Directive No. 09/2004/CT-BCN on accelerating the restructuring and renewal of state-owned enterprises in accordance with the spirit of Central Resolution No. 3, Central Resolution No. 9 (Term IX) of the Party and the implementation of the Law on State-Owned Enterprises.

DIRECTIVE

Regarding the acceleration of restructuring and renewal of state-owned enterprises in accordance with the spirit of Central Resolution 3, Central Resolution 9 (Term IX) of the Party and the implementation of the Law on State-Owned Enterprises

Implementing Central Resolution 3 (Term IX) of the Party, Decision 125/QĐ-TTg dated January 28, 2003 of the Prime Minister, the state-owned enterprises under the Ministry of Industry have actively implemented restructuring and renewal of state-owned enterprises, achieving many results:

In terms of shareholding reform, the value of 101 enterprises and parts of enterprises has been determined (reaching 100%). Among them, 90 units have had their shareholding reform plans approved (reaching 89%), more than 70 enterprises have held shareholders' meetings.

THE MINISTER OF INDUSTRY

Fourteen enterprises were merged, nine enterprises were converted to limited liability companies with one member, six enterprises and holding companies were permitted by the Prime Minister to pilot operations according to the parent company-subsidiary model.

The dissolution of three headquarters of Vietnam Plastic Corporation, Vietnam Leather Corporation, and Vietnam Ceramic-Glass Corporation was carried out, and Vietnam Beverage-Wine-Soda Corporation was split into two corporations: Hanoi Beverage-Wine-Soda Corporation and Saigon Beverage-Wine-Soda Corporation. Vietnam Precious Stones and Gold Corporation was merged into Vietnam Mineral Corporation.

However, some enterprises have not completed the review for conversion to joint-stock companies due to financial constraints, relocation of premises, and unfinished investments, failing to ensure the schedule for selling shares to hold shareholders' meetings..., many enterprises retained 100% state capital but have not actively converted to limited liability companies with one member.

Central Resolution 9 (Term IX) requires accelerating restructuring and renewal, especially speeding up the progress of shareholding reform, including some large state-owned enterprises and holding companies, while the Law on State-Owned Enterprises 2003 will take effect from July 1, 2004.

The Prime Minister issued Directive No. 11/2004/CT-TTg dated March 30, 2004 regarding the acceleration of restructuring and renewal of state-owned enterprises in accordance with the spirit of Central Resolution 3, Central Resolution 9 (Term IX) and the implementation of the Law on State-Owned Enterprises. To implement the Prime Minister's Directive, the Minister of Industry requests Holding Companies 91, 90 and subordinate enterprises to:

1. Continue organizing the thorough understanding of Central Resolution 3, Central Resolution 9 (Term IX) and the Action Program of the Party Committee of the Ministry of Industry to implement Central Resolution 9, aiming to enhance the awareness of cadres and party members about the necessity and forms of restructuring and renewing state-owned enterprises in accordance with the Party's policies and guidelines, preparing sufficient conditions to take the initiative in integration.

2. Study and learn the contents of the Law on State-Owned Enterprises and guiding documents for its implementation to management staff, technical staff, and workers in state-owned enterprises, organize its implementation in accordance with the provisions of the Law.

3. Review the achievements made, shortcomings and deficiencies such as not promptly addressing issues related to determining the value of enterprises for shareholding reform, not completing the approved plan; reviewing the delay in selling shares and holding the first shareholders' meeting... On this basis, develop specific timelines and appropriate measures to ensure compliance with the approved schedule for restructuring and renewing state-owned enterprises, including enterprises undergoing shareholding reform, converting to limited liability companies with one member, and other forms of restructuring.

4. Holding companies and enterprises need to review and adjust the schedules for restructuring enterprises that have been approved and report to the Ministry, in the direction:

a) Accelerate the progress of shareholding reform for enterprises and parts of enterprises scheduled for 2005 to be moved to 2004. Enterprises under the restructuring plan for 2004 need to actively complete within the first six months of 2004, without delaying until the third and fourth quarters of 2004. Enterprises that cannot undergo shareholding reform should urgently convert to other forms such as transfer, sale, merger, or liquidation.

b) Holding companies and enterprises need to expand the scope of shareholding reform; for units retaining 100% state capital or converting to limited liability companies with one member, they need to review and adjust to proceed with shareholding reform, especially those holding companies expected to fully implement shareholding reform will not include subsidiaries retaining 100% state capital.

c) Enterprises that still need to retain 100% state capital need to urgently develop plans to operate under the limited liability company with one member system as approved.

5. Request holding companies to study the feasibility of developing plans for full shareholding reform of holding companies to be submitted to the Prime Minister for consideration and decision.

6. Holding companies should select and register additional major enterprises for shareholding reform in 2004, prioritizing the form of retaining state capital, issuing stocks to attract additional capital through the stock market, not selling in a closed manner within the enterprise, and allowing pilot sales to foreign investors.

7. Holding companies that do not meet the criteria for capital, tax payment, and technological level as stipulated in Decision No. 58/2002/QĐ-TTg dated April 26, 2002 of the Prime Minister, need to study and propose specific restructuring plans, including reorganization, merger, and consolidation to enhance the effectiveness of holding companies.

Holding companies and enterprises that have been approved by the Prime Minister to pilot operations according to the parent company-subsidiary model need to urgently complete their charters and financial regulations for submission to competent authorities for approval.

8. Assign the Enterprise Reform and Development Department of the Ministry:

The joint-stock corporations and enterprises that have been approved by the Prime Minister to pilot under the holding company-subsidiary model need to urgently complete their charters and financial regulations for submission to the competent authorities for examination and approval.

8. Assign the Enterprise Reform and Development Agency of the Ministry of:

a) Implement, guide, and disseminate to the state-owned corporations and enterprises the new government documents and ministerial regulations on enterprise reform and restructuring in accordance with Resolution No. 9 of the Central Committee and the Law on State-Owned Enterprises.

b) Organize the effective implementation of the Ministry's restructuring and reform plan for 2004, and identify the difficulties and obstacles faced by enterprises to resolve them or recommend relevant agencies to address these issues.

9\. Require the state-owned corporations and enterprises under the Ministry to develop adjustment plans for enterprise restructuring in accordance with the contents of items 3, 4, 5, 6, and 7 above, and report to the Standing Board for Enterprise Reform and Development of the Ministry before April 20, 2004.

Vigorously promote the restructuring and reform of state-owned enterprises in accordance with Resolution No. 9 of the Central Committee, especially accelerate shareholding and organize the implementation of the Law on State-Owned Enterprises, which are important contributions to economic development and enhancing the competitiveness of enterprises in the process of integration to achieve the success of the Ninth National Congress of the Party's resolutions. The Ministry of Industry requires state-owned corporations and enterprises under its jurisdiction to strictly implement this Directive. The boards of directors and heads of units that fail to comply with the restructuring plan will be fully responsible before the Minister of Industry and the Prime Minister.

The Standing Board for Enterprise Reform and Development of the Ministry is responsible for monitoring and periodically reporting to the Ministry leadership on the implementation of this Directive./.