Decision No. 22/2015/QD-TTg On the Conversion of Public Service Units to Joint Stock Companies

Pursuant to …;

On the transfer of public service units to joint-stock companies

________________

 

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Based on the Enterprise Law dated November 26, 2014;

Pursuant to the Securities Law on June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law on November 24, 2010;

On the basis of the Investment Law dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Production and Business Investment in Enterprises dated November 26, 2014;

Pursuant to Decree No. 59/2011/ND-CP dated July 18, 2011 of the Government on transferring state-owned enterprises with 100% state capital to joint-stock companies; Decree No. 189/2013/ND-CP dated November 20, 2013 of the Government amending and supplementing certain articles of Decree No. 59/2011/ND-CP dated July 18, 2011 of the Government on transferring state-owned enterprises with 100% state capital to joint-stock companies;

Pursuant to Resolution No. 101/NQ-CP dated December 31, 2014 of the Government on the regular meeting of the Government in December 2014;

At the proposal of the Minister of Finance,

The Prime Minister issues this Decision on the transfer of public service units to joint-stock companies.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

a) This Decision stipulates the transfer of public service units directly under Ministries, ministerial-level agencies, government-affiliated agencies, provincial People's Committees, economic groups, and state-owned corporations to joint-stock companies (hereinafter referred to as public service units).

b) In cases where economic groups and state-owned corporations continue to inherit public service units during the process of shareholding reform, the conversion of these units into joint-stock companies shall be carried out in accordance with Decree No. 59/2011/ND-CP and Decree No. 189/2013/ND-CP of the Government.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

Public service units directly under Ministries, ministerial-level agencies, government-affiliated agencies, provincial People's Committees, economic groups, and state-owned corporations must meet the conditions specified in Clause 1, Article 2 of this Decision.

For public service units operating in healthcare, education, and training sectors, efforts should be made to enhance their self-management activities, moving towards full autonomy, and accounting like businesses. Encouragement is given for cooperation based on asset preservation and the purpose of providing public services. Pilot leasing management, leasing physical assets, and pilot shareholding reform should be conducted on the principle of ensuring continued provision of high-quality public services.

Article 2. Conditions, procedures, and formalities for transferring public service units to joint-stock companies

1. Public service units specified in Clause 2, Article 1 of this Decision shall implement the transfer to joint-stock companies when they ensure all the following conditions:

a) They can fully self-fund their regular operational expenses in the most recent year prior to the implementation of the conversion or have the potential to fully self-fund their regular operational expenses after the conversion.

b) Being included in the list of organizations to be converted into joint-stock companies as decided by the Prime Minister.

2. Procedures, formalities, and related contents concerning the transfer of public service units to joint-stock companies shall be implemented in accordance with this Decision; for matters not covered by this Decision, they shall be carried out in accordance with Decree No. 59/2011/ND-CP, Decree No. 189/2013/ND-CP of the Government, and current guiding documents on the transfer of state-owned enterprises with 100% state capital to joint-stock companies.

Article 3. Forms of conversion and methods of initial public offering

1. Forms of conversion

a) Maintaining the existing state capital at the public service unit while issuing additional shares to increase the charter capital.

b) Selling part of the existing state capital.

c) Combining the sale of part of the existing state capital with the issuance of additional shares to increase the charter capital.

2. Methods of initial public offering: Public auction, underwriting, and direct negotiation.

Article 4. Objects and Conditions for Purchasing Shares

1. Domestic Investors

a) Domestic investors include Vietnamese individuals and organizations established and operating under Vietnamese law (except for cases specified in Point a Clause 2 of this Article).

b) Domestic investors have the right to purchase shares of public service units undergoing conversion without limitation on quantity, except for cases specified in Clause 4 of this Article.

2. Foreign Investors

a) Foreign investors include foreign organizations and individuals as prescribed in the Regulations on Capital Contribution and Share Purchase by Foreign Investors in Vietnamese Enterprises decided by the Prime Minister during each period.

b) Foreign investors may purchase shares of public service units undergoing conversion according to the provisions of this Decision. The ownership ratio of foreign investors shall be implemented in accordance with the laws on shareholding and enterprise conversion.

c) Foreign investors wishing to purchase shares must open a deposit account at a service provider organization in accordance with Vietnamese laws on foreign exchange.

3. Strategic Investors

a) Strategic investors are domestic and foreign investors with financial capacity, new technology transfer, human resource training, and a written commitment from authorized persons to long-term interests with the unit.

b) Based on the registered capital scale, field of operation, and development expansion requirements of the unit, the Steering Committee for the Shareholding of Public Service Units will establish criteria for selecting strategic investors to submit to the authority deciding on shareholding for approval. The number of strategic investors is determined at a maximum of three investors. Strategic investors are not allowed to transfer the purchased shares within a minimum period of five years from the date the unit first receives the Enterprise Registration Certificate; in special cases requiring transfer before this period, it must be approved by the General Meeting of Shareholders.

If strategic investors fail to fulfill their commitments or violate the transfer restrictions as stipulated, they must compensate for all losses incurred in accordance with the commitment contract and current laws.

c) Principles for Determining the Sale Price of Shares for Strategic Investors:

- In the case of selling shares to strategic investors after a public auction, the sale price is directly negotiated between the Steering Committee for Shareholding and the strategic investors but must not be lower than the lowest successful auction price.

- In the case of direct negotiation or auction among strategic investors meeting the criteria and having registered to purchase before the public auction, the sale price is the agreed price between the parties or the successful auction price but must not be lower than the starting price approved by the competent authority deciding the conversion plan.

4. Members of the Steering Committee for Shareholding (excluding members representing public service units), intermediary financial organizations, and individuals directly advising, valuing, and auctioning the sale of shares of public service units are not permitted to participate in the auction to purchase the initial issuance of shares of that unit.

Article 5. Consulting for corporatization and conversion costs of public service units to joint-stock companies

1. Consulting for corporatization

Public service units may hire organizations to provide consulting services to determine the value of the unit when implementing the conversion, develop conversion plans, and sell initial shares. The competent authority deciding on the conversion plan shall select the consulting organization according to the provisions of the law and guidelines issued by the Ministry of Finance. The cost of hiring consulting services for conversion shall be included in the corporatization costs.

2. Conversion Costs

The costs incurred in converting public service units into joint-stock companies shall be implemented in accordance with the regulations applicable to the conversion of state-owned enterprises with 100% state capital into joint-stock companies.

Article 6. Rights and Obligations of Public Service Units After Conversion to Joint-Stock Companies

1. After being converted into joint-stock companies, the units shall operate in accordance with the Enterprise Law, specialized laws, and current legal regulations; continue to provide various types of public services to society. They have the right to independently set service prices based on price frameworks established by authorized bodies that cover all reasonable costs in compliance with the law.

2. When undergoing the conversion process into joint-stock companies, the units are responsible for arranging and utilizing the maximum number of employees at the time of the conversion decision, coordinating with relevant agencies to resolve retirement and termination benefits for employees in accordance with the Labor Code and other current rights; inheriting all responsibilities towards employees transferred from public service units; having the right to select and arrange employment for labor.

3. Public service units after being converted into joint-stock companies continue to inherit financial obligations and other obligations handed over from public service units to joint-stock companies; are responsible for monitoring, urging the recovery of receivables and fulfilling payment obligations; are entitled to use all assets and funds received for effective business operations.

4. Public service units have the responsibility to coordinate with relevant agencies to inspect and handle financial issues to determine the value of the state capital portion of the unit at the official time of conversion into a joint-stock company.

Chapter II

FINANCIAL HANDLING AT THE TIME OF DETERMINING VALUE

PUBLIC SERVICE UNITS CONVERTED

Article 7. Inventory and Classification of Assets

1. Upon receiving the decision to implement the conversion from the competent authority, the parent company of the economic group or state corporation shall hand over to the public service unit (for dependent units of the parent company) assets, capital, land use rights, benefits, obligations, and responsibilities associated with the unit's activities.

2. Public service units are responsible for preparing financial statements and conducting audits at the time of determining the value of the unit, submitting them to the competent authority for approval.

3. Public service units organize inventory and classification of assets under their management and use; prepare detailed lists identifying the quantity, quality, and value of existing assets managed and used (including land use rights, patents, inventions, scientific research projects...); check cash balances, reconcile bank account balances; identify excess or missing assets compared to accounting records.

4. Reconciliation, Confirmation, and Classification of Receivables and Payables: Public service units shall reconcile, confirm, and classify receivables and payables; prepare detailed lists for each debtor and creditor according to the following:

a) Receivables:

- Reconcile and confirm all receivables (including overdue, due, and past-due receivables).

- Clearly analyze difficult-to-collect receivables and uncollectible receivables. Uncollectible receivables must be supported by sufficient documentation proving they cannot be recovered.

- For advance payments made to suppliers such as rent, land lease, purchase of goods, and labor costs, these should be reconciled with contracts and the volume of goods and services provided to be included in the value of the public service unit being converted.

b) Payables include loans, taxes, and other payments to the state budget: Based on contracts and debt notices, reconcile and prepare detailed lists of loans by each creditor; determine tax liabilities and other payments to the state budget; specifically analyze loans according to contracts, loans within term, loans not yet due, overdue loans, principal, unpaid interest, payable but not required to be paid.

Payables that are not required to be paid are determined according to current state regulations.

Article 8. Financial Treatment

Based on the results of inventory, audited financial reports approved by the competent authority, the unit shall cooperate with relevant agencies to handle existing financial issues in accordance with the law before determining the value of the public service institution and the state capital value at the unit. In cases where there are difficulties or exceed the authority's jurisdiction, they shall report to the competent authority for consideration and resolution.

Assets and accounts receivable/payable shall be handled according to the following principles:

1. For lost or missing assets: The unit shall clearly identify the cause, responsibility of individuals or groups, and request compensation in accordance with the law. Any difference (if any) between the remaining value of the asset and the compensation amount from the responsible individuals or groups shall be recorded as operating expenses of the unit.

2. Surplus assets, if the cause cannot be determined or the owner cannot be found, shall be treated by increasing the actual value of the state capital.

3. For assets not needed for use, unsold assets, the unit shall establish a Committee to carry out liquidation and sale procedures in accordance with regulations. Liquidation and sale of assets shall be conducted through public auction in accordance with current State regulations. Revenue and costs related to the liquidation and sale of assets shall be recorded as income and expenses of the unit. If the value of the public service institution has not been processed in time by the valuation date, the competent authority shall announce the value of the unit and decide to exclude it from the valuation and transfer it to the parent company of the economic group, state-owned corporation, or Vietnam Asset Management Joint Stock Company Limited for handling in accordance with regulations.

4. Welfare facilities (kindergartens, welfare assets) funded by reward funds or welfare funds shall not be included in the value of the public service institution; the joint-stock company shall continue to manage and use them for welfare purposes for employees. For areas allocated as housing for staff that meet the conditions stipulated by the Land Law and guiding documents, the unit shall process the transfer to the local land management agency for management in accordance with current laws.

5. Assets used for the unit's activities funded by reward or welfare funds shall be included in the value of the public service institution and the joint-stock company shall continue to use them. The joint-stock company shall be responsible for returning the corresponding capital equivalent to the value of these assets to the reward or welfare fund to distribute among employees working at the time of valuation based on years of service.

6. The balance of reward or welfare funds, after covering excess expenditures for employees beyond the prescribed limits, shall be distributed to employees working at the unit at the time of valuation based on years of service.

7. For receivables and payables

a) Receivables that cannot be recovered shall be handled in accordance with current State regulations on handling difficult-to-collect receivables.

b) Payables that do not need to be paid shall be recorded as an increase in state capital at the unit.

8. For budgetary funds or funds provided by the parent company of the economic group, state-owned corporation

a) To implement scientific research and technology projects, basic construction projects, and equipment procurement approved by the competent authority and still ongoing or not yet started: Until the official transfer to the joint-stock company, the public service institution shall continue to receive budgetary funds or funds from the parent company of the economic group, state-owned corporation to complete the implementation. This funding will be recorded as an increase in the investment value of state capital at the joint-stock company; the joint-stock company shall be responsible for adjusting the registered capital in accordance with the Enterprise Law.

b) For training, cadre development, national target programs: The public service institution shall continue to implement until the official transfer to the joint-stock company. Remaining funds or unused funds must be remitted to the State budget or returned to the parent company of the economic group, state-owned corporation. Budgetary funds provided by the State budget shall be settled in accordance with the State Budget Law.

9. For public service institutions with stable income reserve funds that have not been fully utilized by the time of conversion to a joint-stock company, this amount shall be distributed to employees working at the unit at the time of valuation of the public service institution based on years of service.

Chapter III

DETERMINATION OF THE VALUE OF PUBLIC SERVICE INSTITUTIONS CONVERTED TO JOINT-STOCK COMPANIES

Article 9. Consulting to Determine Value

1. Public service units with total asset value according to accounting books from VND 30 billion or more, or state capital value according to accounting books from VND 10 billion or more must engage organizations with valuation functions such as auditing companies, securities companies, domestic and foreign appraisal enterprises (hereinafter referred to as valuation consulting organizations) to provide consulting services for determining the unit's value.

2. In cases not falling under the objects specified in Clause 1 of this Article, the unit shall determine its own value and report to the competent authority for decision-making. If necessary, the unit may hire an organization with appraisal functions to provide consulting services for determining the value.

3. The competent authority deciding the conversion plan selects the valuation consulting organization according to the principle that

a) For tender packages for valuation consulting with a value not exceeding VND 3 billion, the competent authority deciding the conversion plan may choose the direct assignment method to select the valuation consulting organization from the list published by the Ministry of Finance after approval by the Prime Minister; if it is deemed necessary to organize a tender, the tender shall be conducted in accordance with the provisions of the Law on Bidding.

b) For tender packages for non-valuation consulting not covered by Point a of Clause 3 of this Article, the competent authority deciding the conversion plan decides to organize a tender to select the unit to perform valuation consulting in accordance with the regulations.

4. The valuation consulting organization implements the determination of the value of public service units undergoing conversion in accordance with this Decision and must complete within the stipulated time frame and in accordance with all commitments made in the signed contract. The public service unit undergoing conversion is responsible for providing full and truthful information related to the valuation process for the valuation consulting organization to use.

The valuation consulting organization is responsible for the results of the value determination of the public service unit undergoing conversion. If the value determination result does not comply with legal regulations, the competent authority deciding the conversion plan may refuse payment of the service fee; if causing damage to the State, compensation must be provided and the organization will be removed from the list of eligible organizations for valuation consulting.

5. Valuation Consulting Costs

Valuation consulting costs are agreed upon between the public service unit undergoing conversion and the consulting organization based on the bidding results. In cases without bidding, the Steering Committee for Shareholding discusses the costs with the valuation consulting organization and submits them for approval by the competent authority deciding the conversion plan.

Article 10. Methods Applied and Basis for Determining the Value of Public Service Units

The method for determining the value of public service units converting to joint-stock companies is the asset-based method. The basis for determining the value includes:

- Decisions and handover records of assets from the parent company of economic groups, state-owned corporations to the public service unit undergoing conversion (if applicable), financial statements, figures from the unit's accounting books at the time of value determination.

- Inventory, classification, and quality assessment materials of the unit's assets at the time of value determination.

- Market prices of assets at the time of valuation organization.

- Land use rights values, re-evaluated land rent values in cases where the entire lease period has been paid in advance.

Article 11. Determining the actual value of various types of assets of public service units being converted into joint-stock companies

1. For tangible assets

a) The actual value of the asset equals (=) the original cost calculated based on the market price at the time of valuation multiplied (x) by the remaining quality of the asset at the time of valuation.

Where:

- Market price is:

+ The price of new similar assets currently being bought and sold on the market including transportation and installation costs (if applicable). If it is a special asset not available on the market, the purchase price is calculated based on the price of a new equivalent asset from the same country of production with the same capacity or equivalent features. In cases where there is no equivalent asset, the price recorded in the accounting books shall be used.

+ The basic construction unit price and investment quota as prescribed by the competent authority at the time closest to the valuation date for assets that are basic construction products. In cases where there is no regulation, the book value shall be used, taking into account inflation factors in basic construction.

Specifically, for newly completed investment construction projects within three years prior to determining the value, the approved final settlement value of the project by the competent authority shall be used. In exceptional cases, if the project has been put into use but not yet approved by the competent authority, the provisional value shall be based on the amount recorded in the accounting books.

- The quality of the asset is determined as a percentage compared to the quality of newly purchased or newly constructed similar assets, in accordance with state regulations on safety conditions for use and operation of the asset; ensuring product quality and environmental hygiene according to technical economic sector guidelines. If there are no state regulations, the quality of machinery and equipment, transport means shall be reassessed not lower than 20% of the quality of newly purchased similar assets; for factory buildings and architectural structures, not lower than 30% of the quality of newly constructed similar assets.

b) Fixed assets that have fully depreciated and recovered capital; tools and management equipment that have been fully allocated to operating expenses but continue to be used by public service units undergoing conversion must be revalued at a minimum of 20% of the value of newly purchased assets, tools, and equipment.

2. For cash and deposits, they are determined as follows

a) Cash on hand is determined based on the inventory reconciliation report.

b) Deposits are determined based on the confirmed balance reconciled with the bank where the unit maintains its account.

3. Accounts receivable are included in the determined value based on the actual balance on the accounting books and after reconciliation and processing as stipulated in Point a Clause 4 Article 7 of this Decision.

4. Costs related to basic construction investments, unfinished costs associated with compensation, clearance, land leveling, and land use rights value are determined based on actual occurrences recorded in the accounting books.

5. The value of collateral and short-term and long-term guarantees is determined based on the actual balance on the accounting books that have been confirmed.

6. The value of intangible assets (if any) is determined based on the remaining value recorded in the accounting books.

7. Business advantage value

Public service units are not required to include business advantage value (brand, development potential) in the value when implementing the conversion.

8. The value of land use rights to be included in the value of public service units undergoing conversion shall be implemented in accordance with Clause 6 Article 1 of Decree No. 189/2013/ND-CP of the Government and relevant guiding documents.

Article 12. The actual value of state capital at public service units converting to joint-stock companies

1. The actual value of state capital at the unit is equal to the actual value of the unit minus (-) the actual debts payable, income stabilization reserve fund, and surplus operating funds (if any). Among these, actual debts payable are the total value of debts payable minus (-) non-payable debts.

2. The actual value of public service units converting is the value of all current assets determined according to Article 11 of this Decision.

Article 13. Announcing the value of public service units converting

Based on the valuation report of the public service unit established by the consulting organization (or self-established by the unit), the Steering Committee for Joint-Stock Conversion reviews the procedures, processes, and methods of determining the value of the public service unit converting according to regulations, and reports to the competent authority specified in Clause 2, Article 22 of this Decision to issue a decision announcing the value of the public service unit.

The time of announcing the value of the converted unit must not exceed six months from the date of determining the maximum value. In cases where the value of the unit has not been announced within the above period, the competent authority may consider and decide to extend the announcement period but must ensure that the time between the announcement of the value and the first issuance of shares does not exceed twelve months, except for special cases decided by the Prime Minister.

Article 14. Adjusting the value of public service units

1. Public service units undergoing conversion may adjust the previously announced enterprise value in the following circumstances:

a) There are objective reasons (natural disasters, enemy attacks, changes in state policies, or other force majeure factors) affecting the value of the unit's assets.

b) After eighteen months from the date of determining the value, the public service unit has not completed the sale of shares, except for special cases decided by the Prime Minister.

2. The provisions of Clause 1 of this Article only apply if the public service unit converting has not yet sold shares.

3. The competent authority is responsible for reviewing, deciding on adjustments, and re-announcing the value of the public service unit converting. The decision adjusting the value of the public service unit serves as the basis for developing the conversion plan.

Article 15. Financial handling at the time when public service units officially convert to joint-stock companies

1. Based on the decision announcing the value of the public service unit by the competent authority, the unit is responsible for adjusting the figures in its accounting books.

2. During the period from the date of determining the value of the public service unit to the official conversion date, the unit continues to handle financial issues according to current regulations and prepares financial statements at the official conversion date, including:

a) For fixed asset investments and unfinished construction projects when determining the value of the public service unit, if they are completed and approved by the competent authority at the official conversion date with discrepancies compared to the determination date, such discrepancies will be adjusted according to the approved settlement.

b) The depreciation rate of fixed assets is the rate registered with the tax authority before determining the value of the public service unit.

c) Revenue and expenditure discrepancies are handled according to current state regulations for public service units.

3. Within thirty days from the date of receiving the business registration certificate, the Steering Committee for Joint-Stock Conversion directs the working group and the public service unit to complete the preparation of financial statements at the registration date, conduct an audit of the financial statements; request the tax authority to prioritize tax settlement inspections and payments to the budget (if any); reassess the state capital value at the official conversion date; prepare reports on the settlement of proceeds from privatization, payments to redundant employees, and privatization costs.

If the valuation date of the public service unit is the previous year and the official conversion date is the subsequent year, only one financial statement covering the entire period should be prepared, without separating two reports at December 31 and the official conversion date. The financial statement must be submitted to relevant agencies and units in accordance with legal accounting regulations.

The audited financial statements, settlement documents during the conversion process (including proceeds from privatization, payments to redundant employees, and conversion costs), and related documents of the unit are sent to the conversion decision-making agency and related agencies for coordinated inspection and resolution of financial issues and approval of financial statements and settlement of the conversion process.

4. Within thirty days from the date of receiving the audited financial statements and tax settlement reports (if any) of the public service unit, the conversion decision-making agency is responsible for coordinating with related agencies to inspect and resolve financial issues and issue decisions approving financial settlements, proceeds from conversion, conversion costs, support funds for redundant employees, and announcing the actual value of state capital at the official conversion date of the public service unit as the basis for handover between the public service unit and the joint-stock company.

5. The difference increase between the actual value of the state capital portion at the official time of transferring to a joint-stock company and the actual value of the state capital portion at the time of determining the value of the public service unit for conversion shall be paid into the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation, or the Enterprise Restructuring and Development Support Fund (for units under ministries, ministerial-level agencies, government-affiliated agencies, provincial people's committees under central cities).

In cases where the parent corporation of the economic group or state-owned corporation has already been converted into a joint-stock company, this difference shall be paid into the Enterprise Restructuring and Development Support Fund.

In cases where a decrease difference arises, the unit shall be responsible for reporting to the competent authority to coordinate with relevant agencies to organize inspections, clarify causes, determine collective and individual responsibilities, and handle as follows:

a) If the cause is due to objective reasons (natural disasters, enemy attacks, changes in state policy, or other force majeure factors), the unit shall report to the competent authority deciding on the conversion for consideration and decision on using proceeds from selling shares to offset losses after deducting insurance compensation (if any). If the proceeds from selling shares are insufficient to cover the losses, the competent authority shall consider through the General Meeting of Shareholders to adjust the scale and structure of the registered capital of the unit.

b) If the cause is due to subjective reasons:

- In cases where a decrease difference arises due to incomplete resolution of financial issues according to current laws when determining the value of the state capital portion at the public service unit, the responsibility of related agencies (the unit, valuation consulting agency, and the agency deciding on the value of the public service unit being converted) must be clearly determined to handle material compensation.

- In cases where a decrease difference arises due to management, the managers of the unit shall be responsible for compensating the entire loss caused by subjective reasons according to current regulations.

- In cases where the person responsible for compensation is unable to fulfill the compensation decision of the competent authority due to force majeure, the remaining loss shall be handled as in cases due to objective reasons as stipulated in Point a of this Clause.

Article 16. Handover between Public Service Units Implementing Conversion and Joint-Stock Companies

Based on the decision approving the final accounts of finance, the proceeds from shareholding, the costs of shareholding, the support funds for surplus labor, and the decision announcing the actual value of the state capital portion at the time the public service unit officially converts into a joint-stock company, the State Capitalization Steering Committee shall direct the unit to adjust accounting books, prepare handover documents, and organize the handover; the handover completion time shall not exceed 30 days from the date of the decision approving the final accounts of finance at the time the unit officially transfers to a joint-stock company.

The joint-stock company may use all assets and sources of capital received from the handover to organize operations; it shall inherit all rights, obligations, and responsibilities of the public service unit that has been handed over and other rights and obligations as prescribed by law.

The obligations and responsibilities of the public service unit determined and supplemented after the final accounts and handover to the joint-stock company shall not be the responsibility of the joint-stock company. In cases where the handover is incomplete, leading to the joint-stock company not assuming the responsibility to inherit the debt obligation of the public service unit undergoing shareholding, the Director (or Principal, President), Chief Accountant of the public service unit and related organizations and individuals shall fully bear the responsibility for paying off the debt.

Within 60 days from the date of signing the Handover Protocol, the joint-stock company must complete all asset and land-related documents and submit them to the competent authorities as prescribed to implement the transfer of management and use of assets from the public service unit to the joint-stock company; carry out land allocation, payment of land use fees, issuance or replacement of land use right certificates in accordance with the Land Law and guiding documents implementing the Land Law.

1. Handover documents include

a) Documents determining the value and decision announcing the value of the public service unit being converted.

b) Financial reports at the time the unit officially converts into a joint-stock company, which have been audited and approved by the parent corporation of the economic group or state-owned corporation, or the ministry, ministerial-level agency, government-affiliated agency, provincial people's committee under central cities (for units under ministries, ministerial-level agencies, government-affiliated agencies, provincial people's committees under central cities).

c) Decision determining the value of the state capital portion at the time of converting into a joint-stock company by the competent authority.

d) Handover protocol for assets and capital established at the time of handover (with detailed lists of receivables and payables handed over for the joint-stock company to continue inheriting and unresolved financial issues requiring continued handling - if any).

đ) Reports on labor conditions and land use.

2. Handover parties include

a) Representatives of the owner or parent corporation of the economic group or state-owned corporation; the Director (or Principal, President) and Chief Accountant of the public service unit undergoing shareholding representing the handing-over party.

b) Chairman of the Board of Directors, Director, Chief Accountant, and representative of the trade union organization of the joint-stock company representing the receiving party.

3. The handover protocol must contain signatures of all handover parties and must clearly state: The situation of assets, capital, and labor at the time of handover; rights and obligations of the joint-stock company to continue inheriting; unresolved issues that the joint-stock company is responsible for continuing to resolve.

Chapter IV

INITIAL SHARE SALES AND MANAGEMENT OF FUNDS FROM THE CONVERSION OF PUBLIC SERVICE UNITS

INTO JOINT-STOCK COMPANIES

Article 17. Determination of Registered Capital and Capital Structure

1. Based on the results of the valuation of the state-owned capital portion at the public service unit being converted and the production and business plans for the years following the conversion to a joint-stock company, the competent authority shall decide on the conversion plan, determining the scale and capital structure as follows:

a) In cases where the actual value of the state-owned capital portion at the converting unit exceeds the necessary registered capital for the unit's operations after conversion, the competent authority shall approve the conversion plan to adjust the registered capital according to actual needs. The difference between the actual value of the state-owned capital and the determined registered capital shall be deposited into the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation, or into the Enterprise Restructuring and Development Support Fund (for units under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, centrally-administered municipalities).

b) In cases of issuing additional shares, the registered capital shall be determined based on the actual value of the state-owned capital at the enterprise and the value of the additional issued shares calculated at their par value.

2. On the basis of the determined registered capital, the conversion decision-making body shall determine the initial share capital structure based on the actual scale, including:

a) State-owned shares held according to the criteria for classifying state-owned enterprises published by the Prime Minister during each period.

b) Shares sold to strategic investors and other investors not less than 20% of the registered capital. The number of shares sold to other investors shall not be less than 50% of the aforementioned shares.

c) Preferential shares sold to trade unions at the public service unit undergoing shareholding reform:

The grassroots trade union may use the trade union fund to purchase preferential shares but not exceeding 3% of the registered capital, and these shares shall not be transferred; the price of selling preferential shares to trade unions shall be the same as the price of selling preferential shares to employees as stipulated in Clause 1, Article 21 of this Decision.

d) Preferential shares sold to employees in the public service unit shall be carried out in accordance with the provisions of Article 21 of this Decision.

Article 18. Management and Utilization of Proceeds from the Conversion of Public Service Units

1. In cases of selling state-owned capital:

a) The proceeds from the conversion shall be used by the unit to pay for conversion costs and labor surplus policy expenses as prescribed by the state regulations applicable to wholly state-owned enterprises converted into joint-stock companies and the decisions of the competent authorities. The remaining amount (including the difference in share sale prices) after deducting the aforementioned expenses shall be deposited into the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation, or into the Enterprise Restructuring and Development Support Fund (for units under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, centrally-administered municipalities).

b) In cases where the conversion proceeds are insufficient to cover labor surplus policies, they shall be supplemented from the Enterprise Restructuring and Development Support Fund (for units under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, centrally-administered municipalities) or from the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation (for units under economic groups or state-owned corporations). If the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation is insufficient, it shall be supported from the Enterprise Restructuring and Development Support Fund.

2. In cases of issuing additional shares to increase registered capital:

a) The conversion proceeds retained by the unit shall correspond to the value of the additional issued shares calculated at their par value; the excess capital (the difference between the proceeds from the privatization and the total par value of the additional issued shares) shall be used to pay for conversion costs and resolve policies for surplus labor; if insufficient, it shall be supplemented from the Enterprise Restructuring and Development Support Fund (for units under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, centrally-administered municipalities) or from the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation (for units under economic groups or state-owned corporations). If the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation is insufficient, it shall be supported from the Enterprise Restructuring and Development Support Fund.

b) Any remaining funds (if any) shall be left to the unit in proportion to the additional issued shares in the capital structure; the remaining amount (including the difference in share sale prices) after deducting the expenses as stipulated in Point a, Clause 1 of this Article shall be deposited into the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation, or into the Enterprise Restructuring and Development Support Fund (for units under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, centrally-administered municipalities).

3. In cases of selling state-owned capital combined with issuing additional shares:

a) The conversion proceeds retained by the public service unit shall correspond to the value of the additional issued shares calculated at their par value; the excess capital shall be used to pay for conversion costs and resolve policies for surplus labor, if insufficient, it shall be handled as stipulated in Point b, Clause 1 of this Article.

b) Any remaining amounts (if any) shall be handled as follows:

- Deposited into the Enterprise Restructuring Support Fund at the parent corporation of the economic group or state-owned corporation, or into the Enterprise Restructuring and Development Support Fund (for units under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, centrally-administered municipalities) the value of the state-owned shares sold off at their par value.

- Any remaining amounts (if any) shall be distributed as stipulated in Point b, Clause 2 of this Article.

Article 19. Appointment of State Capital Representatives at Public Service Units Converted to Enterprises

1. The Board of Members of state-owned economic groups and corporations shall be the owner of the state capital at public service units belonging to such groups and corporations after they are converted into joint-stock companies.

2. The Prime Minister decides on the agency representing the owner of the state capital at public service units under ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees after they are converted into joint-stock companies.

3. The agency that is the owner of the state capital at public service units after they are converted into joint-stock companies shall be responsible for appointing representatives for the state capital. The appointed representative must meet the standards set forth for representatives of state capital at wholly state-owned enterprises converted into joint-stock companies.

Chapter V

POLICIES FOR PUBLIC SERVICE UNITS CONVERTED AND EMPLOYEES

TRANSFORMATION AND LABORERS

Article 20. Preferential Policies for Public Service Units Converted to Enterprises

1. Exemption from stamp duty for the transfer of assets under the management and use of public service units to become the property of joint-stock companies.

2. Exemption from registration fees for business registration certificates when converting public service units into joint-stock companies.

3. Entitlement to re-sign contracts for leasing land, houses, and buildings from state agencies according to laws on land and assets.

4. Maintenance and development of welfare funds in the form of tangible assets such as cultural facilities, clubs, infirmaries, convalescent homes, kindergartens to ensure welfare for employees in joint-stock companies.

5. Public service units operating in science, technology, education, vocational training, healthcare, culture, sports, and environmental fields, upon conversion to joint-stock companies, continue to enjoy preferential policies for scientific and technological activities and socialization encouragement policies as those applicable to enterprises in these fields before conversion.

Article 21. Preferential Policies for Employees in Public Service Units Converted to Enterprises

1. Employees listed in the regular staff list of public service units at the time of announcement of the maximum purchase value may buy up to 100 shares per year of actual work experience in the state sector at a price equal to 60% of the lowest successful auction price (in case of public auction) or 60% of the lowest successful sale price to strategic investors (in case of sale to strategic investors).

2. Employees listed in the regular staff list of the unit at the time of announcement of the public service unit's conversion, who are needed and commit to working for at least three years (from the date the unit first receives its business registration certificate), may purchase additional shares according to the following provisions:

a) Purchase an additional 200 shares/year for each year of continued commitment to work, but not exceeding 2,000 shares for one employee.

Specifically, employees who are outstanding experts with high professional qualifications and leaders of research projects with applied inventions and innovations working in public service units, committing to work for at least five years (from the date the unit first receives its business registration certificate), may purchase additional shares at a rate of 800 shares/year for each year of continued commitment to work, but not exceeding 8,000 shares for one employee. Sector management bodies and provincial people's committees of centrally-administered cities guide and inspect public service units converted under economic groups and state-owned corporations to establish criteria for identifying outstanding experts and highly qualified personnel suitable for the specific industry and field of operation of the public service unit; this criterion must be agreed upon by the Workers' Congress of the unit before conversion.

b) The selling price of preferential shares for employees purchasing additional shares as stipulated in Point a Clause of this Article is determined as the lowest successful auction price (in case of public auction) or equal to the lowest successful sale price to strategic investors (in case of sale to strategic investors).

c) The number of preferential shares purchased by employees, outstanding experts, highly qualified personnel, and leaders of research projects with applied inventions and innovations will be converted into ordinary shares after the commitment period ends.

In cases where the conversion of public service units leads to employees having to terminate their labor contracts, resign, or lose their jobs earlier than the committed period according to the Labor Code, the additional shares purchased will be converted into ordinary shares. If employees wish to resell these shares to the company, the joint-stock company has the responsibility to repurchase them at a price close to the market transaction price.

In cases where employees terminate their labor contracts earlier than the committed period or due to unforeseen circumstances (such as death, loss of working ability...), the joint-stock company will pay back the amount spent by the employee on purchasing preferential shares after deducting the benefits already enjoyed from these shares. The company retains these shares to sell to newly recruited employees.

3. Entitlement to share the surplus cash of reward funds and welfare funds including assets used for activities specified in Clause 5, 6 Article 8 of this Decision to purchase shares.

4. Continued participation and enjoyment of social insurance, health insurance, and other benefits according to current regulations when transitioning to joint-stock companies.

5. Enjoyment of retirement benefits and other rights according to current regulations if they have met the conditions at the time of announcement of the public service unit's value.

6. Redundant employees at the time of enterprise valuation shall enjoy policies similar to those for redundant employees when restructuring single-member limited liability companies owned by the state.

Chapter VI

IMPLEMENTATION

Article 22. Powers and responsibilities in the organization of implementation of conversion

1. The Prime Minister

a) Approves the list of conversion of public service units under state-owned economic groups and corporations into joint-stock companies.

b) Approves the list and conversion plans for public service units under ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees into joint-stock companies according to the classification criteria set by the Prime Minister.

c) Decides on the agency representing the state ownership interest at public service units under ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees after they have been converted into joint-stock companies in accordance with Clause 2, Article 19 of this Decision.

2. Ministers of Ministries, Heads of ministerial-level agencies, Heads of government agencies, Chairmen of provincial people's committees, and centrally-administered city people's committees

a) Submit to the Prime Minister for approval the list of public service units under state-owned economic groups and corporations based on the proposal of the Board of Directors of state-owned economic groups and corporations.

b) Review and classify public service units under ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees that meet the conditions for conversion into joint-stock companies according to Clause 1, Article 2 of this Decision; submit to the Prime Minister for approval the list and conversion plans, including proposing the agency to represent state ownership interest at the joint-stock company.

c) Establish a Steering Committee for the conversion of public service units to implement the conversion process in accordance with this Decision.

d) Guide, inspect, and supervise the conversion process of units in accordance with the contents stipulated in this Decision and national regulations.

đ) Direct public service units under ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees to handle financial issues, organize the valuation of units, develop conversion plans, implement approved plans; announce the value of converted public service units.

e) Decide on announcing the value of public service units and approving conversion plans for public service units under state-owned economic groups and corporations.

g) Handle financial issues of public service units within their authority.

h) Take the lead in coordinating with relevant agencies to appraise and approve final accounts of finance, conversion costs; final accounts of support funds for surplus labor, final accounts of proceeds from conversion, and announce the actual value of state capital at the time when the public service unit first receives the Enterprise Registration Certificate.

i) Resolve disputes and complaints related to converted public service units within their authority in accordance with current laws.

k) The Ministry of Planning and Investment takes the lead in coordinating with ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees to establish classification criteria for public service units to be submitted to the Prime Minister in the third quarter of 2015.

l) The Ministry of Labor, Invalids, and Social Affairs issues guiding documents to implement provisions of this Decision related to its functions and tasks.

3. Board of Directors of parent companies of state-owned economic groups and corporations

a) Review public service units meeting the conditions specified in Clause 1, Article 2 of this Decision for conversion into joint-stock companies, report to ministers of ministries, heads of ministerial-level agencies, heads of government agencies, chairmen of provincial people's committees, and centrally-administered city people's committees to submit to the Prime Minister for approval of the conversion list.

b) Guide, inspect, and supervise the conversion process of public service units according to the stipulated contents.

c) Direct public service units to handle financial issues, organize the valuation of units, develop conversion plans, and implement approved plans.

d) Handle financial issues of public service units within their authority.

đ) Submit to ministers of ministries, heads of ministerial-level agencies, heads of government agencies, chairmen of provincial people's committees, and centrally-administered city people's committees for decision on announcing the value of public service units and approving conversion plans.

e) Direct public service units to carry out final accounts of finance, conversion costs, support funds for surplus labor, proceeds from shareholding, and determine the actual value of state capital at the time when the public service unit first receives the Enterprise Registration Certificate to submit to ministers of ministries, heads of ministerial-level agencies, heads of government agencies, chairmen of provincial people's committees, and centrally-administered city people's committees for appraisal and approval.

4. Powers, responsibilities, and composition of the Conversion Steering Committee

a) The Conversion Steering Committee has the following powers and responsibilities:

- Assist the conversion decision-making body in directing and organizing the conversion of public service units into joint-stock companies in accordance with this Decision.

- Be authorized to use the seal of the competent authority while performing its duties.

- Establish a Working Group to implement the conversion work at public service units.

- Direct the development of conversion plans and draft articles of association of the initial joint-stock company.

- Direct public service units undergoing conversion:

+ Prepare legal documents regarding assets of the unit (including buildings and land); post-conversion land use plans; inventory assets and reconcile debts at the time of preparing financial reports in accordance with legal regulations.

+ Develop a conversion progress plan (including timelines for each step) to be submitted to the conversion decision-making body for approval and implementation. In case the conversion progress cannot be achieved, the leadership of the unit will be deemed to have failed to complete the task.

- Review and submit to the competent authority for decision on announcing the value of public service units, and for approving the conversion plan.

- Direct the converting unit to cooperate with financial intermediaries to organize the auction sale of shares.

- Compile and report to the competent authority the results of the share sale.

- Compile and submit to the competent authority for decision on adjusting the conversion plan, and for adjusting the value of public service units after they become joint-stock companies.

- Examine, select, propose, and coordinate with the competent authority to appoint representatives of state capital at public service units after the conversion.

- Submit to the competent authority for approval of the labor utilization plan (in the conversion plan) after the decision on announcing the value of public service units has been made.

b) The members of the Steering Committee for the conversion of public service units shall be decided by the Ministers of the Ministries, the Chairpersons of the People's Committees of provinces and centrally governed cities, including representatives of parent companies of state-owned economic groups and corporations (for units under state-owned economic groups and corporations).

Article 23. Effectiveness

1. This Decision takes effect from August 10, 2015.

2. Public service units directly subordinate to independent limited liability companies wholly owned by the State when undergoing shareholding reform shall apply the provisions of this Decision.

3. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of the People's Committees of provinces and centrally governed cities, Chairpersons of the Boards of Directors, General Directors of state-owned economic groups and corporations, and Directors, Principals, and Presidents of public service units undergoing conversion are responsible for implementing the provisions of this Decision./.