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THE GOVERNMENT OF VIETNAM
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No. 57/2026/ND-CP
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Hanoi, February 12, 2026
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DECREE
RESTRUCTURING OF STATE CAPITAL IN ENTERPRISES
Pursuant to the
Law on Government Organization No. 63/2025/QH15;
Pursuant to the
Law on Enterprises No. 59/2020/QH14, as amended by the Law providing amendments
to the Law on Public Investment, the Law on Public-Private Partnership
Investment, the Investment Law, the Housing Law, the Law on Electricity, the
Law on Enterprises, the Law on Excise Duties, and the Law on Civil Judgment
Enforcement No. 03/2022/QH15; the Law providing amendments to the Law on
Enterprises No. 76/2025/QH15;
Pursuant to the
Law on Management and Investment of State Capital in Enterprises No.
68/2025/QH15;
Pursuant to the
Law on State Budget No. 89/2025/QH15;
Pursuant to the
Law on Management and Use of Public Property No. 15/2017/QH14, as amended by
the Law No. 64/2020/QH14, the Law No. 07/2022/QH15, the Law No. 24/2023/QH15,
the Law No. 31/2024/QH15 and the Law No. 43/2024/QH15;
Pursuant to the
Law on Tax Administration No. 38/2019/QH14, as amended by the Law No.
56/2024/QH15;
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Pursuant to the
Law providing amendments to Law on Securities, Law on Accounting, Law on
Independent Audit, Law on State Budget, Law on Management and Use of Public
Property, Law on Tax Administration, Law on Personal Income Tax, Law on
National Reserves, and Law on Handling of Administrative Violations No.
56/2024/QH15;
Pursuant to the
Law on Land No. 31/2024/QH15;
Pursuant to the
Law on Bidding No. 22/2023/QH15, as amended by the Law No. 57/2024/QH15;
Pursuant to the
Law providing amendments to Law on Bidding, Law on Public-Private Partnership Investment,
Law on Customs, Law on Value-added Tax, Law on Export and Import Duties, Law on
Investment, Law on Public Investment, and Law on Management and Use of Public
Property No. 90/2025/QH15;
At the request of
the Minister of Finance of Vietnam;
The Government of
Vietnam promulgates a Decree providing for the restructuring of state capital
in enterprises.
Chapter I
GENERAL
PROVISIONS
Article
1. Scope
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Article
2. Regulated entities
1. Owner’s
representative agencies, direct state owner’s representatives.
2. State-owned
enterprises as defined in the Law on Enterprises, as amended or replaced from
time to time, and credit institutions over 50% of charter capital of which is
held by the State as prescribed by the Law on Credit Institutions, excluding
policy banks.
3. Representatives
for state capital invested in joint-stock companies and multi-member limited
liability companies.
4. Other authorities,
organizations and individuals involved in the restructuring of state capital in
enterprises.
Article
3. Definitions
For the purpose of
this Decree, the terms below are construed as follows:
1. “Equitization”
means the reorganization of an enterprise in the form of conversion of its
business type from a wholly state-owned single-member limited liability company
(of which 100% charter capital is held by the State) into a joint-stock
company.
2. “Date of
equitization decision” means the date on which the competent authority issues the
decision on equitization of the enterprise.
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4. “Date of
announcement of the enterprise value” means the date on which the owner’s
representative agency issues a decision announcing the value of the equitized
enterprise.
5. “Date of
conversion into a joint-stock company” means the date on which the equitized
enterprise is issued with an enterprise registration certificate or establishment
license in accordance with regulations of law on credit institutions
(hereinafter referred to as “enterprise registration certificate”) for the
first time to operate in the form of a joint-stock company.
6. “Auction of
shares” means a public offering of shares of an equitized enterprise to
eligible entities through a competitive bidding process.
7. “Auction
organization” means a Stock Exchange, securities company, or property auction
service center or property auction enterprise, as prescribed by the law on
property auction, that is selected according to the decision issued by the
owner’s representative agency.
8. “Starting price”
means the initial price of a share offered to the public for the purpose of
equitization, as determined by the owner’s representative agency, provided that
such price shall not be lower than its face value (VND 10.000). The starting
price shall be determined by a consulting firm so as to fully reflect the
actual value of the state capital in the enterprise as re-determined and
announced by a competent authority while taking into account the enterprise’s
future development potential.
9. “Grade-I
enterprise” means a wholly state-owned single-member limited liability company.
10. “Grade-II
enterprise” means a single-member limited liability company 100% of the charter
capital of which is invested by a state-owned enterprise.
Article
4. Application of regulations and laws
1. Where the Law on
credit institutions and this Decree provide different regulations on the same
matter, the restructuring of state capital in credit institutions shall comply
with the Law on credit institutions.
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3. Political
organizations, Vietnamese Fatherland Front and its member organizations may
apply the provisions of the Law on Management and Investment of State Capital
in Enterprises and the provisions of this Decree to formulation and
promulgation of regulations on competence, order and procedures for organizing
the restructuring of their capital in enterprises in accordance with law with
respect to enterprises of which they are the owners, and for organizing the
supervision and inspection of the implementation of the promulgated
regulations, ensuring conformity with practical circumstances and conditions,
and guaranteeing publicity, transparency, efficiency, and prevention of loss
and waste.
4. Enterprises
operating in sectors or fields with specific operational mechanisms or
financial management mechanisms shall, in addition to complying with the provisions
of this Decree, comply with the Government’s separate regulations on such
specific characteristics. If there is any inconsistency between such
Government’s regulations and this Decree, the former shall prevail.
Chapter II
EQUITIZATION OF
ENTERPRISES
Section
1. GENERAL PROVISIONS
Article
5. Equitization of enterprises
1. The equitization
of a wholly state-owned enterprise shall be carried out in association with the
objective of enhancing business efficiency, operational and production
capacity, and competitiveness of the enterprise.
2. Enterprises
undergoing equitization are Grade-I enterprises to be converted into
joint-stock companies, including:
a) Parent companies
of economic groups, parent companies of state corporations;
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c) Wholly state-owned
independent single-member limited liability companies.
Article
6. Equitization conditions
1. An enterprise
specified in Article 5 of this Decree may undergo the process of equitization
when meeting the following conditions:
a) It is not
classified as an enterprise 100% of the charter capital of which should be held
by the State;
b) The enterprise's
actual value upon completion of financial settlement and enterprise valuation
as prescribed in Section 2 and Section 3 Chapter II of this Decree is equal to
or greater than its total liabilities.
2. Where, upon
completion of financial settlement and enterprise revaluation as prescribed in
Section 2 and Section 3 Chapter II of this Decree, the enterprise’s actual
value is lower than its total liabilities, the owner’s representative agency
shall direct the enterprise to continue cooperating with Vietnam Debt and Asset
Trading Corporation (DATC) and the enterprise’s creditors to formulate a debt
sale and settlement plan for enterprise restructuring so as to satisfy the
equitization conditions. Where such debt sale and settlement plan for
enterprise restructuring is considered infeasible, other forms of conversion
shall be adopted in accordance with regulations of law.
Article
7. Forms of equitization
1. Issuing additional
shares in order to increase charter capital while keeping existing state
capital in the enterprise unchanged.
2. Selling a portion
of the existing state capital in the enterprise; or combining the partial sale
of state capital with the issuance of additional shares to increase charter
capital.
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Article
8. Eligible buyers and conditions for purchasing shares
1. Domestic investors
are entitled to purchase an unlimited quantity of shares of an equitized
enterprise, except the cases prescribed in clause 4 of this Article.
2. Foreign investors
are entitled to purchase shares of an equitized enterprise in accordance with
the provisions of this Decree and relevant legislative documents.
Foreign investors
that wish to purchase shares shall be required to open accounts at credit
institutions in accordance with regulations of law of Vietnam on foreign
exchange.
Foreign investors may
make deposits or escrow deposits in foreign currencies by bank transfer when
participating in an auction for the purchase of shares or stakes of wholly
state-owned enterprises in accordance with the Vietnam’s law on foreign
exchange and guidelines given by the State Bank of Vietnam (SBV).
3. Strategic
investors:
a) A strategic
investor may be a domestic or foreign investor that:
a1) Has the status of
a juridical person as prescribed in laws;
a2) Has adequate
financial capacity (including having a profitable business for the 02
consecutive years immediately preceding the time of subscribing for shares, and
having no accumulated losses); has appropriate corporate governance capacity
and technological capability, and has operated for at least 03 years in the
sectors or fields of the equitized enterprise;
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a4) Has a written
commitment made by a competent person when registering to become a strategic
investor of the equitized enterprise that:
The primary business
line and the brand of the equitized enterprise will be maintained for at least
03 years from the date of officially becoming a strategic investor.
The purchased shares
will not be transferred within 03 years from the date on which the joint-stock
company is issued with the initial certificate of registration of joint-stock
company in accordance with the Law on Enterprises.
There is a plan to
support the enterprise after equitization in relation to the transfer of new
technologies; human resource training; improvement of financial capacity;
corporate governance; supply of raw materials; and development of product
markets.
Compensation shall be
paid for damage arising from any breach of the commitments, and in such case,
the total number of shares purchased by the strategic investor shall be subject
to the State’s right of disposal.
b) The initial
offering of shares to strategic investors shall only apply to enterprises
included in the list of enterprises over 50% of total shares of which has to be
held by the State upon equitization, as decided by the competent authority.
c) Based on the scale
of charter capital, the nature of business lines, and the requirements for
enterprise expansion and development, the Equitization Steering Board
(hereinafter referred to as the “Steering Board”) shall request the authority
competent to approve the equitization plan to consider issuing a decision on
whether to conduct initial offering of shares to strategic investors. Where an
initial offering of shares to strategic investors is conducted, the authority
competent to approve the equitization plan shall determine the criteria for
selection of strategic investors and the percentage of shares to be sold to
such strategic investors in the equitization plan.
Procedures for
selecting strategic investors of an equitized enterprise shall be followed with
the specific steps set out in Appendix I enclosed herewith, ensuring that the
selection of strategic investors and share subscription shall be completed
before the date of disclosure of information on the initial public offering
(IPO);
d) If there is only
one strategic investor that meets selection criteria and subscribes for shares,
and the number of subscribed shares is smaller than or equal to the number of
shares to be offered to strategic investors under the approved equitization
plan, the Steering Board shall request the owner’s representative agency to
make the decision on offering of shares to such strategic investor by way of
direct negotiation, provided that the selling price shall not be lower than the
average successful bid as determined based on the public auction results; where
shares are offered to other investors as prescribed in clause 4 Article 38 of
this Decree, the selling price negotiated with the strategic investor shall not
be lower than the price agreed upon with the investor purchasing shares.
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dd) If there are at
least two strategic investors that meet selection criteria and subscribe for
shares, and the total number of shares subscribed by strategic investors is
greater than the number of shares to be offered to strategic investors under
the approved equitization plan, the Steering Board shall request the owner’s
representative agency to consider holding an auction among such strategic
investors on the stock exchange.
The auction among
strategic investors shall be conducted after the public auction has been
completed, with the starting price equal to the average successful bid of the
public auction (in case shares are offered to other investors as prescribed in
clause 4 Article 38 of this Decree, the starting price for the auction among
strategic investors shall be the selling price agreed upon with the investor
purchasing shares). Shares will be sold to strategic investors in descending
order of their bids until the entire quantity of shares to be sold is fully
allocated;
e) If there are at
least two strategic investors that meet selection criteria and subscribe for
shares, and the total number of subscribed shares is smaller than or equal to
the number of shares to be offered to strategic investors under the approved
equitization plan, the Steering Board shall reach an agreement on the number of
shares to be offered to each strategic investor and the selling price thereof,
and send a report thereon to the owner’s representative agency for approval;
the number of shares offered to each strategic investor shall be the quantity
of shares subscribed by that investor, provided that the selling price shall
not be lower than the average successful bid as determined based on the public
auction results (in case shares are offered to other investors specified in
clause 4 Article 38 of this Decree, the selling price negotiated with a
strategic investors shall not be lower than the price agreed upon with the
investor purchasing shares).
The Steering Board
shall request the owner’s representative agency to make a decision on
modification of the equitization plan to convert the remaining shares (i.e. the
difference between the number of shares to be offered to strategic investors
specified in the approved equitization plan and total number of shares
subscribed by strategic investors) into shares to be sold through a public
auction;
g) The strategic
investor that fails to fulfill its commitments or violates regulations on
transfer of shares shall pay compensation for any damage incurred in accordance
with the commitment and regulations of law in force;
h) The strategic investor
has to pay a deposit or escrow deposit or obtain a guarantee from a credit
institution or foreign bank branch, amounting to 20% of the value of the shares
subscribed at the starting price approved by the competent authority and
specified in the approved equitization plan.
The strategic
investor renouncing the right to purchase shares shall forfeit the paid deposit
or incur a fine equal to the deposited amount in case of a deposit or
guarantee;
i) Offering of shares
to strategic investors must be completed before the first General Meeting of
Shareholders (GMS) is held to convert the enterprise into a joint-stock
company.
Regarding the
remaining shares (i.e. difference between the number of shares actually offered
to strategic investors and the total number of shares subscribed by strategic
investors under the approved equitization plan), the Steering Board shall
request the owner’s representative agency to issue a decision on adjustment of
the charter capital and its structure before the first GMS is held.
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a) Members of the
Steering Board and Assisting Team (unless they are representatives of the
enterprise);
b) Financial intermediaries
and employees or executives thereof engaging in provision of equitization
consultancy services or financial statement auditing, and the audit firm in
charge of enterprise valuation;
c) Subsidiaries and
associate companies in the same group, corporation or conglomerate;
d) Auction
organizations and employees and executives thereof involved in the auction
process;
dd) The related
persons as prescribed in Clause 23 Article 4 of the Law on Enterprises, of the
organizations and individuals specified in points a, b and d of this clause.
Article
9. Payment currency and initial offering methods
1. Domestic and
foreign investors shall purchase shares of the enterprise in VND.
2. The initial
offering of shares shall be carried out by the ways of public auction and
direct negotiation.
3. Depending on
eligible buyers and conditions for purchasing shares from the initial offering,
the owner’s representative agency shall decide to adopt an appropriate offering
method as prescribed in clause 2 this Article.
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1. The owner’s
representative agency shall consider approving the estimate and final
settlement of equitization costs. The General Director (or Director) of the
equitized enterprise shall decide specific cost levels according to the
contents approved by the owner’s representative agency and take legal
responsibility for such decision. Equitization costs must be supported by valid
and lawful documents, and comply with the principles of economy and efficiency
as prescribed by law.
2. Equitization costs
consist of:
a) Direct costs of
the enterprise, including:
a1) Costs of
providing professional training in enterprise equitization;
a2) Costs of
conducting asset inventory and valuation;
a3) Costs of
preparing the equitization plan and the enterprise’s Charter;
a4) Costs of
organizing the employees’ meeting for the implementation of equitization;
a5) Costs of
communication activities and disclosure of information about the enterprise;
a6) Costs of auditing
the financial statements as of the date of enterprise valuation where such date
does not coincide with the end of the fiscal year; costs of auditing the
financial statements as of the official date of conversion into a joint-stock
company;
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a8) Costs of holding
the first GMS.
b) Costs of engaging
audit firms and consulting firms to provide consultancy services for enterprise
valuation, determination of the starting price, formulation of the equitization
plan, share offering, and preparation of equitization final settlement
documentation. Payments to consulting firms shall be made according to terms
and conditions of the consultancy contracts signed between the relevant
parties.
c) Remunerations of
the Steering Board and the Assisting Team, including:
c1) The monthly
remuneration paid to each member of the Steering Board and the Assisting Team
shall not exceed twice as much as the reference pay rate for officials, public
employees and members of the armed forces as prescribed by the Government from
time to time.
c2) Remuneration
shall be paid to each member of the Steering Board and the Assisting Team based
on the actual period of service, but for no more than 24 months from the date
of establishment of such Board or Team.
d) Other costs
related to the enterprise equitization.
3. The costs of
auditing financial statements as of the date of enterprise valuation, where
such date coincides with the end of the fiscal year, shall not be included in
equitization costs; such costs shall be recorded by the equitized enterprise as
its business expenses in the relevant period as prescribed by law.
4. Equitization costs
shall be covered by funding sources prescribed in Article 40 of this Decree.
5. Where an
enterprise is required to re-determine its enterprise value, or where the
equitization process is suspended or terminated under a decision of a competent
authority, the owner’s representative agency shall consider issuing a decision
on settlement of equitization costs (provided that such costs are supported by
valid and lawful documents), which shall be recorded as the enterprise’s
expenses and be deductible in determining its taxable incomes.
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Article
11. Shares and share certificates
1. Charter capital
shall be divided into equal parts called shares. The face value of a share
shall be VND ten thousand (VND 10.000).
2. Share certificate
is a certificate issued by the joint-stock company, a book-entry record or
electronic data evidencing the ownership of one or more shares by a shareholder
of such company. A share certificate must have the primary contents prescribed
in clause 1 Article 121 of the Law on Enterprises.
Article
12. Rules for inheritance of rights and obligations of joint-stock company
converted from state-owned enterprises
1. The equitized
enterprise shall be responsible for arranging and using, to the maximum extent
possible, the employees existing at the date of equitization decision, and for
settling benefits for employees whose employment is terminated or who are made
redundant in accordance with applicable regulations.
The joint-stock
company shall assume all obligations and responsibilities towards employees
transferred from the equitized enterprise; have the right to recruit, assign
and use its workforce, and cooperate with relevant authorities in resolving
employees’ regimes and benefits in accordance with regulations of law.
2. The equitized
enterprise shall cooperate with relevant authorities in inspecting and settling
financial issues in order to determine the state capital value on the official
date of conversion into a joint-stock company.
3. The joint-stock
company shall be entitled to use all assets and sources of capital transferred
to it for its production and business operations; inherit all lawful rights and
interests, take responsibility for all debts, including tax debts, labor
contracts, and other obligations of the equitized enterprise.
4. Any surplus or
deficit in assets as compared to the value of the equitized enterprise already
decided and announced by the owner’s representative agency shall be treated as
follows:
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a1) Asset surplus:
Where the enterprise
has not completed the equitization settlement by the official date of conversion
into a joint-stock company, the asset surplus shall be recorded as an increase
in state capital in the joint-stock company (if the joint-stock company has
demand for use of such assets with the approval given in the GMS’s resolution)
or shall be transferred to DATC (if the joint-stock company has no demand for
use of such assets).
Where the enterprise
has completed the equitization settlement by the official date of conversion
into a joint-stock company, the asset surplus shall be transferred to DATC.
a2) Any asset deficit
remaining after offsetting compensation paid by relevant organizations or
individuals (if any) shall be treated as follows:
Where the enterprise
has not completed the equitization settlement by the official date of
conversion into a joint-stock company, the asset deficit shall be recorded as
its business expenses for the period from the date of enterprise valuation to
the official date of conversion into a joint-stock company.
Where the enterprise
has completed the equitization settlement by the official date of conversion
into a joint-stock company, the asset deficit shall be recorded as a decrease
in state capital in the joint-stock company if approved by the GMS’s
resolution; otherwise, it shall be recorded as business expenses of the
joint-stock company.
b) In case the
enterprise does not have state capital after the equitization:
b1) Asset surplus:
The asset surplus shall be transferred to DATC.
b2) Any asset deficit
remaining after offsetting compensation paid by relevant organizations or
individuals (if any) shall be recorded as business expenses of the joint-stock
company.
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1. The equitized
enterprise shall disclose the following information on the Government’s web
portal, and concurrently send it to the Ministry of Finance of Vietnam and the
Steering Board for Enterprise Innovation and Development for monitoring,
including: the roadmap and implementation progress of equitization, information
relating to the enterprise, settlement of financial issues arising during the
equitization, the valuation method and the results of enterprise valuation, the
equitization plan, and the implementation status and results thereof, the
status of land management and use (including the Land Use Status Report as
prescribed in clause 5 Article 32 of this Decree, and any land areas under
dispute requiring further resolution), commitment to transfer assets without
compensation in the case specified in clause 3 Article 20 of this Decree, plan
for labor arrangement and share purchase by employees, and the enterprise's
draft charter as prescribed in the Law on Enterprises.
2. Within a maximum
period of 90 days from the official date of conversion into a joint-stock
company, where the equitized enterprise satisfies the conditions of a public
company, it shall submit an application for registration as a public company;
registration for trading on the UPCOM trading system and the listing of shares
shall be carried out in accordance with regulations of law on securities.
Article
14. Equitization consultancy
1. An equitized
enterprise may engage consulting firms to conduct enterprise valuation,
determine the starting price, formulate the equitization plan, organize initial
offering, and prepare the equitization final settlement documentation. The
owner’s representative agency shall assume responsibility to decide the
selection of consulting firms, and may decentralize or authorize the Steering
Board to perform all or part of the responsibilities of the employer or
procuring entity in accordance with regulations of the Law on Bidding with
respect to the engagement of consulting firms (except for the approval of the
contractor selection results).
2. The owner’s
representative agency, or the Board of Members/Company’s President shall,
within their respective competence, decide and assume responsibility for the
selection of consulting firms that meet the standards laid down in clause 4 and
clause 5 of this Article to conduct enterprise valuation. Selection of
consulting firms shall comply with regulations of the Law on Bidding.
3. The consulting
firm in charge of conducting enterprise valuation shall select appropriate
valuation methods to determine the enterprise value, ensuring compliance with
the rules laid down in this Decree, regulations of laws on land, pricing, and
valuation, and completion of the valuation within the time limit and in
conformity with the commitments stated in the signed contract. The equitized
enterprise shall provide complete and truthful information about the enterprise
to the consulting firm in charge of conducting enterprise valuation to serve
its performance of valuation tasks.
4. A domestic
consulting firm providing consultancy services for enterprise valuation must
meet the following standards:
a) It is an audit
firm, securities company, or valuation enterprise that is duly established and
operating in Vietnam in accordance with regulations of law, and holds a valid
Certificate of Eligibility to provide valuation services issued by the Ministry
of Finance of Vietnam in accordance with regulations of laws on pricing and
valuation;
b) It has at least
05-year experience (equivalent to 60 consecutive months of operation by the
time of submission of an application for provision of enterprise valuation
consultancy services) in one of the following fields: valuation, auditing,
accounting, financial consulting, or enterprise ownership conversion
consulting;
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d) It meets the
criteria regarding the number and professional qualifications of its personnel
in the sectors or fields in which it operates;
dd) It does not incur
any administrative penalties or more severe penalties for violations against
regulations of laws regarding its business lines during 05 consecutive years
preceding the year of application;
e) It has established
an enterprise valuation process in conformity with regulations of law on
conversion of state-owned enterprises into joint-stock companies and valuation
standards.
5. A foreign
consulting firm may provide consultancy services for enterprise valuation upon
its satisfaction of the following standards:
a) It is operating in
the field of valuation, auditing, accounting, financial consulting or
enterprise ownership conversion consulting in accordance with regulations of
law of the country where it is headquartered;
b) It has established
reputation, capability, and brand recognition, and at least 05-year experience
(equivalent to 60 consecutive months of operation by the time of submission of
an application for provision of enterprise valuation consultancy services) in
one of the following fields: valuation, auditing, accounting, financial consulting,
or enterprise ownership conversion consulting.
6. Responsibilities
of a consulting firm in charge of conducting enterprise valuation:
a) Comply with
regulations of relevant laws in the course of conducting enterprise valuation
and performing the contract signed with the client;
b) Assume legal
responsibility for its provided enterprise valuation results;
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d) Provide
explanations or information and data relating to the enterprise valuation
results in the event of complaints or at the written request of the owner’s
representative agency, the State Audit Office of Vietnam, the Ministry of
Finance of Vietnam, or other competent authorities;
dd) Protect the
confidentiality of client information; retain the files and documents relating
to enterprises for which enterprise valuation has been conducted;
e) A consulting firm
is not allowed to provide enterprise valuation consultancy services if:
e1) Its manager, as
defined in clause 24 Article 4 of the Law on Enterprises, chief accountant (or
person in charge of accounting tasks), or valuer is a related person, as
defined in clause 23 Article 4 of the Law on Enterprises and other specialized
laws, of the equitized enterprise.
e2) It is providing
or has provided auditing, bookkeeping, or financial statement preparation
services to the equitized enterprise for 02 consecutive years before the date
of enterprise valuation.
Section
2. Settlement of financial issues upon equitization
Article
15. Asset inventory and classification, and settlement of financial issues
1. Upon receipt of
the equitization decision from a competent authority, the enterprise shall
carry out inventory and classification of assets, sources of capital, and funds
under its management, and reconcile and confirm receivables and payables as of
the date of enterprise valuation.
With regard to
certain specialized assets for which physical access for inventory and
assessment of their actual condition is not feasible or effective, the
enterprise shall formulate a plan for conducting the inventory and assessment
of such assets and submit it to the owner’s representative agency for getting
opinions from relevant specialized and technical authorities. Within 20 working
days from the date of receipt of the request from the owner’s representative
agency, relevant specialized and technical authorities shall provide their
opinions in writing about the plan for conducting the inventory and assessment
of such assets. Based on the opinions given by relevant specialized and
technical authorities, the owner’s representative agency shall decide to approve
an appropriate inventory plan and assume responsibility for inventory results.
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When the parent
company of an economic group, or a state corporation, or in a parent
company-subsidiary group, is equitized, all subsidiaries 100% of charter
capital of which is held by this parent company shall have to undergo
enterprise valuation in accordance with this Decree. The date of enterprise
valuation of each subsidiary shall be the same as that of the parent company.
3. Before conducting
the enterprise valuation, the equitized enterprise shall send a written request
to its supervisory tax authority to examine and determine amounts payable to
the state budget as prescribed.
Within 30 days from
the date of receipt of the written request from the enterprise and the complete
tax declaration dossier in case of conversion of business type or restructuring
of the enterprise as prescribed, the tax authority shall carry out a tax audit
in accordance with provisions of the Law on Tax Administration in order to
determine tax obligations and amounts payable to the state budget. If the tax
authority fails to carry out a tax audit within this time limit, the enterprise
valuation shall be carried out based on figures declared by the equitized
enterprise as prescribed.
4. Based on the
results of asset inventory, financial statement audit, and finalization of
amounts payable to the state budget, the equitized enterprise shall cooperate
with relevant authorities to proactively resolve any financial issues within
its competence and in accordance with regulations of law before conducting the
enterprise valuation.
Any issues beyond the
competence of the equitized enterprise should be promptly reported to competent
authorities.
Where such issues
have been reported to competent authorities but remain unresolved, the
enterprise shall clearly specify these issues in the enterprise valuation
report to serve as the basis for further settlement during the period from the
date of enterprise valuation to the official date of conversion into a
joint-stock company.
5. For an enterprise
having specific operations, the inventory, assessment and classification of
cash capital, finance lease assets, and receivables and payables, and the
settlement of financial issues, shall be subject to a decision issued by the
owner’s representative agency in accordance with the guidelines in relevant
specialized laws, ensuring that the financial statements contain no material
misstatements.
Article
16. Handling of assets leased, borrowed, or received under joint-venture or
cooperation agreements, redundant assets, and assets purchased with reward and
welfare funds
1. Assets leased,
borrowed, or received as capital contribution under joint-venture or
cooperation agreements, and other assets that are not under ownership of the
enterprise, shall be excluded from the enterprise value for equitization
purpose.
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2. The equitized
enterprise shall proactively handle the assets which are redundant or pending
liquidation in conformity with prevailing regulations of law on liquidation and
transfer of assets.
Notwithstanding the
provisions of clause 3 of this Article, the equitized enterprise shall transfer
any assets which have not yet been disposed of as of the date of enterprise
valuation to DATC for handling in accordance with regulations of law. The
remaining values as recorded in the accounting books of such assets shall be
recorded as the enterprise’s business expenses in the period.
3. The following
assets shall not be excluded from the enterprise value:
a) Houses and other
constructions (including underground construction works, roads, walls and
yards) directly or indirectly used by the enterprise, machinery, equipment and
means of transport which have been newly invested in and put into use within 05
years or which have a residual value, as recorded in accounting books, equal to
or exceeding 50% of their original costs. The enterprise shall continue
managing, monitoring and fully disposing of such assets by the official date of
conversion into a joint-stock company in accordance with regulations of law;
b) Assets subject to
compulsory destruction such as chemicals, hazardous substances, or expired
pesticides, etc.; the enterprise shall cooperate with relevant competent
authorities in disposing or destructing these assets in accordance with
regulations of law on environmental protection before the equitized enterprise
is issued with the initial certificate of registration of joint-stock company.
After the causes and
responsibility to pay compensation have been determined in accordance with
regulations of law, any remaining loss incurred by the enterprise shall be
recognized as its business results as prescribed.
c) Assets that are
in-progress construction costs of projects or construction works that have been
suspended pursuant to decisions of competent authorities; the joint-stock
company shall inherit, monitor and settle such assets in accordance with
regulations of law. With respect to project-related costs which have not been
approved by competent authorities, have not resulted in the formation of any
tangible assets, and are considered unrecoverable such as costs of preparation
of prefeasibility studies, construction surveys, and designs, the enterprise
shall determine the causes and entities responsible for paying compensation in
accordance with regulations of law. Any remaining loss incurred by the
enterprise shall be recognized as its business results as prescribed;
d) Assets that have
been provided by the enterprise as collateral for loans at credit institutions;
dd) With regard to
the assets of the enterprise mentioned in clause 2 Article 6 of this Decree,
during its cooperation with DATC and creditors in formulating and submitting
the debt sale plan for enterprise restructuring to the owner’s representative
agency for approval, the equitized enterprise shall not carry out any
liquidation or transfer of assets included in the list of assets accounted for
as the enterprise value as announced by the owner’s representative agency.
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With respect to
residential houses for officials and employees constructed using funds from the
enterprise’s welfare fund, including those financed by the state budget-derived
funds, where the enterprise has no further demand for their use, such houses
shall be transferred to the competent local housing and land authority for
management.
5. Assets used for
production and business operations of the equitized enterprise which have been
purchased using its reward and/or welfare fund shall, where supported by valid
and lawful documents, be subject to revaluation and have their value included
in the enterprise value, and shall thereafter be used by the joint-stock
company for its production and business operations.
6. Upon equitization
of the parent company of an economic group, the parent company of a state
corporate, or the parent company of within a parent company-subsidiary group
that has public service units, assets shall be handled as follows:
a) If the equitized
enterprise inherits assets, it shall organize the valuation thereof and include
the value of assets in the enterprise value for equitization in accordance with
regulations of law on conversion of public service units into joint-stock
companies;
b) If the equitized
enterprise does not inherit assets, the Steering Board shall request the
owner’s representative agency to consider making a decision or request the
Prime Minister of Vietnam to consider making a decision on transfer of such
assets to relevant ministries or provincial-level People’s Committees for
management in accordance with regulations of law. Pending the completion of
such transfer, the equitized enterprise shall continue managing such assets
until a decision is issued by the competent authority.
Article
17. Receivables
1. The equitized
enterprise shall be responsible for reconciling and confirming all receivables
(including due and undue debts; in case of a credit institution, including all
off-balance-sheet receivables), and for taking necessary measures to recover
all due debts before the valuation of the equitized enterprise.
With regard to
receivables from users of postpaid telecommunication, information technology
and television services (rendered domestically or abroad), and receivables of
equitized enterprises that are commercial banks, where such receivables arise
regularly from a large quantity of clients and the reconciliation and
confirmation of debts with each client would entail considerable workload, time
and expenses, the owner’s representative agency shall make a decision on the
method of reconciliation and confirmation of debts in a manner appropriate to
practical conditions (based on accounting books and records, and the
information technology system employed to manage clients of the equitized
enterprise).
Debts for which there
are insufficient legal documents evidencing that the debtor remains indebted,
or evidencing the irrecoverability of such debts as prescribed, shall not be
excluded from the enterprise value. The enterprise shall be required to clarify
the causes thereof for handling of such debts in accordance with the following principles:
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b) The enterprise
shall complete relevant documents and continue monitoring and pursuing recovery
of debts for which the irrecoverability has not been substantiated.
2. In the event that,
as of the date of enterprise valuation, there remain certain receivables which
are supported by adequate documents but not yet reconciled and confirmed, the
Board of Members or the President of the equitized enterprise shall provide a
detailed explanation of such receivables and clearly determine the
responsibility of the relevant collectives and individuals for completing the
reconciliation and confirmation such debts prior to the date on which the
equitized enterprise is issued with the initial certificate of registration of
joint-stock company (except for receivables that have been recovered and are
supported by valid documents), and submit a report to the owner’s
representative agency for including the value of such receivables in the
enterprise value according to their book values. The inclusion of such
receivables shall also be specified in the decision on approval of the
enterprise value and the equitization plan which shall serve as the basis for
auction of shares.
As at the time the
equitized enterprise is issued with the initial certificate of registration of
joint-stock company, when preparing financial statements to serve the transfer
into the joint-stock company, in respect of receivables for which
reconciliation procedures have been carried out but confirmation has not yet
been obtained, the Board of Members or the President of the equitized
enterprise shall be responsible for directing a review and classification of
such receivables into irrecoverable debts and other outstanding receivables for
handling in accordance with the following provisions:
a) With respect to
receivables for which reconciliation procedures have been carried out but
confirmation has not yet been obtained, and which are determined to be
irrecoverable in accordance with applicable regulations, the responsibility for
compensation of the relevant collectives and individuals shall be considered
and determined. The remaining value of such debts (after offsetting any
compensation paid by the relevant collectives and individuals, and provisions
for doubtful debts, if any) shall be recorded as expenses of the equitized
enterprise; all documents relating such debts shall be transferred to DATC for
further handling in accordance with regulations of law.
b) Other receivables
for which reconciliation procedures have been carried out but confirmation has
not yet been obtained shall be transferred to the joint-stock company for
continued monitoring and recovery as prescribed.
3. The equitized
enterprise shall transfer all the debts which are not included in the
enterprise value for equitization purpose (including doubtful or bad debts
which have been settled by provisions for doubtful debts during 05 consecutive
years preceding the date of enterprise valuation), accompanied with all
relevant documents, to DATC for further handling in accordance with regulations
of law.
With respect to debts
which are not included in the enterprise value for equitization purposes of a
wholly state-owned enterprise operating in the field of telecommunications
(including doubtful or bad debts which have been settled by provisions during
05 consecutive years preceding the date of enterprise valuation), the
enterprise shall retain such debts for continued monitoring, management, and
recovery.
With respect to debts
which are not included in the enterprise value for equitization purposes of a
wholly state-owned commercial bank (including doubtful or bad debts which have
been settled by provisions during 05 consecutive years preceding the date of
enterprise valuation), the commercial bank shall retain such debts for
continued monitoring, management, and recovery, or transfer part or all of such
debts to DATC for handling as prescribed.
Where the
telecommunications enterprise or commercial bank retains such debts for
continued monitoring, management, and recovery, it shall be entitled to retain
a percentage of the amounts recovered, at the rate prescribed by the Ministry
of Finance as applicable to DATC, for the purpose of offsetting costs incurred
from the debt recovery. The remaining amount shall be paid to the state budget
of appropriate level in accordance with applicable regulations on hierarchical
management of state budget.
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Article
18. Payables
1. The equitized
enterprise shall carry out reconciliation and confirmation of all payables owed
to organizations and individuals prior to the enterprise valuation, and
cooperate with DATC in addressing and resolving any outstanding financial
issues before carrying out the financial settlement and the enterprise
valuation.
Where, as of the date
of enterprise valuation, the debt settlement plan is yet to be completed, the
enterprise shall clearly state the reasons therefor in the enterprise valuation
record and continue cooperate with DATC in completing such plan as prescribed
in clause 2 Article 6 of this Decree.
In the event that, as
of the date of enterprise valuation, there remain certain payables which are
supported by adequate documents but not yet reconciled and confirmed, the Board
of Members or the President of the equitized enterprise shall provide a
detailed explanation of such payables and determine the responsibility of the
relevant collectives and individuals for completing the reconciliation and
confirmation tasks prior to the date on which the equitized enterprise is
issued with the initial certificate of registration of joint-stock company
(except for payables that have already been settled with relevant organizations
and individuals and are supported by valid documents), and submit a report to
the owner’s representative agency for including such payables in the enterprise
value for equitization purposes according to their book values. The inclusion
of such payables shall also be specified in the decision on approval of the
enterprise value and the equitization plan which shall serve as the basis for
auction of shares.
As at the time the
equitized enterprise is been issued with the initial certificate of
registration of joint stock company, when preparing financial statements to
serve the transfer from a wholly state-owned enterprise to the joint-stock
company, the debts for which procedures for requesting creditors to carry out
debt reconciliation and confirmation have been completed but such creditors
fail to provide confirmation shall be recorded as an increase in state capital.
The joint-stock company (converted from a wholly state-owned enterprise) shall
retain all debt-related documents, inherit, monitor and pay such debts at the
request of creditors. Any payment of debts shall be recorded as the
enterprise’s expenses in the relevant period.
With respect to a
wholly state-owned commercial bank, checking and reconciliation of client
deposits and valuable papers (including certificates of deposit, treasury
bills, promissory notes, and bonds) shall be conducted on the basis of detailed
records of each payable as reflected in its accounting books; deposit balances
of clients that are juridical persons must be reconciled and confirmed with
such clients; savings deposits, individual deposits, and valuable papers must
be reconciled against accounting books and records kept by the bank, or
where appropriate, reconciled with the relevant clients. As at the time the
equitized enterprise is issued with the initial certificate of registration of
joint-stock company, when preparing financial statements to serve the transfer
from a wholly state-owned enterprise to a joint-stock company, in respect of
debts for which reconciliation procedures have been duly carried out but
reconciliation and confirmation with customers have not been obtained, the
joint-stock commercial bank shall inherit, monitor, manage and pay debts at the
lawful request of creditors in accordance with regulations of law.
With regard to
collateral, deposits, prepaid amounts of users of postpaid telecommunication,
information technology and television services, or for ensuring the provision
of intermediary payment services as prescribed by law, where the reconciliation
and confirmation of debts with each client would entail considerable workload,
time and expenses, the owner’s representative agency shall direct the
enterprise to submit a report thereon and make a decision on the method of reconciliation
and confirmation of debts in a manner appropriate to practical conditions and
regulations of law (based on accounting books and records, contracts for
provision of telecommunication, information technology, television, and or
intermediary payment services, and the information technology system employed
to manage clients of the equitized enterprise).
2. The equitized
enterprise shall mobilize lawful sources of capital to pay all debts that have
fallen due prior to the date of enterprise valuation, or enter into written
agreements with the relevant creditors for the settlement thereof, including
the conversion of such payables into share capital.
The conversion of
payables outstanding as at the date of enterprise valuation into share capital
must be specified in the equitization plan, disclosed in the prospectus for the
initial offering of shares, and carried out through the creditor’s successful
bid at the auction of shares. Accordingly, the creditor shall participate in
IPO and, based on the winning bid, the amount of debt owed to the creditor
shall be converted into the corresponding number of shares.
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a) The equitized
enterprise shall pay taxes and other debts to the state budget before conversion;
b) If the equitized
enterprise has not fulfilled its obligations to pay taxes and other amounts
payable to the state budget, the joint-stock company shall inherit all of such
outstanding liabilities.
4. During the
equitization, where the enterprise encounters difficulties in repaying overdue
loan debts to credit institutions (including the Vietnam Development Bank) due
to its business losses, it shall cooperate with such credit institutions in
settling such debts in accordance with regulations of law on credit
institutions and other relevant laws.
Article
19. Provisions, losses or profits
1. Unused amounts of
provisions for devaluation of inventories, financial investments, and doubtful
receivables (if any) as at the date of enterprise valuation may be used for
offsetting losses in accordance with applicable regulations. Any remaining
amounts shall be reserved and recorded as the equitized enterprise’s income.
2. The equitized
enterprise shall be entitled to retain the balance of provisions for warranty
of products, good, and construction works as at the date of enterprise
valuation corresponding to the warranty obligations under the contracts that
remain in force.
3. The amounts of
provisions for risks, financial reserves of a bank, or provisions for insurance
operations that remain after they are used for offsetting losses in accordance
with applicable regulations may be retained by the equitized enterprise but
shall be included in the value of the state capital at the equitized
enterprise.
4. The amounts of
profits that remain after they are used for offsetting the losses incurred in
previous years (if any) in accordance with regulations of the Law on Corporate
Income Tax, making contributions to the science and technology development fund
as prescribed by law, and paying corporate income tax shall be distributed in
accordance with regulations of law applicable to state-owned enterprises in
force at the date of enterprise valuation.
5. After losses have
been offset against according to the abovementioned provisions, the equitized
enterprise shall cooperate with relevant authorities in settling any
outstanding debts owned to credit institutions (including Vietnam Development
Bank) as at the date of enterprise valuation in accordance with regulations of
law and the provisions of clause 4 Article 18 of this Decree.
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1. If the equitized
enterprise inherits the capital amounts invested in other enterprises (stakes),
such stakes shall be determined according to the rules stated in Article 34 of
this Decree.
2. If the equitized
enterprise does not inherit such stakes in other enterprises, the owner’s
representative agency shall:
a) Reach an agreement
with capital-contributing members to transfer such stakes to another
state-owned enterprise to act as the representative for such stakes as
prescribed by law;
b) Sell such stakes
to another partner or investor as prescribed by law;
c) Where, as at the
date of enterprise valuation, the equitized enterprise has not been able to
sell or transfer such stakes to another partner or investor, it shall continue
to inherit such stakes in accordance with clause 1 of this Article.
3. With regard to the
investment made by the equitized enterprise in a foreign-invested enterprise,
where the capital contribution contract or investment license includes a
commitment that, upon the expiration of its operating period, the entire assets
of this enterprise shall be transferred without reimbursement to the Vietnamese
party, and such assets are to be inherited by the equitized enterprise, the
value of such investment shall be included in the enterprise value for
equitization purpose according to the rules stated in Article 34 of this
Decree. When the operating period of the foreign-invested enterprise, as stated
in the capital contribution contract or investment license, expires, all assets
must be transferred without reimbursement to the State shareholder or the
Government of Vietnam, if the State no longer holds any stakes in the
enterprise, in accordance with Article 125 of the Government's Decree No.
31/2021/ND-CP dated March 26, 2021, as amended or replaced from time to time,
and relevant laws.
The equitized
enterprise shall publish information about such transfer of assets to its
investors and specify the same in the asset transfer record and the Charter of
the joint-stock company.
Article
21. Cash balances of reward fund and welfare fund
1. The cash balances
of the reward fund and the welfare fund as at the date of enterprise valuation
shall be used to offset any expenditures in excess of the prescribed levels for
employees (if any), and to make payments to employees in accordance with
regulations applicable to the equitized enterprise. any remaining amounts shall
be distributed to employees, managers and controllers currently working at the
enterprise, in proportion to their respective months of working at the
equitized enterprise. Such distribution of the remaining amounts of the reward
fund and welfare fund to employees, managers and controllers of the enterprise
shall be completed before the date of conversion into a joint-stock company.
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Article
22. Unused amounts of enterprise arrangement support fund and science and
technology development fund
1. The unused amount
of the enterprise arrangement support fund of the equitized enterprise (if any)
as at the date of enterprise equitization shall be considered as the state
capital and transferred to the state budget of appropriate level in accordance
with applicable regulations on hierarchical management of state budget.
2. The unused amount
of the science and technology development fund of the equitized enterprise (if
any) as at the date of enterprise equitization shall be retained by the
enterprise; the joint-stock company established after equitization shall
inherit and assume responsibility to manage and use such amount in accordance
with applicable regulations.
Article
23. Settlement of financial issues as of official date of conversion into
joint-stock company
1. The equitized
enterprise shall continue implementing regulations on financial management
applicable to state-owned enterprises from the date of enterprise valuation to
the official date of conversion into a joint-stock company.
2. From the day on
which the equitized enterprise is issued with the initial certificate of
registration of joint-stock company, the equitized enterprise shall prepare
financial statements according to financial policies for state-owned
enterprises as the basis for transfer from the equitized enterprise to the
joint-stock company, in which:
a) The unused amounts
of provisions for devaluation of inventories, financial investments and
doubtful debts (if any) may be used for offsetting losses in accordance with
applicable regulations. Any remaining amounts shall be reversed and recorded as
the equitized enterprise’s income.
With respect to
provisions for warranty of products, goods, and construction works (for the
signed contracts that remain in force or for the products, goods, and
construction works that are still within their warranty periods), the equitized
enterprise shall be entitled to set aside such provisions according to the
signed contracts and retain the corresponding amounts to perform its warranty
obligations thereunder.
The equitized
enterprise shall accompany the equitization dossier with detailed statement of
each type of products, goods, and construction works. Upon the expiration of
the warranty period for the relevant products, goods, and construction works,
the remaining amount of the provisions for such warranty shall be, within 05
working days after the date of expiration of the warranty period under the
relevant contract, paid by the joint-stock company to the state budget of
appropriate level in accordance with applicable regulations on hierarchical
management of state budget.
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b) With respect to
exchange rate differences arising from the revaluation of monetary items
denominated in foreign currencies as at the official date of conversion into a
joint-stock company, the equitized enterprise shall carry out such revaluation
in accordance with applicable regulations and shall not record such differences
as its income or expenses. The value of exchange rate differences as at that
date shall be transferred to the joint-stock company (converted from a
state-owned enterprise) for further monitoring and settlement as prescribed.
c) Distribution of
profits and making of contributions to funds shall comply with prevailing
regulations applicable to state-owned enterprises.
If the official date
of conversion into a joint-stock company does not coincide with the date of
preparation of annual financial statements, and thus the enterprise
classification serving as the basis for determination of contributions made to
the enterprise’s funds cannot be carried out, the equitized enterprise shall
make contributions to the reward fund and the welfare fund as at that date
according to the following rules:
c1) Contributions
shall be made based on the enterprise classification results of the year
preceding the official date of conversion into a joint-stock company.
c2) Contributions
shall be made based on the profits available for making contributions to the
enterprise’s funds as prescribed.
c3) The contribution
to each fund shall be equal to that made according to regulations on profit
distribution applicable to state-owned enterprises divided by 12 and multiplied
by the number of months from the beginning of the year until the official date
of conversion into a joint-stock company.
d) Where dividends or
profits arise during the period from the date of enterprise valuation to the
official date of conversion into a joint-stock company (which have not been
included in the enterprise value and have not been taken into account in
determining the starting price of shares), and a resolution on the distribution
of such dividends or profits has been adopted:
d1) With respect to
dividends or profits distributed in cash, upon receipt of such dividends or
profits, the joint-stock company shall transfer the entire amount received,
after deduction of any tax obligations (if any), to the state budget within 05
working days from the date of receipt of such dividends or profits distributed
in cash.
d2) With respect to
dividends distributed in shares, based on the resolution on the dividend
distribution and the notice of right to receive dividends, the equitized
enterprise shall determine the number of shares to be received for monitoring
and shall clearly provide an explanation thereof in the record of transfer of
assets and capital between the equitized enterprise and the joint-stock
company.
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Transfer of shares
listed or registered for trading on the securities market shall comply with
regulations of the Law on Securities. Transfer of shares which have been not
listed or registered for trading on the securities market shall comply with
provisions of Chapter V of this Decree.
Transfer costs
include costs of engaging valuation consultants, costs of organizing the
auction of shares, costs of carrying out legal procedures for the transfer,
taxes, fees and charges (if any) payable to the state budget and other related
costs. The estimate of such costs, specific cost levels and final settlement
thereof shall be subject to approval by the Board of Directors, provided that
such costs must be supported by adequate and valid documents in accordance with
regulations of law in force.
At the request of the
enterprise made through its capital representatives, the entities to which the
enterprise makes capital contributions shall determine the number of shares
distributed that are attributable to the state ownership, and shall notify the
owner’s representative agency thereof for monitoring and supervision. The owner’s
representative agency shall supervise, direct and give its opinions to the
capita representatives in the cases specified in clause 2 of this Article.
dd) Where dividends
or profits arise during the period from the date of enterprise valuation to the
official date of conversion into a joint-stock company (which have not been
included in the enterprise value and have not been taken into account in
determining the starting price of shares), and resolutions on distribution of
dividends or profits in cash or shares issued by competent authorities of the
capital-receiving entities are not yet available, the equitized enterprise
shall instruct its capital representatives to request such capital-receiving
entities to issue resolutions on distribution of dividends or profits, or
request the joint-stock company to clearly provide an explanation thereof in
the record of transfer of assets and capital between the equitized enterprise
and the joint-stock company. Upon receipt of resolutions on distribution of dividends
or profits in cash or shares issued by competent authorities of the
capital-receiving entities, the dividends or profits distributed shall be
settled according to provisions of point d of this clause.
e) Where certain
expenses have been recorded by the equitized enterprise prior to the official
date of conversion into a joint-stock company but are recovered after such
date, the joint-stock company shall transfer the recovered amounts to the state
budget.
3. Within 90 days
from the issue date of the initial certificate of registration of joint-stock
company, the equitized enterprise shall complete the following tasks:
a) Prepare the
financial statements as at the date of initial registration of joint-stock
company;
b) Carry out the
financial statement audit;
c) Carry out
finalization and declaration of taxes and other amounts payable to the state
budget with tax authorities;
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4. Within 60 days
from the receipt of the enterprise’s request for approval of the state capital
value as at the official date of conversion into a joint-stock company
(excluding the period during which the State Audit Office of Vietnam conducts
the audit of the equitization final settlement documentation), the owner’s
representative agency shall cooperate with relevant authorities in making
decisions on approval of the financial final settlement, the final settlements
of equitization costs, payment of benefits paid to redundant employees, and
proceeds from the equitization, and the decision to announce the actual state
capital value as at the date on which the joint-stock company is issued with
the initial enterprise registration certificate. To be specific:
a) The owner’s representative
agency shall cooperate with relevant authorities in inspecting and resolving
any outstanding financial issues of the enterprise;
b) Upon completion of
the inspection and resolution of the enterprise’s financial issues, the owner’s
representative agency shall send a written request, accompanied with relevant
documents, to the State Audit Office of Vietnam to conduct an audit of the
equitization final settlement documentation, where enterprise falls within the
scope specified in clause 1 Article 28 of this Decree, including: the financial
statements as at the official date of conversion into a joint-stock company,
the final settlement of equitization costs, the final settlement of payment of
benefits paid to redundant employees, the final settlement of proceeds from the
equitization, and the actual state capital value as at the official date of
conversion into a joint-stock company.
The equitized
enterprise and the owner’s representative agency shall be responsible for
providing explanations and adequate relevant documents to ensure the
completeness and accuracy of the documents relating to the final settlement of
equitization, and the settlement of financial issues prior to the approval of
the final settlements, at the request of the State Audit Office of Vietnam.
c) Based on the audit
results given by the State Audit Office of Vietnam, the owner’s representative
agency shall consider issuing a decision to announce the actual state capital
value as at the official date of conversion into a joint-stock company, and
determine any additional amounts required to be paid to the state budget or to
the parent company - a wholly state-owned enterprise (if any).
5. Based on the
approval decision issued by the owner’s representative agency, the equitized
enterprise shall re-prepare the financial statements as at the issue date of
the initial certificate of registration of joint-stock company to serve as the
basis for transfer to the joint-stock company.
The financial
statements shall be re-prepared according to modified contents about the
settlement of financial issues prescribed herein, final settlements of proceeds
from equitization, equitization costs and payment of benefits paid to redundant
employees, and the decision to announce the actual state capital value as at
the official date of conversion into a joint-stock company (without modifying
according revaluation results).
6. The after-tax
profits arising during the period from the date of enterprise valuation to the
issue date of initial registration of joint-stock company shall be used for
offsetting the amount of state capital adjusted due to business losses (if
any); any remaining amounts shall be distributed and contributed to the funds
prescribed in Point c Clause 2 of this Article.
After deducting relevant
expenses as prescribed, the profit amount paid to the development investment
fund and the increase in state capital arising during the period from the date
of enterprise valuation to the issue date of initial registration of
joint-stock company shall be paid to the state budget of appropriate level in
accordance with applicable regulations on hierarchical management of state
budget
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a) In case of
objective causes (such as acts of God, enemy-inflicted destruction; changes in
the State polices or fluctuations in the international market or other force
majeure events), the equitized enterprise shall send a report requesting the
owner’s representative agency to consider deciding to use the proceeds from
offering of shares of the equitized enterprise to offset losses after deducting
compensation from insurers (if any).
If the proceeds from
the offering of shares are insufficient to offset the decrease in the state
capital, the owner’s representative agency shall, with the approval of the GMS,
consider issuing decision to decrease the state capital in the joint-stock
company, the charter capital and its structure accordingly, ensuring conformity
with the practical conditions.
b) In case of
subjective causes:
b1) If losses are
incurred due to failure to settle financial issues in accordance with State
regulations in force, the responsibility to make material compensation of
relevant agencies and individuals, including the enterprise, consulting firms,
independent auditors, and the authority issuing the equitization decision shall
be identified.
b2) If losses are
incurred due to the management of business operations and loss of capital and
assets of the enterprise, the enterprise’s managers shall make compensation for
such losses caused by their subjective fault in accordance with applicable
regulations.
b3) If an
organization or individual is unable to make compensation according to a
competent authority's decision due to force majeure events, the remaining
losses shall be settled in accordance with the provisions of point a of this
clause.
8. With regard to the
assets prescribed in Clause 4 Article 12 of this Decree, the equitized
enterprise shall manage and transfer them to DATC within 15 working days from
the day on which the owner’s representative agency issues a decision to
transfer these assets to DATC.
Section
3. Valuation of the equitized enterprise
Article
24. Valuation methods
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2. The enterprise
value and the state capital value in the enterprise determined and announced
shall not be lower than those determined adopting the asset-based method
prescribed in Section 4 Chapter II of this Decree.
Article
25. Announcement of enterprise value
1. Based on the
enterprise valuation documentation prepared by the consulting firm, the
Steering Board shall be responsible for reviewing and verifying the order and
procedures, as well as the compliance with regulations of law on enterprise
valuation, and shall submit it to the owner’s representative agency for
decision.
The period for
settlement of financial issues and provision of enterprise valuation consulting
services (from the date of enterprise valuation to the date of announcement of
the enterprise value) shall not exceed 12 months; in respect of an enterprise
subject to audits by the State Audit Office of Vietnam as prescribed in Clause
1 Article 28 of this Decree, such period shall not exceed 15 months.
If the value of the
equitized enterprise has not been announced upon expiry of the aforementioned
time limit, the owner’s representative agency shall decide to change the date
of enterprise valuation to serve the settlement of financial issues and
enterprise valuation in accordance with applicable regulations; and determine
the objective and subjective causes of such delayed announcement of the
enterprise value so as to review accountability, take appropriate disciplinary
actions, and request the relevant organizations and individuals to compensate
for any costs incurred from such delay.
2. The owner’s
representative agency shall consider deciding and announcing the enterprise
value within a period not exceeding 15 working days from the date of receipt of
complete documentation (including the conclusion given by the State Audit
Office of Vietnam in respect of an enterprise specified in Clause 1 Article 28
of this Decree).
3. Within 15 working
days from the day on which the owner’s representative agency issues a decision
to announce the enterprise value, the equitized enterprise shall manage and
transfer receivables, payables and assets excluded from the enterprise value as
prescribed in clause 2 Article 16, clause 2 and clause 3 Article 17 of this
Decree to DATC; continue monitoring, managing and recording other assets
according to their book values as at the date of enterprise valuation.
Article
26. Use of enterprise valuation results
The enterprise
valuation results as announced by the owner’s representative agency shall
constitute an important basis for determining the starting price for the
initial offering of shares of the equitized enterprise.
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1. The owner’s
representative agency shall consider modifying the announced enterprise value
in the following cases:
a) There are force
majeure events (such as acts of God, enemy-inflicted destruction, changes in
the State polices or other force majeure events) that affect the values of the
enterprise’s assets;
b) Variations or
discrepancies in the enterprise valuation process conducted by the consulting
firm or the equitized enterprise are found.
2. Modification of
the announced enterprise value prescribed in Clause 1 of this Article shall
only apply to the equitized enterprise that has not yet conducted its IPO.
3. If, after 09
months from the date of announcement of the enterprise value, the enterprise
fails to conduct the IPO, an enterprise revaluation shall be required, unless
otherwise decided by the Prime Minister at the request of the owner’s
representative agency, provided that the IPO must in any event be conducted
within 12 months from the date of announcement of the enterprise value.
Article
28. State audit of equitized enterprises
1. Regulated entities
and scope of audit:
Based on the
enterprise valuation results provided by the consulting firm and at the request
of the owner’s representative agency, the State Audit Office of Vietnam shall
audit the enterprise valuation results and settlement of financial issues prior
to valuation of the following enterprises:
a) Wholly state-owned
single-member limited liability companies which are parent companies of
economic groups or state corporations (including state-owned commercial banks);
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c) Other
single-member limited liability companies that are subject to state audit at
the request of the Prime Minister or the owner’s representative agency.
2. In respect of the
enterprises specified in Points a and b, Clause 1 of this Article, the owner’s
representative agency shall send to the State Audit Office of Vietnam a list of
such enterprises which must specify the schedule (roadmap) for their
equitization so that the State Audit Office of Vietnam shall formulate a
program or plan for auditing enterprise valuation results given by consulting
firms and settlement of financial issues prior to the official announcement of
the enterprise value.
In respect of the
enterprises mentioned in point c clause 1 of this Article, within 05 working
days from the date of receipt of the Prime Minister’s request for audit, the
owner’s representative agency shall send a notice of the schedule (roadmap) for
equitization of such enterprises to the State Audit Office of Vietnam to serve
its formulation of a program or plan for auditing enterprise valuation results
given by consulting firms and settlement of financial issues prior to the
official announcement of the enterprise value.
3. Responsibilities
of the State Audit Office of Vietnam and relevant authorities:
a) Upon receipt of
enterprise valuation results given by consulting firms, the owner’s
representative agency shall send a written request, accompanied with the
relevant documents, to the State Audit Office of Vietnam, for audit of
enterprise valuation results given by consulting firms and settlement of
financial issues prior to the official announcement of the enterprise value;
b) Upon receipt of
the request from the owner’s representative agency, the State Audit Office of
Vietnam shall conduct the audit of enterprise valuation results given by
consulting firms and settlement of financial issues of the equitized
enterprise. The time limits for completion of audit tasks and announcement of audit
results shall comply with regulations of law on state audit. The State Audit
Office of Vietnam shall assume responsibility for their audit results in
accordance with regulations of law;
c) The equitized
enterprise and the consulting firm in charge of conducting the enterprise
valuation shall provide explanations and adequate documents concerning the
enterprise valuation and settlement of financial issues prior to enterprise
valuation at the request of the State Audit Office of Vietnam.
4. Handling of audit
results:
Based on the audit
results produced by the State Audit Office of Vietnam, the owner’s
representative agency shall consider issuing a decision to announce the
enterprise value and proceed with the subsequent steps of the equitization
process as prescribed.
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Article
29. Value of equitized enterprise determined by asset-based method
1. The total actual
value of the equitized enterprise shall be the aggregate value of all assets of
the enterprise as at the date of enterprise valuation, as revalued, taking into
account the enterprise’s earning capacity.
The actual value of
the owner’s equity in the equitized enterprise as stated in the decision to
announce the enterprise value shall be the total actual value of the equitized
enterprise after deducting all liabilities payable and any remaining funding
for non-profit activities (if any).
2. Where a parent
company of an economic group, or a state corporation, or a parent company
within a parent company-subsidiary group, undergoes equitization, the value of
the owner’s equity in the equitized enterprise shall be equal to the total
actual value of the owner’s equity in such parent company.
3. When conducting
valuation of a financial institution or credit institution adopting the
asset-based method, the audited financial statements may be used as the basis
for determining the value of cash and cash-equivalent assets, outstanding debts
and other assets, provided that the physical inventory and valuation of fixed
assets, financial investments in other enterprises and land-use rights must be
carried out in accordance with the State regulations.
4. Intangible assets
(excluding land-use rights) must be revalued and included in the enterprise
value if the equitized enterprise has a demand to continue using them.
Revaluation of such intangible assets shall be conducted by a licensed
valuation organization in accordance with regulations of law on valuation.
5. In respect of the
equitized enterprise’s investments in joint-stock companies in which the
equitized enterprise is entitled to receive shares without payment as at the
date of enterprise valuation, the value of such investments must be
re-determined in accordance with the rules set out in Article 34 of this
Decree, on the basis of the total number of shares owned by the equitized
enterprise (including all shares already received, managed, and monitored in
the notes to the financial statements) and the number of shares to be received
after the date of enterprise valuation pursuant to resolutions of the GMS of
such companies.
6. The value of
assets created under a build-operate-transfer (BOT) contract shall be
determined according to their values recorded in accounting books; at the same
time, investors should be informed that these assets will be transferred to
competent authorities upon expiry or termination of the BOT contract.
7. With respect of
assets being technical infrastructure facilities of an industrial park
(excluding leased land-use rights) in which the enterprise has invested, and
for which the enterprise has entered into a sublease agreement specifying the
rent unit price, and has collected a lump-sum rent payment for the entire
project term, such assets shall not be subject to revaluation when conducting
the enterprise valuation. The joint-stock company shall pay the land rent in
accordance with regulations of the Law on Land. Assets that are the remaining
parts of technical infrastructure facilities of the industrial park which have
not yet been leased out shall be revalued as prescribed.
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Article
30. Amounts excluded from enterprise value
1. The value of the
assets mentioned in clauses 1, 2 and 4 Article 16 of this Decree.
2. Irrecoverable
receivables.
3. Investments in
other enterprises as prescribed in points a and b clause 2 Article 20 of this
Decree.
4. Assets of public service
units in the case of equitization of the parent company of an economic group or
a state corporation, or the parent company within a parent company-subsidiary
group (except for vocational education and training institutions, and health
facilities), and assets used for non-business activities which shall not be
inherited by the equitized enterprise and shall, upon consideration and
decision by the owner’s representative agency, be transferred to relevant
authorities for the purpose of promoting private sector participation in
accordance with regulations of law.
5. The person having
the power to decide the enterprise value shall consider and decide the
exclusion from the enterprise value of the items specified in clauses 1, 2, 3
and 4 of this Article.
Article
31. Grounds for determining enterprise’s actual value
1. The figures
recorded in accounting books of the enterprise as at the date of enterprise
valuation.
2. Documents on
inventory, classification and quality assessment of the enterprise’s assets as
at the date of enterprise valuation.
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4. The value of
allocated land-use rights and goodwill of the enterprise, or the value of
intangible assets which cannot be determined as prescribed by the law on
valuation, as at the date of enterprise valuation.
Article
32. Value of land-use rights
1. The value of
land-use rights over the land areas allocated with land levies as prescribed in
clause 2 Article 119 of the Law on Land, as amended or replaced from time to
time, must be re-determined for inclusion in the enterprise value according to
the following provisions:
a) The land price
used for determining the value of land-use rights which shall be included in
the enterprise value shall be the specific land price for the region where the
enterprise’s land area is located, as announced by the People’s Committee of
the province or central-affiliated city where the enterprise’s land area is
located, in accordance with provisions of point c Clause 1 and Point a Clause 2
Article 160 of the Law on Land, as amended or replaced from time to time;
b) Any positive
difference between the value of land use rights re-determined as prescribed in
Point a of this Clause and the value currently recorded in accounting books
shall be paid to the state budget.
If the value of
land-use rights re-determined according to the land price prescribed in Point a
of this Clause is lower than the value currently recorded in accounting books,
the latter shall be taken into account upon the enterprise valuation.
c) If the enterprise
has not to pay land levies or is exempted from land levies, as prescribed by
the Law on Land and relevant laws, for its allocated land areas (including
those land areas used for producing and supplying public or welfare
services/goods such as green parks, urban environment works, coach stations or
irrigation works, etc.), these land areas shall be excluded when determining
the value of land-use rights upon enterprise valuation. Land areas used for
public works that have safety corridors as prescribed in the Law on Land shall
be also excluded from the enterprise value. The equitized enterprise shall
manage and use these land areas for their intended purposes in conformity with
regulations of the Law on Land.
2. With regard to the
remaining land area (after deducting the land areas prescribed in Clause 1 of
this Article), the enterprise shall enter into a fixed-term land lease in
accordance with regulations of the Law on Land and pay annual land rents.
Where:
a) The joint-stock
company shall pay the land rents in accordance with regulations of the Law on
Land, and such land rents shall not be included in the enterprise value for
equitization;
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c) The land areas allocated
by the State with charging the land levy, and land areas transferred to the
enterprise originating from land allocated by the State with charging the land
levy are now subject to land lease in accordance with the Law on Land, land
leases shall be signed to continue using such land areas. The amount which has
been paid by the enterprise to the State or to receive the transfer of land use
rights but has not yet been accounted for the enterprise’s business results as
at the date of enterprise valuation shall be recorded as the prepaid expenses
and deducted from the annual land rents payable by the joint-stock company in
accordance with regulations of the Law on Land;
d) The value
generated by the rights to use the land areas leased with annual rent payment
shall be determined for inclusion in the enterprise value adhering to the
following rules:
d1) Only the value
generated by the rights to use the land areas leased with annual rent payment
under the land leases signed by the enterprise directly with competent
authorities shall be determined. In cases where there is no land lease or where
the land lease has expired, the relevant provincial-level People’s Committee
shall be responsible for reviewing and recovering the land, organizing an
auction of the land lease rights, and leasing the land in accordance with the
laws and regulations of the Law on Land.
d2) The value
generated by the rights to use the land areas leased with annual rent payment
shall be determined by the consulting firm using an appropriate method in
conformity with valuation standards, provided that it shall not be lower than
the value determined based on the remaining lease term and the positive
difference (if any) between the land rent calculated at the land price
determined by the consulting firm at the time of determining the starting price
and the land rent calculated at the land price currently paid by the equitized
enterprise. Where the remaining lease term is shorter than 05 years, it shall
be deemed to be 05 years.
d3) If the enterprise
is using leased land and is exempted from payment of land rents in accordance
with regulations of the Law on Land, the value of the land area for which the
land rents are exempted shall not be included in the enterprise value. In
respect of land areas that are currently exempted from the land rents but no
longer meet the conditions for such exemption, the equitized enterprise must
participate in the auction for land-use rights and pay land rents in accordance
with the regulations of the Law on Land.
3. In cases where the
land area is used by an enterprise that directly serves national defense and
security tasks and is undergoing equitization, and is included in the planning
for land areas used for national defense and security purposes but has not yet
been used for such purposes, the Ministry of National Defense of Vietnam or the
Ministry of Public Security of Vietnam shall cooperate with the People’s
Committee of province or central-affiliated city where the land area is located
in considering and deciding whether to allow the enterprise to use such land
area until a land appropriation decision is issued by a competent authority in
accordance with Clause 3 Article 200 of the Law on Land, as amended or replaced
from time to time.
4. After obtaining
the initial certificate of registration of joint-stock company, the joint-stock
company shall perform financial obligations, complete procedures for land
allocation, land lease, and issuance of certificate of land-use rights and
ownership of house and other property on land in accordance with applicable
regulations of the Law on Land.
5. Upon equitization,
the enterprise mentioned in Article 5 of this Decree shall not be allowed to
repurpose any land areas under its management and use. The enterprise shall
prepare a Land Use Status Report for the land areas under its management and
use in accordance with the law, which shall include: a list of land parcels,
their areas, current land use purposes, payment methods, whether the land area
is allocated or leased, and the lease term. Upon completion of conversion into
a joint-stock company, the enterprise shall continue using such land areas for
the purposes stated in the submitted Land Use Status Report. In cases where the
enterprise wishes to repurpose such land areas and change the land allocation
method, it shall comply with provisions of the Law on Land and relevant laws.
Article
33. Goodwill
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2. The goodwill of
the equitized enterprise shall be determined as follows:
a) The brand value
shall be determined on the basis of actual costs incurred for the creation and
protection of brands and trade names during the enterprise’s operation over 10
years preceding the date of enterprise valuation, including costs of enterprise
establishment, employee training, advertising and promotion activities
performed in Vietnam and overseas for the marketing and introduction of the
enterprise and its products, and development of the enterprise’s website.
b) The enterprise’s
development potential value shall be assessed and determined on the basis of
its future earning capacity by comparing the enterprise’s rate of return with
the interest rate of Government bonds as follows:
Where: The state
capital value, as recorded in accounting books, as at the date of enterprise
valuation shall be the total value of state capital actually recorded in the
accounting books of the equitized enterprise as at the date of enterprise
valuation, after deducting debts payable and unused amount of the funding for
non-profit activities (if any), excluding any exchange rate differences arising
from the revaluation of monetary items denominated in foreign currencies.
The state capital
shall be determined to include the entire owner's equity. The after-tax rate of
return shall be determined as follows:
Average after-tax rate of return on state capital over 5 years
preceding the date of enterprise valuation
=
Average after-tax profit over 5 years preceding the date of
enterprise valuation
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Average state capital, as recorded in accounting books, over 5 years
preceding the date of enterprise valuation
The average state
capital, as recorded in accounting books, over 5 years shall be determined by
dividing the sum of the annual average state capital amounts for such 5 years
by 5. The annual average state capital amount shall be determined by dividing
the sum of the state capital at the beginning of the year and the state capital
at the end of the same year by 2.
3. In cases where the
equitized enterprise owns intangible fixed assets such as mineral and raw
material exploitation advantages, project development rights, rights to manage
and operate industrial park infrastructure projects, or other unidentified
intangible fixed assets, the owner’s representative agency shall decide whether
to employ the valuation method prescribed in Clause 2 of this Article or another
appropriate method to ensure that the enterprise’s goodwill is fully and
accurately reflected.
Article
34. Determination of the equitized enterprise’s stakes in other enterprises
1. The stake that the
equitized enterprise invests in a single-member limited liability company 100%
of the capital of which is contributed by the equitized enterprise shall be
determined as follows:
a) The value of the
stake that the equitized enterprise holds in a grade-II enterprise shall be
re-determined according to provisions of Section 3 Chapter II of this Decree;
b) Determination of
the value of stakes that the equitized enterprise holds in grade-II enterprises
established and operating overseas shall be carried out in the same manner as
determination of the value of stakes that the equitized enterprise holds in
other enterprises as prescribed in Points a, b and c Clause 3 this Article.
The value of the
equitized enterprise’s stakes in a grade-II enterprise operating overseas shall
be converted at the foreign currency buying rate quoted by the commercial bank
where the equitized enterprise regularly conducts transactions as at the date
of enterprise valuation.
2. The value of
stakes that the equitized enterprise holds in a joint-stock company listed on
the securities market shall be determined based on the reference price of the
shares traded on the securities market as at the date of enterprise valuation.
If no transactions occur as at the date of enterprise valuation, the value of
stakes shall be determined based on the reference price of the most recent
trading session preceding the date of enterprise valuation.
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If the price of
shares on the securities market or on UPCOM is lower than their face value
(i.e. VND 10.000) but the joint-stock company in which the equitized enterprise
holds stakes operates profitably, the value of stakes that the equitized
enterprise holds in such joint-stock company shall be determine according to
provisions of Points a and b Clause 3 this Article.
3. The value of
stakes that the equitized enterprise holds in another enterprise (other than
those specified in Clauses 1 and 2 of this Article) shall be determined on the
basis of the ratio of actual stakes multiplied (x) by the owner's equity of
such enterprise as follows:
a) The ratio of
actual stakes of the equitized enterprise means the ratio (%) of the capital
amount actually contributed by the equitized enterprise to the total paid-in
capital (total capital amount contributed by the owners) of that enterprise;
b) The owner's equity
of that enterprise shall be determined based on its audited financial
statements as at the date of enterprise valuation. If such financial statements
have not been audited, the owner’s equity shall be determined based on the
unaudited financial statements as at the date of enterprise valuation. If the
enterprise in which the equitized enterprise hold stakes does not prepare
financial statements as at the date of enterprise valuation, the most recent
financial statements prepared prior to the date of enterprise valuation shall
be used as the basis for determination;
The representative of
the equitized enterprise’s stakes in such enterprise shall review and give
opinions about fluctuations arising during the period for which such enterprise
does not prepare financial statements as at the date of enterprise valuation,
and submit a report thereon to the owner’s representative agency for its
consideration and decision on the determination of the value of the equitized
enterprise’s stakes in such enterprise.
c) If the
re-determined actual value of the equitized enterprise’s stakes in an
enterprise is lower than the value recorded in the equitized enterprise’s
accounting books, such value shall be determined based on the re-determined
actual value, provided that it is not less than zero (0);
d) The value of the
equitized enterprise’s stakes in a joint-stock company or a multi-member
limited liability company operating overseas shall be converted at the foreign
currency buying rate quoted by the commercial bank where the equitized
enterprise regularly conducts transactions as at the date of enterprise
valuation.
Section
5. Initial offering, management and use of proceeds earned from equitization
Article
35. Determination of charter capital and initial share structure
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a) If the state capital
value as recorded in the enterprise’s accounting books exceeds the charter
capital required for the enterprise’s operations, the owner’s representative
agency shall determine the charter capital based on the enterprise’s actual
operational needs. The difference between the state capital value as recorded
in the enterprise’s accounting books and the determined charter capital shall
be transferred to the state budget within 10 days from the day on which the
owner’s representative agency issues a decision on transfer of such difference
to the state budget;
b) In case of
issuance of additional shares, the charter capital shall be determined as the
sum of the state capital value as recorded in accounting books and the value of
additionally issued shares calculated at their face value.
2. Based on the
determined charter capital, the owner’s representative agency shall decide the
structure of initial share capital, including:
a) Shares held by the
State as per classification criteria for state-owned enterprises announced by
the Prime Minister in each period.
In case of
enterprises that have specific operations and play an important role in local
economic development or serve sectoral development strategies or economic
groups (such as enterprises engaged in the management and operation of
seaports; cases where the State holds 36% of the charter capital, and other
specific cases), the owner’s representative agency shall submit reports
requesting the Prime Minister to issue specific decisions on the number of shares
to be held by the State and the number of super-voting shares in accordance
with provisions of Clause 3 Article 114 and Article 116 of the Law on
Enterprises.
b) Shares sold to the
trade union of the equitized enterprise.
The trade union of
the equitized enterprise is entitled to use its budget (as prescribed in
Article 29 of the 2024 Law on Trade Union; without mobilizing or borrowing
funds) to purchase shares, provided that the value of their purchased shares
shall not exceed 3% of the charter capital. The purchased shares shall be held
by the trade union and shall not be transferred within 03 years from the date
of conversion into a joint-stock company.
The selling price of
shares to the trade union of the equitized enterprise shall be their face value
(VND 10.000 per share);
c) Shares sold to
employees of the equitized enterprise as prescribed in Clause 1 and Clause 2
Article 43 of this Decree;
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dd) Shares sold at
public auctions accounting for at least 20% of the charter capital.
3. If the number of
shares to be sold at preferential prices to the enterprise’s employees
(calculated at the maximum preferential rate) exceeds the number of remaining
shares to be issued (after deducting the number of shares held by the State and
the number of shares sold to investors and the trade union as prescribed in
Points a, b, d and dd Clause 2 this Article), and the enterprise does not have
control shares held by the State, the owner’s representative agency shall
consider issuing a decision to reduce the number of shares held by the State in
order to increase the number of shares sold at preferential prices to
employees.
Article
36. Public auctions
1. The auction method
shall be applied in cases of public auction without distinction between
institutional investors and individual investors, or between domestic and
foreign investors.
2. The public auction
shall be conducted at the SE. If the total face value of shares offered by the
equitized enterprise is less than VND 10 billion, the owner’s representative
agency may consider issuing a decision to conduct the auction of shares through
a securities company, property auction service center, or property auction
enterprise, as prescribed in the Law on Property Auction.
3. At least 30 days
before the initial offering, the Steering Board shall cooperate with the SE or
the auction organization to disclose information at the enterprise, the auction
venue, and on the mass media and the Government’s web portal.
4. The selling price
at the public auction shall be the successful bid of each investor. The
investor shall be entitled to purchase shares at their winning bid which shall
not be lower than the starting price.
Article
37. Direct negotiation
1. Direct negotiation
means a method of offering shares whereby shares are sold to investors based on
the results of negotiation between the Steering Board (or its authorized
organization) and each investor.
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Article
38. Settlement of unsold shares and adjustment of charter capital and its
structure based on share offering results
1. Based on the equitization
plan approved by the competent authority, the Steering Board shall sell shares
to employees and the enterprise’s trade union before conducting the public
auction; the Steering Board shall report the number of shares which the
employees and the enterprise’s trade union refuse to purchase according to the
approved equitization plan to the owner’s representative agency for inclusion
in the number of shares to be sold through the public auction.
2. Based on the
actual share offering results, the Steering Board shall request the owner’s
representative agency to issue a decision on adjustment of the charter capital
and its structure as set out in the approved equitization plan.
In case the
equitization is carried out through the sale of a portion of the state capital
combined with the issuance of additional shares, or through the sale of the
entire state capital combined with the issuance of additional shares, the
number of shares sold shall be determined as the number of additionally issued
shares according to the approved equitization plan, and the remaining number of
shares shall be determined as shares sold to reduce the state capital; the
number of shares sold at preferential prices to the entities prescribed in
Points a and c Clause 1 Article 43 of this Decree shall be determined as shares
sold from the state capital portion.
3. Where no investors
subscribe for shares, the enterprise shall, based on the results of offering of
shares to employees and the enterprise’s trade union, follow procedures for
conversion into a joint-stock company and adjust its charter capital and
charter capital structure according to Clause 2 of this Article.
4. If there is only
one investor subscribing for shares, the Steering Board shall conduct a direct
negotiation to offer shares to such investor at a price not lower than the
starting price and for the validly subscribed quantity of shares. If the
investor declines to purchase shares, the equitized enterprise shall comply
with the provisions of Clause 3 this Article.
5. Where, after the
public auction, all successful bidders decline to purchase shares, the
equitized enterprise shall comply with the provisions of Clause 3 of this
Article.
6. Where only part of
shares is sold in the public auction, the remaining unsold shares (including
the number of shares declined to purchase by successful bidders) shall be
settled in the following order:
a) The Steering Board
shall notify investors that have made valid bids in the auction (excluding
those who won the entire quantity of shares subscribed in the public auction)
and conduct direct negotiations for offering of shares to such investors based
on the quantity of shares they subscribed for but were not allocated and at the
bids submitted at the auction session, following the rule that their bids shall
be considered in descending order until the remaining shares are fully sold;
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c) The equitized
enterprise shall deal with the number of shares which remain unsold after the
implementation of Points a and b of this Clause in accordance with Clause 3 of
this Article.
Article
39. Time limit for completing share offering
Within 04 months from
the issue date of the decision on approval of the equitization plan, the
enterprise shall be required to complete the initial offering of shares
adopting the methods prescribed in this Decree.
Article
40. Management and use of proceeds earned from equitization
1. Determination of
the proceeds earned from the initial offering
a) Within 05 working
days from the deadline for payment by investors participating in the public
auction, the auction organization shall transfer the proceeds earned from the
initial offering to the equitized enterprise. The equitized enterprise shall
use such proceeds to settle redundancy policies, and pay equitization expenses
under the cost estimate stated in the equitization plan approved by the
competent authority, retain an amount equivalent to the value of additionally
issued shares calculated at face value and book value, and transfer the
remaining amount to the state budget;
b) Within 05 working
days from the deadline for payment by the trade union and employees, the
Steering Board shall transfer the entire proceeds earned from the offering of
shares to the trade union and employees to the state budget;
c) Within 20 days
from the deadline for payment by investors participating in the public auction,
the Steering Board shall direct the enterprise to complete the offering of
shares in accordance with clause 6 Article 38 of this Decree. Within 05 days
from the deadline for payment, the Steering Board shall request the enterprise
to transfer the proceeds earned from the offering of shares to the state
budget;
d) Within 30 days
from the deadline for payment by investors participating in the public auction,
the Steering Board shall request the enterprise to complete the offering of
shares by conducting negotiations with strategic investors as prescribed in
this Decree. The Steering Board shall transfer the entire proceeds earned from such
offering of shares to the state budget within 05 days from the deadline for
payment;
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e) Where the total
proceeds earned from the initial offering mentioned in Points a, b, c, d or dd
Clause 1 of this Article are lower than the estimated funding for paying
benefits to redundant employees and estimated equitization costs stated in the
approved equitization plan, the equitized enterprise shall retain the entire
amount of such proceeds to cover expenses under the approved cost estimates and
shall make the final settlement when the enterprise is issued with the initial
certificate of registration of joint-stock company.
2. Determination of
proceeds from equitization as at the official date of conversion into a
joint-stock company:
a) Within 90 days
from the issue date of the initial certificate of registration of joint-stock
company, the enterprise shall determine the amount payable to the state budget
based on the financial statements as at the date on which it commences
operation in the form of a joint-stock company and the guidelines for
settlement of financial issues as at the official date of conversion into a
joint-stock company as prescribed in Article 23 of this Decree. The amounts
retained by the enterprise include: an amount equivalent to the value of
additionally issued shares calculated at face value; the capital surplus from
the issuance of additional shares which shall be used to pay equitization costs
and benefits to redundant employees (if insufficient, such costs and benefits
shall be settled according to the provisions of Point d this Clause); and the
remaining amount (if any) which shall be retained by the joint-stock company in
proportion to the number of additionally issued shares in the charter capital
structure, where:
Capital surplus
from issuance of additional shares
=
Number of
additionally issued shares
x
(Successful
bid
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b) Within 05 working
days from the day on which the owner’s representative agency issues a decision
on the matters specified in Clause 4 Article 23 of this Decree, the enterprise
shall transfer any additional amount exceeding the amount already paid as
determined under Point a Clause 2 this Article (if any) to the state budget;
c) If the amount
payable to the state budget as determined in the final settlement by the
owner’s representative agency is lower than the amount determined and already
transferred to the state budget by the enterprise as prescribed in Point a of
this Clause, the enterprise shall submit a written request to the owner’s
representative agency for refund of the overpaid amount from the state budget
in accordance with the Government’s Decree No. 148/2021/ND-CP dated December
31, 2021, as amended or replaced from time to time;
d) If, based on the
IPO results, the proceeds actually earned from offering of shares at
preferential prices to employees, the enterprise’s trade union, strategic
investors, and other investors are insufficient to cover the relevant expenses
(including equitization costs, benefits paid to redundant employees, and
preferential treatment for employees) according to the final settlement
approved by the competent authority, the owner’s representative agency shall
consider issuing a decision, with approval by the GMS, to reduce the state
capital in the joint-stock company (if the joint-stock company still has the
state capital), and adjust the charter capital and the charter capital
structure of the joint-stock company to align with its actual situation. Where,
after adjustment, there is no remaining state capital, the enterprise shall
report to the owner’s representative agency to request financial support from
the state budget to cover the deficit in accordance with the Decree No.
148/2021/ND-CP, as amended or replaced from time to time.
3. Where, upon the
expiry of the time limits specified in clauses 1 and 2 of this Article, the
auction organization and the enterprise have not yet transferred the required
amounts to the state budget, they shall incur late payment interests in
accordance with regulations of law on tax administration. Such late payment
interests shall not be included in the enterprise’s reasonable expenses for the
purpose of calculating corporate income tax and shall be covered using profits
after tax, after deducting any compensations paid by the Board of Members,
Board of Directors and relevant collectives and individuals responsible for such
late payment (if any).
4. The owner’s
representative agency shall direct the Steering Board and the equitized
enterprise to submit adequate and timely reports on management and use of
proceeds from equitization to the Ministry of Finance of Vietnam.
5. Proceeds from
equitization to be transferred to the state budget as prescribed in this Decree
shall be declared and paid in accordance with the Decree No. 148/2021/ND-CP, as
amended or replaced from time to time.
Article
41. Charter of joint-stock company
1. The Steering Board
shall direct the equitized enterprise to cooperate with the consulting firm in
charge of equitization tasks in drafting the Charter of the joint-stock company
which must be disclosed to investors before the offering of shares. The draft Charter
of the joint-stock company shall not be contrary to the provisions of the Law
on Enterprises and relevant laws.
2. The Charter of the
joint-stock company shall be considered to be ratified by the first GMS if it
is approved by at least 65% of the total votes of shareholders attending the
GMS.
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1. Within 30 working
days from the completion of the offering of shares, the equitized enterprise
shall convene the first GMS to convert the enterprise into a joint-stock
company, and follow enterprise registration procedures in accordance with
regulations of law.
2. An application for
enterprise registration shall include the decision on conversion into a
joint-stock company issued by the authority issuing the equitization decision,
the decision on appointment of the representative for state capital in the
joint-stock company issued by the owner’s representative agency (if any), and
the Charter of the joint-stock company bearing the signature of its legal
representative.
Section
6. Policies for employees upon equitization
Article
43. Offering of shares to employees
1. Shares sold at
preferential prices to employees
a) Persons eligible
to purchase shares at preferential prices include:
a1) Employees working
under employment contracts and managers of the equitized enterprise as at the
date of enterprise valuation.
a2) Employees of the
equitized enterprise who, as at the date of enterprise valuation, are appointed
to act as representatives of the enterprise’s stakes in other enterprises and
have not yet been entitled to the policy on purchase of shares at preferential
prices in such enterprises.
a3) Employees working
under employment contracts and managers of a grade-II enterprise (who have not
yet been entitled to the policy on purchase of shares at preferential prices in
other enterprises) as at the date of enterprise valuation of a grade-I
enterprise.
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c) An employee
representing a contracting household (one employee representative for each
contracting household) who, as at the date of enterprise valuation, has a
stable long-term contracting agreement with an agriculture or forestry company
shall, upon the company’s conversion into a joint-stock company, be entitled to
purchase up to 100 shares for each year of actual contracting with the company
at a price equal to 60% of the face value per share (VND 10.000/share);
d) The difference
between the selling price of shares sold to employees and the face value of
shares as prescribed in Clause 1 of this Article shall be deducted from the
state capital value upon the final settlement as at the official date of
conversion into a joint-stock company;
dd) The shares
purchased by employees at preferential prices under this Clause must be held
and may not be transferred within 03 years from the date of payment for such
purchased shares;
e) Total value of
shares sold at preferential prices to employees calculated at the face value of
shares shall not exceed the owner’s equity as recorded in accounting books as
at the date of enterprise valuation.
2. Employees working
under employment contracts and managers of the equitized enterprise who, as at
the date of enterprise valuation, are required to be retained by the enterprise
and commit to continue working for the enterprise for a minimum period of 03
years (from the date on which the enterprise is issued with the initial
enterprise registration certificate) shall be entitled to purchase additional
shares in accordance with the following provisions:
a) An employee may
purchase an additional amount of up to 200 shares for each year of continued
working as committed, provided that total number of shares purchased by such an
employee shall not exceed 2.000 shares.
Particularly, an
employee who is a highly qualified expert with a high level of professional
expertise may purchase an additional amount of up to 500 shares for each year
of continued working as committed, provided that the total number of shares
purchased such an employee shall not exceed 5.000 shares. The equitized
enterprise shall, based on the specific characteristics of its business lines,
develop and decide the criteria for determining highly qualified experts with a
high level of professional expertise; such criteria must be unanimously agreed
upon by the Conference of the enterprise's employees prior to the equitization.
b) The selling price
of shares additionally sold to employees as prescribed in Point a of this
Clause shall be the starting price approved by the owner’s representative
agency in the equitization plan;
c) Each employee
shall only be entitled to purchase a specific quantity of additional shares as
prescribed in Point a this Clause;
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In case the
joint-stock company changes its structure or technology, or relocates or
narrows its production or business facilities as requested by a regulatory
authority, resulting in an employee’s termination of the employment contract,
resignation, or loss of job in accordance with the provisions of the Labor Code
prior to the expiration of the committed working period, the number of shares
additionally purchased by such an employee shall be converted into ordinary
shares. If an employee wishes to sell their shares back to the enterprise, the
joint-stock company shall consider repurchasing such shares at a price close to
the prevailing market price.
An employee who
terminates the employment contract prior to the expiration of his/her committed
working period shall sell the entire number of his/her additionally purchased
shares back to the joint-stock company at a price close to the prevailing
market price but not exceeding the purchase price of such shares at the date of
equitization;
dd) The number of
additional shares an employee is entitled to purchase as prescribed in Point a
Clause 2 of this Article shall be determined based on the period he/she commits
to continue working for the enterprise, up to the statutory retirement age
applicable to employees working under normal working conditions as provided for
in the Labor Code.
3. Employees of an
enterprise that undergoes restructuring and conversion into a joint-stock
company through DATC as prescribed in Clause 2 Article 6 of this Decree shall
be eligible to the policies specified in Clauses 1 Clause 2 of this Article,
subject to the specific conditions of such enterprise and the restructuring
plan approved by the competent authority.
4. Employees wishing
to purchase shares in addition to those they are entitled to purchase as
prescribed in Clauses 1 and 2 of this Article shall subscribe for shares
through the public auction in accordance with the same regulations as other
investors.
Article
44. Policies for redundant employees
1. Employees working
under employment contracts and employees of the equitized enterprise who, as at
the date of enterprise valuation, have been appointed as representatives of the
enterprise’s stakes in other enterprises and cannot be arranged employment at
the joint-stock company in accordance with the labor utilization plan shall be
entitled to the policies applicable to redundant employees as prescribed by
laws.
2. The owner’s
representative agency shall consider issuing a decision on assignment of
positions to the enterprise managers. In the event that the owner’s
representative agency, after having taken all possible measures, is unable to
arrange employment for such managers, they shall be entitled to policies
applicable to workforce downsizing for officials and civil servants in
accordance with regulations of law.
3. The Board of
Members or the President of the state-owned enterprise shall consider and
decide the assignment of positions to managers of the Grade-II enterprise. In
he event that, after all possible measures have been taken, employment cannot
be arranged, the relevant policies shall be applied in accordance with
provisions of the Labour Code.
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Article
45. Conversion of wholly state-owned single-member limited liability companies
into joint-stock companies
1. State-owned
enterprises shall apply the provisions set out in Chapter II of this Decree to
making of decisions on the conversion of enterprises in which they hold 100% of
the charter capital into joint-stock companies in accordance with their actual
circumstances and conditions, while ensuring compliance with the following
rules:
a) Such conversion
shall be carried out in association with the objective of enhancing the enterprise’s
business efficiency, and its production and business capacity, and
competitiveness;
b) Rights and
interests of employees and other relevant parties must be ensured;
c) Such conversion
must be carried out in accordance with the law and in a manner that prevents
loss of capital and assets of the state-owned enterprise.
2. By the date of
enterprise valuation, any unused assets, idle assets, or assets pending
liquidation of a grade-II enterprise which have not yet been disposed of,
except for those assets which are not allowed to be excluded as prescribed in
Clause 3 Article 16 of this Decree, shall be recorded as the enterprise’s
business expenses according to their book values, and transferred to the parent
company for continued management and liquidation or transfer as
prescribed. The proceeds earned from the liquidation, transfer or sale of
assets shall be recorded as business income of the parent company.
3. The value of a
grade-II enterprise’s stakes in another single-member limited liability company
(hereinafter referred to as “grade-III enterprise”) shall be determined
according to provisions of Points a, b and c Clause 3 Article 34 of this
Decree.
4. Based on the
enterprise valuation results determined by the consulting firm and the opinions
given by the owner’s representative agency, the State Audit Office of Vietnam
shall conduct an audit of the enterprise valuation results and settlement of
financial issues prior tor valuation of grade-II enterprises that have the
owner's equity of at least VND 1.800 billion as recorded in accounting books as
at the date of enterprise valuation.
5. The proceeds
earned from offering of shares of a grade-II enterprise, as specified in the
final settlement approved by a competent authority, that remain after deducting
the cost of shares offered (book value), equitization costs, benefits paid to
redundant employees, preferential treatment for employees and tax obligations
(if any) shall be transferred to the parent company - the grade-I enterprise
within 05 working days from the day on which a competent authority’s decision
is issued.
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Article
46. Authority and responsibilities when carrying out equitization
1. The Prime Minister
shall:
a) Make decisions on
equitization of wholly state-owned economic groups, state corporations, and
enterprises listed in Appendix III enclosed herewith at the request of owner’s
representative agencies and the approved 5-year state capital restructuring
plan;
b) Make decisions on
approval for the equitization plans of the enterprises specified at Point a
Clause 1 of this Article;
c) Make decisions on
appointment of owner’s representative agencies in charge of managing the state
capital in the enterprises specified in Point a Clause 1 this Article, after
equitization.
2. Each owner’s
representative agency shall:
a) Based on the plan
for restructuring of state capital in enterprises under its management, make
decisions on the equitization of grade-I enterprises under its management,
except for the enterprises specified at Point a Clause 1 of this Article;
b) Establish Steering
Boards to assist the Prime Minister in considering and making decisions on the
equitization of the enterprises specified at Point a Clause 1 of this Article,
and assist the owner’s representative agency in conducting equitization as
prescribed in this Decree;
c) Make decisions on
selection of consulting firms in charge of equitization tasks, and auction
organizations, and decisions to announce the enterprise value of the
enterprises specified in Point a Clause 1 this Article.
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Assign the Board of
Members/Company’s President of grade-I enterprises to make decisions on
selection of consulting firms in charge of equitization tasks and auction
organizations when conducting the equitization of the enterprises specified in
Point a Clause 2 this Article;
d) Announce the
enterprise value, and make decisions on approval for the equitization plans of
the enterprises specified in Point b Clause 2 this Article, accompanied with
draft charters of the joint-stock companies developed in accordance with
provisions of the Law on Enterprises and relevant laws;
dd) Issue decisions
on approval of the debt sale plans for enterprise restructuring and
equitization plans of the enterprises sustaining losses after reaching
agreements with DATC and creditors on the debt sale plans for enterprise
restructuring as prescribed in Clause 2 Article 6 of this Decree.
Time limit for
completing such approval of the debt sale plans for enterprise restructuring
and equitization plans for enterprises sustaining losses as prescribed in
Clause 2 Article 6 of this Decree shall not exceed 03 months from the date of
announcement of the enterprise value;
e) Make decisions on
modification of the equitization plans and adjustment of the state capital in
joint-stock companies as prescribed; make decisions on transfer of asset
surplus (if any) to DATC according to the provision of Clause 4 Article 12 of
this Decree;
g) Make decisions on
approval of labor utilization plans and provision of benefits to redundant
employees of the equitized enterprises;
h) Within the time
limit prescribed in Clause 4 Article 23 of this Decree, the owner’s
representative agency shall cooperate with relevant authorities in approving
the final financial settlement, final settlements of equitization costs,
expenses incurred from provision of benefits to redundant employees, and
proceeds earned from equitization, and issuing decisions to announce the actual
state capital value as at the date in which the joint-stock company is issued
with the initial enterprise registration certificate (including the enterprises
specified in Point a Clause 1 of this Article);
i) Provide guidelines
on and inspect, supervise the equitization of the entities under its management
in accordance with the provisions of this Decree;
k) Consider and
resolve difficulties, complaints and denunciations concerning the equitized
enterprises within its competence in accordance with regulations of law;
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m) Direct equitized
enterprises to prepare required documents and transfer rights of representation
of state capital in joint-stock companies (after conversion from state-owned
enterprises) to other owner’s representative agencies or the State Capital
Investment Corporation (SCIC) as prescribed;
Make decisions on
approval for criteria and selection of strategic investors of enterprises that
offer shares to strategic investors, including the enterprises prescribed in
Point a Clause 1 of this Article.
3. Authority,
responsibilities and composition of Steering Boards:
a) A Steering Board
shall have the following authority and responsibilities:
a1) Assist
authorities issuing the equitization decisions in directing and carrying out
equitization for one or some enterprises as prescribed in this Decree.
a2) Use the seal of
the owner’s representative agency when performing tasks.
a3) Establish the
Assisting Team to carry out equitization tasks.
a4) Direct the
enterprise, based on the approved plan for restructuring of state capital in
enterprises, to:
Proactively prepare
legal documents on the enterprise’s assets (including housing and land); the
Land Use Status Report in respect of the land areas under the enterprise’s
management and use in accordance with regulations of law upon equitization as
at the date of enterprise valuation; carry out asset inventory and
reconciliation of debts as at the date of preparation of financial statements
as prescribed by law.
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a5) Direct the
settlement of financial issues, labor issues, and organize the enterprise
valuation according to the provisions of this Decree.
a6) Request the
owner’s representative agency to decide the method of initial offering of
shares.
a7) Direct the
preparation of the equitization plan and the first draft Charter of the
joint-stock company.
a8) Direct the
preparation of the labor utilization plan for submission to the owner’s
representative agency to seek its approval.
a9) Review and report
to the owner’s representative agency, or the Board of Members/Company’s
President of grade-I enterprises, for making decisions on the selection of
consulting firms and auction organizations;
a10) Review and
report to the owner’s representative agency for announcement of the enterprise
value and issuance of decision on the approval of the equitization plan within
its competence.
a11) Direct the
equitized enterprise to cooperate with auction organizations as prescribed.
a12) Direct the
equitized enterprise to determine the proceeds earned from equitization in
accordance with the form of equitization, make and submit final settlements (including
the final financial settlement as at the official date of conversion into a
joint-stock company, the final settlement of equitization costs, and final
settlement of expenses incurred from provision of benefits to redundant
employees, and preferential treatment for employees and the enterprise’s trade
union) to competent authorities to seek their approval.
a13) Prepare and
submit consolidated reports on share offering results to the owner’s
representative agency.
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a15) Cooperate with
relevant authorities to review and submit reports to the owner’s representative
agency to issue decisions on approval of financial statements as at the
official date of conversion into a joint-stock company; the final settlement of
equitization costs; the final settlement of expenses incurred from provision of
benefits to redundant employees; the final settlement of proceeds earned from
equitization, and decision to announce the actual state capital value as at the
date on which the joint-stock company is issued with the initial enterprise
registration certificate.
a16) Consider and
request the owner’s representative agency to appoint a representative for the
state capital/capital of the grade-I enterprise in the equitized enterprise.
a17) Direct the
equitized enterprise to promptly and fully publish the equitization schedule on
the Government’s web portal and send it to the Ministry of Finance of Vietnam
and the Steering Board for Enterprise Innovation and Development for monitoring
purpose;
b) The composition of
a Steering Board shall be decided by a Minister, head of ministerial agency or
governmental agency, or Chairperson of the relevant provincial-level People’s
Committee.
In case of the
enterprises specified in Point a Clause 1 this Article, members of the Steering
Board shall also include representatives of the Steering Board for Enterprise
Innovation and Development and the Ministry of Finance of Vietnam at the
request of the owner’s representative agency.
4. The trade union of
the equitized enterprise shall cooperate with the Steering Board in:
a) Disseminating
information on, and mobilizing officials and employees of the equitized
enterprise to follow, equitization policies of the State;
b) Supervising the
equitization process;
c) Appointing the
representative of the trade union’s capital to apply for the position of a
member of the Board of Directors or Board of Controller of the joint-stock
company in accordance with regulations of law;
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Article
47. Reporting
Ministers, heads of
ministerial agencies, heads of Governmental agencies, Chairpersons of
provincial-level People’s Committees, Boards of Members/Presidents of parent
companies of economic groups, state corporations, or parent companies within
parent company-subsidiary groups shall promptly submit reports to the Steering
Board for Enterprise Innovation and Development and the Ministry of Finance of
Vietnam on relevant contents in the course of equitization, including: decision
to announce the enterprise value and any adjustments thereof, equitization
plan, decision on approval of the state capital value as at the official date
of conversion into a joint-stock company, and final settlements for transfer to
the joint-stock company; and also direct equitized enterprises to make full and
timely disclosures of the information stated in clause 1 Article 13 of this
Decree.
Article
48. Equitization order
1. Develop the
equitization plan
a) Establish the
Steering Board and Assisting Team.
a1) Based on the
approved plan for restructuring of state capital in enterprises, the competent
authority shall issue an equitization decision and decision to establish the
Steering Board, accompanied with the plan/roadmap for implementation of
equitization tasks.
a2) The head of the
Steering Board shall select and make a decision on establishment of the
Assisting Team in charge of equitization tasks within 05 working days from the
day on which the decision on establishment of the Steering Board is issued.
a3) After the
competent authority issues an equitization decision, the Steering Board and the
Assisting Team shall cooperate with the equitized enterprise and consulting
firm (if any) to decide to follow procedures for contacting and exchanging
information with investors about the enterprise’s business and financial
status, and demands for selection of strategic investors, etc. which are used
to serve their decisions to make investments in the enterprise.
b) Prepare relevant
documents as required.
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b1) Legal documents
on establishment of the enterprise.
b2) Legal documents
on assets, sources of capital and debts of the enterprise.
b3) Financial
statements and tax finalizations of the enterprise as at the date of enterprise
valuation.
b4) Estimate of
equitization costs as prescribed.
b5) The Land Use
Status Report in respect of the land areas under the enterprise’s management
and use as at the date of enterprise valuation.
b6) List of employees
and labor utilization plan.
b7) Selected methods,
forms and date of enterprise valuation which are suitable for the enterprise’s
conditions and comply with relevant written guidelines on equitization.
c) The Steering Board
shall direct the Assisting Team to cooperate with the equitized enterprise in
preparing and submitting relevant documents to the owner’s representative
agency for approval of estimate of equitization costs and decision on
appointment of the consulting firm in charge of conducting equitization as
prescribed;
d) Carry out
inventory, settlement of financial issues and enterprise valuation.
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Carrying out asset
inventory and classification, and making final financial settlement and tax
finalizations, and cooperating with relevant authorities in settling financial
issues as at the date of enterprise valuation.
Prepare the Land Use
Status Report in respect of the land areas under the enterprise’s management
and use in accordance with regulations of law.
Conduct the
enterprise valuation.
d2) The Steering
Board shall direct the Assisting Team to cooperate with the equitized
enterprise and consulting firm in conducting the enterprise valuation as
prescribed. Where the consulting firm has the function of enterprise valuation,
it may be engaged on a package basis to provide all services, including
formulation of the equitization plan, determination of the enterprise value,
and organization of the share offering;
dd) Decide to approve
and announce the enterprise value.
The Steering Board
shall review the results of asset inventory and classification, and enterprise
valuation, and submit a report on review results to the owner’s representative
agency for issuing a decision to announce the enterprise value.
Where an enterprise
is subject to audit as prescribed in this Decree, the Steering Board shall
request the owner’s representative agency to decide the enterprise value, and
send a written request, accompany with relevant documents, to the State Audit
Office of Vietnam for the audit of enterprise valuation results given by
consulting firms and settlement of financial issues before the official
announcement of the enterprise value.
The decision to
announce the enterprise value shall clearly specify amounts of debts and assets
excluded when determining the enterprise value to transfer to DATC as
prescribed in Clause 2 Article 16, Clauses 2 and 3 Article 17 this Decree;
e) Complete and
submit the equitization plan to a competent authority for approval.
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Actual situation of
the enterprise as at the date of enterprise valuation.
The enterprise
valuation results and issues requiring further consideration.
Form of equitization
and charter capital required to serve business operations of the joint-stock
company.
Structure of charter
capital, starting price and share offering methods.
Draft Charter on
organization and operation of the joint-stock company formulated according to
regulations of the Law on Enterprises and other legislative documents in force.
Plan for
rearrangement of employees approved by the owner’s representative agency.
The business plan for
the next 3 – 5 years.
The Land Use Status
Report in respect of the land areas under the enterprise’s management and use
in accordance with regulations of law.
e2) The Steering
Board shall direct the Assisting Team and the equitized enterprise to cooperate
with the consulting firm in publishing and sending the equitization plan to
each division of the enterprise for reference before an (extraordinary)
employees’ conference is held.
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e3) The Steering
Board shall review and submit the equitization plan to the owner’s
representative agency for approval within its competence.
If the enterprise has
the actual enterprise value lower than the payables stated in Clause 2 Article
6 of this Decree, the owner’s representative agency shall direct the Steering
Board and the enterprise to cooperate with DATC and creditors of the enterprise
in developing a feasible and efficient debt sale plan for restructuring the
enterprise. Based on the efficiency and feasibility of the debt sale plan, the
owner’s representative agency shall issue a decision on approval of the debt
sale plan for enterprise restructuring or decide to adopt another conversion
form as prescribed by law.
2. Implement the
equitization plan
a) The Steering Board
shall direct the enterprise to cooperate with intermediate consulting firms in
organizing offering of shares according to the approved equitization plan
approved and provisions of this Decree;
b) The Steering Board
shall direct the enterprise to sell shares at preferential prices to its
employees and trade union (if any) according to the approved plan;
c) Based on results
of offering of shares to the entities specified in the equitization plan, the
Steering Board shall direct the enterprise to transfer the proceeds earned from
equitization to the state budget as prescribed.
If shares are not
fully sold up to the entities specified in the approved equitization plan, the
Steering Board shall report it to the owner’s representative agency for making
a decision on adjustment of the scale and structure of shares of the equitized
enterprise;
d) The Steering Board
shall request the owner’s representative agency to issue a decision on
appointment of a representative of the capital of the equitized enterprise having
state capital to continue engaging in the joint-stock company and take
responsibility to perform rights and obligations of the representative of state
capital’s owner as prescribed in laws.
3. Finalize the
conversion into a joint-stock company
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a1) The Steering
Board shall direct the Assisting Team, the representative for state capital (if
any) and the enterprise to convene the first GMS for ratifying the Charter on
organization and operation, and business plan, and for voting for members of
the Board of Directors, Board of Controllers, and the management of the
joint-stock company.
a2) The Board of
Directors of the joint-stock company shall, based on the results of the first
GMS, apply for enterprise registration.
b) Make final
settlement and transfer between the enterprise and the joint-stock company.
b1) Within 90 days
from the date of issuance of the initial enterprise registration certificate,
the Steering Board shall direct the Assisting Team and the enterprise to
prepare financial statements as at the day on which the joint-stock company is
issued with the initial business registration certificate, carry out tax
finalization, arrange for the audit of the financial statements, make final
settlement of equitization costs, and submit reports on such contents to the
owner’s representative agency.
b2) Based on the
state capital value re-determined as at the date of enterprise registration by
the owner’s representative agency, the Steering Board shall direct the
Assisting Team and the enterprise to carry out transfer between the enterprise
and the joint-stock company.
b3) Organize the
inauguration of the joint-stock company and make the public announcement on the
mass media as prescribed.
The authority issuing
the equitization decision, the Steering Board, the Assisting Team, and the
enterprise may perform multiple steps simultaneously in order to expedite the
equitization process.
Chapter III
CONVERSION OF
WHOLLY STATE-OWNED ENTERPRISES INTO MULTI-MEMBER LIMITED LIABILITY COMPANIES
AND CONVERSION OF ENTERPRISES MORE THAN 50% BUT LESS THAN 100% OF CHARTER
CAPITAL OF WHICH IS HELD BY THE STATE
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Article
49. Conditions and forms of conversion of wholly state-owned enterprises into
multi-member limited liability companies
1. A wholly
state-owned enterprise may be converted into a multi-member limited liability
company when it satisfies the same conditions applicable to equitized
enterprises (this provision shall not apply to conversion of agriculture and
forestry companies).
2. Conversion of a
wholly state-owned enterprise into a multi-member limited liability company
shall be carried out by transferring a part of state capital in the converted
enterprise.
Article
50. Rules for conversion of wholly state-owned enterprises into multi-member
limited liability companies
1. Settlement of
financial issues, determination and adjustment of the enterprise value,
engagement of consulting firms in the enterprise valuation, determination of
starting price and formulation of the conversion plan shall comply with
the regulations on conversion of wholly state-owned enterprises into
joint-stock companies set out in Chapter II of this Decree.
2. Based on the
charter capital structure, the percentage of state capital to be sold, and the
criteria for selection of investors approved by the competent authority under
the Plan for conversion into a multi-member limited liability company, an
auction shall be conducted to sale of the state capital in accordance with
regulations on conversion of wholly state-owned enterprises into joint-stock
companies set out in Chapter II of this Decree. Successful bidders shall be selected
in descending order and limited to 50 investors as prescribed in Clause 5
Article 51 of this Decree.
Article
51. Contents of plan for conversion of wholly state-owned enterprise into
multi-member limited liability company
A conversion plan
shall, inter alia, include the following contents:
1. The actual status
of the enterprise as at the date of enterprise valuation.
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3. Criteria for the
selection of investors receiving transfer of state capital, including those
criteria relating to business lines, fields of operation, financial, corporate
governance, technology, and market capacity.
4. Charter capital
required for the enterprise’s business operations.
5. Structure of
charter capital, starting price and method of transfer of state capital which
adhere the following rules: Based on scale and nature of business lines, and
development requirements, the minimum amount of capital to be transferred to
each investor must be determined so as to ensure that no more than 50 investors
will be selected as prescribed by the Law on enterprises. The conversion plan
shall stipulate the minimum amount of capital to be transferred to each
investor, ensuring non-discriminatory treatment among investors from all
economic sectors.
6. The draft Charter
on organization and operation of the multi-member limited liability company
that is drawn up in accordance with the Law on Enterprises and other
legislative documents in force.
7. The plan for
rearrangement of existing employees.
8. The business plan
for the following 3-5 years.
9. The Land Use
Status Report which is prepared by the enterprise in respect of the land areas
under the enterprise’s management and use in accordance with regulations of
law.
Article
52. Authority and responsibility to conduct conversion
1. For state-owned
groups, corporations and enterprises listed in Appendix III enclosed herewith:
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b) The owner’s
representative agency shall decide to select the consulting firm in charge of
valuation, and the auction organization in charge of conducting the sale of
state capital, and shall enter into contracts or authorize the enterprise to
enter into contracts with such selected entities; consider approving the plan
for management of existing employees and settlement of benefits for redundant
employees; announce the enterprise value; submit the plan for conversion into
multi-member limited liability company to the Prime Minister for approval;
issue decisions to approve the final financial settlement; the final settlement
of conversion costs; expenses incurred from provision of benefits to redundant
employees; proceeds from conversion, and decision to announce the actual state
capital as at the date on which the multi-member limited liability company is
issued with the initial enterprise registration certificate;
c) The owner’s
representative agency shall deal with any difficulties, complaints and
denunciations concerning the conversion of enterprise within its competence and
in accordance with regulations of law in force;
d) The owner’s
representative agency shall instruct and inspect the conversion process
according to the contents prescribed in this Decree.
2. In respect of an
enterprise established under a decision issued by the owner’s representative
agency or assigned to it for management, except those enterprises specified in
point a clause 1 of this Article, the owner’s representative agency shall:
a) Based on the plan
for restructuring of state capital in enterprises under its management, decide
the approval of the enterprise conversion plan;
b) Decide to select
the consulting firm in charge of valuation, and the auction organization in
charge of conducting the sale of state capital, and shall enter into contracts
or authorize the enterprise to enter into contracts with such selected
entities; announce the enterprise valuation results; decide to approve the plan
for conversion into a multi-member limited liability company; issue decisions
to approve the final financial settlement; the final settlement of conversion
costs; expenses incurred from provision of benefits to redundant employees;
proceeds from conversion, and decision to announce the actual state capital as
at the date on which the multi-member limited liability company is issued with
the initial enterprise registration certificate;
c) The owner’s
representative agency shall discharge the responsibilities specified in Points
c, d Clause 1 of this Article.
3. Authority and
responsibilities of the converted enterprise:
a) Proactively
prepare the documents for developing the conversion plan; organize settlement
of financial issues and enterprise valuation in accordance with regulations of
law;
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c) Enter into
contracts with the consulting firm in charge of enterprise valuation and the
auction organization in charge of conducting sale of the state capital with
authorization of the owner’s representative agency;
d) Organize the
implementation of the conversion plan and complete the conversion into a
multi-member limited liability company;
dd) Follow procedures
for registration of conversion into a multi-member limited liability company
with the business registration authority. The application for enterprise
registration shall be prepared in accordance with the Government's regulations
on enterprise registration, in which the transfer contract or documents proving
completion of transfer shall be replaced with the decision to announce the
actual state capital in the enterprise and decision to appoint the
representative for state capital (if any) issued by the owner’s representative
agency.
Article
53. Policies for employees and managerial position holders
1. Employees who
continue employment with the enterprise after conversion shall enter into new
employment contracts.
2. Employees who wish
to terminate employment contracts shall be provided with redundancy or
severance allowances in accordance with regulations on labour or policies for
employees redundant after conversion of wholly state-owned enterprises.
3. Employees who are
eligible for retirement benefits shall be treated in accordance with
regulations of the Law on social insurance and provided with other benefits in
accordance with regulations of the Labour Code.
4. The Chairperson
and members of the Board of Members, or company’s President, General Director
(Director), and controllers who are working under appointment regime shall be
considered by the owner’s representative agency on a case-by-case basis for
assignment of tasks after the conversion of enterprise. Where arrangement of
suitable positions for persons who are working under appointment regime cannot
be carried out, such persons shall be treated according to downsizing policies
as prescribed.
Article
54. Management and use of proceeds from conversion of wholly state-owned
enterprises into multi-member limited liability companies
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Section
2. Conversion of enterprises more than 50% but less than 100% of charter
capital of which is held by the State
Article
55. Forms of conversion of enterprises more than 50% but less than 100% of
charter capital of which is held by the State
1. An enterprise that
is a joint-stock company more than 50% but less than 100% of the charter
capital of which is held by the State may be converted into a single-member
limited liability company in the following forms:
a) A shareholder
receives transfer of the entire shares from the other shareholders;
b) An organization or
individual other than a shareholder receives transfer of shares from all
shareholders;
c) Only 01
shareholder remains in the company.
2. An enterprise that
is a joint-stock company more than 50% but less than 100% of the charter
capital of which is held by the State may be converted into a multi-member
limited liability company in the following forms:
a) Conversion into a
multi-member limited liability company without raising additional capital or
transferring shares to other organizations or individuals;
b) Conversion into a
multi-member limited liability company by raising additional capital from other
organizations and individuals;
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d) Only 02
shareholders remain in the company;
dd) Conversion by
combining the forms specified in Points a, b and c of this Clause and other
forms.
3. An enterprise that
is a multi-member limited liability company more than 50% but less than 100% of
the charter capital of which is held by the State may be converted into a
joint-stock company in the following forms:
a) Conversion into a
joint-stock company without raising additional capital from, or selling stakes
to, other organizations and individuals;
b) Conversion into a
joint-stock company by raising additional capital from other organizations and
individuals;
c) Conversion into a
joint-stock company by selling all or part of stakes to one or some
organizations and individuals;
d) Conversion by
combining the forms specified in Points a, b and c of this Clause and other
forms.
Article
56. Conversion rules and authority to issue conversion decisions
1. Conversion of
enterprises in the forms specified in Article 55 of this Decree shall be
carried out in accordance with provisions of the Law on Enterprises and in line
with the criteria for classification of state-owned enterprises and
state-invested enterprises, as set out in the Prime Minister's decision.
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3. The representative
for state capital in the enterprise shall develop a plan for the
transfer/acquisition of shares or capital contributions and submit it to the
owner’s representative agency for its review and decision in order to implement
the enterprise conversion plan. For the conversion of an enterprise listed in
Appendix III enclosed herewith, based on the plan received from the
representative for state capital, the owner’s representative agency shall
submit a report thereon to the Prime Minister to seek his review and decision.
Article
57. Contents of enterprise conversion plan
A conversion plan
shall, inter alia, include the following contents:
1. The actual status
of the enterprise as at the date of enterprise valuation.
2. The enterprise
valuation results and issues requiring further consideration.
3. Criteria for
selection of investors receiving transfer of state capital, including those
criteria relating to business lines, fields of operation, financial, corporate
governance, technology, and market capacity.
4. Charter capital
required for the enterprise’s business operations and charter capital structure
of the enterprise after conversion.
5. Draft Charter on
organization and operation of the enterprise after conversion formulated
according to regulations of the Law on Enterprises and other legislative
documents in force.
6. The business plan
for the next 3-5 years.
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The proceeds earned
from the transfer of shares or stakes of the State for the purpose of
enterprise conversion that remain after deducting all costs incurred from such
transfer shall be paid to the state budget of appropriate level in accordance
with applicable regulations on hierarchical management of state budget.
Chapter IV
CONSOLIDATION,
MERGER, SPLIT-UP, SPLIT-OFF, AND DISSOLUTION OF ENTERPRISES
Section
1. Consolidation, merger, split-up and split-off of wholly state-owned
enterprises, and enterprises over 50% of charter capital of which is held by
the State
Article
59. Consolidation, merger, split-up and split-off of enterprises
1. Consolidation of
enterprises:
Two or more wholly
state-owned enterprises and enterprises 100% of charter capital of which is
held by wholly state-owned enterprises (hereinafter referred to as “consolidating
enterprises”) may be consolidated into a new wholly state-owned enterprise
(hereinafter referred to as “consolidated enterprise”), after which the
consolidating enterprises shall cease to exist. Cases of enterprise
consolidation:
a) Two or more wholly
state-owned enterprises are consolidated into a new enterprise;
b) One or more wholly
state-owned enterprises and enterprises 100% of the charter capital of which is
held by wholly state-owned enterprises are consolidated into a new wholly state-owned
enterprise.
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One or some wholly
state-owned enterprises and enterprises 100% of charter capital of which is
held by wholly state-owned enterprises (hereinafter referred to as “acquired
enterprises”) may be merged into another wholly state-owned enterprise
(hereinafter referred to as “acquiring enterprise”) by transfer all of the
acquired enterprises’ assets, rights, obligations and lawful interests to the
acquiring enterprise, after which the acquired enterprises shall cease to
exist. Cases of enterprise merger:
a) One or some wholly
state-owned enterprises are merged into another wholly state-owned enterprise;
b) One or some
enterprises 100% of charter capital of which is held by wholly state-owned
enterprises are merged into a wholly state-owned enterprise.
3. Split-up of wholly
state-owned enterprises:
A wholly state-owned
enterprise (hereinafter referred to as “parent enterprise”) may split all of
its existing assets, rights and obligations to establish two or more new wholly
state-owned enterprises, after which the parent enterprise shall cease to
exist.
4. Split-off of
wholly state-owned enterprises:
A wholly state-owned
enterprise (hereinafter referred to as “parent enterprise”) may split part of
its existing assets, rights and obligations to establish one or some new wholly
state-owned enterprises without ceasing the existence of the parent enterprise.
5. Financial
settlement upon consolidation, merger, split-up or split-off of enterprises:
a) Consolidation,
merger, split-up or split-off of enterprises shall be carried out without
revaluation of the enterprises involved; <0}
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In case of
consolidation or merger of enterprises, the financial statements shall be
prepared on the principle that the entire capital and assets of the
consolidating or acquired enterprises are fully aggregated.
In case of split-up
or split-off of an enterprise, the financial statements of the enterprises
after the split-up or split-off shall be prepared on the basis of the results
of allocation of capital and assets of the parent enterprise according to the
split-up or split-off scheme prescribed in clause 2 Article 62 of this Decree.
Article
60. Conditions for consolidation, merger, split-up or split-off of enterprises
An enterprise
specified in Article 59 of this Decree may be consolidated, merged, split up or
split off if all of the following conditions are met:
1. Any new enterprise
established from the split-up or split-off must meet all of the following
conditions:
a) Its business lines
and fields fall within the scope of state capital investment in accordance with
regulations of law on management and investment of state capital in
enterprises;
b) It has sufficient
charter capital as required upon establishment of enterprises;
c) It has a valid
application as prescribed in Article 62 of this Decree;
d) The establishment
of such an enterprise is conformable with the socio-economic development
strategies and plans, and the national sector planning.
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Article
61. Authority to decide consolidation, merger, split-up and split-off of
enterprises
1. The Prime Minister
shall decide the consolidation, merger, split-up or split-off of economic
groups, state corporations and state-owned enterprises listed in Appendix III
enclosed herewith at the request of the owner’s representative agencies,
including the following cases:
a) Consolidation,
merger, split-up or split-off of parent companies of economic groups or state
corporations;
b) Consolidation or
merger of wholly state-owned enterprises under the management of the same or
different owner’s representative agencies into the parent company of an
economic group or state corporation;
c) Consolidation or
merger of enterprises 100% of the charter capital of which is held by the
parent company of an economic group or state corporation into/with such parent
company;
d) Consolidation or merger
of enterprises 100% of the charter capital of which is held by other wholly
state-owned enterprises into/with the parent company of an economic group or
state corporation.
2. Based on the plan
for restructuring of state capital in enterprises under its management, the
owner’s representative agency shall decide the consolidation, merger, split-up
or split-off of wholly state-owned enterprises under its management. In cases
of consolidation or merger of wholly state-owned enterprises under the management
of different owner’s representative agencies, one of such owner’s
representative agencies shall decide the consolidation or merger on the basis
of written consent obtained from the remaining owner’s representative agencies,
except for the cases specified in Clause 1 of this Article.
3. The owner’s
representative agency shall decide the merger of a wholly state-owned
enterprise under its management with enterprises 100% of the charter capital of
which is held by such enterprise. In cases of merger between a wholly
state-owned enterprise and an enterprise 100% of the charter capital of which
is held by another wholly state-owned enterprise, the owner’s representative
agency of the acquiring enterprise shall issue a merger decision on the basis
of written consent obtained from the parent company of the acquired enterprise.
4. The Board of
Member/Company’s President of a wholly state-owned enterprise shall decide the
consolidation, merger, split-up and split-off of enterprises 100% of the
charter capital of which is held by such wholly state-owned enterprise. In
cases of consolidation or merger of enterprises 100% of the charter capital of
which is held by different wholly state-owned enterprises, the Board of
Member/Company’s President of one of such wholly state-owned enterprises shall
decide the consolidation or merger on the basis of written consents obtained
from Boards of Member/Company’s Presidents of the other wholly state-owned
enterprises.
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1. An application for
consolidation, merger, split-up or split-off of enterprises shall include:
a) An application
form for consolidation, merger, split-up or split-off of enterprises;
b) The scheme for
consolidation, merger, split-up or split-off of enterprises;
c) The audited
financial statements of the previous year and the financial statements of the
most recent quarter preceding the date of consolidation, merger, split-up or
split-off of the enterprises involved;
d) The draft Charter
of every new enterprise established after consolidation, split-up or split-off;
The draft Charter of the enterprise after the merger, if amended;
dd) The draft
consolidation or merger contract which is prepared according to Article 200 and
Article 201 of the Law on Enterprises in case of consolidation or merger of
enterprises;
e) Other documents
concerning the consolidation, merger, split-up or split-off of enterprises (if
any).
2. The scheme for
consolidation, merger, split-up or split-off of enterprises shall, inter alia,
include the following contents:
a) Names and
addresses of the enterprises before and after the consolidation, merger,
split-up or split-off;
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c) The enterprise’s
charter capital after consolidation, merger, split-up or split-off;
d) The labour
arrangement and use plan;
dd) The plan for
financial settlement, transfer of capital and assets, and settlement of rights
and obligations of the enterprises involved in the consolidation, merger,
split-up or split-off;
e) The time limit for
completing the consolidation, merger, split-up or split-off;
g) Where new
enterprises are established from the consolidation, split-up or split-off, the
scheme for consolidation, split-up or split-off of enterprises shall also
include the contents of the scheme for establishment of such new enterprises in
accordance with the Government’s regulations on management and investment of
state capital in enterprises.
Article
63. Procedures for consolidation or merger of enterprises
1. Procedures for
consolidation or merger of enterprises decided by the Prime Minister:
a) The owner’s
representative agency shall direct one of the consolidating enterprises (in
case of consolidation) or the acquiring enterprise (in case of merger) to
prepare an application for consolidation or merger of enterprises according to
Article 62 of this Decree, give opinions about the consolidation or merger, and
submit 01 set of the application comprising of original documents to the
Ministry of Finance for appraisal;
b) Upon receipt of
adequate application for consolidation or merger of enterprises from the
owner’s representative agency, the Ministry of Finance shall play the leading
role in collecting opinions from the Ministry of Home Affairs, the Ministry of
Justice, the supervisory ministry, and relevant authorities (where necessary).
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c) Within 10 working
days from the receipt of opinions from relevant authorities, the Ministry of
Finance shall submit the report on appraisal of the application for
consolidation or merger of enterprises to the Prime Minister, and also send it
to the owner’s representative agency for review and providing necessary
explanations.
If different opinions
are given about the same content of the application, the Ministry of Finance
shall hold a meeting with relevant authorities before submitting the appraisal
report o the Prime Minister. The time limit for submitting the appraisal report
may be extended for a period not exceeding 10 working days;
d) The owner’s
representative agency shall consider and provide explanations regarding
appraisal opinions given by the Ministry of Finance, complete the application
and submit it to the Prime Minister for consideration and decision.
2. Procedures for
consolidation or merger of enterprises decided by the owner’s representative
agency:
a) Wholly state-owned
enterprises shall cooperate with each other in preparing an application for
consolidation or merger of enterprises according to Article 62 of this Decree,
and submit it to the authority issuing establishment decision or assigned to manage
such enterprises for consideration and decision;
b) Within 30 working
days from the receipt of adequate application, the competent authority
prescribed in Article 61 of this Decree shall appraise and approve the
application, and issue a consolidation or merger decision.
3. After the
consolidation or merger decision has been issued, the legal representatives of
enterprises shall enter into the consolidation or merger contract, and assume
responsibility to implement the consolidation or merger scheme.
The acquiring
enterprise (in case of merger) or the wholly state-owned enterprise established
after the consolidation shall follow procedures for enterprise registration in
accordance with regulations of law.
Article
64. Procedures for split-up or split-off of enterprises
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a) The owner’s
representative agency shall direct the enterprise to prepare an application for
split-up or split-off according to Article 62 of this Decree, and submit 01 set
of application comprising the original documents to the Ministry of Finance for
appraisal;
b) Upon receipt of an
adequate application for split-up or split-off of enterprise, the Ministry of
Finance shall play the leading role in collecting opinions from the Ministry of
Home Affairs, the Ministry of Justice, the supervisory ministry, and relevant
authorities (where necessary).
Within 15 working
days from the receipt of the application for split-up or split-off of
enterprise, relevant authorities shall provide their written opinions about
issues under their management to the Ministry of Finance;
c) Within 10 working
days from the receipt of opinions from relevant authorities, the Ministry of
Finance shall submit the appraisal report to the Prime Minister, and also send
it to the owner’s representative agency for review and providing necessary
explanations.
If different opinions
are given about the same content of the application, the Ministry of Finance
shall hold a meeting with relevant authorities before submitting the appraisal
report o the Prime Minister. The time limit for submitting the appraisal report
may be extended for a period not exceeding 10 working days;
d) The owner’s
representative agency shall consider and provide explanations regarding
appraisal opinions given by the Ministry of Finance, complete the application,
and submit it to the Prime Minister for consideration and issuance of a
split-up or split-off decision;
dd) After the
split-up or split-off decision has been issued, the enterprise subject to the
Prime Minister’s split-up or split-off decision shall organize the
implementation of the split-up or split-off scheme.
2. Procedures for
split-up or split-off of a wholly state-owned enterprise decided by the owner’s
representative agency:
a) The enterprise
shall prepare 01 set of application for split-up or split-off comprising the
original documents as prescribed in Article 62 of this Decree, and submit it to
the owner’s representative agency for appraisal;
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Within 10 working
days from the receipt of the application, relevant authorities shall provide
their written opinions about issues under their management to the owner’s
representative agency;
c) Within 30 working
days from its receipt of written opinions from the relevant authorities, the
owner’s representative agency shall issue a decision on split-up or split-off
of enterprise;
d) After the split-up
or split-off decision has been issued, the enterprise shall organize the
implementation of the split-up or split-off scheme.
3. Enterprises
established after the split-up or split-off of enterprise shall follow
procedures for enterprise registration in accordance with regulations of law.
Article
65. Decision on consolidation, merger, split-up or split-off of enterprises
1. A consolidation,
merger, split-up or split-off decision must clearly specify rights and
obligations inherited from the consolidating or acquired enterprises or the
parent enterprise.
2. The consolidation,
merger, split-up or split-off decision, and the consolidation or merger
contract shall be sent to all creditors and employees of the enterprise(s)
involved within 15 days from the day on which they are ratified.
Article
66. Policies for employees and managerial position holders
1. Employees who
continue employment with the enterprise after conversion shall enter into new
employment contracts.
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3. Employees who wish
to terminate employment contracts shall be provided with redundancy or
severance allowance in accordance with regulations on labour or policies for
employees redundant after consolidation, merger, split-up or split-off of
wholly state-owned enterprises.
4. The Chairperson
and members of the Board of Members, or Company’s President, General Director
(Director), and controllers who are working under appointment regime shall be
considered by the owner’s representative agency on a case-by-case basis for
assignment of tasks after the consolidation, merger, split-up or split-off.
Where arrangement of suitable positions for persons who are working under
appointment regime cannot be carried out, such persons shall be treated
according to downsizing policies as prescribed.
Article
67. Consolidation, merger, split-up and split-off of enterprises more than 50%
but less than 100% of charter capital of which is held by the State
1. Consolidation,
merger, split-up and split-off of enterprises more than 50% but less than 100%
of charter capital of which is held by the State shall be carried out in
accordance with regulations of law on enterprises. The consolidation, merger,
split-up and split-off of enterprises that are joint-stock companies registered
for trading on the securities trading system or listed on the stock exchange
must strictly comply with regulations of law on securities.
2. The owner’s
representative agency shall direct the representatives of state capital in the
enterprises involved to reach agreement on the preparation of the application
for consolidation, merger, split-up or split-off according to Article 62 of
this Decree; give its opinions on the application so that the representatives
of state capital may organize the collection of opinions and submit it to the
GMS or Board of Members for approval in accordance with regulations of law on
enterprises.
Article
68. Other cases of consolidation and merger of state-owned enterprises
1. One or some
state-owned enterprises and enterprises whose stakes are held by state-owned
enterprises may be consolidated or merged into a joint-stock company or
multi-member limited liability company, including the following cases:
a) A wholly
state-owned enterprise is consolidated or merged with an enterprise less than
100% of charter capital of which is held by the State;
b) A wholly
state-owned enterprise is consolidated or merged with an enterprise less than
100% of charter capital of which is held by a state-owned enterprise;
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2. The consolidation
or merger in the cases specified in clause 1 of this Article shall comply with
provisions of Section 1 Chapter IV of this Decree and provisions of Articles
200, 201 of the Law on Enterprises.
3. Authority to
decide the consolidation or merger:
a) The Prime Minister
shall decide the consolidation or merger in the cases specified in clause 1 of
this Article with respect to the enterprises listed in Appendix III enclosed
herewith at the request of the owner’s representative agencies;
b) An owner’s
representative agency shall decide the consolidation or merger in the cases
specified in clause 1 of this Article with respect to the state-owned
enterprises under its management, except for the case specified in point a
clause 3 of this Article.
4. Determination of
enterprise value, share value, and the value of the state capital in an
enterprise for the purpose of formulating the financial plan for conversion and
transfer of capital and assets, and settlement of issues concerning the rights
and obligations of the enterprises involved in the consolidation or merger
shall comply with the provisions of Chapter II, Chapter V of this Decree, as
appropriate to the practical circumstances and conditions, ensuring the
harmonization of interests among the enterprises, the State, and investors. The
owner’s representative agency or the Board of Members/Company’s President shall
decide and assume responsibility for the selection of consulting firm in charge
of valuation that must meet relevant standards as prescribed by law. The
consulting firm in charge of valuation shall decide and take responsibility for
the valuation method in accordance with regulations of law, ensuring
objectivity, transparency, and the highest interests to the State; shall be
legally responsible for the valuation results.
Section
2. Dissolution of wholly state-owned enterprises
Article
69. Authority to propose dissolution and issue dissolution decision
1. Authority to
propose the dissolution:
a) Wholly state-owned
enterprises;
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c) Inspection
authorities, auditing authorities, tax authorities or other state authorities
that, during the performance of tasks within their competence, find that the
enterprise falls into a case subject to dissolution.
2. Authority to issue
dissolution decision:
a) The Prime Minister
shall consider issuing decisions to dissolve the enterprises listed in Appendix
III enclosed herewith at the request of the owner’s representative agencies and
opinions given by the Ministry of Finance, the Ministry of Home Affairs, the
Ministry of Justice of Vietnam and the supervisory ministries;
b) Based on the plan
for restructuring of state capital in enterprises under its management, the
owner’s representative agency shall consider issuing decisions to dissolve
wholly state-owned enterprises under its management, except those subject to
dissolution decisions issued by the Prime Minister.
Article
70. Dissolution procedures
1. Within 30 working
days from the day on which the enterprise is determined to fall into one of the
dissolution cases as prescribed in the law on enterprise, the person having
authority to decide the dissolution shall issue a dissolution decision and
establish a dissolution council to follow dissolution procedures.
2. A dissolution
decision shall have the contents prescribed in Article 71 of this Decree.
3. After the
dissolution decision has been issued:
a) The dissolution
council shall perform the tasks prescribed in Article 73 of this Decree;
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c) The enterprise’s
supervisory tax authority shall issue a notice confirming the enterprise’s
fulfillment of tax obligations within 10 working days from its receipt of the
enterprise’s written request for such confirmation.
4. The dissolution
council shall automatically terminate its operation when the enterprise has
completed dissolution procedures in accordance with regulations of law and the
enterprise’s legal status on the National Enterprise Registration Database has
been changed into “dissolved” by the business registration authority.
Article
71. Dissolution decision
1. A decision to
dissolve a wholly state-owned enterprises shall, inter alia, contain the
following information:
a) Name and
headquarters address of the dissolved enterprise;
b) Reasons for
dissolution;
c) Time limit and
procedures for finalization of contracts and payment of the enterprise’s debts;
d) Plan for
settlement of obligations under employment contracts;
dd) Full name and
signature of the Chairperson of the Board of Members or Company’s President of
the dissolved enterprise.
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a) The enterprise’s
employees;
b) The authority or
organization proposing the dissolution;
c) Creditors, persons
with related rights, obligations and interests in case the enterprise still has
unpaid debts;
d) The specialized
agencies, in the fields of finance, planning and investment, affiliated to the
provincial-level People's Committee in case the dissolution is decided by the
Chairperson of the provincial-level People's Committee;
dd) The enterprise’s
supervisory tax authority;
e) The provincial-level
People's Committee, statistical authority, the business registration authority
of the province where the dissolved enterprise is headquartered, and the
business registration authority of province where its branch or representative
office is located.
Article
72. Dissolution council
1. The person having
authority to decide the dissolution shall establish a dissolution council. Such
a dissolution council shall have the function of advising the person having
authority to decide the dissolution on the organization and implementation of
the enterprise’s dissolution. The composition of the dissolution council shall
comply with Clause 2 and Clause 3 of this Article.
2. The dissolution
council of an enterprise specified in point a clause 2 Article 69 of this
Decree shall comprise:
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c) Representatives of
employees’ representative organization in the dissolved enterprise;
d) Chairperson of the
Board of Members or Company’s President of the dissolved enterprise;
dd) Representatives
of other authorities and organizations who may be invited to join the
dissolution council as the case may be.
3. The dissolution
council of an enterprise established under a decision issued by the owner’s
representative agency or that is managed by the owner’s representative agency
shall comprise:
a) The Council’s
Chairperson who is the representative of the owner’s representative agency;
b) Representatives of
affiliated units or specialized agencies of the owner’s representative agency
in charge of managing finance, planning and labour affairs;
c) Representatives of
employees’ representative organization in the dissolved enterprise;
d) Chairperson of the
Board of Members or Company’s President of the dissolved enterprise;
dd) Representatives
of other authorities and organizations who may be invited to join the
dissolution council as the case may be.
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1. The dissolution
council is entitled to use the enterprise’s seal to serve the dissolution
process and request relevant competent authorities to assist in recovery of
assets.
2. After the
dissolution decision has been issued and published on newspapers as prescribed,
the dissolution council shall:
a) Revoke the seal of
the dissolved enterprise to serve the dissolution process;
b) Carry out the
dissolution process according to the ratified dissolution decision. The owner’s
representative agency or the Board of Members/Company’s President shall
directly organize the liquidation of the enterprise’s assets in accordance with
relevant laws, unless otherwise prescribed by the enterprise's charter. Payment
of debts of the dissolved enterprise shall comply with Clause 5 Article 208 of
the Law on Enterprises;
c) Within 07 working
days from the completion of the dissolution process and payment of debts of the
dissolved enterprise, the dissolution council shall prepare and submit
financial reports on the enterprise dissolution to the person who issued the
dissolution decision; prepare an application for dissolution according to
Article 210 of the Law on Enterprises and send it to the business registration
authority where the enterprise is registered.
3. No later than 05
days from the effective date of the decision to establish the dissolution
council, the Chairperson of the dissolution council shall open an account at
the State Treasury in charge of the area where the dissolved enterprise is
headquartered to deposit proceeds earned from the liquidation and transfer of
assets and recovery of debts of the dissolved enterprise. The Chairperson of
the dissolution council shall be the holder of this account.
4. All proceeds
obtained from the dissolution, including cash capital, proceeds from the
transfer or liquidation of assets, transfer of investment capital, and recovery
of the dissolved enterprise’s debts, shall be deposited to the account opened
by the dissolution council within the same date on which such proceeds are
earned. Where the proceeds are earned after working hours, they shall be
deposited on the following working day. Any intentional delay in depositing
such proceeds shall give rise to compensation calculated at the on-demand
savings interest rate announced by the bank and the person responsible for such
depositing shall be subject to administrative disciplinary measures as
prescribed.
Payment of
dissolution costs and payment of debts to creditors shall comply with
provisions of Article 77 of this Decree.
The amount of
proceeds that remains after paying all debts shall be paid to the state budget
(including any interest accrued from depositing the proceeds earned from the
enterprise's dissolution). Within 05 days from the completion of payments to
creditors, the dissolution council shall pay the entire remaining amount to the
state budget.
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1. Upon the issuance
of a dissolution decision, the dissolved enterprise shall publicly post such
decision at its headquarters, branches and representative offices, and publish
it in at least 03 consecutive issues of a printed or electronic newspaper. Such
decision should be accompanied by a notice stating the planned date of shutdown
and time limit for creditors to present and reconcile their claims.
2. From the effective
date of the dissolution decision, the dissolved wholly state-owned enterprise
shall:
a) Not perform any
prohibited acts as prescribed in Article 211 of the Law on Enterprises;
b) Terminate business
operations, the payment of debts, lending of assets to others, and holding of
assets on behalf of others;
c) Close accounting
books; carry out inventory of assets; check and reconcile receivables and
payables; prepare financial statements as at the effective date of the
dissolution decision;
d) Make a list of
creditors and debts payable (sorted by secured debts, partially secured debts,
and unsecured debts); a list of debtors and debts receivable (sorted by
recoverable debts and irrecoverable debts);
dd) Send a written
request for confirmation of fulfillment of tax obligations to the tax
authority.
3. Within 30 working
days from the effective date of the dissolution decision, the dissolved enterprise
shall transfer the following to the dissolution council:
a) Financial
statements, accounting books and documents concerning the dissolution; the
enterprise’s lists of creditors and debtors;
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Article
75. Policies for employees and managerial position holders
1. Employees who are
eligible for retirement benefits shall be treated in accordance with
regulations of the Law on social insurance and provided with other benefits in
accordance with regulations of the Labour Code.
2. Employees who wish
to terminate employment contracts shall be provided with redundancy or severance
allowances in accordance with regulations on labour or policies for employees
redundant after reorganization of wholly state-owned enterprises.
3. The Chairperson
and members of the Board of Members, or Company’s President, General Director
(Director), and controllers who are working under appointment regime shall be
considered by the owner’s representative agency on a case-by-case basis for
assignment of tasks after the enterprise’s dissolution. Where arrangement of
suitable positions for persons who are working under appointment regime cannot
be carried out, such persons shall be treated according to downsizing policies
as prescribed.
Article
76. Time limit for completing dissolution process
1. The dissolution of an enterprise must be completed within
a maximum period of 01 year from the effective date of the dissolution
decision. In the event that difficulties arise during the dissolution
resulting in an extension of the above-mentioned dissolution period, the case
should be reported to the person who issued the dissolution decision for
consideration and decision in writing.
2. In case the
enterprise registration certificate is revoked, the time limit for completion
of dissolution process shall comply with regulations of the Law on Enterprises.
Article
77. Proceeds earned from dissolution of enterprises
All proceeds earned
from the dissolution of an enterprise shall be distributed in the following
order:
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a) Costs associated
with the finalization of economic contracts, and costs incurred in the
recovery, transportation, preservation, and safekeeping of the assets of the
dissolved enterprise;
b) Costs related to
the organization of auctions for the sale of assets;
c) Costs or the
arrangement, storage, and preservation of the records and documents of the
dissolved enterprise, and other costs related to the enterprise’s dissolution.
Such costs shall be determined based on actual payments as approved by the
dissolution council‘s Chairperson who shall be responsible for his/her
decisions;
d) Salaries and
social insurance, health insurance and unemployment insurance contributions,
which must be paid by the employer as prescribed by law, for managerial
position holders, employees, and workers of the dissolved enterprise who are
mobilized to participate in the dissolution process and assisting teams, but
for a period not exceeding 12 months from the effective date of the dissolution
decision.
Such costs must be
supported by adequate documents in accordance with accounting policies in
force.
2. Payment of
outstanding salary debts, unpaid social insurance, health insurance and
unemployment insurance contributions (if any), and other benefits of employees
of the dissolved enterprise in accordance with employment contracts, or the
collective bargaining agreement, the enterprise’s internal regulations, and
regulations of law in force.
3. Payment of tax
debts and other debts owed to the state budget.
4. Payment of secured
debts (in the following order: entirely secured debts, followed by partially
secured debts).
5. The amount that
remains after making the above-mentioned payments shall be used to pay
unsecured debts (excluding interests accrued from the issue date of the
dissolution decision). Payments of unsecured debts to creditors may be made in
several installments, with the amount paid in each installment determined on a
pro rata basis according to the ratio between the total amount distributed in
such installment and the total outstanding unpaid debts.
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For creditors
maintaining accounts at commercial banks or the State Treasury, the dissolution
council’s Chairperson shall follow procedures for transferring the required
payments to their accounts. Where a creditor does not have such an account, the
dissolution council’s Chairperson shall request the creditor to receive the
payment directly or make such payment to the creditor by post. Postal service charges
shall be included in the dissolution costs.
Article
78. Dissolution of agriculture and forestry companies
1. When a wholly
state-owned enterprise operating in the field of agriculture and/or forestry
that is duly established before the effective date of the Law No. 68/2025/QH15
and has its dissolution plan approved by a competent authority carries out the
dissolution, it shall be entitled to receive state budget-derived financial
support for fulfilling outstanding liabilities arising from the enterprise’s
solvency, and for covering dissolution costs in case where the proceeds earned
from sale of the enterprise’s assets are insufficient to meet payment
obligations.
2. Wholly state-owned
enterprises operating in the field of agriculture and/or forestry shall follow
dissolution procedures in accordance with provisions of this Decree.
When settling
financial issues to determine the state budget-derived financial support for
the dissolved agriculture or forestry company, the owner’s representative
agency shall work with and obtain confirmation from creditors in respect of
debt exemption and reduction in accordance with relevant laws.
3. All proceeds
earned from the dissolution of an enterprise shall be distributed in the order
specified in Article 77 of this Decree. Where the proceeds earned are
insufficient to cover costs and debts in the above-mentioned order, the state
budget shall provide financial support to ensure payment of the outstanding
costs and debts in accordance with Clauses 4, 5 and 6 of this Article.
4. Principles for
provision of state budget-derived financial support:
a) The
central-government budget shall consider providing financial support for
agriculture or forestry companies in which Ministries, ministerial agencies,
Governmental agencies or other organizations, as assigned by the Government,
act as owner’s representative agencies (hereinafter referred to as
“central-level owner’s representative agencies);
b) The
local-government budget shall consider providing financial support for agriculture
or forestry companies in which provincial-level People's Committees act as
owner’s representative agencies;
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d) Formulation,
assignment and execution of budget estimates, and final settlement of state
budget expenses shall comply with regulations of law on state budget and
relevant laws.
5. Procedures for
provision of state budget-derived financial support:
a) The dissolution
council shall be responsible for determining the amount of funding deficit in
accordance with Clause 2 of this Article, and preparing an application for
financial support and submitting it to the owner’s representative agency at the
same level. Such an application for financial support includes:
a1) An application
form;
a2) Dissolution
decision;
a3) Documents
evidencing the proceeds earned from the dissolution;
a4) Documents on
outstanding debts supported by complete and valid documents, and accompanied
with certifications from competent authorities; contracts and debt
reconciliation records;
b) At the request of
the dissolution council, the owner’s representative agency shall use funding of
the state budget of appropriate level, in accordance with applicable
regulations on hierarchical management of state budget, to provide financial
support for the dissolution council after collecting opinions from the Ministry
of Agriculture and Environment of Vietnam. The Ministry of Agriculture and
Environment of Vietnam shall give its written opinions within 15 days from the
date of receipt of the written request, accompanied with the documents
specified at Point a Clause 5 of this Article, from the owner’s representative
agency.
c) Where requested
amounts of the state budget-derived financial support have not yet been
provided, the central-level owner’s representative agencies and
provincial-level People's Committees shall include such requested amounts of
financial support in state budget expenditure estimates of appropriate levels in
accordance with applicable regulations on hierarchical management of state
budget; such state budget expenditure estimates shall be submitted to the
Ministry of Finance of Vietnam for consolidation and reporting to the
Government for further submission to the National Assembly for approval. Based
on state budget expenditure estimates approved by competent authorities,
owner’s representative agencies shall provide financial support to dissolution
councils in accordance with regulations of law on state budget.
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a) Responsibilities
of owner’s representative agencies:
a1) Consider
providing state budget-derived financial support, in accordance with applicable
regulations on hierarchical management of state budget, for agriculture and
forestry companies to cover their outstanding costs and debts when carrying out
dissolution.
a2) Direct
specialized agencies to provide guidance and coordinate with dissolution
councils of enterprises and other relevant authorities in resolving issues
arising from the dissolution; supervise and inspect the provision of financial
support in accordance with this Decree.
a3) Submit reports on
provision of state budget-derived financial support to wholly state-owned
agriculture and forestry companies that carry out dissolution but are facing
insolvency to the Ministry of Agriculture and Environment of Vietnam for
consolidation;
b) Responsibilities
of the Ministry of Agriculture and Environment of Vietnam:
b1) Submit periodic
or ad hoc reports to competent authorities on the dissolution of agriculture
and forestry companies; and on provision of state budget-derived financial
support to wholly state-owned agriculture and forestry companies that carry out
dissolution but are facing insolvency.
b2) Give opinions
about plans for provision of state budget-derived financial support to pay
outstanding costs and debts arising during the dissolution of agriculture and
forestry companies at the request of the owner’s representative agency;
c) Responsibilities
of Ministry of Finance:
Direct and provide
guidance for tax authorities, the State Treasury, and relevant specialized
agencies in certifying tax debts and other amounts payable to the state budget
during handling of applications for financial support for dissolved agriculture
and forestry companies in accordance with applicable regulations;
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d1) Provide adequate
information and documents relating to their debts and loans in accordance with
the law, and assume responsibility for the accuracy of such provided
information and documents.
d2) Fully perform
obligations arising from their dissolution in accordance with regulations of
the law on enterprises and this Decree.
Chapter V
TRANSFER OF
STATE CAPITAL INVESTED IN JOINT-STOCK COMPANIES AND MULTI-MEMBER LIMITED
LIABILITY COMPANIES
Article
79. Transfer of state capital invested in joint-stock companies and
multi-member limited liability companies
1. Principles for
transfer of state capital
Transfer of state
capital invested in joint-stock companies and multi-member limited liability
companies shall comply with provisions of Article 31 of the Law on Management
and Investment of State Capital in Enterprises and the following provisions:
a) The transfer of
state capital must ensure the compliance with the criteria for classification
of state-owned enterprises and state-invested enterprises issued by the Prime
Minister; it shall be carried out regardless of the investment capital amount
and the business performance of the state-invested enterprise, whether
profitable or loss-making; the organization of capital transfer, preparation of
the capital transfer dossier, disclosure of information, reporting on the
capital transfer, procedures for transfer of ownership of shares, and
submission of documents and reports on capital transfer results to competent
authorities shall comply with provisions of this Decree.
Where the owner’s
representative agency transfers state capital in a joint-stock company whose
charter contains restrictions on transfer of shares in accordance with
regulations of the Law on Enterprises, or where there is a commitment between
the owner’s representative agency and other shareholders regarding priority in
transfer of shares (in case a shareholder may only transfer their shares to
other existing shareholders of the company), the owner’s representative agency
shall direct the representative for state capital in such company to present
opinions on amendments to the company’s charter at the GMS, or cooperate with
such state capital representative to negotiate with other shareholders to amend
such commitment in a manner that enables the state shareholder to freely
transfer its capital to other investors (including existing shareholders of the
company).
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b) The transfer must
adhere to market principles, ensure openness and transparency, maximize the
recovery of state capital, and minimize losses arising from such capital
transfer.
c) Determination of
the starting price when holding an auction for transfer of state capital:
c1) The owner’s
representative agency, or an organization or individual working for a unit
affiliated to the owner’s representative agency, or the state capital
representative authorized in writing by the owner’s representative agency,
shall enter into a contract with a qualified valuation organization to
determine the starting price in accordance with regulations of laws on pricing
and valuation.
c2) The valuation
organization may select appropriate valuation methods in accordance with
regulations of laws on pricing and valuation for determining the starting
price, and shall assume legal responsibility for valuation results. When
determining the starting price, the actual value of the state capital invested
in the enterprise, including the value generated by the rights to use the land
areas allocated with collecting land levies, lawfully transferred land use
rights, and leased land use rights (including those leased with annual payment
or lump-sum payment of land rents for the entire lease term) must be fully
determined in accordance with regulations of law. Inclusion of the value of
intangible assets in the starting price for capital transfer shall comply with
regulations of law on valuation.
c3) A starting price
used for transferring capital under the methods prescribed in this Decree shall
be valid for a maximum period of 06 months from the effective date of the
valuation certificate to the last trading day (for transactions conducted on
the securities trading system), or to the date on which the winning bid for the
capital transfer is announced (if the public auction method is employed), or to
the date on which the capital transfer contract is signed (if the negotiated
method is employed).
c4) In case of
transfer of capital in a joint-stock company listed or registered for trading
on the Stock Exchange, the starting price shall be determined according to the
above-mentioned regulations and the following:
The starting price
decided and announced by the owner’s representative agency on the date of the
approval of the capital transfer plan shall not be lower than: (i) the price
determined by a qualified valuation organization; (ii) the average reference
price over 30 consecutive days preceding the date of approval of the capital
transfer plan for the ticker symbol of the traded securities of the joint-stock
company listed or registered for trading on the Stock Exchange;
d) Transfer of state
capital invested in an enterprise that involves land use rights must comply
with regulations of the Law on Land. Where:
d1) When carrying out
the transfer of state capital invested in an enterprise, the owner’s
representative agency shall review the dossier on transfer from a state-owned
enterprise to a state-invested enterprise (a joint-stock company or a
multi-member limited liability company) in accordance with regulations
(including the report on land use of the enterprise) and the actual land use
status of the state-invested enterprise as the basis for determining the value
of land-use rights to be included in the starting price for the capital
transfer purpose.
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d3) The value
generated by the land-use rights leased with annual payment of land rents
included in the starting price shall be determined according to the following
rules:
Only the value
generated by the land-use rights leased with annual payment of land rents under
lease contracts directly signed by the state-invested enterprise with competent
authorities shall be determined and included in the starting price. In cases
where there is no land lease or the land lease has expired, the relevant
provincial-level People’s Committee shall be responsible for reviewing and
recovering the land area, organizing an auction of the land lease rights, and
leasing such land area in accordance with regulations of the Law on Land.
The value generated
by land-use rights leased with annual payment of land rents included in the
starting price shall be determined based on the remaining lease term and the
positive difference (if any) between the land rent calculated based on the land
price determined by a consulting firm at the time of determining the starting
price and the land rent calculated based on the land price currently applied by
the state-invested enterprise. Where the remaining lease term is shorter than
05 years, it shall be deemed to be 05 years.
d4) If an enterprise
uses leased land and is exempted from payment of land rents in accordance with
regulations of the Law on Land, the value of the land area for which the land
rents are exempted shall not be included in the starting price. In respect of
land areas that are currently exempted from the land rents but no longer meet
the conditions for such exemption, the provincial-level People's Committee
shall review and determine the land rents payable in accordance with the
regulations of the Law on Land.
dd) The owner’s
representative agency, or an organization or individual working for a unit
affiliated to the owner’s representative agency, or the state capital
representative authorized in writing by the owner’s representative agency,
shall engage a qualified auction organization and consulting firms providing
capital transfer-related services to organize the transfer of state capital
invested in joint-stock companies and multi-member limited liability companies.
e) When carrying out
the transfer of state capital invested in a joint-stock commercial bank as
prescribed in this Decree, the owner’s representative agency shall be
responsible for disclosing adequate information on conditions to be satisfied
by an auction-winning investor to be approved as a shareholder of the
joint-stock commercial bank in accordance with regulations of law on credit
institutions regarding transfer of capital contributions of shareholders in
joint-stock commercial banks, for investors’ information and compliance.
Where, after winning
the auction, an investor fails to satisfy the conditions for being approved as
a shareholder of the joint-stock commercial bank in accordance with regulations
of law on credit institutions, such investor shall not be required to pay for
the purchased shares to the owner’s representative agency; if such payment has
been made, it shall be refunded (including any deposited amount), and the
shares which have not been paid for or have been paid for but the payment has
been refunded shall remain under the ownership of the owner’s representative
agency;
g) The owner’s
representative agency shall direct a competent authority to formulate and
submit a capital transfer plan to the owner’s representative agency for making
final decision on the capital transfer. A capital transfer plan shall, inter
alia, include the following primary contents;
g1) Legal grounds and
purposes of the capital transfer.
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g3) Financial
position and business performance of the state-invested enterprise in which the
state capital will be transferred, and market demands for investment in such
enterprise. Expected proceeds from the capital transfer.
g4) Capital transfer
method (in case of lot auction, grounds for such lot auction method must be
specified).
g5) Planned time for
implementation and completion of the capital transfer;
h) The owner’s
representative agency shall not be required to re-formulate the capital
transfer plan when changing between the capital transfer methods according to
the prescribed sequence (i.e. public auction followed by the negotiated
method).
Where the capital
transfer carried out adopting the methods prescribed in this Decree is
unsuccessful or the number of shares or stakes is not fully transferred
according to the approved plan, the owner’s representative agency shall
consider deciding an appropriate time to continue the capital transfer in order
to complete the capital transfer plan;
i) Any foreign investor
that purchases the State’s shares or stakes in a joint-stock company or
multi-member limited liability company must comply with the ratio of its
paid-in capital to the charter capital of the joint-stock company or
multi-member limited liability company in each sector as prescribed by
specialized law or international convention to which Vietnam is a signatory.
Opening and use of investment capital accounts by foreign investors for
purchasing shares or stakes in Vietnamese enterprises when state-owned enterprises
transfer their capital invested in joint-stock companies or multi-member
limited liability companies shall comply with regulations of relevant laws;
k) The owner's
representative agency shall decide, and assume legal responsibility for, all
costs associated with the transfer of state capital (including, but not limited
to, valuation costs, auction costs, and other costs directly related to the
transfer process). Such costs shall be deducted from the proceeds earned from
the transfer of state capital. In the event that the transfer of state capital
is unsuccessful, or the proceeds earned from the capital transfer are
insufficient to fully cover the transfer-related costs, the deficit may be
covered by the state budget-derived funding or the enterprise’s funding for
production and business expenses to the extent necessary to cover the remaining
outstanding costs.
l) The owner’s
representative agency shall be responsible for dealing with any difficulties,
complaints and denunciations concerning the transfer of state capital within
its competence and in accordance with regulations of law in force.
2. Authority to
decide the transfer of state capital:
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b) Based on the plan
for restructuring of state capital in enterprises prescribed in clause 2
Article 101 of this Decree, the relevant owner's representative agencies shall
decide plans for the transfer of state capital in the enterprises under their
management (except those specified in point a clause 2 of this Article);
c) Owner’s
representative agencies shall develop roadmaps, decide plans, and organize the
transfer of state capital invested in joint-stock companies or multi-member
limited liability companies according to the plan for restructuring of state
capital in enterprises approved by the competent authority.
Article
80. Methods for transfer of state capital in joint-stock companies and
multi-member limited liability companies
Methods for transfer
of state capital invested in joint-stock companies and multi-member limited
liability companies shall comply with provisions of Article 31 of the Law on
Management and Investment of State Capital in Enterprises and the following
provisions:
1. The transfer of
state capital in a joint-stock company listed or registered for trading on the
securities market shall be conducted adopting the methods for trading shares on
the trading system of the securities market (hereinafter referred to as
“securities trading system”) organized by the Stock Exchange, and must comply
the rule that the trading price (floor price) shall not be lower than the
starting price determined according to point c clause 1 Article 79 of this
Decree.
a) Where the capital
transfer is conducted through transfer of shares on the securities trading
system, the owner’s representative agency shall submit the following documents
to the Stock Exchange for disclosure of information about the transfer of
shares:
a1) A competent
authority's decision on approval of the capital transfer plan;
a2) The information
statement which is made using the form specified in Appendix II enclosed
herewith;
a3) Documents
evidencing that the enterprise whose shares are sold at auction for the purpose
of capital transfer is the lawful owner of such shares.
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b) The transfer of
funds for settling transactions involving purchase and sale of shares, and
transfer of share ownership shall be carried out in accordance with regulations
of law on securities;
c) In the case of a
transfer of capital in a joint-stock company listed or registered for trading
on the securities market which is not conducted on the securities trading system,
such transfer shall be conducted in the following order of methods: public
auction, followed by the negotiated method (off-exchange transaction).
The selling price of
shares at which investors must make payment to the owner’s representative
agency for such off-exchange transactions shall be determined in accordance
with regulations applicable to each transfer method (public auction or
negotiated method);
d) The owner’s
representative agency shall publicly disclose information on the selling price
of shares for the purpose of transferring capital in a joint-stock company
listed or registered for trading on the securities market in cases where such
transactions are conducted outside the securities trading system (off-exchange
transactions) to investors for information and compliance;
dd) In the case of a
transfer of state capital in a joint-stock company listed or registered for
trading on the securities market, the time limit for payment by investors shall
be determined according to each trading method; however, the time limit for
transfer of proceeds earned from such transfer to the state budget shall comply
with provisions on transfer of state capital in joint-stock companies that are
not listed or registered for trading on the securities market.
2. The transfer of
capital in a joint-stock company that is not yet listed (or that has been
listed or registered for trading on the securities market but such transfer is
not conducted on the securities trading system) shall be conducted adopting the
public auction method; if the public auction is unsuccessful, the negotiated
method shall be adopted.
3. Steps of the
public auction:
a) Preparation of
auction documents, including:
a1) A competent
authority's decision on approval of the capital transfer plan;
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a3) Documents
evidencing that the owner’s representative agency that has shares sold at
auction for the purpose of capital transfer is the lawful owner of such shares.
a4) Rules of auction;
b) Organization of
the public auction:
b1) After the
decision on approval of the capital transfer plan is issued, the owner’s
representative agency shall notify the plan for transfer of shares under its
ownership to the joint-stock company in which state capital is invested; and
shall prepare the auction documents as prescribed.
b2) The owner’s
representative agency, or an organization or individual working for a unit
affiliated to the owner’s representative agency, or the state capital
representative authorized in writing by the owner’s representative agency,
shall enter into a service contract with a property auction service center or
property auction enterprise established in accordance with regulations of law
on property auction or a Stock Exchange or securities company (hereinafter
referred to as “auction organization”) for carrying out the capital transfer.
The auction shall be held at the headquarters of the auction organization, the
owner’s representative agency, or the state-invested enterprise that transfers
capital, or at another location as agreed upon between the owner’s
representative agency and the auction organization.
b3) The auction
organization shall issue the rules of auction of shares and related forms used
for conducting the auction after obtaining the consent from the owner’s
representative agency. The rules of auction must ensure the compliance with the
capital transfer principles as prescribed in the law on management and use of
state capital in enterprises and other relevant laws; clearly define
responsibilities and rights of relevant parties during the auction of shares
for the purpose of capital transfer; stipulate the disclosure of information on
the auction (information to be disclosed, and means of disclosing information);
stipulate eligible participants, procedures for participating in the auction,
notification of auction results (including such information on the payment
deadline, payment description, name, address and account number of the beneficiary),
procedures for transfer of the ownership of shares, handling of violations, and
include other provisions necessary to meet management requirements and ensure
that the auction is conducted publicly, transparently, and in conformity with
regulations of law.
b4) The owner’s
representative agency/auction organization shall publicly disclose the auction
documents which are prepared according to regulations to investors at least 20
days before the auction date at the headquarters of the joint-stock company in
which the state capital is transferred, the auction venue, on the mass media
(at least 03 consecutive issues of a national newspaper and a local newspaper
of the area where the owner’s representative agency or the state-invested
enterprise is headquartered), and on the websites of the auction organization,
the owner’s representative agency, and the joint-stock company in which the
state capital is transferred (if any).
b5) Within the time
limit specified in the rules of auction, the owner’s representative agency, the
auction organization, and investors shall complete the procedures for
participating in the auction; investors (organizations or individuals) eligible
to participate in the auction shall be provided by the owner’s representative
agency/auction organization with auction registration forms to specify the
quantity of shares they intend to purchase, and to pay the required deposit.
After paying the required deposit, investors shall be provided by the owner’s
representative agency/auction organization with auction bidding forms to
specify their bids.
b6) Within the time
limit specified in the rules of auction, investors shall write their bids on
the auction bidding forms, and submit them to the owner’s representative
agency/auction organization, either by casting them directly at the auction
venue or sending them by post as prescribed in the rules of auction.
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c) Determination of
auction results, payment for purchased shares, transfer of ownership of shares,
and reporting on capital transfer
c1) Successful
bidders shall be determined through selecting bids in descending order until
the total number of shares offered for sale at the auction is fully allocated,
provided that such bids are not lower than the starting price.
c2) In the event that
there are multiple investors (including foreign investors) offering the same
bid which is considered the lowest winning bid but the number of remaining
shares is less than the total number of shares subscribed for by such investors
at such lowest winning bid, the number of shares to be allocated to each
investor shall be determined adopting the following formula:
Number of shares allocated to an investor
=
Number of remaining shares offered for sale
x
Number of shares subscribed for by the investor at such lowest winning
bid
Total number of shares subscribed for by investors at such lowest
winning bid
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c3) Immediately after
the end of the auction, based on the auction result, the auction organization
shall make a record of auction result which must be made using the form in
Appendix II enclosed herewith, and bear the signatures of the auction
organization, representative of the owner’s representative agency and
representative of the auction council (if any).
c4) After the
investor has fully paid for the subscribed shares, within 05 working days, the
owner’s representative agency shall send a set of documents, including: the
competent authority’s decision on approval of the capital transfer plan, a
written request, and the record of auction result, to Vietnam Securities
Depository and Clearing Corporation (VSDC) (in the case of capital transfer in
a joint-stock company whose shares have been registered with VSDC) for carrying
out procedures for the transfer of securities ownership. Within 05 days from
the date of receipt of the capital transfer dossier from the owner’s
representative agency, VSDC shall be responsible for effecting the transfer of
ownership of shares representing the state capital transferred to other
organizations and individuals based on such dossier received from the owner’s
representative agency.
c5) In the case of
transfer of state capital in a joint-stock company whose shares have not been
registered with VSDC, procedures for the transfer of share ownership between
the owner’s representative agency and the investor, after the investor has
fully paid for the subscribed shares, shall be carried out in accordance with
the Law on Enterprises and the Charter of the joint-stock company. The owner’s
representative agency shall cooperate with the joint-stock company to complete
procedures for the transfer of share ownership to the investor, and publicly
disclose information on the procedures and the specific time limit for
completing the transfer of share ownership to the investor when organizing the
capital transfer.
c6) Within 15 days
upon completion of the capital transfer, the owner’s representative agency
shall submit a report on results of the auction of shares for the purpose of
capital transfer to the Ministry of Finance;
d) Regarding a lot
auction:
d1) Cases in which
the lot auction shall be applied for capital transfer:
Transfer of
shares/capital amounts subject to transfer restrictions as prescribed by the
Law on Enterprises, as amended or replaced from time to time;
Capital transfer
associated with the obligation to guarantee a loan;
Transfer of the
entire capital amount invested in an enterprise in a single auction which would
be unlikely to succeed when adopting a normal auction method. In such case, the
capital transfer plan must indicate analysis and assessment of the lot
auction's effectiveness compared to the normal auction method;
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Other cases, subject
to the Prime Minister’s decision issued at the request of the owner’s
representative agency.
d2) Documentation
preparation and submission, organization of the lot auction, transfer of share
ownership, and reporting on capital transfer in the case of a lot auction shall
be carried out in accordance with the same provisions on public auction in
points a, b and c of this clause, and the following regulations:
The auction result
shall be determined as follows: A bid is considered valid if it is not lower
than the starting price specified in the rules of auction. The winning bid is
the highest valid bid. If there are two or more investors submitting the same
highest bid which is not lower than the starting price, within 05 working days
from the date of the lot auction, the owner’s representative agency shall
cooperate with the auction organization to directly hold a secret ballot among
these investors to select the one that submits the only highest bid. The bids
submitted at the secret ballot shall not be lower than the highest bid
submitted by these investors according to the bid increments specified in the
rules of auction. The investor submitting the highest bid at the secret ballot
shall be declared the successful bidder and entitled to purchase the entire lot
of shares. If these investors continue to submit the same bid at the ballot,
the successful bidder shall be determined by random drawing. If all investors
submitting the highest bid refuse to hold a secret ballot or the successful bidder
refuses to purchase shares, the auction shall be considered unsuccessful and
another transfer method will be employed as prescribed.
Based on the list of
capital amounts to be transferred approved by a competent authority, the value
of capital to be transferred, and the market developments at the time of
formulating the capital transfer plan, the owner’s representative agency shall
decide whether to sell all shares at once or divide them into lots to be put up
for auction;
dd) Cases in which
the public auction (whether a normal auction or a lot auction) is deemed
unsuccessful include: Upon the expiry of the registration period, no investor
applies for participation in the auction, or only one investor applies for
participation in the auction; during the period from the deadline for payment
of the required deposit to the deadline for submission of bidding forms, no
bidding form is submitted; no bid is offered during the auction session, or the
highest bid received is still lower than the starting price; there is only one
successful bidder that refuses to purchase shares, or all successful bidders
refuse to purchase shares; all investors are found to have violated the rules
of auction according to provisions thereof;
e) In the event that
a public auction is unsuccessful, or is successful but there remain shares to
be sold for the purpose of transferring state capital, shares shall be sold
adopting the negotiated method.
4. Negotiated method:
a) Negotiated method
means a method of transferring state capital whereby the owner’s representative
agency directly negotiates with the investor in the event that a public auction
is unsuccessful and only one investor has submitted a valid bid and has fully
completed all procedures for participating in such public auction;
b) The selling price
shall be negotiated on the basis of the price determined according to point c
clause 1 Article 79 of this Decree;
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d) Upon completion of
the negotiation and conclusion of the capital transfer contract, the payment
for purchased shares must be made within 05 working days from the date on which
the capital transfer contract is signed;
dd) Within 05 working
days after the investor has fully paid for the purchased shares, the owner’s
representative agency shall prepare a set of documents for transfer of
ownership of shares to the investor, comprising: the competent authority’s
decision on approval of the capital transfer plan, a written request of the
owner’s representative agency, and the capital transfer contract. Submission of
documents for transfer of share ownership, and reporting on the capital
transfer under the negotiated method shall comply with the same provisions on
public auction for transfer of state capital in enterprises in point c clause 3
of this Article.
5. If the state
capital to be transferred is not fully transferred after adopting public
auction or negotiated method, the owner’s representative agency shall, based on
the market demands and the enterprise’s development prospects, determine an
appropriate time to continue the capital transfer and decide to re-determine
the starting price in conformity with the order of capital transfer methods
prescribed in this Decree.
If the valuation
certificate expires while the owner’s representative agency is carrying out the
capital transfer, it shall not be required to re-formulate the capital transfer
plan but must re-determine the starting price for continuing the capital
transfer according to the adopted transfer method (if the public auction is
unsuccessful or the capital to be transferred is not fully sold, the negotiated
method shall be applied on the basis of such re-determined starting price).
6. Methods for
transfer of state capital invested in a multi-member limited liability company
shall comply with provisions of the Law on Enterprises as follows:
a) In the case of a
capital transfer prescribed in Article 51 of the Law on Enterprises (requesting
the company to repurchase the capital amount held by a state-owned enterprise),
the transfer price shall be a negotiated price which is determined based on
market principles. Such negotiated price shall be determined on the basis of
the valuation results provided by a qualified valuation organization as
prescribed in point c clause 1 Article 79 of this Decree.
In cases where the
company fails to reach an agreement on the price for repurchasing the state
capital in the company, the owner’s representative agency shall be entitled to
transfer the state capital to other members of the company or to organizations
and individuals other than the company’s members, using the same transfer
methods applicable to the transfer of state capital in joint-stock companies
that are not yet listed or registered for trading on the securities market, as
prescribed in this Article;
b) In cases where,
after requesting the company to repurchase the state capital contributed in the
company, the company fails to do so, the owner’s representative agency shall be
entitled to transfer part or all of the state capital in accordance with
Article 52 of the Law on Enterprises, as follows:
b1) If the capital is
transferred to other members of the company in proportion to their respective
stakes in the company in accordance with the Law on Enterprises, the transfer
price shall be negotiated with such members based on market principles, with
the negotiated price determined on the basis of the valuation results provided
by a qualified valuation organization as prescribed in point c clause 1 Article
79 of this Decree.
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b3) Within 15 days
after completing the transfer of state capital in the multi-member limited
liability company, the owner’s representative agency shall prepare a report on
the capital transfer results and submit it to the Ministry of Finance.
7. Periodic reporting
on the transfer of state capital:
Within a maximum
duration of 15 working days from the end of each quarter, owner’s
representative agencies shall be responsible for submitting to the Ministry of
Finance reports on results of the transfer of state capital invested in
enterprises, according to the approved list of capital amounts to be
transferred, for the purposes of monitoring and submitting consolidated reports
thereon to the Prime Minister, the Government, and the National Assembly, as
prescribed.
8. The owner’s
representative agency shall direct the relevant units to develop an estimate of
costs incurred from the transfer of state capital. The owner’s representative
agency shall consider approving the estimate and final settlement of costs
incurred from the transfer of state capital, and decide specific levels of
costs which must be supported by valid and reasonable documents as prescribed
by law, and assume legal responsibility for its decision. Costs incurred from
the transfer of state capital include costs of hiring valuation consultants,
costs of auction, costs of completing legal procedures for the transfer,
securities depository fees, any taxes, fees and charges payable to the state
budget, and other related costs (excluding remunerations paid to members of the
owner’s representative agency, the state capital representative, and members of
the enterprise).
Based on the decision
on approval of the estimate of costs incurred from the transfer of state
capital, the owner’s representative agency shall prepare an estimate of costs
covered with state budget-derived funding which shall not exceed 70% of total
estimated costs incurred from the transfer of state capital for being
consolidated into the estimate of state budget expenditures of the appropriate
level in accordance with applicable regulations on hierarchical management of
state budget, and submit it to the Ministry of Finance for inclusion in the
annual estimate of state budget expenditures as prescribed. Based on the
capital transfer results, the owner’s representative agency shall make a final
settlement of proceeds earned and costs incurred from such capital transfer. If
the sum of the proceeds earned from the capital transfer and the state
budget-derived funding allocated in advance to cover the capital transfer costs
exceeds the reasonable costs actually incurred from the capital transfer, the
surplus shall be settled and paid to the state budget. If the sum of the
proceeds earned from the capital transfer and the state budget-derived funding
allocated in advance to cover the capital transfer costs is insufficient to
cover the reasonable costs actually incurred from the capital transfer, the owner’s
representative agency shall prepare an estimate of costs covered with state
budget-derived funding in respect of such deficit.
The owner’s
representative agency shall submit a report on the capital transfer results and
final settlement (of proceeds earned and reasonable costs actually incurred
from the capital transfer, funding allocated in advance, and surplus/deficit in
funding paid to or requiring additional funding from the state budget) and
relevant documents to the state budget for return of advanced funding and
accounting.
If a capital transfer
is in progress but must be terminated/temporarily suspended under a decision
issued by the owner’s representative agency, the owner’s representative agency
shall consider approving the final settlement of reasonable costs actually
incurred from the capital transfer, prepare and submit an estimate of such
costs covered with state budget-derived funding to the Ministry of Finance for
inclusion in the annual estimate of state budget expenditures as prescribed.
Article
81. Proceeds earned from transfer of state capital in joint-stock companies and
multi-member limited liability companies
1. Proceeds earned
from the transfer of state capital to other organizations or individuals
(investors), after adding any the state budget-derived funding allocated in
advance to cover transfer costs and deducting reasonable costs actually
incurred from such transfer, shall be transferred to the state budget.
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3. Time limit for
transfer of proceeds to the state budget:
a) In the case of
transfer of capital in a joint-stock company listed on the securities market or
registered for trading on the UPCOM trading system, within 05 working days from
the date on which the owner’s representative agency receives full payment under
the trading methods prescribed by the law on securities, it shall determine the
amount payable in accordance with clause 1 of this Article and transfer it to
the state budget;
b) n the case of
transfer of state capital in a joint-stock company which is not yet listed on
the securities market or not registered for trading on the UPCOM trading system,
or transfer of state capital in a multi-member limited liability company,
within 05 working days from the date on which the investor makes full payment,
the owner’s representative agency shall determine the amount payable in
accordance with clause 1 of this Article and transfer it to the state budget.
In cases where an
investor fails to make payment or makes payment beyond the prescribed time
limit, they shall be subject to administrative penalties and enforcement
measures in accordance with regulations of law on taxation.
4. The owner’s
representative agency shall be responsible for inspecting and supervising
investors’ payments and transferring money to the state budget in accordance
with applicable regulations.
Chapter VI
TRANSFER OF
RIGHTS OF REPRESENTATION OF STATE CAPITAL IN ENTERPRISES
Article
82. Cases of transfer
1. Transfer of rights
of representation of state capital in state-invested enterprises between
owner’s representative agencies.
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3. Other cases as
decided by the Prime Minister.
Article
83. Principles for transferring rights of representation of state capital in
enterprises
1. Transfer of the
rights of representation of state capital in enterprises shall be conducted
following the principles of publicity, transparency, continuity, and
cooperation among relevant parties in addressing issues arising during and
after such transfer, and ensure that such transfer shall not adversely affect
the production and business operations of the enterprise, in accordance with
applicable laws.
2. Such transfer
shall be organized in accordance with regulations of law and the guidelines
provided herein.
3. The value of the
state capital in respect of which the rights of representation are transferred
shall be the book value of the state capital invested in the enterprise as
defined in clause 6 Article 3 of Law No. 68/2025/QH15.
4. Where, after the
transfer, there are any changes in the figures specified in the transfer
dossier, the relevant parties shall cooperate to clarify the causes thereof,
adopt appropriate remedial measures, and adjust the official transfer figures
accordingly.
Article
84. Authority to issue transfer decisions
a) Transfer of rights
of representation of state capital in enterprises prescribed in clause 1
Article 82 of this Decree;
b) Transfer of rights
of representation of state capital in an enterprise from the owner’s
representative agency to a wholly state-owned enterprise under the jurisdiction
of another owner’s representative agency or listed in Appendix III enclosed
herewith;
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d) Transfer of rights
of representation of state capital in enterprises listed in Appendix III
enclosed herewith.
2. The owner’s
representative agency shall, based on the plan for restructuring of state
capital in enterprises within its management, issue a decision on transfer of
rights of representation of state capital in an enterprise from the owner’s
representative agency to a wholly state-owned enterprise under its management,
except for the cases specified at point d clause 1 of this Article.
3. Transfer of rights
of representation of state capital in an enterprise from the owner’s
representative agency to a wholly state-owned enterprise performing the
function of investing and trading state capital shall be carried out in
accordance with the Government’s regulations on functions, duties, and
operational mechanisms of wholly state-owned enterprises performing the
function of investing and trading state capital.
Article
85. Order and procedures for transfer
1. For cases where
the transfer is decided by the Prime Minister:
a) The owner’s
representative agency requesting to transfer or to receive transferred rights
shall prepare a set of documents for transfer of rights of representation of
state capital in the enterprise (transfer dossier), comprising:
a1) An explanatory
report on the objectives, necessity, and socio-economic efficiency of the
transfer or receipt of the transfer of rights of representation of state
capital in the enterprise;
a2) A report on
assessment of the financial status and production and business performance of
the enterprise; a report on assessment of the impacts of the transfer or
receipt of the transfer on the enterprise, and on the transferring and
receiving owner’s representative agencies;
a3) A copy of the
enterprise establishment decision; a copy of the enterprise’s 05-year
production and business strategy or plan as approved in principle by the
competent authority;
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a5) Copies of audited
financial statements for 03 consecutive years preceding the year in which the
transfer of rights of representation of state capital is determined;
b) The owner’s
representative agency that wishes to conduct or receive the transfer shall send
a written request for getting opinions from the owner’s representative agency
proposed to receive or transfer the rights of representation of state capital.
Within 20 working
days from the date of receipt of the written request from the owner’s
representative agency (accompanied with the transfer dossier specified in
clause 1 of this Article), the requested owner’s representative agency shall
give its written opinions about the transfer of rights of representation of
state capital in the enterprise;
c) Based on written
opinions given by the requested owner’s representative agency, the requesting
owner’s representative agency shall instruct the enterprise in which the rights
of representation of state capital are to be transferred to modify and complete
the transfer dossier (if any) for submission to the Prime Minister for
consideration and decision.
2. For cases where
the transfer is decided by the owner’s representative agency
a) The owner’s
representative agency shall direct the representative for state capital in the
enterprise in which the rights of representation of state capital are to be
transferred to prepare the transfer dossier as prescribed in point a clause 1
of this Article and submit it to the owner’s representative agency for
consideration and decision;
b) Within 15 working
days from its receipt of the transfer dossier, the owner’s representative
agency shall consider issuing a decision on such transfer.
3. The transfer of
rights of representation of state capital in an enterprise shall be conducted
after a transfer decision is issued by the competent authority.
a) Parties engaged in
the transfer shall include:
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a2) The enterprise in
which the rights of representation of state capital are to be transferred;
a3) The
representative for state capital in the enterprise;
a4) Other
organizations and individuals involved in the transfer of the rights of
representation of state capital in the enterprise as prescribed;
b) The transferring
owner’s representative agency shall direct the subject enterprise, the
representative for state capital in the enterprise, or specialized departments
(for an enterprise in which the state capital representative is not appointed
or designated) to prepare the transfer dossier in accordance with the
provisions of Article 87 of this Decree, and submit it to the relevant units.
The enterprise shall be responsible for the accuracy of all contents of the
transfer dossier;
c) Based on the
transfer dossier, the owner's representative agency/the wholly state-owned
enterprise receiving the transfer shall direct its specialized departments to
cooperate with the enterprise in which the rights of representation of state
capital are to be transferred in verifying the information and figures
contained in the transfer dossier; prepare a record of transfer of rights of
representation of state capital in the enterprise, and submit it to the head of
the owner's representative agency or his/her authorized person for signing.
Within 10 working
days from its receipt of the transfer dossier from the transferring owner's
representative agency, the receiving owner's representative agency or the
authorized person shall consider signing the record of transfer of rights of
representation of state capital ;
d) If the receiving
owner's representative agency finds the transfer dossier unsatisfactory, it
shall, within 10 working days from its receipt of the transfer dossier, provide
written opinions to the transferring owner's representative agency for
modifying such transfer dossier as prescribed.
within 10 working
days from its receipt of written opinions from the receiving owner’s
representative agency, the transferring owner’s representative agency shall
direct the enterprise, the representative for state capital in the enterprise
and relevant specialized departments to cooperate with the enterprise to modify
and complete the transfer dossier as prescribed, or give its written opinions
about the proposed modifications to the transfer dossier;
dd) The transferring
owner’s representative agency, where necessary, shall cooperate with the
receiving owner's representative agency to organize a meeting to discuss and
reach agreement on the contents of the record of transfer of rights of
representation of state capital.
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01 set of the
transfer dossier shall be sent to the transferring owner's representative
agency;
01 set of the
transfer dossier shall be sent to the receiving owner's representative agency;
01 set of the
transfer dossier shall be retained by the enterprise;
g) Upon completion of
the transfer, the receiving owner's representative agency shall send 01 copy of
the transfer record to the transferring owner’s representative agency, and 01
copy to the enterprise;
h) In the event that
the figures in the transfer record need to be adjusted after the completion of
the transfer, the receiving owner's representative agency shall send the
modified transfer record to the agencies specified in point e clause 3 of this
Article.
Article
86. Grounds for determining transfer figures
1. Transfer figures
are those presented in the audited annual, semi-annual, or quarterly financial
statements as at the date closest to the transfer date, prepared in accordance
with applicable regulations. In case the transfer involves the state capital in
an enterprise that is a parent company of an economic group, a parent company
of a state corporation, or a parent company within a parent company -
subsidiary group, the transfer figures shall be determined based on the
separate financial statements of such parent company.
2. Where adjustments
to the transfer figures of an enterprise are required, the transferring owner’s
representative agency and the receiving owner’s representative agency shall
cooperate with each other to make such adjustments.
3. In cases where the
audit report on the enterprise’s annual, semi-annual, or quarterly financial
statements contain qualified opinions or include emphasis of matter or other
matter paragraphs, the receiving owner’s representative agency may consider
requesting the audit firm to provide clarification as a basis for adjusting the
transfer figures (if necessary), or include such audit qualifications and
matters requiring attention in the transfer record.
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Article
87. Transfer dossier
The transfer dossier
shall be prepared for each enterprise and shall include the following
documents:
1. A report on the
value of the state capital invested in the enterprise.
2. A report on the
state amounts receivable from the enterprise (if any).
3. A report on the
financial position and business operations of the enterprise.
4. Information on the
representative for state capital in the enterprise, including the decision on appointment
of the representative for state capital in the enterprise issued by the owner’s
representative agency.
5. The record of
transfer of rights of representation of state capital in the enterprise. The
transfer record shall clearly specify: the transfer date, the value of state
capital of which the rights of representation are transferred, the reasons for
any decrease in the state capital value; the collective and individual
responsibilities of the parties involved for such decease in the state capital
value at the time of preparation of the transfer dossier as the basis for the
transfer; any documents missing from the transfer dossier as prescribed in this
Article; any outstanding issues that require continued cooperation and
resolution after the transfer.
6. The enterprise’s
legal documents (copies extracted from master registers, certified true copies,
or copies presented together with their originals for verification and
confirmation purposes), including:
a) The Decision on
establishment of the company or decision on conversion of the state-owned
enterprise;
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c) Written
confirmation from the enterprise’s Board of Directors/Board of Members
regarding the state-invested capital or shares in the enterprise, and the share
certificate or shareholder certificate or shareholder register of the State
(for joint-stock companies), or capital contribution certificate or members’
register of the State (for multi-member limited liability companies);
d) The initial
enterprise registration certificate and its amendments (if any);
dd) The list of members
of the Board of Directors/Board of Members or Company’s President, Director or
General Director;
e) The current
Charter on organization and operation of the enterprise;
g) The separate
financial statements and consolidated financial statements (where such
consolidated financial statements are compulsory) for the relevant year or
quarter, prepared and audited as at the date closest to the transfer date or
the financial statements prepared as at the date on which the enterprise is
issued with the initial enterprise registration certificate (for an enterprise
that carries out the transfer within the same year in which the initial
enterprise registration certificate is issued). If the audited annual or
quarterly financial statements are not available, the most recent annual or
quarterly financial statements prepared as at the date closest to the transfer
date shall be used;
h) Documents relating
to the equitization of enterprise that is converted into a joint-stock company,
including:
h1) Documents on the
enterprise valuation for equitization purpose;
h2) Decision to
announce the enterprise value and decisions/documents issued by competent
authorities settling financial issues (such as debts, capital contributions,
work-in-progress, and goods/assets which are redundant or unused, etc.), and
personnel-related issues as at the date of enterprise valuation for
equitization purpose;
h3) The equitization
plan and decision on approval of the equitization plan issued by a competent
authority;
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h5) Documents on
settlement of financial and personnel issues arising from the date of
announcement of the enterprise value for equitization purpose until the issue
date of the initial enterprise registration certificate;
h6) Decision to
announce the actual value of state capital as at the official date of
conversion into a joint-stock company (if any).
h7) Documents
regarding the receipt of joint-venture contributions or state capital
contributions, in case where land-use rights are contributed under
joint-venture contracts;
h8) Documents
regarding increase/decrease in the charter capital, and increase/decrease in
the state capital in the enterprise from the date of conversion into a
joint-stock company until the transfer date;
h9) Documents
regarding proceeds earned from the equitization, dividends on the state capital
and other receivables due before the transfer date.
h10) Documents
regarding management and use of land and property on land of the enterprise in
which the rights of representation of state capital are transferred, including
land use plans approved by competent authorities; certificates of land-use
rights, certificates of ownership of house and other property on land; land
allocation/lease decisions; land lease contracts; contracts for sale and
purchase or transfer of land-use rights and property on land; investment
certificates, and any other relevant legal documents concerning land-use rights
and property on land (if any).
Article
88. Financial settlement upon transfer
1. In the case of a
transfer of the rights of representation of state capital invested in an
enterprise between owner’s representative agencies, the state-invested
enterprise shall not adjust the carrying value recorded in its accounting
books. The owner’s representative agency shall carry out procedures for the
transfer of ownership of shares or capital contributions in accordance with
applicable regulations of law.
2. In the case of a
transfer of the rights of representation of state capital invested in an
enterprise from an owner’s representative agency to a wholly state-owned
enterprise or a wholly state-owned enterprise performing the function of
investing and trading state capital, upon completion of the transfer, the
wholly state-owned enterprise receiving the transfer shall, based on the
transfer figures, record an increase in its owner’s equity.
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Article
89. Responsibility for implementation
1. The owner’s
representative agency shall carry out the transfer of the rights of
representation of state capital invested in the enterprise after a decision on
such transfer is issued by the Prime Minister in accordance with clause 1
Article 84 of this Decree; shall exercise its rights and perform its
responsibilities and obligations in accordance with regulations of law and the
transfer record.
2. The enterprise
shall exercise its rights and perform its responsibilities and obligations in
accordance with the transfer record. It shall be responsible for the accuracy
of documents and data.
Article
90. Policies for employees upon transfer
1. The enterprise in
which the rights of representation of state capital are transferred shall make
the list of existing employees, the list of employees who will continue working
at the enterprise after transfer, the list of employees to be trained for
continuing employment at the enterprise after the transfer, the list of
employees receiving retirement benefits, and the list of employees whose
employment contracts are terminated.
2. Employees whose
employment contracts are terminated shall be provided with redundancy or
severance allowances in accordance with regulations of law on labour.
3. Employees who are
eligible for retirement benefits shall be entitled to such benefits in
accordance with regulations of law on social insurance and other benefits in
accordance with regulations of law on labour.
Chapter VII
TRANSFER OF
INVESTMENT PROJECTS, CAPITAL, AND ASSETS OF ENTERPRISES; TRANSFER OF SHARE
PURCHASE RIGHTS, PRE-EMPTIVE RIGHTS TO PURCHASE SHARES, AND RIGHTS TO PURCHASE
STAKES
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Article
91. Cases of transfer
1. Transfer of
investment projects (including in-progress investment projects), capital, and
assets between wholly state-owned enterprises, including:
a) Transfer between
wholly state-owned enterprises falling under the management of the same owner’s
representative agency;
b) Transfer between
wholly state-owned enterprises falling under the management of different
owner’s representative agencies.
2. Transfer of
capital and assets invested by a wholly state-owned enterprise in joint-stock
companies and limited liability companies to an owner’s representative agency,
including:
a) Transfer of
capital and assets invested by a wholly state-owned enterprise in joint-stock
companies and limited liability companies to the owner’s representative agency
having the power to manage such wholly state-owned enterprise;
b) Transfer of
capital and assets invested by a wholly state-owned enterprise in joint-stock
companies and limited liability companies to another owner’s representative
agency.
3. Transfer of public
service units of a wholly state-owned enterprise to an owner’s representative
agency, including:
a) Transfer of public
service units of a wholly state-owned enterprise to the owner’s representative
agency having the power to manage such wholly state-owned enterprise;
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4. Other cases of
transfer as decided by the Prime Minister.
Article
92. Transfer principles
1. The receiving
party shall inherit all rights, obligations, and responsibilities of the
transferring party. The transfer of an investment project or assets associated
with land-use rights shall comply with regulations of law on land.
2. A record of
transfer of public service units, investment projects, capital, or assets
between the parties must be made, and shall clearly specify the transfer value,
rights, obligations, and responsibilities of the transferring party and the
receiving party, any issues requiring further consideration, and obligations to
the State (if any).
3. Transfers in the
cases specified in clause 4 Article 91 of this Decree shall be carried out
according to the directions of the Prime Minister.
Article
93. Authority to issue transfer decisions
1. The Prime Minister
shall consider issuing transfer decisions in the following cases:
a) Transfer of
investment projects, capital, and assets between wholly state-owned enterprises
falling under the management of different owner’s representative agencies, or
between wholly state-owned enterprises listed in Appendix III enclosed
herewith;
b) Transfer of
capital and assets invested by a wholly state-owned enterprise in joint-stock
companies and limited liability companies to another owner’s representative
agency;
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2. The owner’s
representative agency shall, based on the plan for restructuring of state
capital in enterprises under its management (except for those enterprises
subject to decisions issued by the Prime Minister), consider issuing transfer
decisions in the following cases:
a) Transfer of
investment projects, capital, and assets between wholly state-owned enterprises
falling under the management of the same owner’s representative agency;
b) Transfer of
capital and assets invested by a wholly state-owned enterprise in joint-stock
companies and limited liability companies to the owner’s representative agency
having the power to manage such wholly state-owned enterprise;
c) Transfer of public
service units of a wholly state-owned enterprise to the owner’s representative
agency having the power to manage such wholly state-owned enterprise.
Article
94. Order and procedures for transfer
1. For cases where
the transfer is decided by the Prime Minister:
a) The owner’s
representative agency that wishes to receive the transfer/the owner’s
representative agency of the enterprise that wishes to transfer or receive the
transfer shall prepare a transfer dossier and send it to the owner’s
representative agency of the transferring or receiving enterprise/the receiving
owner’s representative agency to seek their opinions. Such transfer dossier
includes:
a1) A written request
for transfer, indicating clear explanations about the objectives, necessity,
and socio-economic efficiency of the transfer or receipt of the transfer,
issues requiring further consideration, and rights and responsibilities of the
parties;
a2) Documents on the
public service unit, investment project, capital or asset to be transferred;
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a4) A report on
assessment of the financial status and production and business performance of
the wholly state-owned enterprise, accompanied with its audited financial
statements of the year preceding the year in which the transfer decision is
issued; A report on assessment of the financial status and production and
business performance of the enterprise in which the wholly state-owned enterprise
holds shares or stakes, accompanied with such enterprise’s audited financial
statements of the year preceding the year in which the transfer decision is
issued; A report on assessment of the operational and financial status of the
public service unit for the year preceding the year in which the transfer
decision is issued; A report on assessment of impacts of the transfer or
receipt of the transfer on the transferring and receiving enterprises/owner’s
representative agencies;
b) Within 20 working
days from its receipt of the written request for opinions from the requesting
owner’s representative agency, the requested owner’s representative agency
shall give its opinions on the transfer dossier.
If the owner’s
representative agency requested to give opinions does not approve the requested
transfer, it shall give a written response clearly stating the reasons therefor
within 15 working days from its receipt of the written request for opinions
from the requesting owner’s representative agency;
c) Within 30 working
days from the date of receipt of the opinions given by the requested owner’s
representative agency, the owner’s representative agency of the enterprise that
wishes to transfer or receive the transfer/the receiving owner’s representative
agency shall complete the transfer dossier, and send it to seek opinions from
the Ministry of Finance (regarding the financial plan upon transfer) and other
relevant authorities (if necessary) for consolidating and submitting to the
Prime Minister for consideration and decision;
d) The transfer shall
be carried out after the Prime Minister issues a transfer decision:
d1) Parties engaged
in the transfer shall include: the transferring and receiving owner’s
representative agencies; the transferring enterprise and the receiving
enterprise; and other relevant organizations and individuals involved in the
transfer of public service unit, investment project, capital, and assets of the
enterprise in accordance with regulations.
d2) Based on the
transfer dossier, the owner’s representative agency of the transferring
enterprise shall direct its specialized departments to cooperate with the
enterprise in verifying the information and figures contained in the transfer
dossier; prepare a transfer record, including the following contents: the
transfer date, the value of capital and assets transferred, rights,
obligations, and responsibilities of the transferring and receiving parties,
issues requiring further consideration, and obligations to the State (if any);
and submit it to the head of the owner’s representative agency or his/her
authorized person for signing.
d3) Within 10 working
days from the date on which the owner’s representative agency of the
transferring enterprise signs the transfer record, the owner’s representative agency
of the receiving enterprise shall confirm its agreement with the contents of,
and countersign, the transfer record.
d4) After the
transfer record is signed, the transferring enterprise shall send the transfer
dossier to the relevant owner’s representative agencies and the receiving
enterprise, and retain one complete set on file.
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a) Transfer of
investment projects, capital, and assets between wholly state-owned enterprises
falling under the management of the same owner’s representative agency:
a1) The enterprise
that wishes to transfer or receive the transfer shall cooperate with the
receiving or transferring enterprise, as the case may be, to agree on the
transfer policy, prepare a transfer dossier and submit it to the owner’s
representative agency. Such transfer dossier includes:
A written request for
transfer, indicating clear explanations about the objectives, necessity, and
socio-economic efficiency of the transfer or receipt of the transfer, issues
requiring further consideration, and rights and responsibilities of the
parties;
A written agreement
on the transfer policy between the transferring enterprise and the receiving
enterprise;
Documents on the
public service unit, investment project, capital or asset to be transferred;
Relevant directives
issued by competent authorities;
A report on
assessment of the financial status and production and business performance of
the enterprise, accompanied with its audited financial statements of the year
preceding the year in which the transfer decision is issued; a report on
assessment of the impacts of the transfer or receipt of the transfer on the
transferring enterprise or the receiving enterprise;
Within 20 working
days from its receipt of the enterprise’s transfer dossier, the owner’s
representative agency shall send it to seek opinions from the same-level
finance authority (regarding the financial plan upon transfer) and other
relevant authorities (if necessary) on the transfer plan. If the owner’s
representative agency does not approve the requested transfer, it shall give a
written response clearly stating the reasons therefor within 15 working days
from its receipt of the transfer dossier submitted by the enterprise.
Based on written
opinions given by the same-level finance authority and other relevant
authorities (if any), the owner’s representative agency shall issue a transfer
decision. Such a transfer decision shall include the following contents:
quantity and value of the assets to be transferred; the transfer date;
financial settlement and accounting arrangements of the parties; the issues
requiring further consideration; rights, obligations, and responsibilities of
the parties.
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Parties engaged in
the transfer shall include: the owner’s representative agency; the transferring
enterprise and the receiving enterprise; and other relevant organizations and
individuals involved in the transfer of public service unit, investment
project, capital, and assets of the enterprise in accordance with regulations.
Based on the transfer
dossier, the owner's representative agency shall direct its specialized
departments to cooperate with the enterprises involving the transfer in
verifying the information and figures contained in the transfer dossier;
prepare a transfer record, and submit it to the head of the owner's
representative agency or his/her authorized person for signing.
After the transfer
record is signed, the transferring enterprise shall send the transfer dossier
to the relevant owner’s representative agency and the receiving enterprise, and
retain one complete set on file;
b) Transfer of
capital and assets invested by a wholly state-owned enterprise in a joint-stock
company or limited liability company to the owner’s representative agency
having the power to manage such wholly state-owned enterprise:
b1) The owner’s
representative agency shall direct the wholly state-owned enterprise to prepare
a transfer dossier which includes:
A written request for
transfer, indicating clear explanations about the objectives, necessity, and
socio-economic efficiency of the transfer, issues requiring further
consideration; rights and responsibilities of the transferring enterprise and
the owner’s representative agency;
A report on
assessment of the financial status and production and business performance of
the transferring enterprise, accompanied with its audited financial statements
of the year preceding the year in which the transfer decision is issued; a
report on assessment of the impacts of the transfer and receipt of the transfer
on the transferring enterprise and the owner’s representative agency;
A report on
assessment of the financial status and production and business performance of
the enterprise in which the transferring enterprise holds shares/stakes,
accompanied with its audited financial statements of the year preceding the
year in which the transfer decision is issued;
Relevant directives
concerning the transfer issued by competent authorities (if any);
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c) Transfer of a
public service unit of a wholly state-owned enterprise to the owner’s
representative agency having the power to manage such wholly state-owned
enterprise:
c1) The owner’s
representative agency shall direct the wholly state-owned enterprise to prepare
a transfer dossier which includes:
A written request for
transfer, indicating clear explanations about the objectives, necessity, and
socio-economic efficiency of the transfer, issues requiring further consideration;
rights and responsibilities of the transferring enterprise and the owner’s
representative agency;
A report on
assessment of the financial status and production and business performance of
the transferring enterprise, accompanied with its audited financial statements
of the year preceding the year in which the transfer decision is issued; a
report on assessment of the impacts of the transfer and receipt of the transfer
on the transferring enterprise and the owner’s representative agency;
Relevant directives
concerning the transfer issued by competent authorities (if any);
c2) Within 20 working
days from its receipt of the transfer dossier, the owner's representative
agency shall direct its specialized departments to cooperate with the
enterprise in verifying the information and figures contained in the transfer
dossier; and reporting to the owner’s representative agency for issuing a
transfer decision. Such a transfer decision shall include the following
contents: information about the public service unit to be transferred; the
transfer date; financial settlement by the public service unit (if any); the
issues requiring further consideration; rights, obligations, and
responsibilities of the parties.
Article
95. Financial settlement upon transfer
The financial
settlement in the transfer cases specified in Article 91 of this Decree shall
be carried out according to the following principles:
1. The transfer shall
be conducted on an “as-is” basis according to the value recorded in accounting
books; any increase or decrease in the owners’ equity shall be recognized based
on the book value of shares, stakes, and assets at the enterprise.
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Section
2. Transfer of share purchase rights, pre-emptive rights to purchase shares,
and rights to purchase stakes between owner’s representative agencies and
wholly state-owned enterprises
Article
96. Cases of transfer
1. Transfer of share
purchase rights, pre-emptive rights to purchase shares, or rights to purchase
stakes in respect of the state capital in an enterprise (hereinafter referred
to as “rights to purchase shares/stakes”) from the owner’s representative
agency to a wholly state-owned enterprise under its management.
2. Transfer of rights
to purchase shares/stakes from the owner’s representative agency to a wholly
state-owned enterprise performing the function of investing and trading state
capital.
3. Transfer of rights
to purchase shares/stakes in an enterprise in which the transfer of rights of
representation of state capital is in progress as prescribed in clause 2
Article 82 of this Decree to the receiving enterprise that is a wholly
state-owned enterprise.
4. Other cases of
transfer as directed by the Prime Minister.
Article
97. Principles and authority to issue transfer decisions, and post-transfer
management mechanism
1. In cases where the
owner’s representative agency does not exercise the rights to purchase
shares/stakes for the purpose of additional investment of state capital as
prescribed, the owner’s representative agency shall consider issuing a decision
to transfer such rights to purchase shares/stakes to a wholly state-owned
enterprise under its management or a wholly state-owned enterprise performing
the function of investing and trading state capital as prescribed in clause 1
Article 98 of this Decree, ensuring compliance with the time limit for
exercising such rights as notified by the enterprise. The transfer of rights to
purchase shares/stakes shall be carried out without payment.
2. In cases where the
enterprise in which the owner’s representative agency holds shares/stakes
operates in sectors or fields in which the State is required to continue
investing capital according to the criteria for classification of state-owned
enterprises and state-invested enterprises, the enterprise receiving the rights
to purchase shares/stakes shall exercise such rights, manage and account for
them in accordance with regulations.
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Article
98. Order and procedures for transfer
1. Based on the
notification of exercise of rights to purchase shares/stakes give by the
enterprise in which the owner’s representative agency holds shares/stakes, and
the receiving enterprise's report on its financial status and ability to
balance funding sources, the owner’s representative agency shall issue a
Decision on transfer of rights to purchase shares/stakes.
2. Based on the
Decision on transfer of rights to purchase shares/stakes issued by the owner’s
representative agency, the receiving enterprise shall exercise such rights to
purchase shares/stakes according to the issuance plan of the enterprise in
which the owner’s representative agency holds shares/stakes, or carry out the
transfer of such received rights to purchase shares/stakes in accordance with
the Government’s regulations on management and investment of state capital in
enterprises.
Chapter VIII
IMPLEMENTATION
Article
99. Effect
This Decree comes
into force from February 13, 2026, and supersedes the following:
1. The Government’s
Decree No. 126/2017/ND-CP dated November 16, 2017;
2. Article 1 of the
Government’s Decree No. 140/2020/ND-CP dated November 30, 2020.
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4. Article 8, clause
2 Article 17 of the Government’s Decree No. 10/2019/ND-CP dated January 30,
2019.
Article 100. Transition
1. An enterprise for
which a decision to announce the enterprise value has been issued before the
effective date of this Decree but whose equitization plan has not yet been
approved shall continue to formulate and submit such equitization plan to the competent
authority for approval, and to implement such equitization plan in accordance
with this Decree.
Enterprises specified
in clause 1 Article 28 of this Decree shall be subject to audit by the State
Audit Office of Vietnam and must adjust their announced enterprise values in
the event of any discrepancies.
2. The equitization
plans which have been approved by competent authorities in accordance with
regulations of law before the effective date of this Decree shall still remain
valid. Settlement of financial issues and final settlement of proceeds earned
from equitization as at the date on which the joint-stock company is issued
with the initial certificate of registration of joint-stock company shall
comply with provisions of this Decree.
3. An enterprise’s
plan for offering of shares to strategic investors which has been approved by a
competent authority before the effective date of this Decree shall continue to
be implemented. Regarding the remaining shares (i.e. difference between the
number of shares actually offered to strategic investors and the total number
of shares to be offered to strategic investors under the approved equitization
plan), the owner’s representative agency shall issue a decision on adjustment
of the charter capital and its structure before the first GMS is held in order
to proceed with further transfer of capital in accordance with applicable
regulations of law on transfer of state capital invested in joint-stock
companies.
4. If an enterprise
has completed the equitization process and has been converted into a
joint-stock company before the effective date of this Decree but its
equitization final settlement documentation has not yet been approved as at the
official date of conversion into a joint-stock company, the following provisions
shall apply:
a) Before December
31, 2028, pursuant to regulations of law in force at the issue date of initial
certificate of registration of joint-stock company (including their amendments,
if any), the owner’s representative agency shall take charge of and cooperate
with relevant agencies in settling financial issues to serve the consideration
and issuance of decisions on approval of the financial statements as at the
official date of conversion into a joint-stock company, the final settlement of
equitization costs, the final settlement of payment of benefits paid to
redundant employees, the final settlement of proceeds from the equitization,
and a decision to announce the actual state capital value as at the issue date
of initial certificate of registration of joint-stock company, and in directing
the transfer to the joint-stock company;
b) In the case of
equitization of a grade-II enterprise, the Board of Members/Company’s President
of the grade-I enterprise shall play the leading role in settling, and making
final settlement of and decisions on the matters specified in point a clause 4
of this Article;
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d) For an enterprise
subject to audit as prescribed in clause 1 Article 26 of Decree No.
126/2017/ND-CP, pursuant to regulations of law in force at the date on which
the joint-stock company is issued with the initial certificate of registration
of joint-stock company, the owner’s representative agency (in the case of
equitization of a grade-I enterprise) or the Board of Members/Company’s
President of the grade-I enterprise (in the case of equitization of a grade-II
enterprise) shall be responsible for playing the leading role and cooperating
with relevant authorities in settling the enterprise’s financial issues.
Upon completion of
the inspection and settlement of the enterprise’s financial issues, the owner’s
representative agency/the Board of Members/Company’s President of grade-I
enterprise shall send a written request, accompanied with relevant documents,
to the State Audit Office of Vietnam to conduct an audit of the equitization
final settlement documentation, including: the financial statements as at the
official date of conversion into a joint-stock company, the final settlement of
equitization costs, the final settlement of payment of benefits paid to
redundant employees, the final settlement of proceeds from the equitization,
and the actual state capital value as at the official date of conversion into a
joint-stock company. The State Audit Office of Vietnam shall conduct an audit
of the equitization final settlement documentation upon receipt of the request
from the owner’s representative agency. The time limit for completing the audit
and announcing the audit results shall comply with the Law on State Audit and
the procedures of the State Audit Office of Vietnam.
The equitized
enterprise and the owner’s representative agency/the Board of Members/Company’s
President of grade-I enterprise shall be responsible for providing explanations
and adequate relevant documents to ensure the completeness and accuracy of the
documents relating to the final settlement of equitization, and the settlement
of financial issues prior to the approval of the final settlements, at the
request of the State Audit Office of Vietnam.
Based on the audit
results given by the State Audit Office of Vietnam, the owner’s representative
agency/the Board of Members/Company’s President of grade-I enterprise shall
consider issuing a decision to announce the actual value of state capital/the
capital of grade-I enterprise in grade-II enterprise as at the official date of
conversion into a joint-stock company, and determine any additional amounts
required to be paid to the state budget or to the parent company - a wholly
state-owned enterprise (if any), and direct the transfer to the joint-stock
company.
5. Proceeds earned
from the equitization of grade-II enterprise that remain after deducting the
equitization costs as prescribed shall be recorded as the financial results of
grade-I enterprise, except for the following amounts which must be paid to the
state budget:
a) Proceeds earned
from the equitization of grade-II enterprise that has been officially converted
into a joint-stock company before April 01, 2022 (the effective date of the
Government’s Decree No. 148/2021/ND-CP dated December 31, 2021);
b) Proceeds from
initial offering of shares that are earned before April 01, 2022 (after deducting
payment of benefits to redundant employees, equitization costs, the value of
additionally issued shares calculated at face value, and the book value of
shares offered corresponding to the grade-I enterprise’s capital invested in a
grade-II enterprise).
6. Unused amounts of
enterprise arrangement support funds of parent companies of economic groups,
parent companies of state corporations, and parent companies within parent
company-subsidiary groups as at December 31, 2017 (including receivables and
unused amounts in cash) shall be transferred to the state budget of appropriate
level in accordance with applicable regulations on hierarchical management of
state budget. The parent company that has obtained a competent authority’s
approval for use of its enterprise arrangement support fund to make an increase
in its charter capital before the effective date of this Decree shall be
entitled to retain the unused amount of its enterprise arrangement support fund
to increase its charter capital according to the approved plan.
7. Regarding land use
plans as at the effective date of this Decree:
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b) In cases where an
enterprise has not yet been officially converted into a joint-stock company,
and its land use plan has not been approved, the approval of such land use plan
shall not be continued. The equitized enterprise shall prepare a Land Use
Status Report in respect of the land areas under its management and use in
accordance with regulations of law after its conversion into a joint-stock
company on the principle that the land use purposes shall remain unchanged, and
submit it to the owner’s representative agency for approval (in the case of a
grade-I enterprise) or to the Board of Members/Company’s President of grade-I
enterprise (in the case of grade-II enterprise).
8. With regard to
shares sold to the trade union of the equitized enterprise before the effective
date of this Decree, the trade union of the equitized enterprise shall continue
holding such shares and shall not transfer them within 03 years from the
official date of conversion into a joint-stock company.
9. Where, as at the
date of enterprise valuation, there remains an unused amount in cash of the
bonus fund for managers and controllers, the equitized enterprise shall use
such amount for paying bonuses as prescribed.
The amount that
remains after paying bonuses shall be reported by the equitized enterprise to
the owner’s representative agency for considering and deciding to transfer it
to the state budget of appropriate level in accordance with applicable
regulations on hierarchical management of state budget.
10. Regarding
enterprises that have completed their initial share offering prior to the
effective date of this Decree:
a) Where an
enterprise satisfies listing conditions as prescribed by the Law on securities,
it must complete listing procedures within 90 days from the effective date of
this Decree;
b) Where an
enterprise does not satisfy listing conditions but qualifies as a public
company as prescribed by the Law on securities, it must register for trading on
the UPCOM system in accordance with the Law on securities within the time limit
specified in point a of this clause;
c) Where an
enterprise does not qualify as a public company, it is not required to register
for trading on the UPCOM system.
11. Where the
reorganization plans for enterprises undergoing reorganization in the forms
prescribed in Chapter III and Chapter IV have been approved by competent
authorities in accordance with regulations of law before the effective date of
this Decree, such enterprises shall continue to implement the approved plans.
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Article 101. Responsibility for implementation
1. The Prime Minister
shall:
a) Decide criteria
for classification of state-owned enterprises and state-invested enterprises
for restructuring of state capital at the request of the Ministry of Finance,
on the basis of ensuring the following principles:
a1) Classification
criteria must be consistent with the Communist Party’s guidelines and policies
on arrangement, renovation, and enhancement of operational efficiency of
state-owned enterprises.
a2) The sectors and
fields in which the State invests and holds capital must comply with the
provisions of Law No. 68/2025/QH15 and documents providing guidelines thereon.
a3) The restructuring
of state capital must ensure alignment with the objectives of improving
business efficiency, enhancing production and business capacity and
competitiveness of enterprises, ensuring efficiency, preservation and
development of state capital, and preventing dispersion, wastefulness, and loss
of state capital and assets.
a4) In cases where
specialized laws provide for the ratios of state capital in enterprises, such
provisions of specialized laws shall prevail.
b) Based on the
criteria for classification of state-owned enterprises and state-invested
enterprises, as well as the socio-economic development objectives and tasks for
each period, approve the 05-year plan for restructuring of state capital in
enterprises listed in Appendix III enclosed herewith, on the basis of the
Ministry of Finance’s reports consolidating proposals from the owner’s
representative agencies.
2. Each owner’s
representative agency shall:
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b) Propose plans for
restructuring of state capital in enterprises in the cases specified in clause
3 Article 82, clause 4 Article 91, and clause 4 Article 96 of this Decree; seek
opinions about such plans from the Ministry of Finance prior to reporting them
to the Prime Minister for consideration and decision. The Ministry of Finance
shall provide specific opinions on such plans proposed by the owner’s
representative agency; in cases of disagreement, the reasons must be clearly
stated.
3. Each state-owned
enterprise shall, based on the criteria for classification of state-owned
enterprises and state-invested enterprises, as well as the socio-economic
development objectives and tasks for each period, approve the 05-year plan for
restructuring of capital in the enterprises to which it makes capital
contributions according to the forms of capital restructuring prescribed in
this Decree and relevant laws.
4. Ministry of
Finance, Ministry of Home Affairs, the State Bank of Vietnam and other relevant
authorities shall, within the ambit of their assigned functions and tasks, be
responsible for providing guidance on the implementation of this Decree.
The Government
authorizes the Minister of Finance to provide guidance on the implementation of
this Decree in accordance with Article 61 of the Law on Promulgation of
Legislative Documents.
5. Where any
difficulties or issues arise in relation to the matters within the scope of
this Decree but are not yet provided for, and fall under the Government’s
jurisdiction pursuant to the Law No. 68/2025/QH15, the Ministry of Finance
shall, on the basis of proposals from owner’s representative agencies, prepare
and submit consolidated report on such difficulties or issues to the Government
for consideration and decision.
6. Ministers, heads
of ministerial-level agencies, heads of Governmental agencies, Chairpersons of
People’s Committees of provinces or central-affiliated cities, and enterprises,
direct state owner’s representatives, and state capital representatives shall
be responsible for the implementation of this Decree./.
ON BEHALF OF THE GOVERNMENT
PP. PRIME MINISTER
DEPUTY PRIME MINISTER
Ho Duc Phoc
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APPENDIX I
PROCEDURES
FOR SELECTION OF STRATEGIC INVESTORS OF AN EQUITIZED ENTERPRISE
(Enclosed with the Government’s Decree No. 57/2026/ND-CP dated
February 12, 2026)
Procedures for selection of
strategic investors of an equitized enterprise include the following steps:
Step 1. Based on the scale
of charter capital, the nature of business lines, and the enterprise’s
expansion and development requirements, the Steering Board shall direct the
Assisting Team to cooperate with the enterprise and the consulting firm (if
any) to formulate the selection criteria, the percentage of shares to be
offered, and the objectives of offering of shares to strategic investors for
inclusion in the equitization plan.
If the equitized enterprise is
engaging in conditional business lines according to regulations of the law on
investment, due consideration shall be given, when formulating the selection
criteria, to the requirement that strategic investors operate in the same main
business lines as the enterprise.
Step 2. The Steering Board
shall appraise the plan for offering of shares to strategic investors, and
submit such plan, together with the appraisal report, to the competent
authority for approval (clearly stating the selection criteria, the percentage
and selling price of shares to be offered to strategic investors).
Step 3. Within 05 working
days from the date on which the equitization plan is approved by the competent
authority, the equitized enterprise shall carry out public disclosure on mass
media (in both English and Vietnamese) of the contents relating to the offering
of shares to strategic investors of the equitized enterprise, including:
- Particulars of the enterprise;
- Purpose of the selection of
strategic investors;
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- Percentage of shares to be
offered to strategic investors;
- Rights and obligations of
strategic investors of the equitized enterprise (as prescribed in Article 8 of
this Decree);
- Application for registration as a
strategic investor;
- Deadline and place for
application submission.
Step 4. Within 20 days from
the date of the public disclosure of information, the equitized enterprise
shall review the received applications for registration as a strategic
investor, compile the list of strategic investors eligible to purchase shares,
and submit it to the Steering Board for reporting to the owner’s representative
agency to issue an approval decision. The equitized enterprise shall inform
strategic investors to enable them to make arrangements to review and consult
on matters related to the business operations, financial position, and other
relevant aspects of the equitized enterprise.
The selection of strategic
investors eligible to purchase shares shall be completed before the public
auction of shares is held.
Step 5. Based on the list of
strategic investors approved by the owner’s representative agency, the Steering
Board shall develop the plan for offering of shares to strategic investors and
organize its implementation in accordance with the provisions of Clause 3
Article 8 of this Decree.
Step 6. Based on the results
of the offering of shares to strategic investors, the equitized enterprise
shall compile and submit a consolidated report to the owner’s representative agency
for consideration, conclude official agreements with the successful strategic
investors, and transfer the proceeds earned from the offering of shares to
strategic investors to the state budget as prescribed in Article 40 of this
Decree./.
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TEMPLATE
FOR PUBLIC DISCLOSURE OF INFORMATION ON MAJOR TRANSFERS
(Enclosed with the Government’s Decree No. 57/2026/ND-CP dated
February 12, 2026)
Form
No. 01
Disclosure of information on
transfer of share capital of…… (Name of the organization owning the capital
to be transferred)
Form
No. 02
Record of auction results
Form
No. 01
DISCLOSURE
OF INFORMATION
ON TRANSFER OF SHARE CAPITAL OF……
(Name
of the organization owning the capital to be transferred)
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INVESTED
IN …….JOINT-STOCK COMPANY
(Name
of the joint-stock company in which the share capital is to be transferred)
TABLE
OF CONTENTS
ITEMS
Page
Organizations mainly responsible
for the contents of the Disclosure of Information
Definitions
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Particulars of the organization
owning the capital to be transferred (“Transferor”)
Overview and characteristics of
the joint-stock company in which the capital is to be transferred
Plan for organization of the
capital transfer
Purpose of the capital transfer
Partners involved in the capital
transfer
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Transferor’s report on
transferor-related information in the Disclosure of Information
Signature and seal of the
Transferor’s representative
CONTENTS
OF DISCLOSURE OF INFORMATION
I. ORGANIZATIONS MAINLY
RESPONSIBLE FOR THE CONTENTS OF THE DISCLOSURE OF INFORMATION
1. Transferor
Mr./Mrs.: .........………………………………………………
Position:……., acting as the representative of the owner’s representative agency
(in case of transfer of state capital).
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2. Consulting firm (if any)
II. DEFINITIONS
(Any terms, abbreviations, or
expressions which are difficult to understand or may cause misunderstanding in
the Disclosure of Information must be clearly defined)
III. Transferor’s
particulars
1. Name of the Transferor
2. Relationship with the
joint-stock company in which the capital is to be transferred (if any).
3. Number of shares owned: …..
shares (accounting for ….% of the total shares issued, according to the paid-in
capital of the charter capital).
IV. OVERVIEW AND CHARACTERISTICS
OF THE JOINT-STOCK COMPANY IN WHICH THE CAPITAL HELD BY THE STATE-OWNED
ENTERPRISE OR THE STATE CAPITAL IS TO BE TRANSFERRED
1. Summary of the establishment and
development process.
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3. Income statement for the past 02
years and cumulative to the latest quarter.
Items
Year
X-1
Year
X
Increase/Decrease
(%)
Cumulative
to the latest quarter (if any)
Total assets/Net revenue
Operating profit
Other profits
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After-tax profit
Percentage of profit allocated
for dividend payment
4. Key financial indicators
Indicators
Year
X-1
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Notes
1. Liquidity indicators
+ Current ratio:
Current assets/Current liabilities
+ Quick ratio:
(Current assets - Inventories)/Current liabilities
2. Capital structure indicators
+ Total liabilities to total
assets ratio
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3. Profitability indicators
+ After-tax profit/Net revenue
ratio
+ After-tax profit/Equity ratio
+ After-tax profit/Total assets
ratio
+ Operating profit/Net revenue
ratio
+ After-tax profit/Share capital
ratio
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5. Plan for profit and dividend distribution
for the next year
Indicators
Year
X+1
Planned
value
Increase/Decrease,
compared to year X (%)
Net revenue or interest income
and equivalent incomes
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After-tax profit
After-tax profit/Net revenue
ratio
After-tax profit/Equity ratio
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Dividend payout ratio
Note: Grounds for
attaining the above-mentioned planned profit and dividend values are specified.
6. Information on the Company’s outstanding
commitments (including convertible bonds, land lease contracts, etc.).
7. Information on disputes and
lawsuits involving the Company which may affect the price of shares to be
transferred (if any).
V. INFORMATION ON ORGANIZATION
OF THE CAPITAL TRANSFER
1. Type of shares:
2. Face value:
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4. Starting price for conducting
the auction:
5. Method/grounds for determining
the starting price:
6. Capital transfer method:
7. Auction enterprise/organization:
8. Deadline for completion of the
capital transfer:
9. Planned deadline for share
subscription: as specified in the Rules of auction, etc.
10. Foreign shareholding restrictions
(which must comply with provisions of specialized laws and relevant
international agreements).
11. Restrictions on the capital
transfer (if any).
12. Relevant taxes (including
income tax and other taxes associated with the shares offered).
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VI. PURPOSE OF THE
CAPITAL TRANSFER (clearly stating that the capital transfer is for the
purpose of implementing the plan for restructuring of state capital/capital of
state-owned enterprise, or for other business reasons/purposes).
VII. PARTNERS
INVOLVED IN THE CAPITAL TRANSFER (specifying all organizations with
responsibilities and authority related to the organization of the capital
transfer under the rules of auction)
VIII. TRANSFEROR’S
REPORT ON TRANSFEROR-RELATED INFORMATION IN THE DISCLOSURE OF INFORMATION (unless
the joint-stock company in which the capital is to be transferred fails to provide
the transferor-related information at the transferor’s request)
IX. DATE, SIGNATURE
AND SEAL OF THE TRANSFEROR’S REPRESENTATIVE OR THE AUTHORIZED OR ASSIGNED ORGANIZATION
OR INDIVIDUAL./.
Form
No. 02
RECORD
OF AUCTION RESULTS
THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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RECORD
OF RESULTS
OF THE AUCTION OF SHARES OF……………(name of the Company)
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- Pursuant to ………………………………………………………………………….;
- Pursuant to
………………………………………………………………………….;
The Auction organization/Auction
council (if established) in charge of conducting the auction for transfer of
the share capital of (the transferor's name) in the joint-stock company hereby
notifies the auction results as follows:
I. TIME AND VENUE FOR HOLDING
THE AUCTION
II. ENTITIES
PARTICIPATING IN THE AUCTION
1. The auction council (if
established)
2. Representative of the auction
organization:
3. The Transferor’s representative
(or the authorized or assigned organization or individual):
4. Bidders (accompanying a list of
bidders)
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IV. THE PROCESS OF
AUCTION: (The auction organization/Auction council shall briefly
outline the steps taken in conducting the auction)
V. STATUS AND RESULTS OF THE
AUCTION:
1. Total bidders:
2. Total shares validly subscribed
for:
3. Starting price:
4. Highest bid:
5. Lowest bid:
6. Average successful bid:
No.
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Number
of citizen identification card or
business
registration certificate
Number
of shares subscribed for
(1)
Bid
submitted
(1)
Number
of shares offered (2)
Successful
bid (2)
1
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2
Bidder
B
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3
Bidder
C
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Notes:
(1) List all bidders (including unsuccessful
bidders) in descending order of their bids.
(2) List only successful bidders.
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This record is made at…..[time],
on........[date], at.......[location], and has been unanimously agreed upon by the
parties./.
REPRESENTATIVE
OF THE OWNER’S REPRESENTATIVE AGENCY TRANSFERRING THE CAPITAL, OR THE
AUTHORIZED OR ASSIGNED ORGANIZATION OR INDIVIDUAL
REPRESENTATIVE
OF THE AUCTION ORGANIZATION
REPRESENTATIVE
OF THE AUCTION COUNCIL
(If any)
APPENDIX III
LIST
OF ENTERPRISES IN WHICH RESTRUCTURING OF STATE CAPITAL IS SUBJECT TO DECISION
OF THE PRIME MINISTER
(Enclosed with the Government’s Decree No. 57/2026/ND-CP dated
February 12, 2026)
1. Vietnam National Industry -
Energy Group (Petrovietnam);
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3. Military Industry - Telecoms
Group (Viettel Group);
4. Vietnam National Petroleum Group
(Petrolimex);
5. Vietnam National Chemical Group
(Vinachem);
6. Vietnam Rubber Group (VRG);
7. Vietnam National Coal and
Mineral Industries Group (Vinacomin);
8. Vietnam Posts and
Telecommunications Group (VNPT);
9. Vietnam Airlines Corporation
(Vietnam Airlines);
10. Vietnam Maritime Corporation
(VIMC);
11. Vietnam Railway Corporation
(VNR);
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13. Airports Corporation of Vietnam
(ACV);
14. Vietnam National Coffee
Corporation (Vinacafe);
15. Vietnam Southern Food
Corporation (Vinafood II);
16. Vietnam Northern Food
Corporation (Vinafood I);
17. Vietnam Forest Corporation
(Vinafor);
18. State Capital Investment
Corporation (SCIC);
19. Baoviet Holdings;
20. Vietnam Bank for Agriculture
and Rural Development (Agribank);
21. Other enterprises as decided by
the Prime Minister./.