Decree No. 116/2015/ND-CP Amending and supplementing certain articles of Decree No. 59/2011/ND-CP dated July 18, 2011, of the Government on converting state-owned enterprises with 100% state capital into joint-stock companies.

DECREE

Amending and supplementing certain Articles of N |||DECREE NO. 59/2011/NĐ-CP

July 18, 2011 of CTHE GOVERNMENT ON TRANSFORMING STATE CAPITAL ENTERPRISES INTO JOINT STOCK COMPANIES

WITH 100% STATE CAPITALFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.

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||| BASED ON THE LAW ON GOVERNMENT ORGANIZATION AND OPERATION, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP ||| DECEMBER 25, 2000 ||| BASED ON THE SECURITIES LAW ON JUNE 29, 2006; ||| BASED ON THE ENTERPRISE LAW ON JUNE 26,1;

||| BASED ON THE LAW ON MANAGEMENT AND USE OF STATE CAPITAL FOR INVESTMENT IN PRODUCTION AND BUSINESS OPERATIONS AT ENTERPRISES ON JUNE 26,

||| THE GOVERNMENT ISSUES THIS DECREE TO AMEND AND SUPPLEMENT SOME ARTICLES OF DECREE NO. 59/2011/NĐ-CP ON TRANSFORMING STATE CAPITAL ENTERPRISES WITH 100% STATE CAPITAL INTO JOINT STOCK COMPANIES AS FOLLOWS:June 2024;energy 11 year 2014;

1. AMENDING AND SUPPLEMENTING SOME ARTICLES OF DECREE NO. 59/2011/NĐ-CP ON TRANSFORMING STATE CAPITAL ENTERPRISES WITH 100% STATE CAPITAL INTO JOINT STOCK COMPANIES AS FOLLOWS:No.1. CLAUSE 2, ARTICLE 12 IS AMENDED AND COMPLEMENTED AS FOLLOWS:ầ"2. THE AUTHORITY WITH THE POWER TO APPROVE THE PRIVATIZATION PLAN SHALL SELECT THE CONSULTANT FOR PRIVATIZATION IN ACCORDANCE WITH THE LAWS. FOR ECONOMIC GROUPS, STATE CORPORATION, AND CERTAIN ENTERPRISES OPERATING IN SPECIAL SECTORS (SUCH AS INSURANCE, BANKING, TELECOMMUNICATIONS, AIRLINES, COAL MINING, OIL AND GAS, AND OTHER PRECIOUS METAL MINING), WHEN CARRYING OUT PRIVATIZATION AND THE PRIVATIZATION PLAN FALLS UNDER THE APPROVAL AUTHORITY OF THE PRIME MINISTER, THE MINISTERS, HEADS OF GOVERNMENTAL BODIES EQUIVALENT TO MINISTRIES, CHAIRMEN OF PEOPLE'S COMMITTEES OF PROVINCES AND MUNICIPALITIES DIRECTLY UNDER THE CENTRAL GOVERNMENT SHALL SELECT THE CONSULTANT FOR PRIVATIZATION (SELECTING THE CONSULTANT TO DETERMINE THE VALUE OF THE ENTERPRISE, SELECTING THE CONSULTANT TO BUILD THE PRIVATIZATION PLAN)."i2. CLAUSE 1, ARTICLE 17 IS AMENDED AND COMPLEMENTED AS FOLLOWS:June 2024;energy 11 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;14;

  At the proposal of the Minister of Finance,on   THE GOVERNMENT

"1. THE RESERVES FOR REDUCING THE VALUE OF INVENTORY, LOSSES FROM FINANCIAL INVESTMENTS, BAD DEBTS, AND WARRANTY COSTS FOR PRODUCTS, GOODS, AND CONSTRUCTION PROJECTS; THE EXCHANGE RATE DIFFERENCES ARE USED TO COVER LOSSES IN ACCORDANCE WITH CURRENT REGULATIONS, THE REMAINING AMOUNT IS CALCULATED INTO THE VALUE OF THE STATE CAPITAL AT THE ENTERPRISE BEING PRIVATIZED."b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."SPECIFICALLY, FOR WARRANTY RESERVES FOR PRODUCTS, GOODS, AND CONSTRUCTION PROJECTS, FROM THE TIME OF DETERMINING THE ENTERPRISE'S VALUE TO THE TIME OF OFFICIALLY TRANSFERRING TO A JOINT STOCK COMPANY (FOR CONTRACTS ALREADY SIGNED, THE WARRANTY PERIOD IS STILL VALID), THE ENTERPRISE BEING PRIVATIZED CAN WITHDRAW ACCORDING TO THE CONTRACTS ALREADY SIGNED AND RETAIN AT THE JOINT STOCK COMPANY TO IMPLEMENT WARRANTIES FOR PRODUCTS, GOODS, AND CONSTRUCTION PROJECTS ACCORDING TO THE CONTRACTS. THE ENTERPRISE BEING PRIVATIZED MUST PREPARE A DETAIL LIST FOR EACH TYPE OF PRODUCT, GOOD, AND CONSTRUCTION PROJECT ACCOMPANIED BY THE PRIVATIZATION DOCUMENTS. AFTER THE WARRANTY PERIOD, IF THE FUNDS WITHDRAWN ARE NOT SPENT, THE BALANCE MUST BE SUBMITTED TO THE ENTERPRISE RESTRUCTURING AND DEVELOPMENT SUPPORT FUND WITHIN 30 DAYS FROM THE END OF THE WARRANTY PERIOD ACCORDING TO THE CONTRACT., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPm, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP IF THE ENTERPRISE DOES NOT PAY TIMELY, IT MUST PAY INTEREST ON THE AMOUNT PAID LATE AT THE INTEREST RATE ANNOUNCED BY THE STATE BANK OF VIETNAM AT THE NEAREST DATE TO THE PAYMENT DATE, AND BE SUBJECT TO ENFORCEMENT MEASURES AS PROVIDED IN DECISION NO. 21/2012/QĐ-TTg ON MAY 10, 2012 OF THE PRIME MINISTER ON THE REGULATION ON MANAGEMENT AND USE OF THE ENTERPRISE RESTRUCTURING AND DEVELOPMENT SUPPORT FUND."13. CLAUSE 2, ARTICLE 21 IS AMENDED AND COMPLEMENTED AS FOLLOWS: 1"2. WITHIN 60 WORKING DAYS FROM THE DATE OF RECEIVING THE FIRST BUSINESS REGISTRATION CERTIFICATE, THE ENTERPRISE BEING PRIVATIZED MUST COMPLETE THE FINANCIAL REPORT AT THE TIME OF REGISTRATION, AUDIT THE FINANCIAL REPORT, REQUEST THE TAX AUTHORITY TO REVIEW THE FINAL TAX RETURN, COMPLETE THE FINALIZATION AND DETERMINE THE VALUE OF THE STATE CAPITAL AT THE TIME OF OFFICIALLY TRANSFORMING INTO A JOINT STOCK COMPANY, AND CONTINUE TO PROCESS ANY FINANCIAL ISSUES." 100% 4. CLAUSE 3, ARTICLE 22 IS AMENDED AND COMPLEMENTED AS FOLLOWS: "3. THE AUTHORITY WITH THE POWER TO APPROVE THE PRIVATIZATION PLAN SHALL SELECT THE CONSULTANT FOR VALUATION TO ADVISE ON DETERMINING THE ENTERPRISE'S VALUE ACCORDING TO THE FOLLOWING PRINCIPLES:, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP 4. Inspectors currently working in joint-stock conversion enterprises.

a) FOR TENDER PACKAGES WITH A VALUATION VALUE NOT EXCEEDING VND 300 BILLION, THE AUTHORITY WITH THE POWER TO APPROVE THE PRIVATIZATION PLAN MAY SELECT THE TENDER FORM THROUGH THE LIST PUBLISHED BY THE MINISTRY OF FINANCE; IN CASES WHERE IT IS CONSIDERED NECESSARY TO ORGANIZE A TENDER, IT SHALL BE DONE IN ACCORDANCE WITH THE LAWS ON TENDERING.

b) FOR TENDER PACKAGES NOT COVERED BY THE ABOVE POINT a, THE AUTHORITY WITH THE POWER TO APPROVE THE PRIVATIZATION PLAN SHALL DECIDE TO ORGANIZE A TENDER TO SELECT THE UNIT TO PROVIDE VALUATION SERVICES ACCORDING TO THE LAWS."

5. POINT d, CLAUSE 1, ARTICLE 33 IS AMENDED AND COMPLEMENTED AS FOLLOWS: "d) IF THE ACTUAL VALUE OF THE LONG-TERM INVESTMENT CAPITAL OF THE ENTERPRISE BEING PRIVATIZED IN ANOTHER ENTERPRISE IS LOWER THAN THE BOOK VALUE, IT SHALL BE DETERMINED ACCORDING TO THE ACTUAL REVALUED VALUE."

6. CLAUSE 2, ARTICLE 33 IS AMENDED AND COMPLEMENTED AS FOLLOWS:

"2. THE CONTRIBUTION VALUE OF THE ENTERPRISE BEING PRIVATIZED INTO A JOINT STOCK COMPANY LISTED OR REGISTERED FOR TRADING ON THE SECURITIES MARKET SHALL BE DETERMINED ACCORDING TO THE CLOSING PRICE OF THE SHARES TRADED ON THE SECURITIES MARKET AT THE NEAREST DATE TO THE DATE OF DETERMINING THE ENTERPRISE'S VALUE. IF THERE IS NO TRADE IN THE SHARES OF THE LISTED JOINT STOCK COMPANY ON THE UPCom MARKET WITHIN 30 DAYS PRIOR TO THE DATE OF DETERMINING THE ENTERPRISE'S VALUE, IT SHALL BE DETERMINED ACCORDING TO THE PROVISIONS OF CLAUSE 5, ARTICLE 1; POINTS a, b, c, CLAUSE 1, ARTICLE 33 OF DECREE NO. 59/2011/NĐ-CP ON JULY 18, 2011 OF THE GOVERNMENT. FOR THE CONTRIBUTION VALUE INTO A JOINT STOCK COMPANY THAT IS NOT LISTED OR REGISTERED FOR TRADING ON THE SECURITIES MARKET, IT SHALL BE BASED ON THE RESULTS OF THE CONSULTANT'S DETERMINATION AND THE PRIVATIZATION COMMITTEE SHALL SUBMIT TO THE AUTHORITY WITH THE POWER TO APPROVE THE ENTERPRISE'S VALUE FOR DECISION."

7. POINT b, CLAUSE 2, ARTICLE 36 IS AMENDED AND COMPLEMENTED AS FOLLOWS:

In case the enterprise undergoing corporatization fails to pay the correct amount on time, the enterprise must bear additional interest calculated at the interest rate published by the State Bank of Vietnam at the time closest to the time when the enterprise pays money into the Enterprise Restructuring and Development Fund for the overdue payment amount and period; must also bear coercive measures stipulated in Decision No. 21/2012/QĐ-TTg dated May 10, 2012 of the Government on the issuance of the Management and Use Regulations of the Enterprise Restructuring and Development Fund. The Prime Minister promulgating the Regulation on the management and use of the Enterprise Restructuring and Development Support Fund”.

3. Clause 2 of Article 21 shall be amended and supplemented as follows:

"2. Within sixty working days from the date of issuance of the Enterprise Registration Certificate, the enterprise undergoing corporatization must complete the preparation of the financial statement at the registration date, conduct an audit of the financial statement, request the tax authority to review the final tax settlement, finalize the settlement, determine the value of state capital at the official transfer to a joint-stock company, and address any remaining financial issues that need to be resolved."

4. Clause 3 of Article 22 shall be amended and supplemented as follows:

"3. The competent authority deciding the corporatization plan selects the valuation consulting organization to advise on determining the enterprise's value according to the principle:
a) For tender packages with a valuation consultancy value not exceeding three billion VND, the competent authority deciding the corporatization plan may choose the direct assignment method to select the valuation consultancy organization from the list announced by the Ministry of Finance; if it deems necessary to organize a tender, it shall conduct the tender in accordance with the provisions of the Law on Bidding.
b) For tender packages not covered by the above Point a, the competent authority deciding the corporatization plan decides to organize a tender to select the unit to perform the valuation consultancy in accordance with the regulations."

5. Point d of Clause 1 of Article 33 shall be amended and supplemented as follows:

"d) In cases where the long-term investment value of the enterprise undergoing corporatization in another enterprise, upon re-evaluation and determination, has a lower actual value than the book value recorded in the accounting books, it shall be determined based on the re-evaluated actual value."

6. Clause 2 of Article 33 shall be amended and supplemented as follows::

"2. The contribution value of the enterprise undergoing corporatization in a listed joint-stock company traded on the securities market shall be determined based on the closing price of the stock traded on the securities market at the time closest to the time of determining the enterprise's value. In cases where the stock of a listed joint-stock company on the Upcom market does not have transactions within thirty days prior to the time of organizing the determination of the enterprise's value, it shall be determined in accordance with Clause 5 of Article 1; Points a, b, and c of Clause 1 of Article 33 of Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government. As for the contribution value in a non-listed joint-stock company not registered for trading on the securities market, it shall be based on the results of the determination by the consulting agency, and the State Capital Corporation Corporatization Steering Committee shall consider and submit to the competent authority to decide the enterprise's value."

7. Point b of Clause 2 of Article 36 shall be amended and supplemented as follows:

"b) Shares sold to strategic investors and other investors. Specifically, for large-scale enterprises with state capital exceeding 500 billion VND operating in special sectors (such as: insurance, banking, postal and telecommunications, aviation, coal mining, oil and gas, rare mineral mining), and parent companies under state economic groups and corporations, the proportion of shares auctioned to investors is determined by

8. Repeal the provision at Point b Clause 3 Article 36.

9. Point c Clause 2 Article 37 is amended and supplemented as follows:

"c) The competent authority deciding to approve the privatization plan decides on the selection of the Stock Exchange or hiring a financial intermediary organization to conduct the auction. For state-owned economic groups, corporations, and certain enterprises operating in special fields (such as insurance, banking, telecommunications, aviation, coal mining, oil and gas, rare mineral mining) when implementing privatization, if the privatization plan falls within the approval authority of

10. Add Clause 8 Article 48 as follows:

"8. Enterprises that have carried out necessary procedures according to the approved privatization plan but have not completed the Initial Public Offering (IPO) within 90 days from the date of the decision approving the privatization plan may sell shares to employees and trade unions within the enterprise at a price equal to 60% of the initial price set in the approved privatization plan. The difference between the selling price to employees and trade unions (if any) and the par value of the shares shall be deducted from the state capital value when settling accounts at the time the enterprise officially becomes a joint-stock company."

Article 2. Implementation

1. This Decree takes effect from November 11, 2015.

2. Repeal the provision at Clause 2 Article 1 of Decree No. 189/2013/NĐ-CP dated November 20, 2013 of the Government.

Article 3. Responsibility for Implementation

1. The Minister of Finance is responsible for supervising the implementation of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial People's Committees under central cities, Councils of Members of economic groups and corporations established by the Prime Minister are responsible for implementing this Decree./.