Nghị định 82/2014/ND-CP

DECREE

PROMULGATING STATUTE ON FINANCIAL MANAGEMENT FOR VIETNAM ELECTRICITY

Pursuant to the Law on Government organization dated December 25, 2001;

Pursuant to the Law on Enterprise dated November 29, 2005;

Pursuant to the Law on Electricity in 2004 and Law on amendments to the Law on Electricity in 2012;

At the request of the Minister of Finance,

The Government promulgates the Statute on financial management for Vietnam Electricity (hereinafter referred to as EVN)

Article 1. Enclosed herewith is the Statute on financial management for EVN

Article 2. This Decree takes effect since October 15, 2014. Regulations on financial management for EVN enclosed with the Minister of Finance’s Decision No. 1876/QĐ-BTC dated August 05, 2011 are hereby annulled.

Article 3. Ministers, heads of ministerial-level agencies, heads of governmental agencies, presidents of People’s committees of central-affiliated cities and provinces, The Member council, General Director of EVN shall be responsible for executing this Decree./.

THE STATUTE

FINANCIAL MANAGEMENT FOR EVN
(Enclosed with the Government’s Decree No. 82/2014/NĐ-CP dated August 25, 2014)

Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

1. This Statute regulates financial management for EVN.

2. EVN shall be responsible for executing regulations of the Statute on financial management for State-owned single member limited companies and managing state capital invested in other businesses according to the Government’s regulations, other law provisions and this Statute.

Article 2. Interpretation of terms

In this Statute, some terms are construed as follows:

1. “Vietnam National Electricity Group” means a group of companies that have independent corporate capacity including:

a) EVN (First-grade business);

b) Scientific research and training units;

c) Subsidiary companies of EVN (Second-grade businesses);

d) Subsidiary companies of the second grade businesses;

dd) Associate businesses of Vietnam National Electricity Corporation;

2. EVN is a parent company that belongs to Vietnam National Electricity Group and organized in the form of state-owned single member limited companies under the Prime Minister's Decision No. 975/QĐ-TTg dated June 25, 2010.

3. “Units affiliated to EVN” mean EVN-affiliated cost-accounting units including public service units (training schools, research institutes, centers), for-profit and not-for-profit affiliates and other units that are established under decision of competent agencies.

4. “Subsidiaries of EVN” mean corporations, independent cost-accounting companies with 100% of charter capital, or shares, dominant contributed capital or other dominant powers being held by EVN and organized in the form of single member limited companies, limited liability companies from two members and over, joint-stock companies, joint-venture companies, foreign-based companies and other types of companies according to law provisions.

5. “Associate companies of EVN” means companies that own shares, contributed capital below dominant level of EVN and are bound by interests and obligations with EVN by proportion of capital contribution or by a contract with EVN.

6. “Member units of EVN” include affiliates and subsidiaries.

7. “Charter capital of EVN” means the capital invested by the State and recorded in EVN’s Charter of organization and operation.

8. “Shares, dominant capital contributed by EVN” mean shares or contributed capital owned by EVN accounting for more than 50% of the charter capital of such business or other proportions according to law provisions or Statute of such business.

9. “Dominant powers of EVN” mean the powers of EVN over other businesses including at least one of the following powers:

a) Power of sole proprietorship;

b) Power of shareholders, members holding dominant contributed capital of a business

c) Direct or indirect power to appoint majority or all of members of the Board of Directors, or the Member council, General director of a business;

d) Powers to make decision on approval, amendments and supplements to Statute of a business;

dd) Other cases of dominance as agreed between EVN and dominated businesses and recorded in the Statute of dominated business.

10. “Authorized representatives of EVN’s contributed capital invested in subsidiary companies, associate companies” mean persons who represent EVN’s Member council to manage shares or capital invested in such subsidiary companies, associate companies (hereinafter referred to as “Representatives”).

Other terms stated in this Statute and interpreted in Civil Code, the Law on Enterprise and other legislative documents shall have the meanings interpreted in such documents.

Article 3. Ownership

The State is the Owner of EVN. The Government shall unify management and organization of the exercise of rights and obligations of EVN's state owner.

Chapter II

THE STATUTE ON FINANCIAL MANAGEMENT FOR EVN

Section 1. MANAGEMENT AND USE OF CAPITAL

Article 4. EVN’s capital

1. EVN’s capital includes capital invested in EVN by the State, mobilized by EVN and other types of capital as prescribed.

2. Charter capital

a) Charter capital of EVN recorded in EVN’s Charter of organization and operation is approved by the Prime Minister.

b) Charter capital of EVN shall be revised up during the operation according to law provisions and procedures for revisions to charter capital shall be prescribed by the Government.

c) Additional sources to EVN's charter capital are from development investment funds and other additional sources (if any). In case the enterprise arrangement support fund at EVN is used as additional sources to the charter capital, it must be approved in writing by the Prime Minister.

Article 5. Rights and obligations of EVN for using capital and funds managed by EVN

1. EVN is entitled to use the state-invested capital, other types of capital and funds managed by EVN for its business activities according to law provisions and the Owner’s decisions; carry out effective management, use, preservation and development of the capital; make timely report to the Owner and the Ministry of Finance on business performance and violations as prescribed.

2. Use of capital, funds for investment must conform with the Law on Management of Investment and Construction.

Article 6. Capital mobilization

1. EVN is entitled to mobilize capital from organizations and individuals at home and abroad as prescribed to meet EVN’s demand for capital and responsible for using mobilized capital and refunding all principal and interest to creditors as committed by EVN. Mobilization of capital by EVN must guarantee debt-to-equity rate is not in excess of three including guaranteed loans (in case of businesses contributed in capital by EVN).

2. Manner of capital mobilization: issuance of bonds, treasury bills, exchange bills; loans from credit institutions, financial institutions, organizations and individuals, employees and other manners of mobilization as prescribed by the laws.

3. EVN is not entitled to mobilize capital for investment in securities, banking, insurance, investment funds, real estates and finance.

4. EVN is entitled to mobilize idle capital from subsidiary companies 100% owned by EVN in charter capital. In case EVN mobilizes capital from businesses with contributed capital less than 100% of the charter capital, a written agreement must be reached with these businesses.

Upon capital mobilization, the two parties must negotiate on interest rates that are not higher than market interest rate at the time of mobilization under the Statute on capital mobilization promulgated by EVN.

5. EVN is entitled to guarantee loans from banks or credit institutions for subsidiary companies 100% owned in charter capital by EVN according to law provisions. Total value of all guaranteed loans for one subsidiary company 100% owned in charter capital by EVN (excluding loans provided by EVN) shall not be in excess of value of the capital contributed to such company by EVN.

In case businesses contributed in capital by EVN need a guaranteed loan, EVN shall be entitled to guarantee in following principle: Proportion of each guaranteed loan shall not exceed proportion of the capital contributed by EVN to the business and total value of guaranteed loans shall not exceed actual contributed capital invested in such company by EVN.

Total value of all guaranteed loans for subsidiary companies 100% owned in charter capital by EVN and businesses contributed in capital by EVN shall not exceed EVN’s owner equity and at the same time ensure debt-to-equity rate as prescribed in Clause 1 of this Article. EVN shall be responsible for monitoring use of loans and payment of debt by businesses.

6. EVN is permitted to mobilize preferential loan capital under the decision of the Prime Minister for investment in electricity projects, projects on renovation of rural medium and low-voltage electrical grids and electrical grids handed over by other organizations.

7. EVN is supported by state budget for investment in electricity projects serving social security, National defense and security under the decision of the Prime Minister.

8. EVN shall carry out the transfer of owner's investments from member units (100% owned in charter capital by EVN) to EVN when charter capital is lower than equity as determined in member units’ most recent financial reports if such units do not need to make upward revision of charter capital but ensure equity in member units is not lower than charter capital at the time of transfer.

9. Authorities to approve plan for capital mobilization:

a) EVN is entitled to mobilize capital to serve production and business, ensuring debt-to-equity rate is not in excess of three including guaranteed loans (in case of businesses contributed in capital by EVN) Of which, the Member council decides a plan to mobilize no more than 30% of EVN's charter capital or a smaller proportion as prescribed in EVN’s Statute. The Member council shall assign General Director to decide the plan for capital mobilization according to EVN’s regulations on internal decentralization.

b) In case the demand for capital mobilization of EVN exceeds the level as prescribed in Point a of this Clause for important projects, the Owner must be reported for consideration and decision on the basis that such projects must ensure solvency and efficiency.

Article 7. Management of liabilities

1. EVN shall be responsible for following up all liabilities including payable interests, information related to penalties for delayed payment, lenders and payment of liabilities within the prescribed time. Carrying out regular examination, assessment and analysis of its solvency, early detection of difficulties in the payment of liabilities to come up with quick solutions, ensuring no generation of overdue debts.

2. Payable foreign currency exchange differences arising in the period, exchange differences as a result of re-assessment of payable outstanding foreign currency debt at the end of fiscal year shall be handled as prescribed in Article 23 hereof.

Article 8. Management of invested capital for construction

1. Management of capital during the investment and construction from investment preparation, implementation to completion and putting the works into operation must ensure compliance with state regulations and EVN’s internal regulations.

2. Leaders of EVN and affiliates shall be responsible for activities of investment in fundamental construction arising at the unit and figures, documents, invoices and vouchers in connection with financial statement, final settlement of invested capital for completely constructed works, upgraded works. Heads of units shall carry out supervision and assessment of efficiency of their own operation under current supervision regulations.

Article 9. Preservation of state capital

1. EVN must ensure effective management and use of state capital, preserve and develop capital as prescribed by the laws.

2. EVN shall carry out preservation of capital as follows:

a) Comply with regulations on management and use of capital, assets, distribution of profits and other financial and accounting regimes.

b) Purchase property insurance as prescribed by the laws;

c) Handle lost property value, doubtful debts in a timely manner and establish the following loan loss provisions:

- Provision against devaluation of goods in stock;

- Provision against doubtful receivable accounts;

- Provision against devaluation of long-term financial investments;

- Provision for warranty of products, goods, works and installations;

d) Other measures for preservation of equity at businesses as prescribed by the laws.

3. EVN shall carry out assessment of criteria and level of preservation of capital as prescribed. In case equity can not be preserved, the Member council must send a written explanation to the Owner and the Ministry of Finance of the causes and propose solutions for the next time.

4. When level of capital preservation is assessed, EVN shall be immune to effects caused by:

a) Transfer of equity carried out by the State.

b) Force majeure events (Natural disasters, diseases and wars...).

c) Investment for expansion of production according to the planning, plan approved by competent authorities that have effects on profits since the Works have put into operation.

d) Changes of structure of output and price of electricity versus the price plan approved by competent authorities;

dd) Revisions made to price by the State (for products valuated by the State) that has effects on EVN’s revenue or implementation of socio-economic targets as directed by the Government;

e) Exchange differences included in the electricity price plan;

Article 10. Investments outside EVN

1. EVN is entitled to use its capital to invest in industries as prescribed in EVN's Statute of Operation. Investment of capital outside EVN must be in compliance with law provisions and ensure efficiency, preservation and development of capital, increase of income and no change to EVN’s operation objectives.

2. Investment of capital outside EVN in connection with land must be in compliance with the Law on Land.

3. EVN is not entitled to receive investments or capital from its subsidiary companies, subsidiary companies of enterprises of second and over grades; subsidiary companies 100% owned in charter capital by EVN are not permitted to buy shares when EVN-affiliated units are equitized.

4. EVN is not entitled to contribute capital or make investment in real estate, contribute capital or buy shares at banks, insurance companies, securities companies, risk investment funds, securities investment funds or securities investment companies except otherwise as regulated by the Prime Minister.

5. Manners of investment outside EVN must conform with law provisions including:

a) Contribution of capital, purchase of shares for the establishment of joint-stock company, limited liability companies; contribution of capital under business cooperation contract without establishment of a new legal entity;

b) Purchase of shares or contribution of capital to other businesses operating in the area of electrical energy;

c) Acquisition of other businesses for establishment of a new legal entity;

d) Other manners of investment outside EVN as prescribed by the laws;

6. Authorities to decide investment of capital outside EVN:

a) The Prime Minister, the Minister of Industry and Trade within their competence shall decide contribution of capital to form a joint-venture business with foreign investors in Vietnam; make investment or contribute capital to form a business abroad; acquire businesses of other economic sectors; make investment in established businesses to carry out regular and stable production of public products and services serving National defense and security; and other investment projects beyond the competence of the Member council.

b) The Member council of EVN shall make decisions on investment projects outside EVN after the Owner has approved the policies.

7. EVN is not permitted to make investment or contribute capital to businesses key owners or managers thereto are spouses, fathers, mothers, sons, daughters, brothers, sisters of Chairman and members of the Member council, controllers, Board of General Director and Chief Accountant of EVN.

8. EVN shall exercise its rights and responsibilities of the owner for the capital invested in subsidiary companies, associate companies as prescribed by the laws.

Article 11. On-lending

1. For credit contracts executed by EVN for investment in electrical works that are then transferred to subsidiary companies, associate companies under the decision of the Prime Minister or the Ministry of Industry and Trade, EVN must negotiate with lending organizations or guarantors on changing name of the borrower as EVN into name of borrower as subsidiary companies, associate companies that receive the works from EVN (hereinafter referred to as the receiving company). In case changing name of borrower in the credit contract is not agreed by lending organizations or guarantors, EVN may carry out an on-lending agreement with the receiving company according to law provisions.

2. On-lending interest rates between EVN and the receiving company are based on interest rate of the credit contract signed between EVN and credit institutions with the inclusion of on-lending fees as agreed between the lender and borrower.

3. On-lending loans as prescribed in this Article shall not be included in the investments outside EVN.

4. EVN must carry out regular inspection, monitoring and forecasts about financial situations and solvency of the receiving company to make a timely decision on collection of debt.

Article 12. Outward investment

EVN is permitted to make outward investment for electrical works in accordance with regulations on outward investment and other relevant law provisions including the following issues:

1. Activities aimed at providing direct or indirect support for the investment of electrical projects abroad including:

a) Market research and investment opportunities;

b) Field survey;

c) Study of documents

d) Collect and buy documents, information in connection with selection of electrical projects;

dd) Compilation, assessment and appraisal including hire of consultants for assessment and appraisal;

e) Participation and organization of scientific workshops, conferences;

g) Operation of representative offices, contact offices, branches and foreign-based management offices of EVN in connection with formation of electrical projects;

h) Participation in international competitive bidding;

i) Negotiation on electricity contracts;

k) Other necessary activities;

2. Electrical projects invested abroad are formed through the following manners:

a) 100% of EVN’s capital invested in electrical projects;

b) Contribution of capital for the establishment of a new legal entity for investment in electrical projects abroad;

c) Cooperation contracts for electrical projects;

d) Receiving transfer of benefits participating in electrical project contracts;

dd) Receiving transfer of part or whole of electricity production and trading company

e) Other manners of investment as prescribed by the laws;

3. Investment incentives for outward investment projects are instructed in accordance with applicable regulations.

Section 2. MANAGEMENT AND USE OF ASSETS

Article 13. Assets of EVN

1. Assets of EVN include short-term assets (money, inventories, and other short-term assets) and long-term assets (fixed assets, investment real estate, long-term receivable accounts and other long-term assets).

2. EVN must build the Statute on management and use of assets to ensure effective use of assets, prevent waste, congestion, losses, quality degradation, technical obsolescence; organize cost-accounting and make adequate, accurate and timely reflection; conduct inventory and checks regularly or at the request of the Owner; make investment in fixed assets, manage and use property as prescribed.

3. EVN is entitled to transfer assets for production and trading, or for the re-structuring plan decided by the Prime Minister including electricity system, materials, equipment pertaining to businesses 100% owned in charter capital by EVN.

The transfer of these assets is done in the form of increase or decrease in owner’s investments.

 In case of the transfer of assets formed from on-lending loans from the Government, Government-guaranteed loans that are outstanding loans, it is required to obtain approval from sponsors (with respect to on-lending loans from the Government) or from lenders (with respect to Government-guaranteed loans).

Article 14. Investment, construction and procurement of fixed assets

EVN must build plans for five-year development projects including investment projects from group B and over according to the laws on management of construction investment projects or smaller scale as prescribed in EVN’s Statute and make the submission to the Owner for approval.

1. Authorities to decide projects for investment, construction and procurement of fixed assets by EVN:

a) The Member council of EVN shall make decisions on projects for investment, construction and procurement of fixed assets valued less than 30% of EVN’s charter capital but no more than level of group B as prescribed in the laws on management of construction investment projects.

Particularly for pressing power source and grid projects on the list approved by the Prime Minister, the Prime Minister, the Minister of Industry and Trade shall make decision or authorize EVN’s Member council to make decision on investment and take responsibility for such authorization.

EVN’s Member council shall give power to General Director on projects of investment, construction and procurement of fixed assets within the authority of the Member council.

b) Sequence, procedures for investment, construction and procurement of fixed assets are prescribed in the laws on management of construction investment projects.

2. Investment and procurement of means of transport serving operation of EVN:

Titles as managers who use means of transport to travel from residence to office, for business trips or for general tasks of EVN are prescribed under the decision of the Prime Minister. Equipment or replacement of means of transport shall be decided by EVN’s Member council according to the level stipulated by the Prime Minister.

3. Persons who make decision on investment, construction and procurement of fixed assets shall be responsible for non-conformity, technical obsolescence in the investment, construction and procurement of fixed assets.

Article 15. Fixed asset depreciation

1. EVN shall make deductions for fixed asset depreciation as prescribed by the Ministry of Finance.

2. General Director of EVN shall decide on specific level of deduction as prescribed by the Ministry of Finance.

3. Use of depreciation for investment and construction must conform with the laws on management of investment and construction.

4. EVN shall manage, use capital of depreciation of fixed assets invested in the affiliates by EVN.

5. Depreciation for some special cases:

a) For fixed assets subject to re-valuation under the decision of competent authorities, EVN shall take the initiative in building a new level of deduction according to the frame stipulated by the Ministry of Finance and make registration again with Tax Agency.

b) For any project with part of its fixed assets being upgraded, EVN shall re-determine technical useful life and new time of depreciation according to applicable regulations after the upgrading is completed.

c) For hydro-power plants, time of depreciation is calculated after 72 hours of trial operation and in the state of being ready for use.

d) For other electrical projects, time of depreciation is calculated since the project is put into commercial operation.

Đ) For areas used as residence or for managing operation of power plants invested by EVN:

- Depreciation cost for houses used as residence for experts, for managing operation and maintenance, or as residence for employees, workers at power plants shall be entered into power production and business costs. For houses as rental residence for employees, such rent shall be entered into power production costs.

- Depreciation cost for detached houses, duplexes, townhouses, multi-storied apartment buildings and other housing works rented by EVN to households of employees working for power plants shall be not accounted for in power production and business costs. EVN must determine unit price for house rental as prescribed and ensure sufficient compensation for depreciation cost to recover investment capital and expenses for services of management and maintenance of these works. EVN must make a separate entry for this business activity.

Article 16. Lease, mortgaging and pawning of assets

1. EVN is entitled to lease out, mortgage or pawn its assets on the principle of efficiency, preservation and development of capital according to law provisions.

2. EVN’s Member council shall make decision on asset lease contracts valued below 30% of EVN’s charter capital.

3. Authorities to make decision on mortgaging and pawning assets of businesses to obtain loans are prescribed in Article 6 hereof.

4. Use of assets for mortgaging and pawning must conform with regulations of Civil Code and other law provisions.

Article 17. Disposal, sale of assets

1. EVN is entitled to carry out sale or disposal of assets that are damaged, technically obsolete, degraded in quality, no longer needed or unusable for recovery of capital on the principle of public disclosure, transparency and preservation of capital In case of disposal, sale of assets formed from on-lending loans from the Government, Government-guaranteed loans that are outstanding loans, it is required to obtain approval from sponsors (with respect to on-lending loans from the Government) or from lenders (with respect to Government-guaranteed loans) and suggestions from the Ministry of Finance.

2. Authorities to make decision on disposal, sale of fixed assets:

a) EVN’s Member council shall make decision on plans for disposal, sale of assets valued below 30% of EVN’s charter capital but no more than the level of group-B projects. Plans for disposal and sale of fixed assets valued higher than level assigned to the Member council, the Member council shall make the report to the Owner for decision.

b) In case the plan for sale, disposal of fixed assets is inadequate to recover investment capital, EVN must make a written explanation of the reasons and submission to the Ministry of Industry and Trade and the Ministry of Finance before sale of fixed assets for monitoring.

c) Particularly for recently invested fixed assets (no more than three years) that do not yield economic efficiency as stated in the initially approved plan and are no longer needed by EVN while sale of such assets is inadequate to recover investment capital making EVN fall in default under the loan contract, the accountability of those concerned must be investigated and reported to the Prime Minister for consideration and handling as prescribed by the laws.

3. Method of disposal, sale of fixed assets: Sale of fixed assets is conducted in the form of auction through an asset auction organization or organized by EVN itself in accordance with sequence and procedures as prescribed in the Law on Asset Auction. In case sale, disposal of fixed assets with remaining value below VND 100 million as recorded in the accounting book, General Director of EVN shall decide either auction or negotiation but ensure price is not lower than market price.

In case fixed assets are not traded in the market, EVN is permitted to hire a valuation organization to carry out valuation of assets as foundations for sale according to aforementioned method.

4. Disposal, sale of land-linked assets must be done in accordance with the Law on Land.

5. Sequence and procedures for disposal, sale of assets are in accordance with applicable regulations.

Article 18. Transfer of capital investments outside EVN

The transfer of capital investments outside EVN is instructed in accordance with the Law on Enterprise, the Law on Securities and applicable regulations as follows:

1. Method of transfer:

Depending on manner of capital contribution, EVN shall carry out the transfer of capital investments in accordance with law provisions, Statute of the business and commitments to the business cooperation contract signed between the parties.

a) The transfer of capital investments from single member limited companies or limited liability companies from two members and over to form a multi-member limited liability company is instructed in accordance with the Law on Enterprise. The transfer of capital must reflect actual value of state capital invested in businesses including value of land use right according to law provisions.

b) For the transfer of capital investments from joint-stock companies listed on securities market or registered on UPCOM trading floor, EVN is entitled to proactively perform methods of order matching, auction, negotiations or competitive bidding but ensure the price is not lower than market price at the time of selling.

c) For the transfer of capital investments from unlisted joint-stock companies, EVN shall carry out the auction on the principle of public disclosure, transparency and preservation of capital. as follows:

In case the transfer of capital investments with face value from VND 10 billion and over is made, an auction must be organized through the Stock Exchange. In case the transfer of financial investments with face value from below VND 10 billion is made, EVN is entitled to hire an intermediate financial institution (securities companies) to conduct an auction or organize it itself, or conduct an auction through the Stock Exchange.

Negotiation on transfer of capital investments shall be conducted after an open auction with only one buyer and must ensure the price is close to the market price at the time of selling; in this case, the market price at the time of selling must be based on quotation from at least three securities companies that conduct securities trading for joint-stock companies contributed in capital by EVN. In case no trading is conducted, the price should not be lower the price recorded in EVN's accounting book.

2. EVN’s Member council shall make decision on the transfer of capital investments from other businesses within its competence as prescribed by the laws. The transferred price is based on the principle of market price but no less than the price recorded in EVN’s accounting book.

3. In case the transferred price is lower than the value recorded in EVN’s accounting book, EVN must make the report to the Owner for consideration and decision.

Article 19. Management of inventory

1. Inventory is the goods purchased to re-sell by EVN that are still in stock, raw materials, tools, equipment in stock or on the way to stores, unfinished products in the process of production, finished products not yet stocked, finished products in stock and on sale.

2. EVN is entitled to take the initiative in carrying out immediate handling of the inventory that is poor and degraded in quality, old-fashioned, technically obsolete, congested or poorly-circulated for the recovery of capital. Authorities to make decision on the handling are prescribed in Clause 2, Article 17 hereof.

3. At the end of the accounting period, if original price of the inventory recorded in the accounting book is higher than recoverable net worth, EVN must establish the provision against devaluation of goods in stock as prescribed.

4. General Director of EVN shall be responsible for building norms of materials, strategic provisional equipment; norms of provisional raw materials for production and making the submission to the Member council for approval and at the same time organizing implementation, inspection and monitoring of the implementation of the approved norms.

Article 20. Management of receivable accounts

1. Responsibilities of EVN:

a) Formulate and issue the Statute on management of receivable accounts, assign and define responsibilities of collectives, individuals for monitoring collection and payment of debts;

b) Monitor logbooks of debts; classify debts (rotation debt, bad debts, and doubtful debts), speed up recovery of debts; Establish the provision against doubtful debts according to applicable regulations;

c) The Member council, General Director of EVN shall be responsible for performing immediate handling of bad and doubtful debts. If bad debts can not be handled in a timely manner as prescribed in this Clause, the Member council, General Director shall be subject to dismissal the same way as falsifying financial reports from two times and over or be responsible to the Owner and the Law for any loss of state capital invested in EVN as a result of failure to handle such debts.

d) For bad debts being handled as above, EVN shall still keep track outside the balance-sheet and organize collection. The recovered amount shall be entered into EVN’s earnings;

2. Authorities of EVN:

EVN is entitled to sell overdue debts, doubtful and bad debts for recovery of capital. EVN is permitted to sell debts direct to economic organizations of debt purchase function other than debt-collectors.  Price of debts shall be negotiated and also responsibilities of the parties. In case sale of debts results in losses, loss of capital or loss of creditworthiness, dissolution or bankruptcy, EVN’s Member council and persons in direct connection with generation of these debts shall make compensations and be handled according to law provisions and EVN’s Statute.

Article 21. Tallying of assets

1. EVN must conduct regular or irregular tallying to determine amount of assets (fixed assets and long-term investment, current assets and short-term investment), compare receivable accounts and payable accounts in the formulation of yearly financial reports, implementation of decision on division, splitting, merge, consolidation or change of ownership; after natural disasters, enemy-inflicted destruction; or for some reason that cause changes to EVN’s assets or according to the State’s regulations. Make statistical reports on asset surplus or shortage, bad debts, overdue debts, responsibilities of relevant organizations and individuals and level of material compensation as prescribed.

2. Handling of tallying

a) Handle loss of assets after tallying

Loss of assets is the assets being lost, in deficit, damaged, degraded in quality, technically obsolete, old-fashioned, congested and determined during the regular or irregular tallying EVN must determine value of losses, causes and responsibilities for handling as follows:

- If the cause is subjective, the person who causes the loss shall make compensation and be handled by the laws. The Member council shall decide level of compensation according to law provisions and be responsible for its decision.

- Any asset that is insured under a contract of insurance shall be handled under the contract.

- After value of losses is compensated by individuals, collectives or insurance organizations, the deficit shall be recorded in production and business costs in the period.

- In case losses are caused by natural disasters or force majeure events out of control of businesses, the Member council shall formulate the plan for handling and make the submission to the Prime Minister for consideration.

- EVN shall be responsible for performing immediate handling of losses or else the Member council, General Director shall be held accountable the same way as falsifying financial reports.

b) Surplus of asset after tallying

Surplus of asset after tallying is the difference between the amount of asset actually tallied and the amount of asset recorded in accounting books. Value of such surplus shall be recorded in the business’ receipts.

Article 22. Re-assessment of assets

1. EVN shall conduct re-assessment of assets in the following cases:

a) As decided by competent state agencies;

b) Change of business ownership: equitization, sale or change of business ownership in other forms.

c) Use of assets to make investment outside EVN;

d) Other cases as prescribed;

2. Re-assessment of assets must be done in accordance with the State’s regulations. Any difference arising from re-assessment of assets as prescribed in Clause 1 of this Article shall be instructed in accordance with each specific case.

Article 23. Exchange differences

Exchange differences shall be handled in accordance with regulations of the Ministry of Finance. Particularly for electrical projects within the national electricity development planning approved by the Prime Minister, the exchange difference arising during the investment shall be reflected in accumulation and entered into the expenditure for no more than five years since the project is put into operation.

Section 3. REVENUE, EXPENDITURE AND BUSINESS PERFORMANCE

Article 24. Revenue and other receipts

1. EVN’s revenue and other receipts are determined in accordance with accounting standards and other applicable legislative documents.

2. Revenue includes revenues from production, business and financial activities of which:

a) Revenues from business include revenues from sale of electricity to electricity suppliers, electricity generation companies and other units, state subsidy (if any) to EVN for supply of electricity as assigned by the State, revenues from renting out electrical posts.

b) Revenues from financial activities include revenues from copyright royalties paid by users of EVN’s property, loan interests, deposit interests, installment payment interests and finance lease interests; interest differences from sale of foreign currency, foreign currency exchange differences including exchange differences of payable accounts in foreign current with exchange rates at the time of financial statement being lower than exchange rate recorded in accounting books; receipts from transfer of EVN's capital to other businesses; profits and dividends from investments outside EVN.

3. Other revenues include revenues from disposal and sale of fixed assets, surplus assets, compensated insurance benefits, payable accounts (with creditors having gone), collection of financial penalties due to a breach of contract committed by clients, value of intellectual products accepted by receiver of contributed capital and recognized as revenues of EVN and other receipts according to law provisions.

4. Revenues and other receipts as foundations for determination of enterprise income tax are prescribed in the Law on enterprise income tax and other documents guiding the Law on enterprise income tax.

Article 25. Business performance costs

EVN’s business performance costs (hereinafter referred to as the business performance cost) include expenses arising during business performance in the financial year. The business performance cost includes:

1. Production and business costs:

a) Expenses for raw materials, fuel, motive power, semi-finished products and services hired outside;

b) Expenses for distribution of tools, labor equipment being entered into the business performance cost according to applicable regulations; Particularly for electricity meters, the expenses shall be entered into the business performance cost but no more than five years.

c) Cost of fixed asset depreciation as prescribed in Article 15 hereof;

d) Accrued expenses from the expenses for the repair of special fixed assets (power plants, transformers from 500 KV and over...) If an actual expense for the repair work is higher than an accrued expense, the difference shall be entered into the business performance cost. If an actual expense for the repair work is less than the accrued expense, the difference shall be entered to reduce the business performance cost in the year.

dd) Expenses for repair of fixed assets, remedial work are actual expenses for the restoration of capability and technical functions of fixed assets to their original state. During the repair of fixed assets, it is likely that replacement of equipment, spare parts or components of the asset is made to conform with state-of-the-art technology and meet requirements for production, transmission and distribution of electricity. Large expenses arising from the repair and remedy of the problems caused by objective or force majeure events shall be distributed into the cost of repair or remedial work (no more than three years since such expenses arise).

e) Wages, salaries paid to employees and managers as prescribed;

g) Insurance cost, unemployment insurance, association funds, medical insurance for employees paid by businesses as prescribed;

h) Expenses for financial activities including expenses in connection with financial investment outside businesses; value of transferred capital, interests from mobilized capitals, exchange differences, payment discounts, asset rental.

i) Expenses for medical activities as prescribed;

k) Expenses for employment of security guards for power plants, electrical lines, transformers;

l) Expenses for transaction, brokering, reception of guests, marketing, trade promotion, advertising, conferences as calculated on the principle as prescribed in the Law on enterprise income tax;

m) Expenses for training students to meet demand for workforce of EVN, preparation of workforce for new fields, provision of workforce to EVN’s member units in remote areas on condition that these students are committed to working long-term for EVN after graduation.

n) Expenses for receiving and carrying out the repair of rural medium-, low-voltage electrical grids that are transferred from other organizations to EVN under the decision of the Prime Minister for management and operation, and gradually distributed to the business performance cost but no more than three years.

o) Expenses for rental of electrical posts;

p) Other expenses in cash:

- Taxes, fees, charges according to law provision;

- Land rents;

- Severance pay;

- Training to improve management capacity and professional skills of employees;

- Rewards for innovation, increase of labor productivity, thrift of materials and expenses. Level of reward shall be decided by General Director on the basis of outcome of such activities but no more than the amount of money saved from such activities for one year.

- Expenses for female employees;

- Expenses for environmental protection;

- Expenses for employees’ shift meals;

- Expenses for activities of Communist Party and Youth unions organized at businesses;

- Other expenses in cash as prescribed;

q) Bad debts as prescribed in Clause 1, Article 20; actual value of losses of assets as prescribed in Clause 2, Article 21 hereof;

r) Value of provisions against devaluation of goods in stock, doubtful debts, losses of financial investments, provisions for warranty of products, goods, construction works, and accrued expenses for product warranty, and other provisions as prescribed with respect to businesses operating in areas of special nature.

s) Value of losses of assets after tallying, compensation by individuals, collectives, insurance companies (if any);

2. Other expenses:

a) Expenses for disposal, sale of assets including remaining value of assets when disposal are sale of assets are carried out.

b) Expenses for recovery of debts removed from accounting books;

c) Expenses for collection of financial penalties;

d) Expenses for collection of financial penalties due to a breach of contract

dd) Expenses for schools pertaining to EVN:

- Cost of fixed asset depreciation, loan interests and exchange differences of loans invested by EVN in assets and assigned to schools for management and use;

- Receipt – expense differences for recurrent expenses that can not balanced by schools shall be supported and entered into EVN's business performance cost.

e) Other expenses as prescribed;

3. Any expense that is ensured by other sources or bears no relation to business and production as follows shall be entered into the business performance cost:

a) Expenses for procurement, construction and installation of tangible and intangible fixed assets;

b) Expenses for loan interests entered into the cost of investment and construction;

c) Other expenses that bear no relation to EVN’s business activities and expenses that have no eligible documentary evidence;

d) Financial penalties for legal violations committed by individuals other than EVN;

4. EVN shall determine deductible expenses to calculate taxable income in accordance with enterprise income tax and current guiding documents.

Article 26. Management of expenses

1. EVN’s expenses include expenses for electricity production and business, financial activities and other expenses: EVN must tighten management of expenses to ensure logicality and eligibility according to provisions set out in the Law on Taxation.

2. EVN must carry out formulation, issuance and organization of the implementation of economic and technical norms in accordance with economic-technical characteristics, business specialties, models of organization and management, facilities of EVN. Norms must be disseminated to persons in charge and employees of EVN for execution, inspection and monitoring. In case impossibility of executing the norms results in the increase of expenses, analysis must be carried out to find out the causes and responsibilities for handling according to the State’s regulations and competent authorities. If such cause is subjective, compensation must be made for the loss. Authorities to make decision on level of compensation as prescribed in Clause 2, Article 21 hereof;

3. Annually, EVN shall make analytical reports and comparison between execution and norms of expenses, product cost price and make the submission to the Ministry of Industry and Trade, the Ministry of Finance according to law provisions.

4. EVN’s expenses must ensure sufficiency of appropriate documentary evidence according to law provisions. Any expense found illegitimate, directed toward wrong recipients, having no legitimate documentary evidence shall not be entered into the business performance cost. Any one who decides wrong expenses shall be responsible to the Law for refunding.

Article 27. EVN’s mechanism of managing salaries

1. Scheme of salaries and rewards for employees and managers of EVN is instructed in accordance with the Law.

2. Formulation of salary and reward fund plans, determination of yearly salary and reward funds for employees and managers as prescribed in Clause 1 of this Article must take account of objective factors that affect profits and labor productivity such as natural disasters, enemy-inflicted destruction, droughts; electricity price managed by the State; increase or decrease in state capital; increase of depreciation for quick recovery of capital; implementation of social security programs under the decision of the Government; expansion of production and business, investment in business specialties under the decision of the Prime Minister; execution of the Government’s policies on mechanism, thrift of electricity, reception of rural electrical grids.

Section 4. PROFITS AND DISTRIBUTION OF PROFITS

Article 28. Profits

1. Profits made by EVN in a year are total profits from business activities and profits from other activities.

2. Profits from business activities:

a) Difference between revenue from sale of products, supply of service and total cost price of the entire products, goods to be consumed or cost price of services arising in the period;

b) Difference between revenue from financial activities and expenses for financial activities arising in the period;

3. b) Difference between revenue from financial activities and expenses for financial activities arising in the period;

Section 29. Distribution of profits

Part of the profits after compensation for losses of previous years according to the Law on Enterprise income tax shall be deducted for scientific and technological development fund according to law provisions, paid for enterprise income tax and the remaining part of the profits shall be distributed as follows:

1. Pay dividends to members of associate companies under the contract (if any);

2. Make up for losses of previous years.

3. The remaining profits after entries as prescribed in Clauses 1, 2 of this Article are deducted shall be distributed as follows:

a) Deduction of 30% for development investment funds

b) Deduction for commendation and welfare funds:

-If graded A, a maximum of no more than three months of salary shall be deducted for commendation and welfare funds.

- If graded B, a maximum of no more than one and a half months of salary shall be deducted for commendation and welfare funds.

- If graded C, a maximum of no more one month of salary shall be deducted for commendation and welfare funds.

If not graded, no deduction at all shall be made.

c) Deduction for reward funds intended for managers:

- If graded A, a maximum of no more than one and a half months of salary of a manager shall be deducted.

- If graded B, a maximum of no more than one month of salary of a manager shall be deducted.

- If graded C or not graded at all, no deduction shall be made for the establishment of reward funds intended for managers.

d) In case deduction for commendation and welfare funds is not enough as prescribed in Point b of this Clause, EVN shall deduct part of development investment funds for supplementing commendation and welfare funds but no more than level of deduction for development investment funds in the financial year.

dd) The remaining profits after deductions as prescribed in Points a, b, c, d of this Clause shall be transferred to Enterprise Arrangement and Development Fund or to the State budget according to the Government’s regulations. If EVN needs to make investment in electrical projects according to the approved national electricity development planning, it should make the report to the Prime Minister for consideration and decision.

4. If EVN’s owner equity is higher than its charter capital and EVN needs to make revision for increasing charter capital, it should make a plan for increasing charter capital and make the report to the Owner and the Ministry of Finance for submission to the Prime Minister for consideration and decision. If EVN does not need to increase charter capital, it should make the report to the Ministry of Finance for submission to the Prime Minister for decision on transfer of EVN’s development investment funds to Enterprise Arrangement and Development Fund. EVN shall be responsible for the transfer of money to Enterprise Arrangement and Development Fund within five days since the Prime Minister issues the decision.

Article 30. Use of funds

1. Businesses’ scientific and technological development funds:

Establishment, management and settlement of use of scientific and technological development funds are instructed by the Ministry of Finance.

2. Development investment funds shall be used to supplement EVN’s charter capital.

3. Commendation fund shall be used to:

a) Reward every personnel of EVN at the end of year or periodically for their labor productivity and achievements;

b) Reward individuals or collectives in an unexpected way;

c) Reward individuals and units outside EVN for great contribution to business activities and management of EVN;

d) Those who receive rewards from commendation fund are all employees from EVN.

dd) EVN's commendation fund shall be not used as rewards for managers of EVN.

e) Level of reward as prescribed in Points a, b, c of this Clause shall be decided by General Director; Particularly for Point a of this Clause, it is required to have suggestions from EVN’s trade association before the decision is made.

4. Welfare fund shall be used for:

a) Investment and construction, or repair of welfare works of EVN;

b) Welfare activities of employees of EVN;

c) Contribution to the investment and construction of common welfare projects of the sector or with other units under a contract.

d) Supporting employees with economic difficulties including those who retire, lose health, fall into difficult and sad situations, or become helpless, or doing charitable work;

Use of welfare funds shall be decided by EVN's Member council after consulting with EVN's trade union.

5. Reward funds intended for managers shall be used as rewards for Chairman and members of the Member council, Board of general directors, Controllers and Chief Accountant of EVN. Level of reward shall be decided by the Owner in association with assessment criteria for these titles and business performance outcomes and on the basis of proposals made by President of the Member council.

6. Establishment and use of aforesaid funds must be accepted by the Owner and shall be executed openly according to regulations on financial transparency and the exercise of grass-root level democracy and state regulations.

7. EVN shall make deductions for rewards from commendation and welfare funds, reward funds intended for managers on condition that all due payable accounts and other financial obligations are fulfilled.

Section 5. FINANCIAL, ACCOUNTING AND AUDITING PLANS

Article 31. Financial plan

1. Based on production and business development strategy and planning approved by the Owner, EVN shall carry out the formulation of long-term business and financial plans in accordance with orientation decided by the Owner.

2. Annually, based on long-term production and business plan, EVN’s capability and market demands, EVN shall carry out the formulation of production and business plan for the following year and make the submission to the Member council for decision.

3. Based on the production and business plan approved by EVN’s Member council, EVN shall carry out assessment of production and business performance in the reporting year, establish the financial plan for the following year and make the submission to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Planning and Investment before July 31 annually.

4. The Ministry of Industry and Trade shall preside over and cooperate with the Ministry of Finance in checking the financial plan established by EVN and issue written suggestions to EVN for completion of the financial report. The completed financial plan shall serve as the official plan and also the foundations for the Ministry of Industry and Trade and the Ministry of Finance to supervise and assess the management of business activities by EVN.

Article 32. Accounting and statistical work

1. EVN shall be responsible for issuing regulations on financial accounting and administrative accounting applied to all its affiliates, subsidiary companies and public service units in accordance with applicable regulations; organizing the implementation of the task of accounting and auditing according to law provisions.

2. Associate companies and companies volunteering to associate with EVN are encouraged to apply regulations on financial accounting and administrative accounting issued by EVN.

Article 33. Financial report and other reports

1. At the end of quarterly, annual accounting period, EVN must formulate financial reports, statistical reports of EVN and Vietnam National Electricity Group according to law provisions. EVN’s Member council shall be responsible for accuracy and honesty of such reports.

2. The Ministry of Industry and Trade shall permit the Member council to approve annual financial reports, carry out distribution of profits, establishment and use of funds.

3. Affiliates, subsidiary companies 100% owned in charter capital by EVN, representatives of EVN (that have dominant shares, contributed capital) shall be responsible for executing administrative reports as prescribed by EVN.

4. EVN shall send financial reports and forms as instructed by the Ministry of Finance.

Article 34. Auditing

1. Annually, EVN shall hire independent audit organizations to carry out financial audits for EVN (including financial reports of EVN and consolidated financial reports of Vietnam National Electricity Group) and its affiliates.

2. EVN’s affiliates themselves shall hire independent audit organizations within the list of qualified independent audit units announced by the Ministry of Finance to carry out financial audits for their own units. For the units that use loans from foreign individuals or organizations, the written consent of lenders for the selected audit organizations is required.

3. As for companies dominated by EVN in shares, contributed capital, Representatives shall be responsible for requesting such companies to carry out the implementation of auditing in the way as prescribed by EVN.

Article 35. Public financial disclosure

EVN shall exercise its regulations on public financial disclosure according to application regulations

Section 6. SUPERVISION AND ASSESSMENT OF BUSINESS PERFORMANCE

Section 36. Supervision and assessment of business performance

EVN shall carry out the supervision and assessment of business performance by EVN and member units according to the Government’s Decree No. 61/2013/NĐ-CP dated June 25, 2013 promulgating the regulation on financial supervision, performance assessment, and disclosure of financial information applicable to state-owned enterprises and state-capitalized enterprises and other guiding documents.

Section 7. ELECTRICITY PURCHASE AND SALE PRICE

Article 37. Electricity generation cost range

Electricity generation cost range is the distance between minimum cost and maximum cost of electricity generation cost assessed by electricity regulatory agencies and submitted to the Minister of Industry and Trade, the Minister of Finance for approval as assigned by the Government.

2. Based on the approved electricity generation cost range, EVN shall carry out negotiation on electricity price and sign a power purchase agreement (PPA) with generating units. EVN’s Member council has the authority to approve electricity price and Power purchase agreement signed within electricity generation cost range.

Article 38. Electricity purchase price between EVN and generating units

1. Electricity purchase price from generating units 100% owned in capital by EVN;

Based on the electricity generation cost range approved by the Ministry of Industry and Trade, the Member council shall make decision on electricity purchase price under the PPA with generating units in accordance with actual electricity production situations and trading price on competitive electricity market.

2. Electricity purchase price from other generating units;

Electricity purchase price between EVN and other generating units is prescribed in the term PPA and according to trading price on competitive electricity market within the electricity generation cost approved by the Ministry of Industry and Trade.

Article 39. Electricity wholesale price between EVN and electricity distributors

Based on electricity wholesale price range, EVN’s Member council shall make decision on electricity wholesale price for each Power Corporation on the principle that return on equity of Power Corporations are equivalent but no more than the electricity wholesale price range approved by the Minister of Industry and Trade. When average electricity retail price is revised according to fundamental input indicators, the Member council shall carry out consideration and decision on revision of electricity wholesale price for Power Corporations within the electricity wholesale price approved by the Ministry of Industry and Trade.

Article 40. Electricity transmission cost

Based on annual production and business performance, National Power Transmission Corporation shall formulate annual plan for electricity transmission cost and make the submission to EVN for consideration, approval and then submission to the Ministry of Industry and Trade for approval.

Article 41. Electricity retail price

Electricity retail price is revised according to changes of input factors and market mechanism; the formulation and the powers to approve revision of electricity retail price are stipulated by the Prime Minister.

Article 42. Electricity price stabilization fund

Electricity price stabilization fund is the financial fund that is comprised of legal sources as prescribed, lying outside the state budget’s balance-sheet and serve the purpose of electricity price stabilization. Establishment, management and use of Electricity price stabilization fund are instructed by the Ministry of Finance.

Chapter III

MANAGEMENT OF EVN’S CAPITAL INVESTED IN OTHER BUSINESSES

Article 43. Rights and responsibilities of EVN for capital investments in other businesses

1. EVN’s Member council shall assume rights and responsibilities of:

a) Owners of subsidiary companies 100% owned in charter capital by EVN;

b) Share holders, capital contributors to joint-stock companies, joint-venture companies, limited liability companies from two members and over according to law provisions;

2. EVN’s Member council shall assume rights and responsibilities of EVN for the management of state capital invested in subsidiary companies, associate companies and other businesses as follows:

a) Make decision on investment and capital contribution; increase or reduce investment capital, shares or contributed capital according to relevant law provisions and Statute of companies to which EVN is a shareholder, capital contributor.

b) Decide to appoint, change, dismiss, commend or discipline Representatives, controllers, members of the Control Board in subsidiary companies, associate companies and other businesses; appoint Representatives to run for the Management Board of companies contributed in capital, shares by EVN in accordance with corporate Statute and relevant law provisions in Vietnam and abroad.

c) Decide to allocate the number of shares, contributed capital in proportion to the number of votes for each representative in other businesses.

d) Assign, direct and request Representatives, controllers, members of the Control Board at subsidiary companies, associate companies and other businesses to:

- Orient the company to implement EVN’s objectives and plans for investment, production and business;

- Make regular or irregular reports on financial situations, result of investment, production and business, and other issues;

- Report important issues of companies contributed in capital by EVN for suggestions before voting;

- Report use of shares, contributed capital, markets, technological know-how and other issues for serving the orientation of development and objectives of EVN;

dd) Deal with proposals made by Representatives, controllers, members of the Control Board at subsidiary companies, associate companies and other businesses;

e) Collect incomes and take risks for capital invested in subsidiary companies, associate companies and other businesses; EVN decides to use contributed capital and dividends from other businesses to serve EVN’s purpose of investment and business. In EVN is re-organized, the management of these contributed capital, shares shall be carried out in accordance with the Prime Minister’s stipulation.

g) Inspect and monitor use of EVN’s capital and take responsibility for use, preservation and development of EVN’s capital in subsidiary companies, associate companies and other businesses;

h) Other rights and obligations as prescribed;

Article 44. Rights and responsibilities of Representatives in other businesses

1. Representatives shall assume obligations and authorities of shareholders, capital contributors, joint-venture partners in subsidiary companies, associate companies and other businesses. In case EVN holds dominant shares or contributed capital in subsidiary companies, Representatives shall use their dominance to orientate subsidiary companies to implement objectives, strategy and other issues assigned by EVN.

2. Run for the Management Board of subsidiary companies, associate companies according to Statute of such business;

3. Supervise business and financial activities, result of business performance of other businesses according to law provisions and corporate statute; Carry out reports regularly or at the request of EVN on result of business performance, financial situations in subsidiary companies, and the implementation of the tasks assigned by EVN’s Member council.

4. Monitor, speed up and implement the recovery of state capital invested in other businesses including loans provided to employees for purchase of shares, shares sold on credit to employees, division of shares to employees, transfer of state shares, recovery of dividends, and other benefits from contributed capital in other businesses according to law provisions.

5. Carry out regime of reporting regularly or at the request of the Member council, General Director of EVN on business performance, financial situations, use of EVN’s capital in businesses to which EVN is a capital contributor.

6. Perform the tasks assigned by EVN’s Member council;

7. Take responsibility to EVN’s Member council for the management and use of EVN’s contributed capital in businesses and the implementation of the tasks assigned by the Owner. In case Representatives, controllers, members of the Control Board are unable to preserve and develop EVN’s capital in other businesses and the fault is determined as subjective, such persons shall be responsible for making compensation for losses caused to EVN and be subject to other appropriate punishments according to regulations of EVN and the laws.

8. Exercise other rights and obligations according to law provisions, Statute of businesses assigned to carry out management of EVN's contributed capital and the tasks assigned by EVN;

9. Representatives must exercise rights of shareholders, capital contributors and joint-venture partners carefully as directed by EVN’s Member council, especially for dominant shareholders, capital contributors.

10. Representatives are permitted to make decision on issues of subsidiary companies, associate companies under decentralization by EVN’s Member council and shall be responsible to the Member council.

11. Representatives must obtain written comments for EVN's Member council to make decision before taking part in voting at Shareholder General Assembly, meetings of the Member council or Member council of subsidiary companies, associate companies and other businesses on the following issues:

a) Directions, development strategy, long-term and annual plans for investment and business of subsidiary companies, associate companies and other businesses;

b) Appointment or dismissal of key management titles in subsidiary companies, associate companies and other businesses;

c) Amendments, supplements to Statute of in subsidiary companies, associate companies and other businesses;

d) Increase or reduction of charter capital in subsidiary companies, associate companies and other businesses;

dd) Profit-sharing plans of companies, associate companies and other businesses;

e) Purchase, sale, or mobilization of capital of great value that need voting from shareholders or capital contributors, and other issues as prescribed by EVN.

g) In case Representatives involving multiple people take in the Member council of companies contributed in capital by EVN, the Member council shall appoint a person to preside over discussion and consult with EVN's Member council before voting.

h) Representatives that take part in the management board of other businesses must make a study to propose directions and measures of operation for other businesses and make the submission to EVN’s Member council for approval.

i) Representatives in subsidiary companies dominated in shares and capital by EVN shall be responsible for instructing subsidiary companies to move forward in accordance with objectives and guidelines of EVN and the State, using dominant powers to make decision on addition of business specialties to other businesses. Make immediate report to EVN upon finding a business deviates from objectives and guidelines of EVN and the State;

12. Salaries, wages and bonus of Representatives in other businesses are instructed in EVN’s internal Statute in accordance with applicable regulations on establishment, management of wage, bonus funds for representatives of state capital in businesses.

13. In addition to regulations of this Statute, Representatives must comply with other regulations of EVN in connection with Representatives.

14. Representatives, controllers, and members of the Control Board that fail to perform reporting regime as prescribed, make corrupt use of representative rights, prove a lack of responsibility and cause damage to EVN and other businesses shall be held accountable and make compensation for physical damage according to law provisions and this Statute.

Article 45. Controllers

1. EVN’s controllers operates under the Statute on operation of controllers of single member limited companies 100% owned in charter capital by the State enclosed with the Prime Minister’s Decision No. 35/2013/QĐ-TTg dated June 07, 2013 and other relevant documents.

2. EVN shall delegate controllers from subsidiary companies 100% owned in charter capital by EVN according to applicable regulations.

Article 46. Reporting regime and criteria

1. Based on financial reports and other reports from businesses, Representatives shall be responsible for formulating business documentation, making written reports on some yearly, quarterly financial criteria including analysis and assessment of the management and use of capital in businesses, credit-worthiness, result of business performance, division of profits and other benefits, make proposals for solving difficulties aimed at promoting effective use of EVN's capital in other businesses to make the submission to EVN's Member council for approval. Information to be reported shall be guided by the Ministry of Finance's guidance on reporting regime for representatives of state capital in businesses.

2. On a quarterly (on 30^th of the first month of the following quarter at the latest), annual (on April 15 of the following year) basis, Representatives shall be responsible for sending reports containing full information as prescribed in Clause 1 of this Article to EVN’s Member council.

3. In addition to regular reports as mentioned above, Representatives shall report major issues arising that affect business performance and EVN’s investment capital to EVN’s Member council for suggestions or at the request of EVN’s Member council.

4. EVN’s Member council shall be responsible:

a) Exercising rights and obligations as prescribed hereof based on regular reports made by Representatives;

b) On a quarterly, annual basis, compiling reporting criteria of Representatives by type of state-invested business, foreign-invested enterprise, joint-stock company or other type according to law provisions accompanied by analysis and assessment of business performance and financial situations of businesses;

Chapter IV

COMMENDATION, PUNISHMENT AND IMPLEMENTARY PROVISIONS

Article 47. Commendation and punishment

Commendation or punishment for financial management by members of the Member council, general director, deputy general directors, chief accountants, heads of functional departments and other members from EVN shall be carried out according to this Statute and current regulations of the Government.

Article 48. Implementary provisions

1. In addition to provisions as set out hereof, EVN is permitted to apply regulations on financial management for state-owned enterprises and other relevant documents.

2. Based on this Statute and relevant provisions, EVN’s Member council shall be responsible for formulating internal financial statute to suit the task of financial management in subsidiary companies and affiliates to EVN./.