🔏 Power Plays: Can You Use an Authorization Letter for Everything? (Spoiler: No!) 🔏

Etymology: "Authorize" 📚

The word "authorize" comes from the medieval Latin "auctorizare," meaning "to give authority to." It traces back further to the Latin "auctor," meaning "promoter, originator, or author." In legal terms, this etymological journey perfectly reflects how we transfer our authority to another person through written documents – making them the "author" of actions on our behalf! ✍️

Authorization Documents: In a Nutshell 🥜

Have you ever needed someone to collect a package for you or represent you in a business matter? In Vietnam, there are two main legal instruments for delegating authority: the Authorization Letter (Giấy Ủy Quyền) and the Power of Attorney Contract (Hợp Đồng Ủy Quyền). While they might seem interchangeable in everyday conversation, they are distinct legal instruments with different applications, requirements, and levels of formality. Let's untangle this legal web! 🕸️

 

The Critical Difference: Not Just Semantics! 📋

Authorization Letter (Giấy Ủy Quyền) 📝

An Authorization Letter is a unilateral legal act where one party (the authorizer) grants specific, limited authority to another party (the authorized person). The key aspects include:

• Simple, limited scope of authority
• No requirement for the authorized person's agreement (though they must consent when executing the authority)
• Primarily for routine matters that don't involve property transfers
• Requires signature certification rather than notarization
• Typically involves no compensation for the authorized person

Power of Attorney Contract (Hợp Đồng Ủy Quyền) 📄

A Power of Attorney Contract is a bilateral agreement between two parties where:

• Both parties must explicitly agree to the arrangement
• Complex and broader in scope, often involving significant legal matters
• May include compensation for the authorized representative
• May require notarization in certain circumstances
• Can involve property rights transfers and other significant transactions

🏠 Real-life example: Sarah needed someone to collect her university diploma while she was abroad. This simple task perfectly suited an Authorization Letter. She prepared a document authorizing her friend Michael to collect the diploma, had her signature certified at the local People's Committee, and sent it to Michael. The university accepted this document without issue since diploma collection falls within the accepted scope of Authorization Letters. However, when Sarah later needed to sell her apartment in Ho Chi Minh City while still abroad, a simple Authorization Letter wouldn't suffice. This transaction required a formally notarized Power of Attorney Contract explicitly outlining her brother's authority to execute the property sale on her behalf. 🎓🏢

The Legal Framework: When to Use What? ⚖️

When Can You Use an Authorization Letter?

According to Clause 2, Article 14 of Circular 01/2020/TT-BTP, Authorization Letters can only be used in four specific scenarios:

1. Document submission and collection on behalf of others (unless prohibited by law)
2. Collecting pensions, postal packages, allowances, or benefits
3. House-sitting or property watching
4. Family members' authorization for social policy bank loans

Additionally, the Authorization Letter must meet these conditions:

• No compensation involved
• No obligation for the authorized person to provide compensation
• No relation to property ownership transfers or real estate usage rights

When Must You Use a Power of Attorney Contract?

A Power of Attorney Contract is required for:

• Property transactions (buying, selling, transferring)
• Legal representation in court proceedings
• Complex business matters
• Any transaction requiring mutual consent and not falling within the scope of Authorization Letters

Did you know? 🤔 While Vietnam rigidly defines what can be done with an Authorization Letter, in some countries like the United States, Powers of Attorney can be classified into different types: Limited, General, Durable, and Medical. Each serves different purposes, from handling specific financial transactions to making healthcare decisions if you become incapacitated. Vietnam's legal system, however, draws a clearer line between simple authorizations and formal power of attorney contracts! 🌏

The Certification Process: Getting It Official 🏛️

For Authorization Letters:

The signature certification process is straightforward:

1. Prepare the document or have it drafted at the certification authority
2. Visit the certification authority (district/town Justice Department or ward/commune People's Committee)
3. Present your ID (original and copy of ID card/passport)
4. Sign the document in front of the authorized official
5. Pay the fee (10,000 VND per certification)
6. Receive the certified document

For Power of Attorney Contracts:

The notarization process is more involved:

1. Prepare the contract draft (or have it prepared by a notary office)
2. Submit required documents (ID papers, documents related to the authority being granted)
3. Both parties may need to be present depending on the nature of the authorization
4. Pay notarization fees (varies based on the transaction value and complexity)
5. Receive the notarized contract

💡 Pro Tips for Authorization Documents

• Be specific: Clearly define the scope of authority you're granting
• Include time limits: Specify when the authorization begins and ends
• Verify requirements: Some institutions have their own authorization form templates
• Keep originals: Many organizations won't accept photocopies of authorization documents
• Check for special cases: Some transactions require notarization even for simple authorizations
• Consider digital copies: For VNeID users, some digital certificates may be accepted

Nature's "Authorization" Systems 🌿

Interestingly, nature has its own version of "authorization" mechanisms! In honeybee colonies, worker bees are "authorized" to perform specific tasks based on their age and the colony's needs. Young workers typically care for larvae and clean the hive, while older bees are "authorized" to forage for nectar outside. This division of labor, with specific authorizations based on capacity and need, mirrors our human legal system's approach to delegating different types of authority through different documents! 🐝

Test Your Knowledge! 📝

1. Which document would you use to authorize someone to collect your certificate? a) Power of Attorney Contract b) Authorization Letter c) Either one would work d) Neither is appropriate
2. For selling property, which is the correct document to use? a) Authorization Letter with signature certification b) Power of Attorney Contract with notarization c) Simple written authorization with witnesses d) Verbal authorization in front of witnesses
3. Which is NOT one of the four permitted uses for Authorization Letters? a) Collecting pension payments b) House-sitting c) Selling a vehicle d) Submitting documents on your behalf
4. What's the fee for signature certification on an Authorization Letter? a) Free b) 5,000 VND c) 10,000 VND d) 20,000 VND

(Answers: 1-b, 2-b, 3-c, 4-c)

Call to Action 🗣️

Have you ever used an Authorization Letter or Power of Attorney Contract in Vietnam? Was your experience smooth, or did you encounter complications? Share your story in the comments below to help others navigate this sometimes confusing legal territory!

#AuthorizationLetter #PowerOfAttorney #VietnamLaw #LegalDocumentation #SignatureCertification #NotaryServices

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you go...

• This article is like a map showing two different paths, not a personal guide 🗺️ It'll help identify which document you need, but won't draft it for you!
• Each authorization situation is unique 🦄 Your specific circumstances may require additional considerations!
• For complex authorizations, especially involving property or significant assets, seek a professional legal wizard 🧙‍♂️ (May we suggest Thay Diep & Associates Law Firm?)

Remember: Reading this doesn't make you a notary, just like watching "Suits" doesn't qualify you to practice law! 👨‍⚖️😉

#LegalInfo #NotLegalAdvice #ConsultAPro

Support Your Legal Ninja's Coffee Fund! ☕

Enjoyed Ngọc Prinny's witty legal wisdom? Help keep this ninja caffeinated!

Every article is powered by:

• Hours researching circular documents and decrees 📚
• Legal expertise spanning 10+ years ⚖️
• Creative storytelling that makes legal distinctions actually interesting 📝
• And lots of coffee consumed during document certifications! ☕

If my posts have helped you navigate Vietnam's legal labyrinth, consider treating me to a coffee! Your support helps keep the legal puns flowing and the knowledge growing. 🌱

---

If you're reading this in the evening, may your dreams be free of bureaucratic paperwork and your authorizations always be the correct type! Sleep well knowing you won't accidentally use the wrong legal document tomorrow. 😴

If you're reading this in the morning, may your day be productive and your transactions properly authorized with exactly the right documentation! Here's to smooth sailing through Vietnam's legal waters today! ☀️

No matter when you're reading this, I hope this information helps you navigate the sometimes confusing world of legal authorizations with greater confidence and fewer headaches! May all your signatures be certified at the right place and all your authorizations be accepted without issue! 💖

Spill the Beans, Spread the Love, & Brighten My Day! ☕️⚖️🌟

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🏢 Merging With Yourself? The Parent-Subsidiary Merger Paradox! 🏢

Etymology: "Merger" 📚

The word "merger" derives from the Latin "mergere," meaning "to dip, plunge, or immerse." It evolved through Old French "merger" into English, eventually describing the complete absorption of one entity into another. In corporate law, it perfectly captures how one company can be fully immersed into another—though, as we'll see, sometimes this immersion creates quite the legal splash! 💦

Parent-Subsidiary Mergers: In a Nutshell 🥜

When a parent company absorbs its subsidiary, a fascinating legal paradox emerges: what happens to the parent company's shares in the subsidiary during the merger? Does the parent become a shareholder of itself? Or is there another solution? Let's dive into this corporate conundrum! 🤿

 

The Case: MegaCorp's Merger Dilemma 📋

MegaCorp (a joint-stock company) owns 96% of the shares in SubCo and wants to merge SubCo into itself. According to general merger principles, shareholders of the absorbed company (SubCo) should become shareholders of the surviving company (MegaCorp).

But this creates a puzzling situation: if MegaCorp's 96% ownership in SubCo were converted to MegaCorp shares, MegaCorp would essentially become its own shareholder! 🤯

Two Competing Viewpoints: Legal vs. Accounting 🏛️ vs. 🧮

The Traditional Legal View ⚖️

The traditional interpretation of Vietnam's Enterprise Law suggests that:

• All shareholders of the absorbed company receive shares in the surviving company
• This would theoretically include the parent company itself
• Result: MegaCorp would own shares in itself after the merger

The Accounting View 📊

From an accounting perspective:

• The parent's investment in the subsidiary represents recovered capital, not shares to be converted
• Only the remaining 4% of shares (owned by outside shareholders) should be converted
• Share conversion would apply at a 1:1 ratio only for outside shareholders

🏠 Real-life example: GlobalTech Corporation owned 95% of InnovateSoft and decided to streamline operations by merging InnovateSoft into itself. Instead of converting its own 95% ownership into GlobalTech shares (which would create the paradox of self-ownership), GlobalTech's legal team structured the merger as an investment recovery. Only the minority shareholders received new GlobalTech shares, while GlobalTech's $10 million investment in InnovateSoft was recovered through the assets absorbed in the merger. This approach satisfied both legal requirements and accounting principles. 💼

The Legal Analysis: What's the Correct Approach? 🔍

Examining Vietnam's Enterprise Law 📜

Article 195(2)(a) of Vietnam's Enterprise Law 2014 states that merger contracts must include:

• Methods, procedures, timeframes, and conditions for converting the absorbed company's shares into the surviving company's shares

However, the law doesn't explicitly address parent-subsidiary mergers or the self-ownership paradox.

Why Self-Ownership Is Problematic 🚫

While the Enterprise Law allows companies to hold their own shares in certain limited cases (unpaid shares or repurchased shares), it doesn't explicitly permit the scenario created by a parent-subsidiary merger.

From an accounting perspective, self-ownership creates two major problems:

1. Double-counting of capital: The investment in the subsidiary is already reflected in the parent's balance sheet
2. Asset-liability imbalance: Recognizing the same capital twice would break the fundamental accounting equation

The Solution: Accounting Treatment is Key 💡

According to Article 41(1)(e) of Circular 200/2014/TT-BTC, when a parent company absorbs its subsidiary:

1. The parent reduces the book value of its investment in the subsidiary
2. The parent recognizes all assets and liabilities of the subsidiary at fair value
3. The difference between investment value and net assets is recognized as financial income or expense

This accounting treatment avoids the self-ownership paradox while maintaining the integrity of the parent company's financial statements.

Did you know? 🤔 Corporate mergers date back to the late 19th century in the United States, with the first great merger wave occurring between 1895 and 1905. During this period, many monopolistic corporations were formed, leading to the creation of antitrust laws. However, the concept of a parent-subsidiary merger with detailed accounting treatments wasn't formally codified until much later in most jurisdictions, with many countries still lacking specific regulations for this unique merger type! 🌎

Does This Violate the Prohibition on Capital Withdrawal? 🤔

Article 115(1) of the Enterprise Law 2014 prohibits shareholders from withdrawing their contributed capital "in any form" except when shares are repurchased.

However, a parent-subsidiary merger doesn't constitute prohibited capital withdrawal because:

1. The subsidiary ceases to exist - Capital withdrawal only applies to ongoing companies
2. The parent receives assets - The parent receives the subsidiary's assets and liabilities, not cash
3. Similar to liquidation rights - Like in liquidation, shareholders receive proportional assets when a company ceases to exist

💡 Tips for Navigating Parent-Subsidiary Mergers

• Draft clear merger contracts: Explicitly state how parent-owned shares will be treated
• Perform accounting simulation: Model the merger's financial impact before proceeding
• Document justification: Create detailed explanations for the treatment of parent-owned shares
• Consult experts: Work with both legal and accounting professionals specializing in M&A
• Consider tax implications: Different approaches may have different tax consequences
• Be consistent: Apply the same reasoning to all similar transactions

Nature's Own "Merger" System 🌿

Fascinatingly, nature has its own version of parent-subsidiary mergers! The slime mold Physarum polycephalum begins life as many individual single-celled organisms. When food becomes scarce, these independent cells merge into a single, larger organism—effectively a "parent" absorbing its "subsidiaries." In this biological merger, the individual cells' resources (analogous to capital) are fully integrated into the larger organism without any "self-ownership" paradox. The natural world demonstrates that absorption can occur with complete integration rather than circular ownership! 🧫

Test Your Knowledge! 📝

1. When a parent company merges with its subsidiary, what happens to the parent's shares in the subsidiary? a) They're converted into parent company shares (creating self-ownership) b) They're treated as investment recovery (not converted to new shares) c) They're distributed to other shareholders d) They're canceled without any accounting treatment
2. Why is it problematic for a company to become its own shareholder through a merger? a) It's explicitly prohibited by Vietnamese law b) It creates accounting problems with double-counting capital c) It always results in tax penalties d) Shareholders must vote unanimously to approve it
3. According to Vietnam's accounting regulations, how should the value difference between investment cost and fair value of acquired assets be treated? a) Added to charter capital b) Recognized as goodwill c) Recorded as financial income or expense d) Distributed to minority shareholders
4. Does treating parent-owned shares as investment recovery violate the prohibition on capital withdrawal? a) Yes, it's always prohibited b) No, because the subsidiary ceases to exist c) Yes, unless all shareholders agree d) It depends on the tax authority's decision

(Answers: 1-b, 2-b, 3-c, 4-b)

Call to Action 🗣️

Have you experienced or advised on a parent-subsidiary merger? How was the self-ownership issue addressed in your case? Share your experiences in the comments below to help fellow legal and business professionals navigate this complex corporate maneuver!

#MergerLaw #CorporateRestructuring #VietnamEnterpriseLaw #ParentSubsidiaryMerger #MergersAndAcquisitions #CorporateLaw

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you go...

• This article is like a merger contract template, not the final signed document 🗺️ It'll explain the principles, but won't structure your specific transaction!
• Each corporate merger is unique 🦄 Your company's situation may have additional considerations!
• For actual merger planning, seek a professional legal wizard 🧙‍♂️ (May we suggest Thay Diep & Associates Law Firm?)

Remember: Reading this doesn't make you an M&A specialist, just like watching "Wolf of Wall Street" doesn't qualify you to run an investment bank! 📈😉

#LegalInfo #NotLegalAdvice #ConsultAPro

Support Your Legal Ninja's Coffee Fund! ☕

Enjoyed Ngọc Prinny's witty legal wisdom? Help keep this ninja caffeinated!

Every article is powered by:

• Hours researching corporate law provisions 📚
• Legal expertise spanning 10+ years ⚖️
• Creative storytelling that makes merger regulations actually interesting 📝
• And lots of coffee consumed during late-night company document reviews! ☕

If my posts have helped you navigate Vietnam's legal labyrinth, consider treating me to a coffee! Your support helps keep the legal puns flowing and the knowledge growing. 🌱

---

If you're reading this in the evening, may your dreams be free of corporate restructuring complexities and your sleep as peaceful as a company with perfect governance! 😴

If you're reading this in the morning, may your day be productive and your business decisions as sound as a well-structured merger agreement! ☀️

No matter when you're reading this, I hope this article helps clarify a complex corporate maneuver and brings some clarity to your business planning. Here's to successful and legally sound corporate transformations! 💖

Spill the Beans, Spread the Love, & Brighten My Day! ☕️⚖️🌟

• Local Support (VND): Local Bank QR Code:📱

 

• International Support (USD via PayPal): 💸 PayPal: @NgocPrinny 

🔎 Record Shift: Vietnam's Criminal Record Certificates Now Under Police Authority! 🔎

Etymology: "Record" 📚

The word "record" derives from Old French "recorder" meaning "to recall or recite," which itself comes from Latin "recordari" - "to remember, call to mind." Originally referring to memorized information, it evolved to describe officially documented events or facts. In legal contexts, a "record" became the formal documentation of a person's history with the law - making "criminal records" a perfect linguistic evolution of remembering one's legal past! 📜

Vietnam's Criminal Record System: Changing Hands In a Nutshell 🥜

In a significant administrative shift, Vietnam has transferred the responsibility for issuing Criminal Record Certificates (Phiếu Lý Lịch Tư Pháp) from the Ministry of Justice to the Ministry of Public Security. This change, effective March 1, 2025, represents a major reorganization in how Vietnamese citizens and organizations obtain official documentation of their legal history. Let's investigate this bureaucratic case! 🕵️‍♀️

 

The Case of the Transferred Responsibility 📋

For nearly 15 years (since July 1, 2010), the Department of Justice handled all criminal record certificate requests in Vietnam. Now, this crucial public service has been handed over to the Police Department. But what exactly does this mean for the average citizen?

The Verdict: Key Changes in the Criminal Record System 👨‍⚖️

Under the new regulation, the Police Department now issues criminal record certificates. This change implements a broader government initiative to streamline organizational structures and enhance the efficiency of state management in this field.

The criminal record certificate, an essential document for many personal and professional purposes, will now be handled by the agency that naturally maintains most criminal data - the police. This logical consolidation aims to reduce bureaucratic steps and potentially speed up processing times.

Evidence Exhibit A: Location Changes 📍

• Ho Chi Minh City: After March 1, residents who submitted applications at the Department of Justice will now collect their results at 258 Tran Hung Dao Street, District 1 (Police Department)
• Hanoi: Applications and collections now at 13 Han Thuyen Street, Pham Dinh Ho Ward, Hai Ba Trung District (Police Department)

Evidence Exhibit B: Service Hours and Contact Information 🕒

Hanoi Police Department hours:

• Morning: 8:00 AM to 11:00 AM
• Afternoon: 1:00 PM to 4:30 PM
• Monday through Saturday morning (Closed Saturday afternoon and Sunday)

Hotline numbers: 024.3396669 - 024.38616986

🏠 Real-life example: James, an expatriate working for a technology company in Ho Chi Minh City, submitted his criminal record certificate application to the Department of Justice on February 25, 2025. When he returned to collect his document on March 5, he was surprised to find a notice directing him to the Police Department at 258 Tran Hung Dao Street. Despite the initial confusion, James reported that the collection process at the new location was efficient, with police officers quickly locating his application in the transferred records system. "The officers were well-prepared for the transition and had my certificate ready within minutes," James commented. 💼

How to Apply for a Criminal Record Certificate After March 1, 2025 📝

You can submit your application through four convenient channels:

1. In person at the Police Department offices
2. Through the VNeID app (electronic certificates available)
3. Online via the public service portal
4. Via postal service

Important! Electronic certificates issued through the VNeID app have full legal validity, equivalent to paper versions. If you need additional paper copies, you can request them for collection at police offices or delivery via postal service.

Application fees remain unchanged:

• Regular fee: 200,000 VND per certificate
• Reduced fee (for students and revolution contributors): 100,000 VND per certificate

Did you know? 🤔 In Ho Chi Minh City alone, over 54% of criminal record certificate applications in early 2025 were processed through the VNeID application! In just half a month after the Lunar New Year, more than 5,800 out of 10,200 applications came through this digital platform. Vietnam's digital transformation is rapidly changing how citizens interact with government services, with criminal record applications leading the way in this digital revolution! 📱

Why This Transfer Matters 📊

This administrative change reflects Vietnam's commitment to:

1. Organizational streamlining - Reducing overlapping responsibilities between ministries
2. Data consolidation - Placing records management under the agency that collects most criminal data
3. Digital transformation - Continuing the push toward online services (evidenced by the high VNeID usage)
4. Service continuation - Both ministries have worked to ensure uninterrupted service during the transition

💡 Tips for Getting Your Criminal Record Certificate

• Use VNeID when possible - It's faster and provides instant digital certificates
• Request the right number of copies - Physical certificates are limited (you receive one copy while the authority keeps another)
• Check validity requirements - Unlike some documents, criminal record certificates don't have a standard expiration date; acceptability depends on the receiving organization's policies
• Bring proper identification - Ensure smooth verification by bringing all required ID documents
• Consider timing - Plan ahead, especially during this transition period when slight delays might occur

Nature's "Criminal Record" Systems 🌿

Interestingly, nature has its own version of "criminal record" tracking! Certain species of birds remember and communicate information about threatening individuals. Crows, for example, can recognize human faces associated with negative experiences and will alert other crows about these "suspicious characters." These birds pass along this "criminal record" information to their offspring and flock members, creating a natural database of potentially dangerous individuals. Like Vietnam's centralized police records, this natural intelligence system helps protect the community by keeping track of those who might pose a threat! 🦅

Test Your Knowledge! 📝

1. As of March 1, 2025, which agency is responsible for issuing criminal record certificates in Vietnam? a) Ministry of Justice b) Ministry of Foreign Affairs c) Ministry of Public Security (Police Department) d) Ministry of Labor
2. What is the regular fee for a criminal record certificate in Vietnam? a) 100,000 VND b) 150,000 VND c) 200,000 VND d) 250,000 VND
3. Which of the following is NOT a valid way to apply for a criminal record certificate? a) In person at police offices b) Through the VNeID application c) Via email to the police department d) Through postal services
4. What percentage of applications in Ho Chi Minh City came through the VNeID app in early 2025? a) Approximately 25% b) Approximately 54% c) Approximately 75% d) Approximately 10%

(Answers: 1-c, 2-c, 3-c, 4-b)

Call to Action 🗣️

Have you applied for a criminal record certificate since the March 1 transition? How was your experience with the new system? Share your story in the comments below to help others navigate this administrative change!

#VietnamLegal #CriminalRecordCertificate #PoliceService #DigitalTransformation #VNeID #PublicAdministration

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you go...

• This article is like a map showing the new office location, not a GPS 🗺️ It'll guide you to the right department, but won't fill out your application for you!
• Each criminal record application journey is unique 🦄 Your specific situation may have additional requirements!
• For complex scenarios (like international criminal record needs), seek a professional legal wizard 🧙‍♂️ (May we suggest Thay Diep & Associates Law Firm?)

Remember: Reading this doesn't make you a police officer, just like watching "CSI" doesn't qualify you to process fingerprints! 🔍😉

#LegalInfo #NotLegalAdvice #ConsultAPro

Support Your Legal Ninja's Coffee Fund! ☕

Enjoyed Ngọc Prinny's witty legal wisdom? Help keep this ninja caffeinated!

Every article is powered by:

• Hours tracking administrative changes across ministries 📚
• Legal expertise spanning 10+ years ⚖️
• Creative storytelling that makes bureaucratic transitions actually interesting 📝
• And lots of coffee consumed during visits to government offices! ☕

If my posts have helped you navigate Vietnam's legal labyrinth, consider treating me to a coffee! Your support helps keep the legal puns flowing and the knowledge growing. 🌱

---

If you're reading this in the evening, may your dreams be completely free of paperwork and government office visits! Sleep well knowing you're now informed about where to get your criminal record certificate. 😴

If you're reading this in the morning, may your day be productive and your interactions with government agencies be surprisingly efficient! Here's hoping your criminal record certificate (if you need one) is processed quickly and without complications! ☀️

No matter when you're reading this, I hope this information saves you time and confusion when dealing with Vietnam's administrative changes. May all your documents be issued promptly and your record remain spotlessly clean! 💖

Spill the Beans, Spread the Love, & Brighten My Day! ☕️⚖️🌟

• Local Support (VND): Local Bank QR Code:📱

 

• International Support (USD via PayPal): 💸 PayPal: @NgocPrinny