Circular No. 05/2022/TT-BTC guides the restructuring of enterprises not meeting the conditions for shareholding reform and the transfer of blocks of shares accompanied by receivables of state-owned enterprises holding 100% of the charter capital with the function of buying, selling, and handling debts.

2. Enterprises after financial processing and revaluation according to Decree No. 126/2017/NĐ-CP and Decree No. 140/2020/NĐ-CP where the actual value of the enterprise is lower than the amount of debts owed by the enterprise (hereinafter referred to as restructured enterprises).

3. Ministries, ministerial-level agencies, government-affiliated agencies, State Capital Corporation; People's Committees of provinces and centrally-administered cities authorized by the Government to exercise rights and responsibilities of state owners towards enterprises established by themselves or entrusted to manage and exercise rights and responsibilities over state capital invested in joint-stock companies and limited liability companies with two or more shareholders (hereinafter referred to as State Owner Representative Agencies).

4. Creditors participating in restructuring.

5. Joint-stock companies with contributions and receivables from debt trading enterprises.

6. Auction organizations.

7. Investors participating in purchasing blocks of shares accompanied by receivables.

8. Other organizations and individuals related to the transfer of blocks of shares accompanied by receivables.

Article 3. Explanation of Terms

2. "Cost of debt purchase" means the cost of purchasing debt, including the purchase price of the debt plus (+) related costs associated with purchasing the debt.

3. "Debt relief" means a measure to eliminate part of the debtor's obligation to repay debt in accordance with the law.

4. "Creditor" means credit institutions, economic organizations, individuals, and other civil transaction subjects entitled to demand repayment of debt.

5. "Creditors participating in restructuring" means creditors of restructured enterprises who participate in the restructuring process to convert the enterprise into a joint-stock company.

6. "Organizations with appraisal functions" means enterprises established and operating in Vietnam in accordance with the law and licensed by the Ministry of Finance to conduct business in asset valuation services in accordance with the law on prices and appraisals.

7. "Transfer of blocks of shares accompanied by receivables" means the simultaneous transfer of blocks of shares and receivables of debt trading enterprises to other enterprises through methods of capital transfer prescribed in the Law on Management and Use of State Capital for Investment in Production and Business Operations at Enterprises (hereinafter referred to as Law No. 69/2014/QH13).

8. "Auction organization" includes securities exchanges, securities companies, property auction service centers, and property auction enterprises in accordance with the law on property auctions.

9. "Unsuccessful auction/bid competition" includes the following cases:

a) The registration period has expired without any investor registering to participate in the auction/bid competition or only one investor has registered to participate in the auction/bid competition;

b) After paying the deposit, by the end of the bid submission period, no investor has submitted a bid for the auction/bid competition;

c) No investor bids at the auction/bid competition or the highest bid is still lower than the starting price;

d) All investors bidding the highest price refuse to buy or refuse to vote in secret ballot;

e) The winning bidder refuses to buy;

f) All investors violate the rules of the auction/bid competition regulations.

Chapter II

RESTRUCTURING OF ENTERPRISES

Article 4. Principles for Corporate Restructuring

1. The restructuring plan shall be implemented on the principle of mutual agreement between the enterprise's representative body and the Vietnam Asset Management Company Limited (hereinafter referred to as the Vietnam Asset Management Company) and/or participating creditors (a record of agreement among the parties shall be established). The Vietnam Asset Management Company has the right to proactively negotiate debt purchases with creditors and propose a corporate restructuring plan in accordance with the provisions of the law.

2. The Vietnam Asset Management Company shall only decide to purchase debts after reaching an agreement and consensus with the representative body and obtaining results from negotiations with the creditors of the restructuring enterprise. The debt purchase plan for corporate restructuring must ensure feasibility, effective capital recovery, and sufficient surplus between the purchase cost of the debt and the book value of the debt to handle financial matters and successfully convert the enterprise into a joint-stock company as prescribed.

3. In cases where the debt purchase plan for corporate restructuring is not feasible and effective, the State Capitalization/Restructuring Steering Committee shall report to the representative body for consideration and decision on alternative conversion forms in accordance with the law.

4. Apart from the contents stipulated in this Circular, the restructuring enterprise, the Vietnam Asset Management Company, and related agencies shall implement according to the provisions of Decree No. 126/2017/ND-CP, Decree No. 140/2020/ND-CP, Decree No. 129/2020/ND-CP, and any amended or supplemented documents (if applicable).

Article 5. Procedures for Corporate Restructuring

1. Developing the Restructuring Plan

a) Implementing the plan to transform the enterprise into a joint-stock company:

- Establishing the State Capitalization/Restructuring Steering Committee and the Working Group.

- Preparing necessary documents and materials.

- Approving the budget for capitalization costs and deciding on the selection of advisory services for capitalization.

- Organizing asset inventory, handling financial issues, and determining the enterprise's value in accordance with Decree No. 126/2017/ND-CP, Decree No. 140/2020/ND-CP, Circulars guiding the Ministry of Finance, and any amended or supplemented documents (if applicable).

- Determining and announcing the enterprise's value.

- Deciding and requesting the Vietnam Asset Management Company and other creditors to participate in the restructuring.

b) Completing the restructuring plan for submission to the representative body for approval.

2. Implementing the Restructuring Plan.

3. Completing the Transformation of the Enterprise into a Joint-Stock Company.

a) Organizing the First Shareholders' Meeting and registering the enterprise.

b) Organizing settlement and handover between the restructuring enterprise and the joint-stock company.

Article 6. Financial Handling of Restructured Enterprises

1. Financial Handling when Determining Enterprise Value

The restructuring enterprise shall handle finances when determining the enterprise value in accordance with Decree No. 126/2017/ND-CP, Decree No. 140/2020/ND-CP, and Circular No. 46/2021/TT-BTC dated June 23, 2021, issued by the Ministry of Finance guiding certain aspects of financial handling and determining the enterprise value when transferring state-owned enterprises and wholly-owned limited liability companies invested by state-owned enterprises into joint-stock companies (hereinafter referred to as Circular No. 46/2021/TT-BTC) and any amended or supplemented documents (if applicable).

2. Financial Handling According to the Restructuring Plan

a) Principles of Financial Handling:

- Financial handling for the restructuring enterprise must be linked to the approved restructuring plan by the representative body. Debt reduction must be tied to the Vietnam Asset Management Company's conversion of debt and assets into equity contributions at the enterprise without changing the responsibility of organizations and individuals who caused previous financial losses.

- Ensuring transparency and compliance with legal regulations. If organizations and individuals involved fail to comply with the prescribed system during financial handling, causing capital and asset losses, they will bear the responsibility for compensation and be dealt with according to the law.

b) Contents of Financial Handling:

- At the time of determining the enterprise value, based on the approved restructuring plan by the representative body:

+ The Vietnam Asset Management Company shall consider and reduce the debt repayment obligation up to the maximum negative amount of shareholders' equity as decided by the representative body regarding the determination of the enterprise value minus the debt repayment reduction of other creditors (if any) and not exceeding the difference between the book value of the purchased debt and the purchase cost of the debt at the time of debt repayment reduction decision;

+ Other creditors shall decide to reduce the debt repayment obligation for the restructuring enterprise according to the agreement among the parties.

- From the time of determining the enterprise value to the formal transformation into a joint-stock company, the restructuring enterprise continues to handle finances according to the regulations. Among which:

+ Any profits generated shall be distributed according to current regulations for enterprises with 100% state ownership.

+ The enterprise shall fulfill its obligations to the state budget according to current regulations (if applicable).

+ In case of losses occurring, the representative body shall instruct the restructuring enterprise to clarify the causes and responsibilities of relevant collectives and individuals to take measures to rectify and compensate according to regulations, and the remaining losses shall be considered and further reduced by the Vietnam Asset Management Company and participating creditors if there is still a surplus between the purchase cost of the debt and the book value of the debt.

Article 7. Conversion of debt into share capital and initial public offering

Clause 1. The Vietnam Asset Management Company and participating creditors in enterprise restructuring may convert debt into share capital according to the principle of agreement and approval by the representative body of the owner in the restructuring plan.

Article 8. Handling unsold shares

The restructured enterprise shall be responsible for handling unsold shares in accordance with the provisions of Decree No. 126/2017/NĐ-CP, Decree No. 140/2020/NĐ-CP, and Circular No. 32/2021/TT-BTC. In particular:

Clause 2. If the Vietnam Asset Management Company and participating creditors still do not purchase all the shares offered for sale as stipulated in Clause 1 of this Article, the State Capitalization/Restructuring Steering Committee shall report to the representative body of the owner to adjust the scale and structure of the charter capital to transform the restructured enterprise into a joint-stock company before convening the first General Meeting of Shareholders.

Article 9. Responsibilities of the State Capitalization/Restructuring Steering Committee

The State Capitalization/Restructuring Steering Committee shall perform rights and responsibilities as prescribed in Decree No. 126/2017/NĐ-CP, Decree No. 140/2020/NĐ-CP, Circular No. 32/2021/TT-BTC, and Circular No. 46/2021/TT-BTC, including:

Clause 1. Assist the representative body of the owner or the state-owned enterprise holding 100% of the charter capital (hereinafter referred to as the first-tier enterprise) in directing and organizing the transformation of the restructured enterprise into a joint-stock company when the restructured enterprise is a second-tier enterprise held 100% by the first-tier enterprise.

Clause 2. Review and submit to the representative body of the owner or the first-tier enterprise (in the case where the restructured enterprise is a second-tier enterprise) for approval of the restructuring plan as prescribed in this Circular.

Clause 3. Report to the representative body of the owner or the first-tier enterprise (in the case where the restructured enterprise is a second-tier enterprise) for approval of conversion costs, expenses for surplus labor, staff reduction, and proceeds from capitalization/restructuring that must be remitted.

Clause 4. Inspect and supervise the implementation of the restructuring plan as prescribed in this Circular and related guiding documents.

Article 10. Responsibilities of the representative body of the owner or the first-tier enterprise

The representative body of the owner or the first-tier enterprise (in the case where the restructured enterprise is a second-tier enterprise) shall perform rights and responsibilities as prescribed in Decree No. 126/2017/NĐ-CP, Decree No. 140/2020/NĐ-CP, Circular No. 32/2021/TT-BTC, and Circular No. 46/2021/TT-BTC, including:

Clause 1. Direct the restructured enterprise to cooperate with the Vietnam Asset Management Company and creditors to conduct surveys and assess the current status of the enterprise before participating in restructuring.

Clause 2. Agree with the Vietnam Asset Management Company and creditors on the enterprise restructuring plan through debt resolution as prescribed in this Circular.

Clause 3. Decide to approve the enterprise value and restructuring plan as prescribed in this Circular and other agreed contents with the Vietnam Asset Management Company and participating creditors.

Clause 4. Inspect and supervise the State Capitalization/Restructuring Steering Committee and the restructured enterprise in implementing the restructuring plan.

Article 11. Responsibilities of Enterprises Undergoing Restructuring

1. Shall be responsible for providing complete and accurate information about the enterprise, creating conditions for Vietnam Asset Management Corporation and creditors to study and evaluate the current status of the enterprise before developing a restructuring plan.

2. Shall cooperate with Vietnam Asset Management Corporation and creditors to develop a restructuring plan, submit it for approval by the representative body of the owner or the first-tier enterprise (in the case where the restructuring enterprise is a second-tier enterprise) in accordance with regulations.

3. Shall report to the representative body of the owner or the first-tier enterprise (in the case where the restructuring enterprise is a second-tier enterprise) for consideration and agreement with Vietnam Asset Management Corporation to implement the steps of the restructuring process as stipulated in this Circular when the enterprise has not yet completed financial treatment and revaluation of enterprise value but according to the most recent audited financial report, total assets are lower than liabilities.

4. Shall organize the implementation of the restructuring plan, manage and use funds from shareholding reform/restructuring in accordance with this Circular and related guiding documents. In cases where losses occur due to violations or failure to comply with regulations, the restructuring enterprise and relevant individuals shall bear responsibility for compensation and handling in accordance with the law.

5. At the end of the restructuring process, the enterprise must settle labor surplus support costs, streamlined staffing costs, and conversion expenses, and report to the Steering Committee on Shareholding Reform/Restructuring for approval by the representative body of the owner or the first-tier enterprise (in the case where the restructuring enterprise is a second-tier enterprise).

6. The restructuring enterprise shall fulfill other obligations and responsibilities towards the shareholding reform enterprise as stipulated in Decree No. 126/2017/ND-CP, Decree No. 140/2020/ND-CP, Circular No. 32/2021/TT-BTC, and Circular No. 46/2021/TT-BTC.

Article 12. Responsibilities of Vietnam Asset Management Corporation

1. Shall agree with the representative body of the owner or the first-tier enterprise (in the case where the restructuring enterprise is a second-tier enterprise) and the restructuring enterprise prior to deciding to purchase debts from the creditors of the restructuring enterprise.

2. Shall carry out financial treatment in accordance with the approved restructuring plan by the representative body of the owner or the first-tier enterprise (in the case where the restructuring enterprise is a second-tier enterprise), consistent with the functions, tasks, and authority of Vietnam Asset Management Corporation and the provisions of the law.

3. Shall cooperate with the restructuring enterprise during the organization and implementation of the restructuring plan.

4. Shall appoint representatives of Vietnam Asset Management Corporation's capital contribution at the restructuring enterprise in accordance with regulations.

Article 13. Responsibilities of Creditors Participating in Restructuring

1. Shall cooperate with Vietnam Asset Management Corporation, the representative body of the owner or the first-tier enterprise (in the case where the restructuring enterprise is a second-tier enterprise), and the restructuring enterprise during the organization and implementation of the restructuring plan. Shall carry out financial treatment for the restructuring enterprise in accordance with commitments and the approved restructuring plan.

2. Shall participate in the Steering Committee on Shareholding Reform/Restructuring and the Working Group to implement the restructuring plan (if necessary).

3. Shall appoint representatives of their capital contribution at the restructuring enterprise (if applicable) in accordance with regulations.

Chapter III

TRANSFER OF SHARE PORTFOLIO ACCOMPANIED BY DEBTS DUE

Article 14. Principles for Implementation and Authority to Decide on Transfer

2. At the time of formulating the transfer plan for the package of shares accompanied by receivables, if the expected transfer value is lower than the book value recorded in the financial statements of the debt purchasing business and has been provided for (both the equity contribution and the receivable portion), the decision on the transfer plan for the package of shares accompanied by receivables shall be carried out as follows:

a) If the amount of provision already established is equal to or greater than the difference between the expected receipt value and the book value recorded in the financial statements, the Board of Members or the Chairman of the company decides on the transfer plan for the package of shares accompanied by receivables;

b) If the amount of provision already established is less than the difference between the investment value recorded in the accounting books and the expected transfer value, the Board of Members or the Chairman of the company must report to the representative body of the owner the reasons for the occurrence of the difference for the representative body of the owner to examine and handle the responsibility of organizations and individuals involved in the management of external investments (if any) and decide on the transfer plan for the package of shares accompanied by receivables.

3. The entire quantity of shares offered for sale (the entire or part of the quantity of shares contributed to the business) and the accompanying receivable amount are determined as a package. Investors participating must purchase the entire package of shares accompanied by receivables. Joint-stock companies with equity contributions and receivables from debt purchasing businesses are not allowed to participate in auctions, competitive bidding, or negotiations for the entire package of shares accompanied by receivables of their own business. Investors participating in the purchase of the entire package of shares accompanied by receivables do not need to go through public tender procedures.

5. The transfer of packages of shares accompanied by receivables at joint-stock companies registered for trading/listing on the Stock Exchange shall be conducted through public auction (auction by package). In case the public auction is not successful, it shall be implemented through competitive bidding. In case there is only one investor who is a participant having submitted valid application documents and completed all procedures required for participation in the competitive bidding session according to the rules of the competitive bidding session, the transfer of the package of shares accompanied by receivables shall be carried out through direct negotiation.

6. For Vietnam Asset Management Corporation, the transfer of packages of shares accompanied by receivables shall be carried out in accordance with the provisions of Decree No. 129/2020/NĐ-CP and guiding documents.

Article 15. Starting Price

1. The Board of Members/Chairman (or General Director/Manager according to the delegation) of the debt purchasing business decides on the starting price for transferring the package of shares accompanied by receivables but not lower than the value of the share package plus the value of the receivable amount according to the following principles:

b) The value of the receivable amount to determine the starting price of the package of shares accompanied by receivables shall not be lower than the re-evaluated value performed by the organization with the function of valuation. The determination of the value is carried out in accordance with the laws on valuation and related laws.

2. Using a single starting price to implement the transfer of the package of shares accompanied by receivables through the methods stipulated in this Circular must ensure that the maximum period does not exceed six months from the date the valuation certificate becomes effective to the date of announcing the winning bid for the transfer of the package of shares accompanied by receivables (for public auction and competitive bidding methods) or until the date of signing the transfer contract for the package of shares accompanied by receivables (according to the negotiation method). The organization with the function of valuation selects appropriate valuation methods according to the laws on pricing and valuation to determine the starting price; bears legal responsibility for the results of the valuation.

Article 16. Organization of Auction

1. A debt purchasing enterprise shall enter into a contract with an auction organization to organize the sale of a package of shares accompanied by receivables through an auction.

2. In cases where a Selling Auction Committee is established (if applicable), the auction organization shall issue a decision to establish the Selling Auction Committee. The Chairperson of the Selling Auction Committee shall be the representative of the debt purchasing enterprise or a person authorized by it.

Article 17. Preparation of Auction Documents and Public Announcement of Information

1. The auction sale documents for a package of shares accompanied by receivables shall include:

a) Decision of the competent authority approving the transfer plan for the package of shares accompanied by receivables;

b) Documents proving that the debt purchasing enterprise is the legitimate owner of the share capital in the joint-stock company;

c) Documents related to the debt: the most recent reconciliation statement of accounts at the time of information announcement, including both principal and interest (if any); information on collateral assets for the debt (if any) and the value of the collateral assets (book value; revalued value) and other relevant documents concerning the debt (if necessary);

d) Appraisal certificate;

e) Rules for selling the package of shares accompanied by receivables through an auction.

2. Public announcement of information:

Article 18. Implementation of Auction Sale

1. The auction shall be held at the premises of the auction organization, the debt purchasing enterprise, or another location agreed upon by the debt purchasing enterprise and the auction organization.

2. Within the period specified in the Rules for Selling the Package of Shares Accompanied by Receivables, eligible investors participating in the auction shall register for the auction and pay the deposit. The debt purchasing enterprise shall determine the deposit ratio of the investor at 10% of the total value of the package of shares accompanied by receivables based on the starting price. If it is necessary to set a higher deposit amount to ensure the success of the transfer plan, the debt purchasing enterprise may decide on a deposit ratio not exceeding 20% of the total value of the package of shares accompanied by receivables based on the starting price.

After registering for the auction and completing the deposit procedures, the investor shall be provided by the auction organization with an attendance ticket to place bids (bid prices).

3. Within the period specified in the Rules for Selling the Package of Shares Accompanied by Receivables, investors shall record their bid prices (bids) on the attendance tickets and submit them directly at the auction venue or via postal service as stipulated in the Rules for Selling Shares. Each investor shall only be issued one attendance ticket and shall only submit one bid price for the entire package of shares accompanied by receivables.

The public auction shall only be conducted when there are at least two eligible investors who have submitted valid applications and completed all procedures to participate in the public auction as prescribed in the Rules for Selling the Package of Shares Accompanied by Receivables.

Article 19. Determination of Auction Results

1. A valid bid price is a price not lower than the starting price as stipulated in the Rules for Selling the Package of Shares Accompanied by Receivables.

2. The winning bid price is determined as the highest valid bid price placed by an investor.

3. In cases where two or more investors place the highest bid price equally and not lower than the starting price, within a maximum of five working days from the date of organizing the auction session for the package of shares accompanied by receivables, the debt purchasing enterprise shall cooperate with the auction organization to conduct a secret ballot among these investors to determine the investor with the highest unique bid price. The secret ballot price must not be lower than the highest bid price that the investors have paid equally according to the price steps specified in the Rules for Selling the Package of Shares Accompanied by Receivables. The investor with the highest bid price when conducting the secret ballot is the winning bidder and will be entitled to purchase the package of shares accompanied by receivables. In cases where the investors continue to bid equally during the secret ballot process, an immediate draw shall be conducted to determine the winning bidder.

In cases where the investors placing the highest bid price equally refuse to participate in the secret ballot or the winning bidder refuses to purchase, the auction shall be deemed unsuccessful and the transfer shall proceed through alternative methods as prescribed.

Article 20. Handling the Results of Auction

2. Within a maximum period of 05 (five) working days from the date of the auction's conclusion, the debt purchasing business/auction organization shall cooperate to announce the auction results at the auction location, on the electronic information page of the auction organization and the debt purchasing business, and notify the successful bidder of the auction result.

3. Within a maximum period of 07 (seven) days from the date of announcing the sale auction results for shares, based on the notification of the successful bid, the investor shall complete the payment of the remaining purchase price for the share lot along with receivables according to the winning bid price after deducting the deposit amount. During this period, the debt purchasing business shall coordinate with the auction selling organization to refund the deposit to investors who did not win the auction and did not violate the Auction Sale Regulations. Investors who violate the Auction Sale Regulations will not be refunded their deposit.

4. Transfer of proceeds from the sale of the share lot along with receivables and list of investors who have paid the money to the debt purchasing business

a) Within 05 (five) working days from the expiration date of the investor's payment deadline, the auction organization is responsible for transferring the proceeds from the sale of the share lot along with receivables and the list of investors who have made payments to the debt purchasing business.

b) Within 10 (ten) working days from the expiration date of the investor's payment deadline, the debt purchasing business shall submit a dossier including: The decision approving the transfer plan of the share lot along with receivables by the competent authority, the request document, and the Minutes identifying the successful bidder of the share lot along with receivables (including the list of investors who have made payments) to the Vietnam Securities Depository for the case of selling shares at a joint-stock company that has registered its shares with the Vietnam Securities Depository.

c) Within 05 days from the date of receiving the dossier from the debt purchasing business, the Vietnam Securities Depository is responsible for transferring ownership of the equity portion of the debt purchasing business that has been transferred to other organizations or individuals according to the dossier submitted by the debt purchasing business to the Vietnam Securities Depository.

In the case where the debt purchasing business sells shares that have not been registered with the Vietnam Securities Depository, the procedures for transferring ownership of shares between the debt purchasing business and the investor after the investor completes the payment for the shares shall be carried out in accordance with the provisions of the Enterprise Law and the Articles of Association of the Joint Stock Company.

d) The debt purchasing business is responsible for coordinating with the joint-stock company to complete the procedures for transferring ownership of shares along with receivables to the investor, publicly disclosing information about the procedures and specific time for completing the transfer of ownership of shares along with receivables to the investor when the auction sale is implemented.

6. In the event that the auction of the share lot along with receivables is unsuccessful, the Board of Members or the Chairman of the debt purchasing business decides to proceed with implementing through competitive bidding.

Article 21. Competitive Bidding, Negotiation

2. In the case where the organization conducting competitive bidding for the share lot along with receivables only has 01 (one) investor participating, the debt purchasing business shall sell directly to the investor who has submitted a valid application and completed all procedures to participate in the competitive bidding session according to the regulations, at a price not lower than the starting price of the competitive bidding session.

3. After implementing public auction methods, competitive bidding, and negotiation but still unable to transfer the share lot along with receivables, the debt purchasing business shall base its decision on market demand to choose the timing to continue implementing the transfer of the share lot along with receivables according to the transaction methods and the order of implementation of these methods as stipulated in this Circular.

Article 22. Responsibilities of enterprises engaged in buying and selling debts

1. Shall be responsible for organizing the transfer of shares accompanied by receivables in accordance with the provisions of this Circular.

Article 23. Responsibilities of auction organizations

1. Decide to establish the Auction Committee/Sale Committee (if any) and promulgate the Auction Regulations/Competitive Sale Regulations for the package of shares accompanied by receivables.

2. Coordinate with enterprises engaged in buying and selling debts to publish information and report on the results of the auction/competitive sale of the package of shares accompanied by receivables in accordance with the provisions of this Circular.

3. Carry out the transfer of the package of shares accompanied by receivables in accordance with the provisions of this Circular and relevant laws.

Article 24. Responsibilities of joint-stock companies with contributed capital and receivables from enterprises engaged in buying and selling debts

1. Coordinate and provide necessary information for enterprises engaged in buying and selling debts to prepare the auction/competitive sale dossier for the package of shares accompanied by receivables in accordance with the provisions.

2. Coordinate with enterprises engaged in buying and selling debts/auction organizations to implement the transfer of ownership of contributed capital and creditor rights of the receivable debt to the successful bidder of the package of shares accompanied by receivables.

Article 25. Responsibilities of investors

1. Investors participating in purchasing shares shall be responsible for complying with the provisions of the Transfer Regulations for the package of shares accompanied by receivables and the provisions of this Circular.

2. In cases where investors acquire the transfer of the package of shares accompanied by receivables of public companies and become major shareholders, investors shall implement the disclosure regime according to the regulations on securities.

Chapter IV

IMPLEMENTING PROVISIONS

Article 26. Transitional Provisions

1. Enterprises undergoing restructuring that have been approved by the State Capital Management Agency for restructuring plans before the effective date of Decree No. 126/2017/ND-CP shall continue to implement according to the approved restructuring plan. Financial treatment and management, settlement of funds from equitization/restructuring at the time when the enterprise officially becomes a joint-stock company shall be carried out in accordance with the provisions of Decree No. 126/2017/ND-CP, Decree No. 140/2020/ND-CP, Circular No. 32/2021/TT-BTC, Circular No. 46/2021/TT-BTC, and guidance in this Circular.

2. For transfer plans for packages of shares accompanied by receivables that have been approved but not yet transferred until the effective date of this Circular, they shall continue to be implemented according to the approved plan. In cases where the transfer plan for the package of shares accompanied by receivables is adjusted after the effective date of this Circular, enterprises engaged in buying and selling debts shall base their decision on the provisions of this Circular and relevant laws.

3. After the Vietnam Securities Depository Corporation officially operates in accordance with the Securities Law No. 54/2019/QH14, the contents applicable to the Vietnam Securities Depository Center will be applied to the Vietnam Securities Depository Corporation.

Article 27. Effective Date

1. This Circular takes effect from April 1, 2022.

2. This Circular replaces the following documents:

a) Circular No. 69/2018/TT-BTC dated August 8, 2018, issued by the Ministry of Finance guiding the implementation of restructuring of state-owned enterprises not meeting the conditions for equitization in accordance with Decree No. 126/2017/ND-CP dated November 16, 2017, of the Government on converting state-owned enterprises and limited liability companies wholly owned by state-owned enterprises into joint-stock companies;

b) Circular No. 50/2019/TT-BTC dated August 8, 2019, issued by the Ministry of Finance guiding the auction of packages of shares accompanied by receivables of state-owned enterprises with functions of buying, selling, and handling debts.