Decree No. 189/2013/ND-CP Amending and supplementing some 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

Provincial People's Committees set specific pricesTo amend and supplement some articles of N |||Decree number 59/2011/NĐ-CP dated July 18

year 2011 ofCGovernmenton converting state-owned enterprises with 100% state capital into

joint-stock companies

___________________________

Pursuant to the Law Ton organization and operation of the Government dated December 25, 2001;

Pursuant to the Law Domestic air passenger transport service on regular basic economy classenterprise on January 291 b) Circular No. 03/2015/TT-BKHĐT dated May 6, 2015 of the Minister of Planning and Investment detailing the preparation of construction tender documents.

Pursuant to the Law Cstock market on June 29, 2006;

At the proposal of the Minister of Finance;

of the Government on attracting individuals engaged in science and technology activities who are overseas Vietnamese and foreign experts to participate in science and technology activities in Vietnam.No. INDUSTRIAL EXPLOSIVES - TNP1 EXPLOSIVESonRepealing Decree number 59/2011/NĐ-CP dated July 18, 2011 of the Government on converting state-owned enterprises with 100% statNo.e capital into joint-stock companies,

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.

1. Supplement Clause 7 of Article 14 as follows:

"7. When the parent company of an economic group, State-owned corporation, or parent company within a holding company - subsidiary combination that includes units with revenue-generating public services (hospitals, schools, research institutes) is to be listed, the following measures shall be taken:
a) In cases where the enterprise being listed continues to inherit such units, it must organize an assessment and include the value in the valuation of the listed enterprise.
b) In cases where the enterprise being listed does not inherit such units, it must report

2. Clause 3 of Article 22 is 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 for consultancy services with a value not exceeding VND 3 billion, the competent authority deciding the listing plan may select the form of direct appointment to choose consulting organizations from the list published by the Ministry of Finance; if deemed necessary to conduct a bidding process, it shall be carried out in accordance with the laws on bidding.

b) For tender packages for consultancy services not covered by point a of this clause, the competent authority deciding the listing plan shall decide to organize a bidding process to select the entity to provide consultancy services according to regulations."

3. Point b of Clause 1 of Article 26 is amended and supplemented as follows:

"b) After eighteen months from the date of determining the enterprise's value, if the enterprise has not completed the sale of shares, except for special cases decided by

4. Clause 1 of Article 27 is amended as follows:

“Article 27. State Audit of Enterprises Being Listed:

1. Object and scope of audit:

Based on the results of determining the enterprise's value for listing conducted by the consulting agency and the opinion of the competent authority deciding the enterprise's value, the State Audit shall audit the valuation results and handle financial issues before valuation for the following enterprises:

- Parent companies belonging to state economic groups.

- Parent companies belonging to state corporations and other limited liability companies with one member when requested by the Prime Minister.”

5. Add Clause 4 to Article 28 as follows:

“4. In certain cases (the listing time does not coincide with the accounting closing period for preparing financial statements, large-scale enterprises, numerous debtors), at the time of determining the enterprise's value, there are still some debts (receivables, payables) with complete documentation but have not been reconciled and confirmed in accordance with Articles 15 and 16 of this Decree, the Board of Directors of the listed enterprise must clearly explain the contents of these debts, identify the collective and individual responsibilities related to completing the reconciliation of debts before the listed enterprise receives its first business registration certificate and report to the competent authority deciding the enterprise's value for consideration and decision based on the recorded values in the accounting books; simultaneously, they must publicly announce in the decision approving the enterprise's value and the listing plan as the basis for auctioning shares. At the time the listed enterprise receives its first business registration certificate, when preparing financial statements to transfer from a 100% state-owned enterprise to a joint-stock company, if these debts have not yet been reconciled and confirmed, they will be handled as follows:

a) For payables for which the enterprise has completed the debt reconciliation procedures but cannot confirm the creditor, they shall be recorded as an increase in state capital and the new joint-stock company shall be responsible for storing the relevant documents, continuing to inherit and monitor to fulfill the repayment obligation when the creditor demands. Based on legitimate supporting documents and the creditor's request, the new joint-stock company shall repay the debt and record it as an expense in the current period;

b) For receivables for which the enterprise has completed the reconciliation procedures but still cannot reconcile, responsibility for compensation must be considered and dealt with for the relevant collectives and individuals. The remaining value of the receivable (after deducting the compensation amount of individuals, collectives, and bad debt reserve fund) shall be recorded as production and business expenses of the listed enterprise. The new joint-stock company shall be responsible for storing the relevant documents, continuing to inherit and monitor to urge the collection of receivables.

6. Article 31 is amended and supplemented as follows:

"Article 31. Value of Land Use Rights
1. For the entire area of land managed and used by the listed enterprise for building headquarters, transaction offices; constructing production and business facilities; agricultural, forestry, aquaculture, salt production land (including land already granted by the State with or without land use fees), the listed enterprise shall be responsible for developing a land use plan to submit to the competent authority for examination and approval. The land use plan of the enterprise must comply with the regulations on the reorganization and disposal of houses and land as decided by the Prime Minister and must be sent to the People's Committee of the province or centrally-administered city where the enterprise is located before determining the enterprise's value.

2. For areas of land that the listed enterprise has been allocated and paid land use fees to the state budget or legally transferred land use rights for construction and sale of houses and infrastructure development for transfer or lease, the value of land use rights must be reassessed and included in the enterprise's value according to the following provisions:

a) The land price for determining the value of the land use right to the value of the joint-stock enterprise being corporatized is the land price close to the actual market transfer price of land use rights with similar purposes in reality, determined by the People's Committee of the province or centrally governed city (where the enterprise has been allocated land area), but not lower than the land price list published by the provincial or municipal People's Committee at the time closest to the valuation time point according to the laws on land.

b) The difference increase between the re-determined land use right value as stipulated in point a Clause 2 of this Article and the accounting value recorded in the books (if any) shall be recorded as an increase in state capital in the corporatized joint-stock enterprise.

In case the re-determined land use right value is lower than the actual cost of land use rights recorded in the accounting books, it shall be calculated based on the enterprise's current accounting price.

In case the enterprise implements a change in the purpose of land use that has been allocated, it must pay additional amounts corresponding to the difference in land use right value according to the new purpose as prescribed by the laws on land.

3. In cases where the land area allocated to the enterprise includes areas used for production activities providing public services and welfare (such as green parks, urban environment, bus parking lots, land for water conservancy works...), which are exempt from payment of land use fees according to the laws on land, these areas shall be excluded when determining the land use right value to be included in the corporatized enterprise value. For land areas used for public works with safety protection zones as prescribed by the laws on land, they will also be considered and excluded according to the decision of the competent authority. The corporatized enterprise manages and uses these land areas in accordance with their designated purposes and in compliance with the laws on land.

The Ministry of Natural Resources and Environment shall provide detailed guidance on determining the land area to be excluded from the enterprise value as prescribed in this Article.

4. For land areas already allocated to enterprises and used by them to contribute capital to establish new legal entities, the competent authority deciding to approve the corporatization plan shall handle according to the following principles:

a) Transfer 100% state capital to another enterprise as a partner if all contributing partners in the new legal entity agree.

b) The enterprise continues to inherit and include in the corporatized enterprise value according to the principle prescribed in Article 33 of this Decree.

5. For other land allocation decisions made by the Prime Minister, the land use right value must be re-determined to be included in the enterprise value according to the principle prescribed in Clause 2 of this Article.

6. For remaining land areas (after excluding those specified in Clause 2, Clause 3, Clause 4, and Clause 5 of this Article), the corporatized enterprise shall implement the form of leasing land with a term according to the laws on land and shall not supplement the geographic location advantage value when determining the enterprise value as follows:

a) For land leased under the annual payment method, the enterprise continues to lease land annually according to the current laws and does not include land rent in the enterprise value.

b) For enterprises that have paid land rent in one lump sum for the entire lease period before the Land Law 2003 came into effect, the land use right value must be re-determined based on the lease price at the time of corporatization for the remaining lease period to be included in the enterprise value. The increase due to the re-determined land use right value shall be recorded as an increase in state capital in the corporatized enterprise.

c) In cases where enterprises have been allocated land or legally transferred land use rights for business operations and now implement the leasing form, they must complete the procedures to switch to leasing land according to the laws on land and submit to the corporatization decision-making agency and local land management agency. The remaining land use right value at the time of determining the enterprise value is the amount the enterprise has prepaid for land rent for a certain period according to the prevailing rental prices at the time the enterprise completes the leasing procedures with the local management agency.

7. The People's Committee of the province or centrally governed city shall be responsible for:

a) Within thirty working days from the date of receiving all necessary documents, the People's Committee of the province or centrally governed city must issue formal opinions on the land plots that the enterprise will continue to use after corporatization and the land price as the basis for determining the value as stipulated in point a Clause 2 of this Article.

b) If the enterprise's proposal to use land is inconsistent with the overall planning of the locality and does not comply with the land use purpose decided by the competent authority regarding the reorganization and handling of state-owned property, the enterprise must return the land to the state for other purposes. The People's Committee of the province or centrally governed city shall coordinate with the competent authority deciding the corporatization plan to handle according to the regulations.

c) After thirty working days from the date of receiving all necessary documents, if the People's Committee of the province or centrally governed city has not issued formal opinions on the land price as stipulated in point a Clause 2 of this Article, the competent authority deciding the corporatized enterprise value shall use the land price published by the People's Committee of the province or centrally governed city at the time closest to the valuation time point according to the laws on land for calculation and determination of the corporatized enterprise value; simultaneously, publicly announce in the corporatization plan the provisional calculation of the land use right value.

When transferring land, the People's Committee of the province or centrally governed city shall review and officially determine the obligation to pay the land use right transfer fee based on a price close to the actual market price for the transfer of land use rights with similar purposes at the time of land transfer. The enterprise undergoing shareholding reform is responsible for paying the entire amount to the state budget (including any difference from the provisional price, if applicable) to obtain a certificate of land use rights or sign a land lease contract in accordance with current laws on land.

d) Direct relevant agencies to guide enterprises undergoing shareholding reform to fully implement the procedures and formalities for signing land lease contracts and issuing certificates of land use rights, ownership of houses, and other assets attached to the land in accordance with current laws on land.

7. Point a Clause 4 Article 49 is supplemented as follows:

"- Direct enterprises undergoing shareholding reform to base themselves on the shareholding reform plan approved by the Prime Minister:

+ Proactively prepare legal documents regarding the enterprise's assets (including buildings and land); plans for land use after shareholding reform; inventory of assets and reconciliation of receivables and payables at the time of financial statement preparation in accordance with the law.

+ Develop a schedule for the shareholding reform process (including milestones for each step) to be submitted for approval by the authority deciding on the shareholding reform to implement. In case the shareholding reform schedule cannot be met, the enterprise leadership will be deemed to have failed to complete their tasks."

Article 2. Implementation

1. For enterprises that have completed or are implementing shareholding reform (with the enterprise value determined and announced by the competent authority) before this Decree takes effect, continue to implement land transfer and leasing according to the approved plan without making adjustments in accordance with Articles 2, 3, 4, 5, and 6 of Article 31 as amended and supplemented in Article 1, Clause 6 of this Decree.

2. For enterprises that have included the geographical location advantage value of leased land in the enterprise value and recorded the increase in state capital at the enterprise when determining the enterprise value for shareholding reform, which was announced by the competent authority before Decree No. 59/2011/ND-CP took effect, may deduct the geographical location advantage value from the land lease payment of the shareholding reform enterprise. For enterprises undergoing shareholding reform under Decree No. 109/2007/ND-CP that have not calculated the geographical location advantage value, Decree No. 59/2011/ND-CP shall apply without requiring supplementary calculation of the geographical location advantage value and adjustment of state capital at the enterprise.

Article 3. Effectiveness and Responsibility for Implementation

1. This Decree takes effect from January 15, 2014.

2. The Ministers of Finance, Natural Resources and Environment, State Auditor General, and heads of related agencies within their functions and responsibilities shall be responsible for guiding the implementation of this Decree.

3. The Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairmen of provincial and centrally governed city People's Committees, Councils of Directors of Economic Groups, and General Corporations directed