Circular No. 119/2021/TT-BTC amends and supplements certain Articles of Circular No. 83/2018/TT-BTC dated August 30, 2018, issued by the Minister of Finance guiding the transfer of the state ownership representative rights at the State Capital Investment Corporation.

CIRCULAR

Amending and supplementing certain Articles of Circular No. 83/2018/TT-BTC
dated August 30, 2018, issued by the Minister of Finance guiding
the transfer of state ownership representative rights at
State Capital Investment Corporation

Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanisms of State Capital Investment Corporation;

Pursuant to Decree No. 147/2017/NĐ-CP dated December 25, 2017 of the Government amending and supplementing certain provisions of Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanisms of State Capital Investment Corporation;

Pursuant to Decree No. 148/2017/NĐ-CP dated December 25, 2017 of the Government on the Charter of organization and operation of State Capital Investment Corporation;

Pursuant to Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on converting state-owned enterprises and wholly-owned limited liability companies invested with 100% state capital into joint-stock companies;

Pursuant to Decree No. 131/2018/NĐ-CP dated September 29, 2018 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Capital Management Board;

Pursuant to Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government amending and supplementing certain provisions of Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on converting state-owned enterprises and wholly-owned limited liability companies invested with 100% state capital into joint-stock companies; Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets in enterprises; and Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing certain provisions of Decree No. 91/2015/NĐ-CP;

At the proposal of the Director of the Enterprise Finance Department,

The Minister of Finance issues this Circular amending and supplementing certain Articles of Circular No. 83/2018/TT-BTC dated August 30, 2018, issued by the Minister of Finance guiding the transfer of state ownership representative rights at State Capital Investment Corporation.

Article 1. Amending and supplementing certain Articles of Circular No. 83/2018/TT-BTC dated August 30, 2018, issued by the Minister of Finance guiding the transfer of state ownership representative rights at State Capital Investment Corporation.

1. Amend Article 1 as follows:

"Article 1. Scope of Regulation

This Circular guides the transfer of state ownership representative rights from ministries, ministerial-level agencies, government agencies, State Capital Management Board (hereinafter referred to as the Ministry), provincial People's Committees (hereinafter referred to as Provincial People's Committee) to State Capital Investment Corporation (hereinafter referred to as SCIC) and the transfer of state ownership representative rights from enterprises that SCIC has received back to the Ministry and Provincial People's Committee.

2. Amend Clause 1 of Article 2 as follows:

"1. Ministries, ministerial-level agencies, government agencies, State Capital Management Board, Provincial People's Committee;"

3. Amending Clause 4, Article 4 as follows:

"4. SCIC shall only undertake the receipt of state ownership representative rights at enterprises within the scope of the transfer of state ownership representative rights to SCIC as prescribed in Article 3 of this Circular and which still have owner's equity on the most recent annual or quarterly financial report (the value of owner's equity at code 410 on the balance sheet is greater than zero) at the time of transfer. In cases where the receiving enterprise is the parent company of an economic group, the parent company of a state-owned corporation, or the parent company in a parent-subsidiary group, SCIC shall base its determination of the owner's equity index on the separate financial statements of the parent company."

4. Amend Article 5 as follows:

"Article 5. Value of transferred capital

1. For joint-stock companies, it is the value of state shares (par value) invested in the enterprise.

2. For limited liability companies and joint ventures, it is the book value of the state capital invested in the enterprise.

5. Amend Article 6 as follows:

"1. The transferring party is the Minister, Head of a ministry-level agency, Head of a government-affiliated agency, Chairman of the State Capital Management Committee at enterprises, Chairman of the People's Committee of a provincial level, or a person authorized in writing.

2. The receiving party is the Chairman of the Board of Members of SCIC or a person authorized in writing."

6. Amend and supplement Clause 4 of Article 7 as follows:

"4. Within the transfer period specified in Clauses 1 and 2 of this Article, if the ministries or provincial people's committees have not issued decisions to announce the actual value of the state capital at the time when the joint-stock company was first granted the Enterprise Registration Certificate, they shall transfer the state capital value according to the approved privatization plan or the decision adjusting the scale and capital structure of the shareholding enterprise.

After transferring the state ownership rights, the ministries and provincial people's committees continue to take the lead and coordinate with SCIC and the enterprise to handle financial issues, settle accounts, and announce the actual value of the state capital at the time when the joint-stock company was first granted the Enterprise Registration Certificate, in accordance with the law on transferring state-owned enterprises and single-member limited liability companies wholly owned by state enterprises into joint-stock companies, and adjust the transferred state capital value (if necessary).

The State Capital Management Committee is responsible for urging and directing SCIC to cooperate with the ministries and provincial people's committees to handle financial issues and settle the state capital value at the time when the shareholding enterprise officially becomes a joint-stock company."

“a) Establishing and developing effectively concentrated raw material zones according to the orientations set forth in Decree No. 98/2018/NĐ-CP dated July 5, 2018 of the Government on policies encouraging the development of cooperation and linkage in agricultural production and consumption; Decision No. 100/QĐ-TTg dated January 19, 2019 of the Prime Minister approving the project to implement, apply, and manage traceability systems; Decision No. 1804/QĐ-TTg dated November 13, 2020 of the Prime Minister approving the Program to support the development of collective economic organizations and cooperatives from 2021 to 2025; Decision No. 255/QĐ-TTg dated February 25, 2021 of the Prime Minister approving the Plan to restructure the agricultural sector from 2021 to 2025; Decision No. 885/QĐ-TTg dated June 23, 2020 of the Prime Minister approving the Project to develop organic agriculture from 2020 to 2030, and according to the planning of concentrated raw material zones of localities.”

a) Amend Clause 1 as follows:

"1. The transfer figures are determined based on the audited annual, semi-annual, or quarterly financial statements at the nearest point to the transfer date, prepared in accordance with the prescribed regulations. In cases where the enterprise receiving the transfer is the parent company of an economic group, the parent company of a state-owned corporation, or the parent company within a parent-subsidiary group, SCIC bases its determination of the transfer figures on the parent company's individual financial statements."

b) Amending Clause 3 as follows:

"3. If the annual, semi-annual, or quarterly financial statements of the enterprise, which have been audited, contain conclusions about material exceptions (not fully accepted) or issues requiring attention, SCIC may request the auditing unit to clarify these matters to serve as the basis for adjusting the transfer figures (if necessary) or record the contents excluded by the auditing unit and the issues requiring attention in the Transfer Memorandum."

c) Supplement Clause 4 as follows:

"4. In cases where the enterprise still has unresolved financial issues and has not completed settlement and announcement of the actual value of the state capital at the enterprise, based on SCIC's proposal, the enterprise is responsible for clarifying the reasons and recording them in the Transfer Memorandum."

8. Amend and supplement Article 9 as follows:

a) Amend Clause 3 of Article 9 as follows:

"3. Report on the financial situation and business operations of the enterprise according to the model in Appendix No. 03 attached to this Circular. In cases where the enterprise is required to prepare consolidated financial statements, the figures in Appendix No. 03 are based on both individual and consolidated financial statements."

b) Supplement Point h of Clause 6 of Article 9 as follows:

"- Documents managing and using land and assets attached to land of the transferring enterprise, including the land use plan approved by the competent authority; certificates of land use rights, ownership certificates of houses and assets attached to land; decisions on land allocation/leasing; land lease contracts; contracts for sale or transfer of land use rights and assets attached to land; investment certificates and other relevant legal documents regarding land use rights and assets attached to land (if any)."

9. Amend and supplement Article 10 as follows:

a) Amend Clause 5 as follows:

"5. The transfer documents are sent by the enterprise to the relevant parties after signing the Transfer Memorandum, specifically:

One set of documents sent to the Ministry or Provincial People's Committee;

One set of documents sent to SCIC;

One set of documents retained by the enterprise;

One set of Appendices attached to this Circular sent to the State Capital Management Committee."

b) Amend Clause 6 as follows:

"6. Upon completion of the transfer, SCIC sends the Transfer Memorandum to the transferring party (one copy), the enterprise (one copy), and the State Capital Management Committee (one copy)."

10. Amend and supplement Article 12 as follows:

a) Amend and supplement Clause 2 as follows:

"2. For shareholding enterprises that fall under the category of transferring state ownership rights to SCIC, the Minister, Head of a ministry-level agency, Head of a government-affiliated agency, Chairman of the State Capital Management Committee at enterprises, Chairman of the People's Committee of a provincial level, are responsible for:

a) Seeking SCIC's opinion in writing on the selection of the State Shareholder Representative at the joint-stock company;

b) Directing the Privatization Steering Committee to resolve all remaining financial issues (if any) before the transfer, and completing the revaluation of the state capital value at the time when the joint-stock company was first granted the Enterprise Registration Certificate, in accordance with the Government's regulations on transferring state-owned enterprises and single-member limited liability companies wholly owned by state enterprises into joint-stock companies."

b) Amend and supplement Clause 12 as follows:

"12. Regularly, within 45 days from the end of the year, report to the Prime Minister and send to the Ministry of Finance, State Capital Management Committee, Ministry of Planning and Investment, and SCIC on the implementation of the transfer of state ownership rights. The report should clearly state the progress (including the settlement of the state capital value at the time when the joint-stock company was first granted the Enterprise Registration Certificate); results achieved, advantages, difficulties, obstacles, and recommendations (if any); list of enterprises with state capital belonging to the category of transferring to SCIC but not yet transferred up to the end of the year and the expected transfer time."

11. Amend and supplement Article 14 as follows:

a) Amend Clause 4 as follows:

"4. Monitor and urge enterprises that SCIC has taken over the state-owned enterprise owner's rights to pay revenues to the Enterprise Restructuring and Development Fund or the State Budget according to the Government's regulations on managing and using revenue from equitization and divestment of state capital in enterprises; report to the Ministry of Finance and the State Capital Management Committee on the implementation results within 15 days from the end of six months and one year."

b) Amend Clause 6 as follows:

"6. Regularly, within 15 days from the end of each quarter or upon request, SCIC reports to the Ministry of Finance, the State Capital Management Committee, and the Ministry of Planning and Investment on the situation of transferring the state-owned enterprise owner's rights at enterprises; the plan for the next quarter's organization to take over. The report must clearly state the implementation progress, results achieved, list of enterprises with state capital subject to transfer to SCIC but not yet transferred, advantages, difficulties, obstacles, and recommendations (if any) according to Model 6 attached to this Circular."

c) Amend Clause 7 as follows:

"7. Regularly, together with the deadline for submitting annual financial reports as prescribed by law, report to the Prime Minister, the Ministry of Finance, the State Capital Management Committee, and the Ministry of Planning and Investment on the implementation of transferring the state-owned enterprise owner's rights; business operation results at enterprises already taken over. The report must clearly state the implementation progress, results achieved; list of enterprises with state capital subject to transfer to SCIC but not yet transferred; advantages, difficulties, obstacles, and recommendations (if any) according to Model 7 attached to this Circular."

d) Amend Clause 10 as follows:

"10. SCIC shall not implement the sale of capital at enterprises it has taken over the state-owned enterprise owner's rights but have not been completed by relevant Ministries or provincial People's Committees in determining the value of state capital at the time of the first issuance of the Enterprise Registration Certificate for joint-stock companies according to the laws on converting state-owned enterprises and wholly state-owned limited liability companies into joint-stock companies."

In cases where enterprises have not completed the determination of the value of state capital at the time of the first issuance of the Enterprise Registration Certificate for joint-stock companies but are experiencing operational difficulties, losses, and immediate sale of capital could lead to the risk of losing state capital, SCIC shall report to the State Capital Management Committee to report to the Prime Minister for consideration and decision on implementing the sale of state capital at such enterprises.

12. Replace and supplement some Appendices as follows:

a) Replace Appendix 5 issued along with Circular No. 83/2018/TT-BTC with Appendix 5 issued along with this Circular.

b) Supplement Appendix 6 and Appendix 7 issued along with this Circular.

Article 2. Implementation Provisions.

1. This Circular takes effect from February 15, 2022.

2. During the implementation process, if there are any issues, please reflect them to the Ministry of Finance for review and resolution./.

… (Name of economic organization) requests to change the Certificate of Registration for Currency Exchange Agent with the following content:
TRANSFER RECORD
(Issued along with Circular No. 119/2021/TT-BTC dated December 23, 2021

SOCIALIST REPUBLIC OF VIET NAM

Independence - Freedom - Happiness

-----------------------------

RECORD

transferring the right to represent state-owned capital

at Company...

Based on Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on converting state-owned enterprises and wholly state-owned limited liability companies invested 100% by state-owned enterprises into joint-stock companies;

Based on Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government amending and supplementing certain articles of Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on converting state-owned enterprises and wholly state-owned limited liability companies invested 100% by state-owned enterprises into joint-stock companies; Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on investing state capital in enterprises and managing and using capital and assets in enterprises and Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing certain articles of Decree No. 91/2015/NĐ-CP;

Based on Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operating mechanisms of the State Capital Investment Corporation;

Based on Decree No. 147/2017/NĐ-CP dated December 25, 2017 of the Government amending and supplementing certain articles of Decree No. 151/2013/NĐ-CP dated November 1, 2013 of the Government on the functions, tasks, and operating mechanisms of the State Capital Investment Corporation;

Based on Decree No. 148/2017/NĐ-CP dated December 25, 2017 of the Government on the Charter of the State Capital Investment Corporation;

Based on Circular No. 83/2018/TT-BTC dated August 30, 2018 of the Minister of Finance guiding the transfer of the right to represent state-owned capital at the State Capital Investment Corporation;

Based on Circular No. 119/2021/TT-BTC dated December 23, 2021 of the Minister of Finance amending and supplementing certain articles of Circular No. 83/2018/TT-BTC dated August 30, 2018 of the Minister of Finance guiding the transfer of the right to represent state-owned capital at the State Capital Investment Corporation.

Today, on ..., ..., ..., at the headquarters of ..., Ministry of ..., State Capital Management Committee, Provincial People's Committee..., and the State Capital Investment Corporation agree to establish the Transfer Record of the right to represent state-owned capital at ..., specifically as follows:

A. TRANSFER COMPONENTS

I. Transferor: Clearly state the name and position of the person signing the transfer. If authorized, clearly state the authorization document and attach it to the transfer file.

II. Transferee: Clearly state the name and position of the person signing the transfer. If authorized, clearly state the authorization document and attach it to the transfer file.

B. CONTENT OF TRANSFER

I. Transfer figures

1. The value of state investment capital at ..., transferred to the State Capital Investment Corporation is ..., VND. The number of state shares transferred (for joint-stock companies) is ..., shares (details in Appendix 1 attached).

2. Amounts of money of the state still to be recovered from the enterprise (including overdue interest if any): ..., VND (details in Appendix 2 of the file attached).

II. Documents and materials attached

The list of documents as prescribed in Article 9 of Circular No. 83/2018/TT-BTC dated August 30, 2018, and Clause 8, Article 1 of Circular No. 119/2021/TT-BTC dated December 23, 2021.

List of missing documents (attached to this Minutes).

III. Matters to be continued after transfer. - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

1. Capital transfer figures, business situation based on the report of the enterprise and the Representative at the date of .../.../20... (the date of the transfer dossier established according to Article 8 of Circular No. 83/2018/TT-BTC dated August 30, 2018).

In case there is a change in the figures in the transfer dossier after the transfer, the relevant parties as prescribed in Article 6 of Circular No. 83/2018/TT-BTC dated August 30, 2018, and Clause 5, Article 1 of Circular No. 119/2021/TT-BTC dated December 23, 2021 shall cooperate to clarify the cause, propose measures to address the issue, and adjust the official transfer figures accordingly.

2. Outstanding issues to be resolved (if any).

IV. Responsibilities of the relevant parties to be continued after the transfer.

(Handling outstanding issues before the enterprise conversion: Ministry.../State Capital Management Committee/Provincial People's Committee...shall take the lead and coordinate with the State Capital Investment Corporation to handle or report to the competent authority for handling.)

V. This Minutes is agreed upon and made in four copies of equal value to be sent to the relevant parties.

1. One copy for the transferring party.

2. One copy for the receiving party.

3. One copy kept at the Company.

4. One copy filed with the State Capital Management Committee.

Certificate of Registration for Change of Currency Exchange Agent No…. date….)

REPORT ON THE IMPLEMENTATION OF TRANSFER OF STATE OWNERSHIP REPRESENTATION RIGHTS
IN ENTERPRISES QUARTER...YEAR...

of the Minister of Finance)

No.: No.: ... / ...-DA

REPORT

Situation of transfer/reception of state ownership representation rights in enterprises Quarter...year...
I. Situation of transfer/reception of state ownership representation rights

1. Reporting quarter: Quarter...year...

2. Implementation of the transfer of state ownership representation rights in enterprises.

Unit of measurement: million dong.

3. Difficulties and obstacles (if any).

4. Recommendations (if any).

II. Plan for organization of reception in the next quarter

REPORTING UNIT

Ministry of Finance (for comments);

Lui: VT. SCIC (…h).

REPORT ON THE IMPLEMENTATION OF TRANSFER OF STATE OWNERSHIP REPRESENTATION RIGHTS

Appendix 7

IN ENTERPRISES YEAR...
state-owned capital in enterprises year...

(Issued along with Circular No. 119/2021/TT-BTC dated December 23, 2021

of the Minister of Finance)

SOCIALIST REPUBLIC OF VIET NAM

Independence - Freedom - Happiness

-----------------------------

No.: No.: ... / ...-DA

REPORT
Situation of transfer/reception of state ownership representation rights in enterprises Quarter...year...
1. Reporting period: from January 1 to December 31, year...

1. Reporting quarter: Quarter...year...
Column 2: List of enterprises expected to be received in the year.

Unit of measurement: million dong.

Column 3: Mark (x) for enterprises that have been received.

3. Evaluation of the situation of receiving enterprises.

a) Advantages.

b) Difficulties and obstacles (if any).

4. Recommendations (if any).

II. Plan for organization of reception in the following year Place of receipt: REPORTING UNIT

Prime Minister (for comments); / Prime Minister appointed by the President

Lvu: VT, SCIC (...b).

Ministry of Finance (for comments);

(Head of unit signs, stamps)

Lui: VT. SCIC (…h).

Lvu: VT, SCIC (...b).