Decision No. 22/2021/QD-TTg on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Ownership Transformation, Restructuring, and Divestiture during the Period 2021-2025

Pursuant to …;

On Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Implementation of Ownership Transfer, Restructuring, and Divestment during the Period 2021-2025

 with State Capital to be Implemented transfer of ownership, restructuring,

divestment period 2021-2025

^{_____________} 

||| Pursuant to the Law on Organization of the Government dated June 19, 2015;

Pursuant to the Law on Enterprises dated June 17, 2020;

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

At the proposal of the Minister of Planning and Investment,

The Prime Minister issues this Decision on the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestiture During the Period from 2021 to 2025.

This Decision stipulates the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Implementation of Ownership Transfer, Restructuring, and Divestment during the Period 2021-2025 (hereinafter referred to as Classification Criteria) as the basis for reviewing the Plan to Maintain Joint Stock Companies with One Member, Ownership Transfer (including forms such as shareholding reform, selling the entire enterprise, converting into joint stock companies with two or more members), Restructuring (including forms such as merger, consolidation, division, spin-off, bankruptcy), and Divestment of State-Owned Enterprises and Enterprises with State Capital during the Period 2021-2025 (hereinafter collectively referred to as the Plan for Enterprise Restructuring during the Period 2021-2025).

Agricultural and Forestry Companies; Defense and Security Enterprises; Vietnam National Capital Investment Corporation; Vietnam Asset Management Company; Vietnam Securities Exchange; Vietnam Securities Depository and Central Counterparty Corporation shall implement restructuring according to other regulations of the Government and the Prime Minister.

Article 2. Applicability

1. The representative bodies of the owners, including: Ministries, ministerial-level agencies, government agencies; People's Committees of provinces and centrally-administered cities (hereinafter referred to as provincial-level People's Committees) and organizations established in accordance with the law.

2. State-owned enterprises as provided for in Article 88 of the Law on Enterprises No. 59/2020/QH14, including:

a) The parent company of state economic groups, the parent company of state corporations, and the parent company within a group of parent-subsidiary companies that are joint stock companies with one member wholly owned by the State (hereinafter referred to as Parent Company);

b) An independent limited liability company with 100% state-owned charter capital;

c) An enterprise with over 50% state-owned charter capital or total shares with voting rights, except for enterprises specified in points a and b of this clause.

3. The representative of state-owned capital invested in joint stock companies and limited liability companies with two or more members (hereinafter referred to as the Representative of State-Owned Capital).

4. A limited liability company with 100% state-owned enterprise capital contribution; The representative of the state-owned enterprise's shareholding interest in a joint-stock company or a limited liability company with two or more members where the state-owned enterprise has contributed capital or purchased shares.

5. Other agencies, organizations, and individuals related to classification, ownership transformation, restructuring, and divestiture.

Article 3. Classification Criteria

1. The classification criteria according to industry and field for state-owned enterprises and enterprises with state capital participating in ownership conversion, restructuring, and divestiture shall be issued together with this Decision.

2. For enterprises not operating in industries or sectors covered by the Classification Criteria set forth in Clause 1 of Article 1 of this Decision, one of the following criteria shall be used to implement ownership transfer, restructuring, and divestment:

a) Cement production accounting for 30% or more of the market share, including exploitation of raw material mines in areas of significant importance to national defense security;

b) Rubber planting and processing or coffee cultivation in strategic areas; mountainous regions; remote areas; border areas linked to national defense and security;

c) Enterprises producing and supplying public utility products and services with a revenue ratio from public utility activities accounting for 50% or more of the total revenue of the enterprise over three consecutive years immediately preceding the time of consideration for ownership transfer;

d) Enterprises with cultural value; historical value; architectural value; playing an important role in national defense and security; performing political tasks or economic and social development tasks of the industry or locality in each period.

Article 4. Responsibilities of the State Capital Representative Body.

a) State-owned enterprises and enterprises with state capital meeting the classification criteria prescribed in Clause 1 of Article 3 of this Decision shall be implemented through the following forms: continuing to maintain as a joint stock company with one member; shareholding reform; converting into a joint stock company with two or more members; divesting state capital.

b) State-owned enterprises and enterprises with state capital meeting the classification criteria prescribed in Clause 2 of Article 3 of this Decision shall propose policies for ownership transfer, restructuring, and divestment and the proportion of state capital in the enterprise to be consistent with the actual operation of the enterprise.

c) State-owned enterprises and enterprises with state capital not meeting the Classification Criteria prescribed in Article 3 of this Decision shall implement ownership transfer, restructuring, and divestment towards the State not holding shares or contributions.

2. The representative bodies of the owners shall be responsible for directing the Board of Members, the State Shareholder Representative at the Parent Company in the parent-subsidiary company model to implement the restructuring of enterprises with contributions from the Parent Company in accordance with Article 5 of this Decision.

Article 5. Responsibilities of the Board of Members, Chairman of the Parent Company, and State Capital Representative in the Parent-Subsidiary Company Model.

a) The Parent Company holds a corresponding equity ratio to the State's equity ratio in the industries and fields specified in the Classification Criteria for enterprises with contributions from the Parent Company operating in these industries and fields.

1. To compile, provide comments, and submit for approval.

2. To conduct reviews and make recommendations.

3. To monitor, guide, and urge ministries, localities, economic groups, and corporations to implement this Decision.

Article 7. Transitional Provisions

1. State-owned enterprises and enterprises with state capital that have completed ownership conversion or divestment before the effective date of this Decision shall proceed as follows:

b) For enterprises that have already been approved by competent authorities on the Ownership Transfer Plan or Divestiture Plan, they shall continue to implement such plans as approved. In cases where implementation does not follow the approved plan, reports must be submitted to the competent authority for review and adjustment to align with practical circumstances.

2. For enterprises that have completed ownership transfer or divestiture according to Decision No. 58/2016/QĐ-TTg dated December 28, 2016 of the Prime Minister, they shall not increase the State capital ratio at the enterprise to align with the Classification Criteria attached to this Decision, except in cases approved by the Prime Minister or otherwise provided by specialized laws.

Article 8. Effectiveness and Implementation

1. This Decision takes effect from August 19, 2021. This Decision replaces Decision No. 58/2016/QĐ-TTg dated December 28, 2016 of the Prime Minister regarding the Classification Criteria for State-owned Enterprises and Enterprises with State Capital and the List of State-owned Enterprises to be Reorganized during the period 2016-2020.

Decision No. 26/2019/QĐ-TTg dated August 15, 2019 of the Prime Minister approving the List of Enterprises to be Listed until the end of 2020 and Decision No. 908/QĐ-TTg dated June 29, 2020 of the Prime Minister approving the List of Enterprises with State Capital to be Divested until the end of 2020 shall continue to be implemented until the Prime Minister issues the Reorganization Plan for Enterprises during the period 2021-2025.

2. Within their assigned functions and tasks, Ministries shall proactively amend or propose to competent authorities to amend relevant regulations to address difficulties and obstacles encountered during the implementation of this Decision.

3. Ministers, Heads of Ministries equivalent to Ministries, Heads of Government Agencies, Chairpersons of Provincial People's Committees, and State-owned Enterprises, and State Capital Representatives are responsible for implementing this Decision./.

 

Appendix

CRITERIA FOR CLASSIFICATION BY INDUSTRY AND SECTOR FOR STATE-OWNED ENTERPRISES AND ENTERPRISES WITH STATE CAPITAL IN THE PROCESS OF OWNERSHIP TRANSFORMATION, RESTRUCTURING, AND DIVESTMENT

 (Annexed to Decision No. 22/2021/QĐ-TTg dated July 2, 2021 of the Prime Minister)

^__________

 

I. ENTERPRISES OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS WITH 100% STATE CAPITAL:

1. Surveying and mapping services for national defense and security.

2. Production and trading of industrial explosives and provision of blasting services with nationwide scope of operation in the Socialist Republic of Vietnam.

3. Transmission and dispatching of the national power system and management of distribution networks, construction and operation of large power plants with significant economic and social importance, defense, and security as prescribed by laws on electricity.

4. Management and exploitation of the national railway infrastructure system, urban railways invested by the state; operation of national railway traffic, urban railways invested by the state.

5. Air navigation services, air traffic information services, search and rescue services.

6. Maritime safety (excluding dredging and maintenance of public maritime channels).

7. Public postal services and maintenance and management of the public postal network.

8. Lottery trading.

9. Publishing (excluding printing and distribution of publications); production of scientific and current affairs films for propaganda, foreign information dissemination, and ideological, cultural security tasks.

10. Printing, minting money, producing gold bars, and commemorative items made of gold.

11. Management and operation of inter-provincial and inter-district water conservancy and agricultural engineering systems.

12. Policy credit serving economic and social development, deposit insurance, and purchase and disposal of non-performing loans linked to restructuring of credit organizations.

13. Application of high technology, large investment, driving rapid development in other industries and the economy; exploration, development of oil fields, and oil extraction.

II. ENTERPRISES IMPLEMENTING OWNERSHIP TRANSFORMATION, WITHDRAWAL OF CAPITAL, AND STATE CONTROL OF AT LEAST 65% OF REGULATED CAPITAL OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Management and operation of civil airports and airfields; airfield service.

2. Air traffic information guidance services, surveillance, and meteorological services.

3. Management and operation of wharfs at special seaports according to regulations on classification of Vietnamese seaports.

4. Large-scale mining operations according to current regulations on mine scale classification.

5. Production of animated films for children commissioned or sponsored by the State.

6. Finance and banking (excluding insurance, securities, fund management companies, financial companies, and leasing finance companies).

7. Wholesale of food grains ensuring major balances in the national economy, market stability, and fulfilling political tasks.

III. ENTERPRISES IMPLEMENTING OWNERSHIP TRANSFORMATION, WITHDRAWAL OF CAPITAL, AND STATE CONTROL OF MORE THAN 50% BUT LESS THAN 65% OF REGULATED CAPITAL OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Urban and rural water supply and drainage operations.

2. Basic chemical production.

3. Air cargo transportation.

4. Importation of petroleum products accounting for 30% or more of the market share, playing a role in ensuring major balances in the national economy and stabilizing the market.

5. Production of cigarette tobacco.

6. Provision of telecommunications services with infrastructure networks of particular importance to the operation of the entire national telecommunications infrastructure and directly impacting economic and social development, ensuring defense and security as decided by the Prime Minister.

7. Enterprises ensuring essential needs for production development and improving the material and spiritual life of ethnic minorities in mountainous areas, remote regions, and far-flung areas.