resignation, commendation, and disciplinary action for members of the Board of Members, General Directors, specialized Inspectors, and pays salaries for the position of specialized Inspector;

c) 3. Amend Clause 3 Article 2 as follows:on Approves the annual list of projects in Groups A and B and notifies the Ministry of Planning and Investment, Ministry of Finance for consolidation and supervision;

d) Approves the proposal to contribute capital, hold shares, increase or decrease capital of state economic groups in other enterprises; the acceptance of enterprises voluntarily joining as subsidiaries or associated companies;

đ) Propose the Prime Minister to approve the strategy, production and business plans, and five-year investment development plans.

e) Approves the proposal to borrow, lend, buy, sell assets valued at or exceeding 50% of the charter capital or another lower ratio specified in the Charter of the group; approves the proposal to borrow foreign debt of state economic groups and requests the Ministry of Finance to review and approve;

k) Decides on the salary of the Chairman and members of the Board of Members, General Directors, specialized Inspectors, and the annual wage fund of the Board of Members after consultation with the Ministry of Labor, Invalids, and Social Affairs;l) Approves the approval by the Board of Members of financial statements, profit distribution, reserve fund establishment and use;

h)||| m) Proposes the Prime Minister to approve the overall restructuring and modernization plan for state economic groups;

i) n) Carries out regular supervision, inspection, and audit of compliance with laws; management, use, preservation, and development of capital; implementation of strategies, plans; recruitment, salary, bonus systems of state economic groups. Evaluates the performance of objectives, tasks, business sectors assigned and the results of operations, business efficiency of state economic groups. Evaluates the Chairman and members of the Board of Members, specialized Inspectors, General Directors, Deputy General Directors, Chief Accountants in managing and operating state economic groups.

Rights and responsibilities of the Ministry managing the sector, provincial People's Committee towards companies under Ministries, provincial People's Committees:

lDecides on establishment, objectives, tasks, and business sectors for companies stipulated in Clause 2, Article 8 of this Decree after submitting and being approved by the Prime Minister for the establishment plan. Approves the proposal to establish, reorganize, dissolve branches, representative offices, and other dependent accounting units;

Approves the Charter, amendments, and supplements to the Charter. Submits to the Government for issuance, amendment, and supplementation of the Charter of state corporations mentioned in Clause 2, Article 7 of this Decree;on Organizes the implementation of restructuring and modernization of companies after submitting and being approved by the Prime Minister for the overall restructuring plan;

Decides on the charter capital at establishment and adjustment of the charter capital during the operation of the company. For companies under Ministries, it must agree with the Ministry of Finance;

2. e) Decides on the appointment, reappointment, removal, resignation, commendation, and disciplinary action for the Chairman and members of the Board of Members or the Chairman of the company, General Directors (Directors), Inspectors, and pays salaries for the position of Inspector;

a) Approves strategies, production and business plans, and five-year development investment plans; the annual list of projects in Groups A and B and notifies the Ministry of Planning and Investment, Ministry of Finance for consolidation and supervision;N ||| declaration of customs import procedures. Approves the proposal to contribute capital, hold shares, increase or decrease capital of the company in other enterprises; the acceptance of enterprises voluntarily joining as subsidiaries or associated companies;

b) Approves the proposal to borrow, lend, buy, sell assets valued at or exceeding 50% of the company's charter capital or another lower ratio specified in the Company's Charter; approves the proposal to borrow foreign debt of the company and requests the Ministry of Finance to review and approve;

c) Decides on the salary of the Chairman and members of the Board of Members or the Chairman of the company, General Directors (Directors), Inspectors appointed by themselves; the annual wage fund of the Board of Members or the Chairman of the company;

d) Approving the appointment, reappointment, dismissal, resignation, reward, and punishment of the Chairman and members of the Board of Members or the Chairman of the company, General Director (Director), Supervisor, and paying the salary for the Supervisor position;

Approving the strategy, production and business plans, and five-year development investment plans; annual list of group A and B investment projects and notifying the Ministry of Planning and Investment and the Ministry of Finance for consolidation and supervision;

e) Approving the policy of capital contribution, holding, increasing, or decreasing capital of the company in other enterprises; accepting subsidiaries and associated companies voluntarily joining the company;

g) Approving the policy of borrowing, lending, purchasing, and selling assets valued at or exceeding 50% of the company's registered capital or another lower ratio specified in the Company Charter; approving the policy of foreign debt borrowing of the company and requesting the Ministry of Finance to review and approve;

h)||| Deciding on the salaries of the Chairman and members of the Board of Members or the Chairman of the company, General Director (Director), Supervisor appointed by themselves; the annual wage fund of the Board of Members or the Chairman of the company;

i) i issues stipulated in Point a, d Clause 1, Clauses 2, 3, and 4 of Article 8 of this Decree.

k) Approve the Board of Members or the Chairman of the company to approve the annual financial report, profit distribution, reserve fund establishment and utilization;

ll) Carry out regular supervision, inspection, and audit on the implementation of laws; management, use, preservation, and development of capital; implementation of strategies and plans; implementation of recruitment, salary, and bonus systems of the company. Evaluate the achievement of assigned objectives, tasks, business sectors, and results of operations and business efficiency of the company. Evaluate the Chairman and members of the Board of Members or the Chairman of the company, Financial Controller, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant in their management and operation of the company.

Article 10. Rights and responsibilities of the Ministry of Finance

1. Propose the Government to establish financial management regulations, profit distribution, reserve fund establishment and utilization; capital management, use, preservation, and development; reporting and financial transparency systems; monitoring and inspection mechanisms.

2. Propose the Government to establish criteria for evaluating the achievement of assigned objectives and tasks, operational results, and business efficiency of the company; mechanisms for assigning tasks and participating in the provision and assurance of public goods and essential services for the economy.

3. Propose the Government to establish regulations for converting state-owned single-member limited liability companies into joint-stock companies.

4. Review and propose to the Prime Minister to decide on the registered capital and adjustments to the registered capital of state economic groups; agree on the registered capital and adjustments to the registered capital of companies under the Ministry's sectoral management. vEstablish standards and conditions for Chief Accountants.

5. Recommend the Prime Minister to decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for the Chairman of the Board of Members of State Capital Investment Corporation. Decide on the appointment, reappointment, dismissal, resignation, commendation, and disciplinary action for the Financial Controller at state economic groups and pay salaries for this position.

6. Annually compile and report to the Government on the business efficiency and fulfillment of public service tasks assigned, and the financial situation of state-owned single-member limited liability companies nationwide. Examine specific financial reports of state economic groups when requested by the Prime Minister.

7. Collaborate with the sectoral management ministry, provincial People's Committees to carry out regular supervision, inspection, and audits according to regulations on the management, use, preservation, and development of capital for state-owned single-member limited liability companies.

Guide the registration of activities for sports clubs, grassroots physical education and sports facilities, and cheerleading clubs.nationalBase on provisions and approved foreign borrowing plans, review and approve foreign borrowings of state economic groups and other state-owned single-member limited liability companies.

8. Provide opinions on issues stipulated in Point a, d Clause 1, Clauses 2, 3, and 4 Article 8 of this Decree.

9. Provide opinions to the sectoral management ministry, provincial People's Committees on capital contributions, holding, increasing, or decreasing capital in other enterprises, receiving subsidiaries and associated companies of state economic groups, state-owned corporations.ớProviding opinions to the industry management ministry, provincial people's committee regarding capital contributions, holdings, increases, or decreases in other enterprises' capital, accepting subsidiaries and associated companies of state economic groups and state corporations.

10. Board of Members or Chairman of the company, Supervisor, General Director (Director) of the company.

Article 11. Rights and responsibilities of the Ministry of Kpolicies This Decree stipulates the organization, tasks, powers, and activities of agencies performing the function of inspecting the industry of Planning and Investment; inspectors, persons assigned to perform specialized inspection tasks, and inspection collaborators of the industry of Planning and Investment; the responsibilities of agencies, organizations, and individuals in the inspection activities of the industry of Planning and Investment.

1. Submit to the Government for regulations on establishment, restructuring, ownership transfer (except as provided in Clause 3, Article 10 of this Decree), dissolution of state-owned joint stock companies with one member; prescribe a model charter for state-owned corporations and enterprises in which the State holds 100% of the charter capital.

2. Submit to the Government for regulations on monitoring and inspecting the implementation of strategies, plans, objectives, and assigned tasks.

3. Submit to the Prime Minister for issuance of the Operation Regulations of the Inspector of state-owned joint stock companies with one member.

4. Review and submit to the Prime Minister for decision on establishment, objectives, tasks, and business sectors; restructuring, ownership transfer, dissolution, and bankruptcy request for state economic groups.

5. Review and submit to the Prime Minister for strategic and production and business plans, and five-year investment development plans of state economic groups.

6. Annually compile and report to the Government on the implementation of objectives, tasks, and business sectors of state-owned joint stock companies with one member nationwide. Coordinatenationalwith the industry management ministry, DECREES:and provincial people's committees to implement regular annual supervision and inspection, and audits as prescribed on the implementation of strategies, production and business plans, and five-year investment development plans.

7. Provide opinions on matters stipulated at Point a, b Clause 1, Clauses 2, 3, and 4, Article 8 of this Decree.

8. Board of Members or Chairman of the company, Supervisor, General Director (Director) of the company.

Article 12. Rights and responsibilities of the Ministry of Home Affairs

1. Submit to the Government for regulations on appointment, reappointment, removal, resignation, signing contracts, termination of contracts, rewards, punishments, and evaluation criteria for Chairmen and members of the Board of Members, Chairmen of companies, Inspectors, General Directors (Directors), Deputy General Directors (Deputy Directors), Chief Accountants of companies; number of Board of Members' members and Deputy General Directors (Deputy Directors) of companies.

2. Review and submit to the Prime Minister for decision on appointment, reappointment, removal, resignation, rewards, and punishments for Chairmen of the Board of Members of state economic groups and state-owned Investment and Business Corporations.

3. Provide opinions on matters stipulated at Point a Clause 1, Clauses 2, 3, and 4, Article 8 of this Decree.

4. Coordinate with the industry management ministry, provincial people's committees to implement regular annual supervision and inspection, and audits as prescribed on compliance with Party and State regulations on cadre work in state economic groups and state-owned corporations.

Article 13. Rights and responsibilities of the Ministry of Labor, Invalids and Social Affairs

1. Submit to the Government for regulations on recruitment systems; salary and bonus systems of companies; salaries, bonuses, and other benefits for Chairmen and members of the Board of Members or Chairmen of companies, Inspectors, General Directors (Directors) of companies.ồPlanning and Investment, Ministry of Finance (for state economic groups, state corporations), to the industry management ministry, provincial people's committee (for companies under ministries, provincial people's committees) for consolidation and supervision.developmentApproving the strategy, production and business plans, and five-year development investment plans;

2. Coordinate with the industry management ministry, provincial people's committees to implement regular annual supervision and inspection, and audits as prescribed on the implementation of recruitment systems, salary, and bonus systems of companies.

3. Provide agreed opinions on matters stipulated at Point k Clause 1, Article 9 of this Decree; provide opinions on matters stipulated at Point a Clause 1, Clauses 2, 3, and 4, Article 8 of this Decree.

Article 14. Rights and responsibilities of the Board of Members and the Company Chairman

The Board of Members and the Company Chairman are direct representatives of the owner at the company and have the following rights and responsibilities:

1. Decide on the strategy, production and business plans, and five-year investment development plans of companies after proposal and approval by competent authorities.

2. Decide on the annual production and business plans, and investment development plans of companies and send decisions to the industry management ministry, the Ministry of Planning and Investment, the Ministry of Finance (for state economic groups and state-owned corporations), to the industry management ministry, provincial people's committees (for companies under ministries and provincial people's committees) for consolidation and supervision.policies Board of Members, Chairman of the company, General Director (Director) of the company must follow the bankruptcy procedures as prescribed by the law on bankruptcy.

3. 3. Amend Clause 3 Article 2 as follows:on Propose competent authorities for appointment, reappointment, removal, resignation, rewards, and punishments for Chairmen and members of the Board of Members or Chairmen of companies, General Directors (Directors) of companies.

4. Decide on appointment, reappointment, removal, resignation, signing contracts, termination of contracts, rewards, and punishments for Deputy General Directors (Deputy Directors), Chief Accountants of companies.policies Propose competent authorities to adjust the charter capital; amend and supplement the company's charter; restructure, ownership transfer, dissolution, and bankruptcy request for companies.

5. Decide on capital contribution, holding, increase, and decrease of the company's capital in other enterprises; receiving subsidiaries and associated companies after proposal and approval of the main policy by the industry management ministry, provincial people's committees.

6. Decide on the dispatch of representatives of the company's share capital in other enterprises; assign tasks to the company's representative of the share capital to decide on contents stipulated in Clause 4, Article 20, Clause 4, Article 29 of this Decree.

7. Decide or authorize the General Director (Director) to decide on investment projects, loan contracts, lending, buying, and selling assets within the scope of authority prescribed in the company's charter and laws.

8. Propose the industry management ministry, provincial people's committees to approve the policy of foreign debt borrowing.

9. 3. Amend Clause 3 Article 2 as follows:on Decide on the establishment, restructuring, and dissolution of branches, representative offices, and other dependent units after proposal and approval of the main policy by competent authorities.

10. Prescribe internal management regulations of the company. Approve financial statements, profit distribution, reserve fund establishment and usage after approval by competent authorities.

11. Decide on salaries for positions appointed by the Board of Members or the Chairman of the company.

12. Decide on market development, marketing, and technology solutions for the company.

13. Rights and responsibilities of the Board of Members and the Chairman of the company towards wholly state-owned subsidiaries:

14. Decide on establishment, objectives, tasks, and business sectors; restructuring, ownership transfer, dissolution, and bankruptcy request after approval by competent authorities;

a) Approve the Charter, amendments, and supplements to the Charter;

b) Decide on the charter capital when establishing and adjusting the charter capital during the company's operation;

c) Decide on the appointment, reappointment, removal, resignation, rewards, and punishments for Chairmen and members of the Board of Members or Chairmen of companies, General Directors (Directors), Inspectors;

d) Approve strategies, production and business plans, and five-year investment development plans;

đ) Article 18. Obligations in approving investment policies, purchasing, selling assets, and loan contracts

e) Approve the proposal to borrow, lend, purchase, or sell assets with a value equal to or greater than 50% of the company's charter capital or another ratio lower than that specified in the Company's Articles of Association;

g) Approve the annual financial report, profit distribution, establishment, and utilization of funds;

15. Implement restructuring and modernization of enterprises after being approved by the competent authority with the overall plan;on Be responsible for managing and operating the enterprise in compliance with the laws and decisions of the owner; manage, use, preserve, and develop effectively; promptly report to the owner on the enterprise's operation losses, inability to ensure payment capacity, failure to achieve assigned goals and tasks, or other violations;

16. MỤC 3. ASSIGNMENT AND GRADATION OF THE PERFORMANCE OF THE OBLIGATIONS OF THE STATE OWNERdevelopmentArticle 3. Functions, duties, powers of Management Boards and duties, powers of the Chairperson, Vice Chairperson (if any), Secretary, and Members of Management BoardsNo.The Ministry of Finance has the obligation to invest the charter capital after the competent authority decides the level of charter capital for state economic groups and companies under its management sector;on The provincial People's Committee has the obligation to fully invest the charter capital for companies under its jurisdiction;nationalThe Board of Members, Chairman of the company have the obligation to fully invest the charter capital for wholly-owned subsidiaries they decide to establish;

Article 16. Obligation to comply with the Company's Articles of Association

Article 15. Obligation to Invest Adequate Registered Capital

1. The State Owner has the obligation for debts and other assets within the scope of the company's charter capital;Deputy ministers of ministerial-level agencies, The Board of Members, Chairman, General Director (Director) of the company must manage and operate the company to ensure the ability to pay off debts and other asset obligations; determine and separate the owner's assets from the company's assets;

2. The management sector must monitor, inspect, and evaluate the debts and other asset obligations of state economic groups and companies under its jurisdiction. The provincial People's Committee must monitor, inspect, and evaluate the debts and other asset obligations of companies under its jurisdiction. In case of discovering difficulties in paying off debts and other asset obligations, the management sector and the provincial People's Committee shall require and direct the company to prepare a remediation plan and report to the competent authority for consideration and decision; DECREES:provincial People's Committees.

3. Annually, the Ministry of Finance reports to the Government on the situation of debts and other asset obligations of state economic groups, state joint-stock corporations, and other wholly state-owned enterprises nationwide;

When the company enters bankruptcy, the management sector and the provincial People's Committee shall direct the Board of Members, Chairman, General Director (Director) of the company to implement the bankruptcy request procedures according to the law on bankruptcy;

Organizations and individuals exercising the rights and responsibilities of the owner must comply with the Company's Articles of Association and bear legal responsibility for decisions made beyond their authority.

Article 17. Obligation Regarding Debts and Other Assets

1. Article 18. Obligations in approving investment policies, purchasing, selling assets, and loan contracts;

Organizations and individuals exercising the rights and responsibilities of the owner must perform their duties correctly within their authority and in accordance with the law when approving investment policies, purchasing, selling assets, and loan contracts of the company; supervise the implementation of their decisions and approvals;

2. The Board of Members, Chairman, General Director (Director) of the company must implement investment projects, purchasing, selling assets, and loan contracts of the company in accordance with the approved policy and the provisions of the law;

Organizations and individuals exercising the rights and responsibilities of the owner must ensure the company's lawful business rights; ensure that the Board of Members, Chairman, and General Director (Director) can actively manage and operate the company effectively in accordance with the law and the Company's Articles of Association;

3. ASSIGNMENT AND GRADATION OF THE PERFORMANCE OF THE RIGHTS AND RESPONSIBILITIES OF THE STATE OWNER TOWARDS ENTERPRISES IN WHICH THE STATE HOLDS MORE THAN 50% OF THE CHARTER CAPITALồBoard of Members, Chairman of the company, General Director (Director) of the company must implement investment projects, purchase and sale of assets, loan contracts of the company according to the approved policy and the law.

Organizations and individuals exercising the rights and responsibilities of the owner have the obligation to properly execute their authority and comply with the law when approving investment policies, purchasing and selling assets, and loan contracts of the company; supervising the implementation of their decisions and approvals.nationalLoan contracts, lending contracts

1. Organizations and individuals exercising the rights and responsibilities of the owner have the obligation to ensure the company's lawful business operations; ensuring that the Board of Members, Chairman, General Director (Director) can actively manage and operate the company effectively according to the law and the Company Charter.

2. ASSIGNMENT AND GRADING OF THE RIGHTS, RESPONSIBILITIES OF THE STATE OWNER TOWARDS ENTERPRISES IN WHICH THE STATE HOLDS MORE THAN 50% OF THE REGISTERED CAPITAL

Article 19. Obligation to Ensure the Company's Right to Operate Legally

Policies for purchasing and selling assets and loan contracts valued at or exceeding 50% of the enterprise's registered capital or another lower ratio specified in the enterprise's charter; policies for borrowing foreign debts of the enterprise;

Chapter III

Financial reports, profit distribution, establishment and use of funds, dividend rates

Article 20. Rights and responsibilities of the State owner

1. Decides on the contribution of capital, transfer of state investment capital at enterprises; exercises shareholders' rights and rights of capital contributors according to the law and the enterprise's charter; bears responsibility for the debts and other property obligations of the enterprise within the scope of the state capital contributed to the enterprise.onDirective of the enterprise; dismisses, rewards, disciplines the Representative; decides the salary, bonuses, allowances, and other benefits of the Representative; evaluates the Representative.on The State owner assigns tasks to the Representative to decide on the following matters of the enterprise:

2. Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements of the enterprise;

3. Charter, amendments, and supplements to the charter of the enterprise;

4. Increase or decrease in registered capital; timing and method of raising capital; types of shares and total number of each type of shares that may be offered for sale; purchase of more than 10% of the total number of shares offered for sale of each type;

a) Nomination for election, recommendation for dismissal, reward, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Members' Council, members of the Supervisory Board. Nomination for appointment, recommendation for dismissal, signing of contracts, termination of contracts with the General Director (Director) of the enterprise. Remuneration, salary, bonuses, and other benefits of members of the Board of Directors, members of the Members' Council, members of the Supervisory Board, General Director (Director) of the enterprise; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Directors (Deputy Directors) of the enterprise;

b) d) Strategy, production and business plans, and five-year development investment plans of the enterprise; list of Group A and B investment projects annually;

c) Policy on contributing capital, holding, increasing, or decreasing state investment capital in other enterprises; establishment, restructuring, dissolution of branches, representative offices, and other dependent accounting units; acceptance of enterprises voluntarily joining as subsidiaries or associated companies;đượ Policy on purchasing, selling assets, and borrowing, lending contracts with values equal to or greater than 50% of the enterprise's registered capital or another ratio lower than that specified in the enterprise's charter; policy on foreign borrowing of the enterprise;

d) Financial statements, profit distribution, establishment and use of funds, annual dividend rate;

Recruitment system; remuneration, salary, bonus system of the enterprise.

e) Requests the Representative to report to implement regular supervision, inspection, and audit according to regulations on compliance with laws; management, use, preservation, and development of state assets in the enterprise; implementation of strategies and plans; evaluation of the achievement of assigned objectives and tasks, operational results, and business production efficiency.

g) Recruitment regulations; remuneration, salary, and bonus systems of the enterprise.

h)||| Requesting the Representative to report for regular monitoring, inspection, and auditing according to regulations on compliance with the law; management, use, preservation, and development of state capital in the enterprise; implementation of strategies and plans; assessing the achievement of assigned goals, tasks, operational results, and business efficiency., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP Rights and responsibilities of the industry management ministry,

i) provincial people's committee towards enterprises undergoing transformation and shareholding reform under ministries and provincial people's committees:

5. Request the Representative to report for the purpose of conducting regular supervision, inspection, and audit in accordance with regulations on the implementation of laws; state management, use, preservation, and development at enterprises; the implementation of strategies and plans; assessment of the achievement of assigned objectives and tasks, operational results, and business efficiency.developmentArticle 3. Functions, duties, powers of Management Boards and duties, powers of the Chairperson, Vice Chairperson (if any), Secretary, and Members of Management BoardsNo.The rights and responsibilities of the Ministry managing the sector,

Article 21. Rights and responsibilities of the Government

Specifies the following issues as the basis for guiding state capital owners and Representatives in exercising shareholders' rights and obligations in enterprises:

1. Regulations on appointing, dismissing, rewarding, and disciplining Representatives; criteria for evaluating Representatives; nominating to elect, dismiss, remove, reward, and handle violations of Board of Directors members, Chairman of the Board of Directors, Chairman of the Board of Members, Supervisory Board members; appointing, dismissing, signing contracts, terminating contracts with General Directors (Directors) of enterprises; number of Board of Directors members, Supervisory Board members, Deputy General Directors (Deputy directors) of enterprises.nationalSpecifies financial management systems, profit distribution, reserve fund establishment and utilization; financial reporting and disclosure systems of enterprises; supervision and inspection mechanisms.

2. Specifies recruitment systems; remuneration, salary, and bonus systems of enterprises and State Capital Representatives at enterprises.

3. Specifies monitoring, inspection, and audit systems for compliance with laws; evaluation of the implementation of strategies, plans, goals, assigned tasks, operational results, business efficiency; management, use, preservation, and development of enterprise capital.

4. Specifying mechanisms for assigning tasks and participating in the provision and assurance of public goods and essential services for the economy.

5. Specifies criteria for evaluating operational results and business efficiency of enterprises. specialized agency under the People's Committee of the province/city.Article 22. Rights and responsibilities of the Prime Minister

6. Decides on holding, increasing, or decreasing state capital invested in economic groups after shareholding reform.

Approves for Ministries managing sectors to assign tasks to Representatives to decide on the following matters for economic groups after shareholding reform:

1. Charter, amendments, and supplements to the Charter;

2. Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requests;

a) Increase or decrease in registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that can be offered; purchasing more than 10% of the total number of shares sold of each type;

b) Strategies, production and business plans, and five-year investment development plans.

c) Approves comprehensive projects on holding, increasing, or decreasing state capital invested in converted and shareholding-reformed enterprises under Ministries and provincial People's Committees.

d) Article 23. Rights and responsibilities of Ministries managing sectors, provincial People's Committees

3. Ministries managing sectors shall perform the following rights and responsibilities towards economic groups after shareholding reform:

Appointing, dismissing, rewarding, and disciplining Representatives; deciding salaries, bonuses, allowances, and other benefits for Representatives. Evaluating Representatives;

1. Proposing the Prime Minister to decide on holding, increasing, or decreasing state capital invested in economic groups after shareholding reform;

a) Proposing the Prime Minister to approve assigning tasks to Representatives to decide on the following matters: Charter, amendments, and supplements to the Charter; objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requests; increase or decrease in registered capital, timing and methods of raising capital, types of shares and total number of each type of shares that can be offered, purchasing more than 10% of the total number of shares sold of each type; strategies, production and business plans, and five-year investment development plans;

b) Approving Representatives to decide on the matters specified in Points d, e, h Clause 4 Article 20 of this Decree; list of Group A and B investment projects annually and notify the Ministry of Planning and Investment, Ministry of Finance for consolidation and supervision; policy on buying, selling assets and loans, lending with value equal to or greater than 50% of registered capital or another ratio smaller than stipulated in the economic group's Charter; policy on foreign borrowing of the group and proposing the Ministry of Finance to review and approve;

c) g) Requesting Representatives to report for regular supervision, inspection, and auditing according to regulations on compliance with laws; management, use, preservation, and development of state capital at enterprises; implementation of strategies and plans; evaluation of the implementation of assigned goals, tasks, operational results, and business efficiency of economic groups after shareholding reform.

d) Rights and responsibilities of Ministries managing sectors,developmentprovincial People's Committees towards converted and shareholding-reformed enterprises under Ministries and provincial People's Committees:onDecide on holding, increasing, or decreasing state capital invested in enterprises; appointing, dismissing, rewarding, and disciplining Representatives; deciding salaries, bonuses, allowances, and other benefits for Representatives. Evaluating Representatives;ầApproving Representatives to decide on the matters specified in Clause 4 Article 20 of this Decree. Notifying the list of Group A and B annual investment projects for the Ministry of Planning and Investment, Ministry of Finance to consolidate and supervise. Approving policies and proposing the Ministry of Finance to review and approve foreign borrowing of enterprises;nationalRequesting Representatives to report for regular supervision, inspection, and auditing according to regulations on compliance with laws; management, use, preservation, and development of state capital at enterprises; implementation of strategies and plans; evaluation of the implementation of assigned goals, tasks, operational results, and business efficiency of enterprises;

Proposing the Prime Minister to approve comprehensive projects on holding, increasing, or decreasing state capital invested in enterprises.

2. provincial people's councils regarding enterprises undergoing transformation and shareholding under the Ministry and provincial People's Committees: The Provide opinions on issues specified in Points a and b Clause 2 Article 22 of this Decree.

a) Decides on holding, increasing, and decreasing state capital invested in enterprises; appoints, dismisses, rewards, and disciplines the Representative; decides on the salary, bonuses, allowances, and other benefits of the Representative. Evaluates the Representative;

b) Approves the Representative to decide on the contents stipulated in Clause 4, Article 20 of this Decree. Announces annually the list of group A and B investment projects for the Ministry of Planning and Investment, the Ministry of Finance to consolidate and supervise. Approves the policy and requests the Ministry of Finance to review and approve foreign debt borrowings of the enterprise;g Requests the Representative to report for regular supervision, inspection, and audit according to regulations on compliance with laws; management, use, preservation, and development of state capital at the enterprise; implementation of strategies and plans; evaluation of the completion of assigned objectives and tasks, operational results, and business production efficiency of the enterprise;

c) Proposes the Prime Minister to approve the overall Project on holding, increasing, and decreasing state capital invested in enterprises.

d) Nominates for election, dismissal, removal, reward, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, and members of the Supervisory Board; appoints, dismisses, signs labor contracts, terminates labor

Article 24. Rights and responsibilities of the Ministry of Finance

1. Propose the Government to establish financial management regulations, profit distribution, reserve fund establishment and utilization; capital management, use, preservation, and development; reporting and financial transparency systems; monitoring and inspection mechanisms.

2. Propose to the Government to establish criteria for evaluating the results of operations and business efficiency of enterprises; mechanisms for assigning tasks and participating in providing and ensuring public goods and essential services for the economy.

3. Annually compile and report to the Government on the business efficiency and implementation of assigned public tasks of state-owned enterprises holding more than 50% of the charter capital nationwide.nationalCoordinate with sectoral ministries and provincial People's Committees to require representatives to report for regular supervision, inspection, and auditing according to regulations on the management, use, preservation, and development of state investment capital in enterprises nationwide.nationalAppraise and propose to the Prime Minister to decide on holding, increasing, or reducing state investment capital in economic groups after shareholding reform.

4. Appraise and propose to the Prime Minister to approve increases or reductions in registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that may be offered for sale; the purchase of more than 10% of the total number of sold shares of each type for economic groups after shareholding reform.

5. Nominate individuals to join the Supervisory Board of economic groups after shareholding reform.

6. Based on approved foreign borrowing regulations and plans, appraise and approve foreign borrowing amounts of enterprises as proposed by sectoral ministries and provincial People's Committees.

7. Provide opinions on issues stipulated in Point a, b, and d Clause 2, Clause 3 Article 22 of this Decree.

8. Provide opinions to sectoral ministries and provincial People's Committees on capital contributions, holdings, increases, or reductions in investments in other enterprises; accepting voluntary participation of enterprises as subsidiaries or associated companies of economic groups and corporations after shareholding reform.

9. Article 25. Rights and responsibilities of the Ministry of Industry and Trade

Propose to the Government to establish a system for supervising and inspecting the implementation of strategies, plans, goals, and assigned tasks of enterprises.policies This Decree stipulates the organization, tasks, powers, and activities of agencies performing the function of inspecting the industry of Planning and Investment; inspectors, persons assigned to perform specialized inspection tasks, and inspection collaborators of the industry of Planning and Investment; the responsibilities of agencies, organizations, and individuals in the inspection activities of the industry of Planning and Investment.

1. Appraise and propose to the Prime Minister to approve objectives, tasks, industries, and businesses; restructuring, dissolution, and bankruptcy requirements; production and business strategies and five-year investment and development plans for economic groups after shareholding reform.

2. Annually compile and report to the Government on the implementation of objectives, tasks, and industries and businesses of economic groups and corporations under its management after shareholding reform. Coordinate with sectoral ministries and provincial People's Committees to require representatives to report for annual supervision and inspection and auditing according to regulations on implementing production and business strategies and five-year investment and development plans.

3. Provide opinions on issues stipulated in Clause 1, Point a, and c Clause 2, Clause 3 Article 22 of this Decree.

4. Article 26. Rights and responsibilities of the Ministry of Home AffairshPropose to the Government to establish regulations on appointing, dismissing, rewarding, and disciplining representatives; evaluation criteria for representatives; nominating for election, dismissal, removal, reward, and handling violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, and members of the Supervisory Board; appointing, dismissing, signing, and terminating contracts with representatives.

5. Article 25. Rights and responsibilities of the Ministry of Industry and Trade

Coordinate with sectoral ministries and provincial People's Committees to require representatives to report for supervision and inspection of compliance with Party and State regulations on cadre work for economic groups and corporations after shareholding reform.

1. Provide opinions on issues stipulated in Point a and b Clause 2 Article 22 of this Decree.i contracts with the sector management ministry, provincial People's Committee requires the Representative to report for implementing supervision and inspection of compliance with Party and State regulations on cadre work for economic groups and state corporations after shareholding reform.nationalProvides opinions on issues specified in Point a, b, Clause 2, Article 22 of this Decree.nationalSpecifies financial management systems, profit distribution, reserve fund establishment and utilization; financial reporting and disclosure systems of enterprises; supervision and inspection mechanisms.

2. Guide the registration of activities for sports clubs, grassroots physical education and sports facilities, and cheerleading clubs.nationalImplements and organizes

3. to implement and organize

Article 27. Rights and responsibilities of the Ministry of Labor, Invalids and Social Affairs

1. Submit to the Government for approval the recruitment system; remuneration, salary, and bonus systems for enterprises and State Capital Representatives at enterprises.

2. Coordinate with sector management Ministries and provincial People's Committees to implement regular annual supervision, inspection, and audits according to regulations on the implementation of recruitment systems; remuneration, salary, and bonus systems for enterprises.

3. to implement and organize

Article 28. Rights and responsibilities of the Representative

The Representative, authorized to exercise the rights and responsibilities of the State Owner, must comply with the law; properly fulfill tasks assigned by the State Owner when deciding matters stipulated in Clause 4, Article 20 of this Decree; promptly report to the Owner regarding enterprise losses, inability to ensure payment capacity, failure to meet objectives and tasks assigned by the Owner, or other violations.

Chapter IV

ASSIGNMENT OF RIGHTS AND RESPONSIBILITIES OF THE STATE OWNER FOR ENTERPRISES IN WHICH THE STATE HOLDS LESS THAN 50% OF THE REGULATORY CAPITAL

Article 29. Rights and responsibilities of the State Owner

1. Decide on capital contributions and transfers of State-owned capital in enterprises; exercise shareholders' and contributing members' rights as prescribed by law and the Enterprise Charter; be responsible for the enterprise's debts and other property obligations within the scope of the State's contributed capital.

2. Appoint the Representative to exercise shareholders' and contributing members' rights; dismiss, reward, and discipline the Representative at the enterprise; decide on the Representative's salary, bonuses, allowances, and other benefits; evaluate the Representative.

3. Charter, amendments, and supplements to the charter of the enterprise;

4. Increase or decrease in registered capital; timing and method of raising capital; types of shares and total number of each type of shares that may be offered for sale; purchase of more than 10% of the total number of shares offered for sale of each type;

a) Nomination for election, recommendation for dismissal, reward, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Members' Council, members of the Supervisory Board. Nomination for appointment, recommendation for dismissal, signing of contracts, termination of contracts with the General Director (Director) of the enterprise. Remuneration, salary, bonuses, and other benefits of members of the Board of Directors, members of the Members' Council, members of the Supervisory Board, General Director (Director) of the enterprise; number of members of the Board of Directors, members of the Supervisory Board, Deputy General Directors (Deputy Directors) of the enterprise;

b) d) Strategy, production and business plans, and five-year development investment plans of the enterprise; list of Group A and B investment projects annually;

c) Approves comprehensive projects on holding, increasing, or decreasing state capital invested in converted and shareholding-reformed enterprises under Ministries and provincial People's Committees.

d) Nominate candidates for election, propose dismissal, removal, rewards, and handling of violations of Board of Directors members, Chairman of the Board of Directors, Chairman of the Board of Members, Supervisory Board members; nominate candidates for appointment, dismissal, signing of contracts, termination of contracts with General Managers (Directors) of enterprises. Remuneration, salary, bonuses, and other benefits of Board of Directors members, Board of Members members, Supervisory Board members, General Managers (Directors) of enterprises; number of Board of Directors members, Supervisory Board members, Deputy General Managers (Deputy Directors) of enterprises;

đ) Strategic plans, production and business plans, and five-year investment and development plans of the enterprise;

e) Policy on establishing subsidiary companies; establishment, restructuring, dissolution of branches, representative offices;

g) Investment policy, purchase, sale of assets, and loan contracts with values equal to or greater than 50% of the total asset value recorded in the latest financial report of the enterprise or another lower ratio specified in the Enterprise Charter;

h)||| Annual financial reports, profit distribution, reserve fund establishment and utilization, and annual dividend rates of enterprises.

5. Require the Representative to report to implement regular supervision, evaluation of the effectiveness of State capital usage in enterprises.

Article 30. Rights and responsibilities of the Government, Prime Minister

1. The Government shall establish the management and use system of State capital in enterprises, serving as a basis for guiding State Owners and Representatives in exercising shareholders' and contributing members' rights and obligations in enterprises.

2. The Prime Minister approves the overall project on holding, increasing, or reducing State investment capital in enterprises based on proposals from sector management Ministries, provincial People's Committees, opinions from the Ministry of Finance, and the Ministry of Planning and Investment.policies Ministry of Planning and Investment.

Article 31. Rights and responsibilities of the Ministry managing the sector, People's Committees of provinces

1. Appointing, dismissing, rewarding, and disciplining the Representative; determining the salary, bonuses, allowances, and other benefits for the Representative; evaluating the performance of the Representative.

2. Assigning tasks to the Representative to decide on the contents stipulated in Clause 4, Article 29 of this Decree.

3. Require the Representative to report to implement regular supervision, evaluation of the effectiveness of State capital usage in enterprises.

4. Nominates for election, dismissal, removal, reward, and handling of violations by members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Board of Members, and members of the Supervisory Board; appoints, dismisses, signs labor contracts, terminates labor

Article 32. Rights and responsibilities of the Ministry of Finance

1. Submitting to the Government for the establishment of regulations on the management and use of state capital in enterprises.

2. Cooperating with the Ministry managing the sector, People's Committees of provinces to request the Representative to report for regular supervision and inspection. Annually compiling and reporting to the Government on the effectiveness of the use of state capital in enterprises nationwide.

3. Providing opinions on the issues specified in Clause 2, Article 30 of this Decree.

Article 33. Rights and responsibilities of the Representative

The Representative is authorized to exercise the rights and responsibilities of the state owner trwith the obligation to comply with the law; properly performing the tasks assigned by the state owner when deciding on the contents mentioned in Clause 4, Article 29 of this Decree; promptly reporting to the owner about the enterprise's losses, inability to ensure payment capacity, failure to achieve goals and tasks assigned by the owner, or other violations.

Chapter V

IMPLEMENTING PROVISIONS

Article 34. Effective dateệnto effecitselffor implementation

This Decree takes effect from December 30, 2012.

Decree No. 132/2005/NĐ-CP dated October 20, 2005 of the Government on the implementation of the rights and obligations of the state owner towards state-owned companies, Decree No. 86/2006/NĐ-CP dated August 21, 2006 of the Government amending and supplementing certain articles of Decree No. 132/2005/NĐ-CP, and previous provisions contrary to this Decree are hereby abolished.

Article 35. Responsibility for implementation and organizationệm thi hành và tổ chức a) Report to the Ministry of Natural Resources and Environment on the results of training and upgrading, including listing the teaching staff participating in teaching, evaluating the participation of trainees in the training process, the results of organizing examinations for completing the training and upgrading program on land valuation business, the issuance of Certificates and the use of Certificate codes, summarizing the feedback from trainees on the quality of the training and upgrading program on land valuation business, and other relevant matters.

1. The Ministry of Finance shall issue Rules on the operation of the Representative authorized by the state owner regarding state capital invested in enterprises.

2. 12 ||| and Investmentpolicies The Ministry of Planning and Investment shall annually report to the Government on the implementation of the rights, responsibilities, and obligations of the state owner towards state-owned enterprises.

3. The Government Inspectorate shall take the lead and cooperate with the Ministry of Planning and Investment and the Ministry of Finance to submit to the Government for the issuance of Rules on supervision, inspection, and auditing of enterprises in their compliance with laws and adherence to decisions of the owner.

4. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees, Members of the Board of Directors or Chairpersons of state-owned enterprises that hold 100% of the registered capital in limited liability companies and Representatives authorized by the state owner for the portion of state capital°invested in enterprises have the responsibility to implement this Decree.For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract. invested in enterprises have the responsibility to implement this Decree./.