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THE GOVERNMENT
OF VIET NAM
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No. 325/2026/ND-CP
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Hanoi, August 18, 2026
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DECREE
PRESCRIBING SPECIFIC OPERATIONAL AND FINANCIAL MANAGEMENT
MECHANISMS FOR VIETNAM NATIONAL COAL AND MINERAL INDUSTRIES HOLDING CORPORATION
LIMITED
Pursuant to the Law on
Government Organization No. 63/2025/QH15;
Pursuant to the Law on
Management and Investment of State Capital in Enterprises No. 68/2025/QH15;
Pursuant to the Law on
Enterprises No. 59/2020/QH14; the Law providing amendments o the Law on
Enterprises No. 76/2025/QH15;
Pursuant to the Law on
Geology and Minerals No. 54/2024/QH15; the Law providing amendments to the Law
on Geology and Minerals No. 147/2025/QH15;
At the request of the
Minister of Finance of Viet Nam;
The Government of Viet
Nam herein promulgates a Decree prescribing specific operational and financial
management mechanisms for Vietnam National Coal and Mineral Industries Holding
Corporation Limited.
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GENERAL PROVISIONS
Article 1. Scope
This Decree provides for
specific operational and financial management mechanisms applicable to the
parent company, Vietnam National Coal and Mineral Industries Holding
Corporation Limited (hereinafter referred to as “TKV”).
Article 2. Regulated
entities
1. The owner’s
representative agency.
2. TKV.
3. The direct
representative of the owner at TKV.
4. Other relevant
regulatory authorities, organizations and individuals.
Article 3. Definitions
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1. “TKV Market” means the
market for the supply (purchase and sale) of products and services within the
TKV Group of Companies, including transactions between TKV and the subsidiaries
of TKV (hereinafter referred to as “subsidiaries”), and transactions among the
subsidiaries.
2. “TKV Group of
Companies” means a group of companies without juridical person status, comprising
TKV and its subsidiaries.
3. “Business cooperation
plan within the Group” (hereinafter referred to as the “business cooperation
plan”) means a plan for cooperated actions aimed at maximizing the efficiency,
capabilities and advantages of the subsidiaries in the TKV Market, and
effectively operating the TKV Market to achieve the strategic objectives of the
TKV Group of Companies. Participation in the implementation of the business
cooperation plan shall be effected through contracts entered into by the
participating enterprises in accordance with regulations of law, ensuring
openness, transparency and efficiency, as well as the preservation and growth
of the State capital at TKV, and preventing the excessive fragmentation of
investment, the waste and loss of capital and assets of the State and of such
participating enterprises. Based on TKV’s production and business plan and the
specific characteristics of its subsidiaries, contracts for the implementation
of the business cooperation plan shall include such plan targets as production
output, resource management, labor, revenue, costs and profit, as well as other
targets, and shall specify the rights and responsibilities of the parties
participating in the business cooperation.
Chapter II
SPECIFIC PROVISIONS
Section 1. SPECIFIC OPERATIONAL MECHANISMS OF TKV
Article 4. Specific
mechanisms for TKV’s management, exploration, mining, processing and use of
resources
1. TKV shall coordinate and organize, on a uniform basis within
the TKV Group of Companies, the survey, exploration, mining, processing and use
of coal, bauxite and other strategic and important mineral resources in
accordance with regulations of law, as well as certain infrastructure works of
an inter-mine or inter-regional nature.
2. TKV shall take the lead in organizing, managing and
coordinating the exploration, mining, processing and use of resources by its
subsidiaries in accordance with provisions of this Decree, TKV’s Charter and
relevant law, so as to ensure the overall efficiency of production and business
activities of the TKV Group of Companies and the economical and efficient
mining and use of mineral resources.
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a) For mines for which
mining licenses have been granted to TKV, TKV shall be responsible for
consistently organizing and managing all stages, from survey, exploration and
mining to processing and sale of products. TKV
shall be entitled to engage subsidiaries within the TKV Market to carry out
mining activities in accordance with law under contracts. TKV shall act as the focal
point for the sale of products extracted from mines for which mining licenses
have been granted to TKV.
b) For mines for which
mining licenses have been granted to subsidiaries within the TKV Market, TKV
shall act as the focal point for managing all stages, from survey, exploration
and mining to processing and sale of products, by entering into contracts with
the subsidiaries within the TKV Market participating in the business
cooperation plan, for the purpose of ensuring consistent management of
resources and technologies for mining, processing and sale.
Article 5. Specific
mechanisms for TKV’s business operations
1. TKV shall consistently
manage the sale of coal, alumina and certain important minerals through the
following mechanisms:
a) TKV shall take the lead
in and coordinate the subsidiaries participating in the TKV Market in
negotiating and agreeing on the allocation of market management responsibilities
within the TKV Group of Companies, with a view to ensuring the efficient
utilization of the production and business capacities of the subsidiaries
participating in the TKV Market (including the mechanical engineering market,
strategic materials market, and geological and environmental services).
b) TKV shall determine and
adjust the prices of goods and services (including purchase and sale prices
within the TKV Market), except for goods and services for which specific prices
are prescribed by the State.
2. When participating in
the business cooperation plan, the subsidiaries participating in the TKV Market
shall cover their own costs and shall be responsible for cost management under
the applicable cost allocation mechanism, including the allocation and
acceptance of assigned costs, and for the production and business performance
of their respective units. TKV shall pay its subsidiaries for the costs
incurred in carrying out the respective stages of production, based on the
economic-technical norms promulgated by the competent authority in accordance
with regulations of law, and provide them with a reasonable profit through the
purchase and sale prices applicable within the TKV Group of Companies.
3. On the basis of the
annual business cooperation plan promulgated by TKV, TKV shall arrange for the
conclusion of contracts for the purchase and sale of mineral products,
including coal, bauxite ore, aluminum hydroxide, alumina, aluminum, copper
cathodes and certain other important minerals, with its subsidiaries
participating in the TKV Market after the relevant minerals have been mined and
processed, at prices agreed upon by the parties on the basis of
economic-technical norms and a reasonable profit, for the purpose of taking the
lead in organizing the sale of such products in domestic and foreign markets.
Section 2. SPECIFIC
FINANCIAL MANAGEMENT MECHANISMS OF TKV
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1. The expenses referred
to in Point b Clause 1 Article 25 of the Law on Management and Investment of
State Capital in Enterprises shall include:
a) Costs of mineral
surveys and exploration for investment purposes that have been carried out but
do not qualify for project implementation, and that are not deductible in
determining taxable income under the law on corporate income tax, in any of the
following cases:
a1) The survey and
exploration results indicate that the mineral reserves are insufficient for
industrial-scale mining;
a2) The survey and exploration
results indicate that the mineral reserves are sufficient for industrial-scale
mining, but, at the time of formulation of the project, no suitable mining or
processing technology is available and no solutions are available to remedy
adverse environmental impacts;
a3) Costs of mineral
surveys and exploration that have been carried out, but the project is
subsequently not implemented because the project area is subject to a planning
adjustment by a competent authority, or because of a decision on amendment of
relevant policies, as a result of which the enterprise no longer satisfies the
conditions for implementing the project.
b) Costs arising from
failed investments in investment projects and investments of a specific and
high-risk nature, where such costs are not deductible in determining taxable
income under the law on corporate income tax, in any of the following cases:
b1) The project is located
in an area subject to a planning adjustment by a competent authority;
b2) The project is
affected by a decision on amendment of relevant policies, as a result of which
the enterprise no longer satisfies the conditions for implementing the project;
b3) Other projects as
decided by the Prime Minister.
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a) For the cases specified
in Point a Clause 1 of this Article:
a1) Report on the survey
and exploration results;
a2) Decision on
recognition of mineral reserves issued by a competent authority (if any);
a3) Report on assessment
of feasibility of mining and processing and the economic efficiency thereof,
specifying that the mineral reserves are insufficient for industrial-scale
mining or that the mining operation is not economically efficient, or that,
although the mineral reserves are sufficient, no suitable mining or processing
technology is available and no solutions are available to remedy adverse
environmental impacts;
a4) Documentation on the
acceptance and final settlement of the completed volume and value of the survey
and exploration tasks;
a5) Independent auditor’s
report on the final settlement value.
b) For the cases specified
in Point b Clause 1 of this Article:
b1) Documents on the
planning adjustment issued by a competent authority, and a report on assessment
of the impacts of such planning adjustment resulting in the enterprise no
longer satisfying the conditions for project implementation (for the case
specified in Item b1 Point b Clause 1 of this Article);
b2) Decision on amendment
of relevant policies issued by a competent authority, and a report on
assessment of the impacts of such amendment of relevant policies resulting in
the enterprise no longer satisfying the conditions for project implementation
(for the case specified in Item b2 Point b Clause 1 of this Article);
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b4) Documentation on the
acceptance and final settlement of the completed volume and value, or
documentation on the final settlement/determination of the value of the
investment costs;
b5) Independent auditor’s
report on the final settlement value.
3. On the basis of an
independent auditor’s audit report containing an unqualified opinion on the
final settlement value, TKV shall determine an allocation period of not
exceeding 05 years from the date on which its Board of Members certifies the
fulfillment of the conditions for final settlement.
Article 7. Mid-shift
meal and prescribed-ration meal expenses
1. TKV and its subsidiaries
participating in the TKV Market that participate in the business cooperation
plan shall account for expenses for mid-shift meals and meals provided
according to prescribed rations for their employees as production and business
expenses incurred in the relevant period, in accordance with regulations of law.
2. Employees' entitlement
to mid-shift meals or meals provided according to prescribed rations shall be
determined in accordance with the terms agreed in collective bargaining
agreements or the internal rules and regulations of TKV and its subsidiaries
participating in the TKV Market, in accordance with the Labor Code.
Chapter III
IMPLEMENTATION ORGANIZATION
Article 8. Effect
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Article 9. Transition
Pending the amendment or
revision of its Charter, financial regulations and internal regulations, TKV
may continue applying the provisions of its Charter, financial regulations and
internal regulations already issued, to the extent that such provisions are not
contrary to the Law on Management and Investment of State Capital in
Enterprises, and may also apply provisions that are more favorable to TKV under
the Law on Management and Investment of State Capital in Enterprises, the
instruments elaborating and providing guidance on the implementation of such
Law, and this Decree.
Article 10.
Responsibility for implementation and organization of implementation
1. Where any legislative
documents referred to in this Decree are amended, supplemented or superseded,
the new ones shall apply.
2. On the basis of the
provisions of law and this Decree, TKV’s Board of Members shall issue TKV’s
Charter, financial regulations and other relevant internal regulations for the
implementation of this Decree, ensuring that its production and business
operations are carried out in accordance with market mechanisms and on the
basis of equality, cooperation and competition as prescribed by law; and shall
direct TKV’s representatives of its capital at the subsidiaries, on the basis
of this Decree, TKV’s Charter and other relevant provisions of law, to provide
their opinions on the amendment or revision of the charters, financial
regulations and internal regulations of the subsidiaries as appropriate.
3. Ministers, heads of
ministerial-level agencies, Chairpersons of People’s Committees of provinces or
centrally-governed cities, Chairperson of the Board of Members, General
Director and the direct representative of the owner at TKV, and relevant
authorities, organizations and individuals are responsible for the
implementation of this Decree./.
ON BEHALF OF THE GOVERNMENT
PP. THE PRIME MINISTER
DEPUTY PRIME MINISTER
Nguyen Van Thang
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