Circular No. 40/2018/TT-BTC guiding the initial public offering and management, use of proceeds from the equitization of state-owned enterprises and limited liability companies with 100% state capital converted to joint-stock companies.

CIRCULAR

Guidelines for the initial public offering and management, utilization of funds from the equitization of state-owned enterprises and joint-stock companies with 100% state-owned capital converted to joint-stock companies.Guidelines for the management and utilization of funds from the equitization of state-owned enterprises and joint-stock companies with 100% state-owned capital converted to joint-stock companies.100% charter capital converted to joint-stock company

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Pursuant to the Enterprise Law No. 68/2014/QH13 dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Production and Business Investment at Enterprises No. 69/2014/QH13 dated November 26, 2014;

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. 126/2017/NĐ-CP dated November 16, 2017 of the Government on converting state-owned enterprises and joint-stock companies with 100% state-owned charter capital to joint-stock companies;

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;

Pursuant to Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;

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

The Ministry of Finance guides the initial public offering and management, utilization of funds from the equitization of state-owned enterprises and joint-stock companies with 100% state-owned charter capital that have been converted to joint-stock companies as follows:

 

PART I – GENERAL PROVISIONS

 

Article 1. Scope of regulation and applicable subjects

1. This Circular guides the following contents:

a) Procedures, formalities, methods for the initial public offering and management, utilization of funds from the equitization; linking registration for auctioned shares with registration, custody, and listing/trading of auctioned shares won by entities implementing equitization as stipulated in Article 2 of Decree No. 126/2017/NĐ-CP.

b) Settlement and handling of surplus balances in the Enterprise Restructuring Support Fund at parent companies of economic groups, parent companies of state-owned corporations, and parent companies in combined parent-subsidiary structures as of December 31, 2017.

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

a) Enterprises specified in Clause 2 and Clause 3 of Article 2 of Decree No. 126/2017/NĐ-CP (hereinafter referred to as equitized enterprises).

b) Representative bodies of owners and other relevant agencies, organizations, and individuals specified in Clause 1 and Clause 4 of Article 2 of Decree No. 126/2017/NĐ-CP.

 

Article 2. Interpretation 1. Foreign motor vehicle means vehicles:

 

1. "Initial public offering" means the sale of shares by equitized enterprises according to the forms prescribed in this Circular to convert to joint-stock companies.

2. An unsuccessful auction for the sale of shares is an auction falling under one of the following cases:

a) No investor registers to participate.

b) Only one investor registers to participate.

c) All investors fail to submit bidding participation forms.

d) All investors who win the open auction refuse to purchase.

3. An issuing guarantor organization is one or a group of securities companies licensed to provide issuing guarantee services for enterprises in accordance with the laws on securities and the securities market.

4. A deposit is a sum of money from an investor participating in purchasing shares as advance payment to ensure the right to purchase shares.

 

PART II - SPECIFIC PROVISIONS

SECTION I - PURCHASING OBJECTS AND SHARE PRICES

 

                Article 3. Purchasing Objects

 

1. Domestic and foreign investors as stipulated in Clause 1 and Clause 2 of Article 6 of Decree No. 126/2017/NĐ-CP, including organizations and individuals (including employees of equitized enterprises).

2. Strategic investors are domestic and foreign investors meeting the conditions set forth in Point a of Clause 3 of Article 6 of Decree No. 126/2017/NĐ-CP.

For equitized enterprises operating in industries subject to investment conditions as provided by the laws on investment, the Equitization Steering Committee reports to the representative body of the owner for examination and supplementation of conditions for selecting strategic investors with the same main production and business activities and other conditions consistent with related laws for approval in the equitization plan.

3. Objects as stipulated in Article 42 of Decree No. 126/2017/NĐ-CP.

4. Trade unions at equitized enterprises as stipulated in Point b of Clause 2 of Article 33 of Decree No. 126/2017/NĐ-CP. Trade unions authorize persons with authority to carry out procedures related to purchasing shares.

 

Article 4. Subjects Not Eligible to Purchase Shares for the First Time

 

Organizations and individuals not eligible to purchase shares issued for the first time by enterprises undergoing shareholding reform shall comply with the provisions set forth in Clause 4, Article 6 of Decree No. 126/2017/NĐ-CP.

 

Article 5. Price of Shares Sold for the First Time

 

1. The price of shares sold through auction to investors is the price at which the investor bids during the auction and is determined as the successful bid according to the results of the auction stipulated in Clause 5, Article 7 of this Circular. In cases where the enterprise undergoing shareholding reform sells shares through underwriting, the Steering Committee on Shareholding Reform shall negotiate with the Underwriting Organization regarding the underwriting price, which must not be lower than the initial price approved by the State Capital Representative Body.

          2. The price of preferential shares sold to subjects specified in Clause 1, Article 42 of Decree No. 126/2017/NĐ-CP is as follows:

a) The price of shares sold to the subject specified in Point a and Point c, Clause 1, Article 42 of Decree No. 126/2017/NĐ-CP is determined at sixty percent (60%) of the par value of one (01) share (10,000 VND/share).

b) The price of shares sold to the subject specified in Clause 2, Article 42 of Decree No. 126/2017/NĐ-CP is the initial price approved by the State Capital Representative Body in the privatization plan.

3. The price of preferential shares sold to trade unions at enterprises undergoing shareholding reform is equal to the par value (10,000 VND/share).

          4. The price of shares sold to strategic investors.

          a) In cases where there is an auction among strategic investors, the selling price is the price at which the strategic investor bids and is determined as the successful bid of the auction among strategic investors but must not be lower than the average successful auction price in the public auction to the general public or not lower than the agreed price with the investor in the case where the public auction only has one investor registering to buy shares or not lower than the initial price of the public auction in the case where the public auction is unsuccessful and ensuring the principle of selecting investors with the highest bidding price from high to low until the number of shares sold is sufficient.

b) In cases where two (02) or more strategic investors register to buy shares with the quantity registered to buy being equal to or less than the number of shares planned to sell to strategic investors according to the approved privatization plan or only one (01) strategic investor registers to buy shares, the selling price is negotiated by the Steering Committee on Shareholding Reform (or an organization authorized by the Steering Committee on Shareholding Reform) with each investor but must not be lower than the average successful auction price in the public auction to the general public or not lower than the agreed price with the investor in the case where the public auction only has one investor registering to buy shares or not lower than the initial price of the public auction in the case where the public auction is unsuccessful.

 

 

PART II - ORGANIZATION OF SELLING SHARES FOR THE FIRST TIME

 

 

Article 6. Selling Shares for the First Time

 

1. Based on the privatization plan approved by the State Capital Representative Body (including the English version attached as Appendix No. 1 to this Circular), the Steering Committee on Shareholding Reform directs the enterprise undergoing shareholding reform to implement the plan for selling shares for the first time according to the methods approved in the privatization plan, including:

a) Public auction method is applied when selling shares for the first time, including the remaining shares that strategic investors do not register to buy up to the number of shares offered for sale according to the approved privatization plan.

b) Direct negotiation method is applied in the following cases:

- Selling to strategic investors in the following cases:

+ Strategic investors register to buy shares in quantities equal to or less than the number of shares planned to sell to strategic investors according to the approved privatization plan.

+ Only one strategic investor registers to buy shares.

- Selling to investors the remaining shares not sold according to Clause 2 and Clause 4, Article 37 of Decree No. 126/2017/NĐ-CP.

- Selling to employees and trade unions.

c) Underwriting method is applied when selling shares for the first time of enterprises undergoing shareholding reform.

d) Book-building method is implemented according to specific guidelines of the Ministry of Finance.

2. Within four (04) months from the date the privatization plan is approved, the enterprise undergoing shareholding reform must complete the sale of shares according to the approved methods. In cases where the privatization plan is adjusted according to Clause 3, Article 6 of this Circular, the deadline for the enterprise undergoing shareholding reform to complete the sale of shares is calculated from the date the decision to adjust the privatization plan is approved by the State Capital Representative Body.

3. The sale of shares to strategic investors is carried out in accordance with the provisions of Clause 3, Article 6 of Decree No. 126/2017/NĐ-CP. Specifically:

a) The selection and registration process for strategic investors to buy shares is conducted before the announcement of information on the public auction according to Article 7 of this Circular.

b) In cases where strategic investors do not register to buy all the offered shares, the Steering Committee reports to the State Capital Representative Body to decide on adjusting the privatization plan, transferring the remaining shares not registered to buy by strategic investors to the public auction.

 

Article 7. Public Auction Method

 

1. General principles:

a) When a joint-stock company registers to sell shares through a public auction, it must simultaneously register, deposit, and list the shares for trading or list them on the Stock Exchange (if they meet the listing conditions under securities laws).

b) The Vietnam Securities Depository and the Stock Exchange shall register, deposit, and list/trade the shares won in the auction that have been paid for. Shares sold to strategic investors and employees of the joint-stock company shall be registered and deposited according to the guidelines of the Vietnam Securities Depository and listed/traded additionally on the securities market in accordance with current securities laws.

c) The Vietnam Securities Depository shall register the shares won in the auction that have been paid for and deposit the shares into the investor's deposit account based on information provided by the organization conducting the sale auction.

2. Organizing the Sale Auction:

          a) The public auction shall be organized at the Stock Exchange. In cases where the total par value of the shares offered by a joint-stock company is less than ten billion VND, the representative body of the owner may consider and decide to organize the auction at a securities company or service center, asset auction company in accordance with the law on asset auctions (hereinafter referred to as intermediary organizations).

b) The public auction between strategic investors shall be organized at the Stock Exchange.

c) The location for organizing the auction shall be specified in the Auction Regulations.

3. Preparing for the Auction:

a) The organization conducting the sale auction shall issue a Decision to establish the Auction Committee and promulgate the Auction Regulations as prescribed. The Chairman of the Auction Committee shall be the Head of the Joint-Stock Reform Steering Committee or a member of the Joint-Stock Reform Steering Committee authorized in writing by the Head of the Joint-Stock Reform Steering Committee.

b) The Joint-Stock Reform Steering Committee decides to publish information about the company at least twenty (20) working days before the auction. The content of the information about the joint-stock company is established according to Appendix No. 2 issued together with this Circular.

For companies selling shares at stock exchanges, when publishing information according to Appendix No. 2 accompanying this Circular, it must include an English version.

c) The representative body of the owner decides or authorizes the Joint-Stock Reform Steering Committee to determine the initial price of the auctioned shares in the approval decision on the joint-stock reform plan and publishes the initial price along with the content of the published information about the company.

d) The Joint-Stock Reform Steering Committee coordinates with the organization conducting the sale auction to present the company to investors (if necessary).

4. Conducting the Auction:

a) Within the time limit stipulated in the Auction Regulations, investors register the volume to purchase and pay the bid deposit as prescribed in Point a Clause 1 Article 11 of this Circular. Investors are provided with an Auction Participation Form by the organization conducting the sale auction.

For foreign investors, they must comply with the provisions of Clause 2 Article 6 Decree No. 126/2017/NĐ-CP.

b) Within the time limit stipulated in the Auction Regulations, investors record the required information on the Auction Participation Form, including the purchase price (bid price) and submit it to the organization conducting the sale auction by:

- Submitting ballots directly at intermediary organizations (if the auction is conducted by intermediary organizations) and submitting ballots directly at auction agents (if the auction is organized by the Stock Exchange).

- Submitting ballots via postal mail as prescribed in the Auction Regulations.

5. Determining the Auction Results:

a) The determination of the auction results is carried out according to the principle of selecting bids from highest to lowest until the number of shares offered is fully allocated but not lower than the initial price. At the lowest successful bid price, if multiple investors (including foreign investors) place the same bid price but the remaining number of shares is less than the total number of shares these investors have registered to buy at the lowest successful bid price, then the number of shares each investor can buy is determined as follows:

 

 

If there is a maximum percentage limit on the number of shares foreign investors can buy, the determination of the auction results will follow the above principle but the number of shares foreign investors can buy shall not exceed the maximum percentage limit as prescribed by current laws.

b) Upon completion of the auction, based on the auction results, the organization conducting the sale auction, the Auction Committee, representatives of the Joint-Stock Reform Steering Committee, and representatives of the company shall jointly sign the Minutes of Determination of Auction Results according to Appendix No. 3 issued together with this Circular.

c) Within a maximum period of three (3) working days from the date of signing the Minutes of Determination of Auction Results, the Joint-Stock Reform Steering Committee and the organization conducting the sale auction shall cooperate to announce the auction results and refund the bid deposits to eligible participating investors who did not win the auction according to the Auction Regulations.

6. In case the share sale auction fails, the joint-stock company shall proceed as prescribed in Clause 2 Article 9 of this Circular.

7. In case of violation of the Auction Regulations, investors will not be refunded their bid deposits. Violations of the Auction Regulations include: bidding below the initial price; renouncing the right to purchase shares for the shares won in the auction, and other cases as prescribed in the Auction Regulations.

8. Registering and depositing the shares won in the auction at the Vietnam Securities Depository and registering for trading/listing at the Stock Exchange:

a) Within fifteen (15) days from the expiration date of payment for purchased shares won at auction, the organization implementing the sale by auction shall issue a document to the Vietnam Securities Depository and the Hanoi Stock Exchange to notify the average settlement price along with a list of share owners who have paid for their won shares. The list of share owners who have won shares must contain full information including name, registration number, address, securities account, and quantity of shares owned. The Vietnam Securities Depository shall be responsible for issuing trading codes for the joint-stock company undergoing privatization based on the proposal of the enterprise in the Auction Sale Registration Form (Annex 5 attached to this Circular).

b) Based on the notification of the organization implementing the sale by auction as stipulated in point a, Clause 8 of this Article, the Hanoi Stock Exchange shall list the shares for trading on the UpCoM trading system within a maximum period of ninety (90) days from the expiration date of payment for purchased shares won at auction. The reference price for the first day of trading on the UpCoM trading system shall be determined based on the average successful auction price of the public auction.

c) In cases where the joint-stock company undergoing privatization receives a business registration certificate before ninety (90) days from the expiration date of payment for purchased shares won at auction, the joint-stock company undergoing privatization shall notify the Hanoi Stock Exchange in writing within five (05) working days from the date of receipt of the business registration certificate. The Hanoi Stock Exchange shall list the shares for trading on the UpCoM trading system within five (05) working days from the date of receipt of the notification from the joint-stock company undergoing privatization.

d) In cases where the joint-stock company undergoing privatization meets all conditions for listing at the Stock Exchange within a maximum period of ninety (90) days from the completion date of the initial public offering, the joint-stock company undergoing privatization must submit a listing application to the Stock Exchange for listing according to regulations and report the results of the initial public offering to the State Securities Commission.

 

Article 8. Guarantee method for issuance

 

1. Within twenty (20) days from the date the privatization plan is approved by the competent authority, the Privatization Steering Committee shall negotiate with the guarantee organization regarding the number of shares, the guarantee issuance price, and report to the owner's representative agency for approval or authorization to the Privatization Steering Committee to decide within a maximum period of ten (10) days from the date of receipt of the report from the Privatization Steering Committee. The guarantee issuance price shall not be lower than the starting price for selling shares. In cases where shares are sold through the guaranteed issuance method after a public auction, the guarantee issuance price shall not be lower than the average successful auction price of the public auction.

2. The Privatization Steering Committee shall execute a contract with the guarantee organization within a maximum period of five (05) working days from the date of approval or authorization by the owner's representative agency.

3. The guarantee organization shall distribute and sell the committed guaranteed number of shares according to the provisions of the guarantee contract. In cases where the shares are not fully sold, the guarantee organization shall be responsible for purchasing the remaining shares at the guaranteed price agreed upon in the guarantee contract.

4. The guarantee organization shall be entitled to a guarantee fee as agreed between the Privatization Steering Committee and the guarantee organization but shall not exceed the ceiling set by the Ministry of Finance for guarantee fees. The level of the guarantee fee must be specified in the guarantee contract and included in the privatization costs.

5. The currency for the guarantee specified in the guarantee contract and for payment shall be the Vietnamese Dong.

6. Upon completion of the distribution and sale of shares, the Privatization Steering Committee shall cooperate with the enterprise and the guarantee organization to review the contents of the guarantee issuance contract to liquidate the contract according to regulations.

 

Article 9. Direct Negotiation Method

 

1. Sale through negotiation to strategic investors.

a) Within fifteen (15) days from the deadline for payment by participating investors in the public auction, the Steering Committee for Corporate Shareholding shall coordinate with the enterprise undergoing shareholding reform to negotiate with strategic investors on the number of shares to be purchased, the selling price of the shares, and report to the agency representing the owner for approval or delegation of authority to the Steering Committee for Corporate Shareholding to decide within a maximum period of ten (10) days from the date of receipt of the report from the Steering Committee for Corporate Shareholding.

b) Based on the results of negotiating the sale of shares to strategic investors, the Steering Committee for Corporate Shareholding shall direct the enterprise and the strategic investor to sign a share purchase/sale contract within five (05) days from the date the agency representing the owner approves the results of negotiating the sale of shares to strategic investors.

2. Sale through negotiation in cases where the public auction is unsuccessful:

a) In cases where there are no investors registering to purchase shares in the public auction:

Within three (03) working days from the deadline for registration to participate in the auction to purchase shares, the organization implementing the sale auction shall be responsible for notifying the Steering Committee for Corporate Shareholding and the enterprise undergoing shareholding reform about the unsuccessful auction. The Steering Committee for Corporate Shareholding shall report to the agency representing the owner to complete the sale of shares to employees and trade unions according to the approved shareholding restructuring plan within a maximum period of twenty (20) days from the deadline for registration to participate in the auction to purchase shares. At the same time, the enterprise undergoing shareholding reform shall implement procedures to convert into a joint-stock company.

For the unsold shares (including shares that employees and trade unions refuse to buy), the Steering Committee for Corporate Shareholding shall report to the agency representing the owner to decide on adjusting the charter capital structure and amount (if necessary) and carry out divestiture according to regulations after the enterprise has operated under the form of a joint-stock company.

b) In cases where only one (01) investor registers to purchase shares in the public auction:

Within three (03) working days from the deadline for registration for the auction to purchase shares, the organization implementing the sale auction shall be responsible for notifying the Steering Committee for Corporate Shareholding and the enterprise undergoing shareholding reform about the unsuccessful auction.

The Steering Committee for Corporate Shareholding shall negotiate the sale of shares to the registered investor at a price not lower than the starting price with the valid quantity of shares registered for purchase.

Based on the results of negotiating the sale of shares to the investor, the Steering Committee for Corporate Shareholding shall direct the enterprise and the investor to complete the signing of the share purchase/sale contract within a maximum period of five (05) days from the date of agreement on the selling price and the quantity of shares sold through negotiation to the investor.

For the unsold shares (including shares that employees and trade unions refuse to buy), the Steering Committee for Corporate Shareholding shall report to the agency representing the owner to decide on adjusting the charter capital structure and amount (if necessary) and carry out divestiture according to regulations after the enterprise has operated under the form of a joint-stock company.

c) In cases where all winning bidders in the public auction refuse to purchase after the public auction:

Within three (03) working days from the deadline for payment for purchasing shares, the organization implementing the sale auction shall be responsible for notifying the Steering Committee for Corporate Shareholding and the enterprise undergoing shareholding reform about the results of the auction. The Steering Committee for Corporate Shareholding shall report to the agency representing the owner to proceed according to Clause 2, Point a of this Article.

3. Sale through negotiation for unsold shares from the public auction (including shares won in the public auction but refused to be purchased):

a) Within three (03) working days from the deadline for payment for purchasing shares according to the Auction Rules for Shares, based on the quantity of unsold shares from the public auction, the Steering Committee for Corporate Shareholding shall direct the enterprise to prepare a list and notify eligible investors who participated in the auction (excluding winning bidders in the public auction) to negotiate the sale of shares according to the registered quantity and the bid price at the auction session following the principle of selecting negotiation prices from the highest bid down to the lowest bid announced in the auction to meet the remaining quantity of shares to be sold.

Based on the results of negotiating the sale of shares with participating bidders, the Steering Committee for Corporate Shareholding shall direct the enterprise and the investor to complete the signing of the share purchase/sale contract within twenty (20) days from the deadline for payment by participating investors in the public auction.

b) In cases where the shares cannot be sold to investors after negotiating sales according to Clause 3, Point a of this Article:

Within five (05) working days from the deadline for payment for purchasing shares according to the signed share purchase/sale contract, based on the quantity of unsold shares, the Steering Committee for Corporate Shareholding shall direct the enterprise to prepare a list and notify winning bidders in the public auction (excluding winning bidders who refused to purchase) to negotiate the sale of shares according to the bid price of each investor at the auction session following the principle of selecting negotiation prices from the highest bid down to the lowest bid announced in the auction to meet the remaining quantity of shares to be sold.

Based on the results of negotiating the sale of shares with participating bidders, the Steering Committee for Corporate Shareholding shall direct the enterprise and the investor to complete the signing of the share purchase/sale contract within ten (10) days from the date the investor registers to purchase shares.

c) In cases where the shares cannot be sold according to Clause 3, Point b of this Article, the Steering Committee for Corporate Shareholding shall report to the agency representing the owner to proceed according to Clause 2, Point a of this Article.

4. For shares that employees and trade unions refuse to purchase, the Steering Committee for Corporate Shareholding shall report to the agency representing the owner to handle according to the provisions of Clause 3 of this Article.

 

Article 10. Auction among strategic investors

 

1. In cases where there are two (02) or more strategic investors meeting the selection criteria for registering to purchase shares, and the total number of shares registered for purchase by strategic investors exceeds the number of shares planned to be sold to strategic investors according to the approved shareholding restructuring plan, the Steering Committee for Shareholding Restructuring shall report to the agency representing the owner to organize an auction among strategic investors at the Stock Exchange.

2. The starting price for the auction among strategic investors shall be the average successful bid price from the public auction or the agreed price with the investor in the case of a public auction with only one investor registering to purchase shares, or the starting price of the public auction in the case of an unsuccessful public auction.

3. Strategic investors may choose the following forms: depositing a bid bond, securing a margin, or having a guarantee from a credit institution or foreign bank branch in accordance with the provisions of the law, with a value equal to twenty percent (20%) of the value of the shares registered for purchase based on the starting price in the approved shareholding restructuring plan. Strategic investors are responsible for depositing the bid bond into the account for proceeds from share sales of the enterprise or completing the securing of a margin, with a guarantee from a credit institution or foreign bank branch within a maximum period of five (05) working days from the end date of the strategic investor's share purchase registration.

4. The organization implementing the auction shall issue a Decision to establish the Auction Committee and promulgate the Auction Regulations in accordance with the regulations. The Chairman of the Auction Committee is the Head of the Steering Committee for Shareholding Restructuring or a member of the Steering Committee for Shareholding Restructuring authorized in writing by the Head of the Steering Committee for Shareholding Restructuring.

5. Determining the Auction Results:

a) Determination of the auction results shall be carried out in accordance with point a, Clause 5, Article 7 of this Circular.

b) At the conclusion of the auction session, the organization implementing the sale, the Auction Committee, representatives of the Steering Committee for Shareholding Restructuring, and representatives of the enterprise shall be responsible for drafting and jointly signing the Minutes of the Auction Results in accordance with Appendix No. 4 issued together with this Circular.

c) The Steering Committee for Shareholding Restructuring shall cooperate with the Stock Exchange to announce the auction results immediately after signing the Minutes of the Auction Results.

d) The Steering Committee for Shareholding Restructuring shall direct the shareholding enterprise to refund the bid bonds to eligible bidders who did not win the auction in accordance with point a, Clause 1, Article 11 of this Circular.

6. Based on the results of selling shares to strategic investors through auction, the shareholding enterprise shall report to the agency representing the owner for consideration and complete the formal contract commitment with the winning strategic investors within a maximum period of fifteen (15) days from the date of announcing the auction results.

7. The shareholding enterprise is responsible for remitting the proceeds from selling shares to strategic investors to the Enterprise Restructuring and Development Fund within a maximum period of five (5) working days from the deadline for payment by the strategic investor.

 

 

PART III - MANAGEMENT AND USE OF PROCEEDS FROM SHAREHOLDING RESTRUCTURING

 

 

Article 11. Management of deposit money and payment for purchasing shares

 

1. Management of deposit money

a) Auction sale of shares:

Investors are responsible for depositing a deposit equal to 10% of the value of the shares they intend to purchase at the starting price into the account of the organization implementing the auction at least five (05) working days before the auction date as stipulated in the Auction Regulations. In cases of auctions between strategic investors, this shall be carried out according to the provisions of Clause 3, Article 10 of this Circular.

Within five (05) working days from the date of announcing the auction results, the organization implementing the auction (or the joint-stock company in the case of an auction between strategic investors) is responsible for refunding the deposit to investors who participated in the auction but were not successful in purchasing shares.

b) Direct negotiation method:

- In cases of selling shares to strategic investors, this shall be carried out according to the provisions of Clause 3, Article 10 of this Circular.

- In cases where investors purchase shares according to Point b, Clause 2, Article 9 of this Circular, investors are responsible for depositing a deposit equal to 10% of the value of the shares they intend to purchase at the offered price approved by the representative body of the owner into the account for proceeds from the shareholding transformation of the enterprise simultaneously with registering to purchase shares.

- In cases where investors purchase shares according to Points a and b, Clause 3, Article 9 of this Circular, investors are responsible for depositing a deposit equal to 10% of the value of the shares they intend to purchase at the price specified in Points a and b, Clause 3, Article 9 of this Circular for each investor into the account for proceeds from the shareholding transformation of the enterprise simultaneously with registering to purchase shares.

- Within five (05) working days from the end date of the direct negotiation sale of shares, the joint-stock company is responsible for refunding the deposit to investors who registered to purchase but did not successfully negotiate. The remaining amount will be handled according to the regulations on managing and using proceeds from the shareholding transformation as stipulated in this Circular.

c) Guarantee issuance method:

At the time of signing the guarantee issuance contract, the guarantor organization deposits a deposit equal to 10% of the value of the shares guaranteed in the contract into the account for proceeds from the shareholding transformation of the enterprise.

2. Payment for purchasing shares:

a) Investors are responsible for paying for purchasing shares according to the following provisions:

- Public auction through the organization implementing the auction (including cases of auctions between strategic investors through the Stock Exchange), within ten (10) days from the date of announcing the results of the public auction of shares, investors complete the purchase and transfer the purchase price of shares into the account of the organization implementing the auction (or the account for proceeds from the shareholding transformation of the enterprise in the case of auctions between strategic investors) as stipulated in the Auction Regulations.

- Direct negotiation method:

Investors (including strategic investors) must pay for purchasing shares within a maximum of five (05) working days from the date of signing the share purchase/sale contract.

- Guarantee issuance method:

Within ten (10) days from the completion date of the share purchase/sale under the guarantee contract, the guarantor organization is responsible for transferring funds according to the provisions of Clause 2, Article 12 of this Circular.

b) The deposit is deducted from the total amount due for purchasing shares. If the deposit exceeds the amount due, the investor will be refunded the difference within three (03) working days from the end date of the period for investors to pay for purchasing shares.

c) If the investor fails to pay or does not pay the full amount due for purchasing shares within the prescribed period, the corresponding deposit for the unpaid shares will not be refunded. Unpaid shares will be considered unsold shares and handled according to the provisions of Clause 3, Article 9 of this Circular.

3. Share purchases and sales are settled in Vietnamese Dong. Settlement can be made in cash or by bank transfer.

 

Article 12. Proceeds from selling shares

 

1. Public auction:

Within five (05) working days from the expiration date of the payment deadline for participating investors in the public auction, the organization implementing the auction is responsible for:

a) Transferring proceeds from the sale of shares to the joint-stock company as follows:

- For state-owned enterprises undergoing joint-stock transformation (hereinafter referred to as Level I enterprises): transferring proceeds from the sale of shares corresponding to the labor surplus policy resolution expenses and shareholding transformation costs as determined in the joint-stock transformation plan.

- For enterprises undergoing joint-stock transformation funded 100% by state-owned enterprises (hereinafter referred to as Level II enterprises): transferring proceeds from the sale of shares corresponding to the following items: labor surplus policy resolution expenses, shareholding transformation costs as determined in the joint-stock transformation plan, tax liabilities (if any).

b) Transferring the entire remaining proceeds from the sale of shares to the Enterprise Restructuring and Development Fund (including any deposits that do not need to be refunded to investors if applicable).

2. Guarantee issuance:

Within ten (10) days from the completion date of the share purchase/sale under the guarantee contract, the guarantor organization is responsible for:

a) Transferring proceeds from the sale of shares to the joint-stock company as follows:

- For Level I enterprises: transferring proceeds from the sale of shares corresponding to the labor surplus policy resolution expenses and shareholding transformation costs as determined in the joint-stock transformation plan.

- For Level II enterprises: transferring proceeds from the sale of shares corresponding to the following items: labor surplus policy resolution expenses, shareholding transformation costs as determined in the joint-stock transformation plan, tax liabilities (if any).

b) Transferring the entire remaining proceeds from the sale of shares to the Enterprise Restructuring and Development Fund (including any deposits that do not need to be refunded to investors if applicable).

3. In cases of negotiated sales to investors, preferential share sales to trade unions and employees, the joint-stock company is responsible for transferring proceeds from the sale of shares to the Enterprise Restructuring and Development Fund within five (05) working days from the expiration date of the payment deadline.

4. In case the total amount of money collected from selling shares as stipulated in Clauses 1, 2, and 3 of this Article is lower than the total expenses for each subject of shareholding reform as specified in Point a, Clause 1 of this Article, the enterprise undergoing shareholding reform shall retain the entire amount of money collected to implement the budgeted expenditures that have been approved and to settle the final accounts at the time when the enterprise first receives the Enterprise Registration Certificate.

 

Article 13. Handling of proceeds from shareholding reform at the time of officially becoming a joint-stock company

 

1. Proceeds from shareholding reform of state-owned enterprises include the following items:

a) The difference between the value of the state capital according to the accounting books at the time of determining the enterprise's value and the registered capital determined in the approved shareholding reform plan.

b) Proceeds from selling shares, including deposits not refundable to investors as provided for in this Circular.

c) The difference in state capital from the time of determining the enterprise's value to the time of officially becoming a joint-stock company.

d) The amount set aside into the Development Investment Fund as prescribed in Clause 6 of Article 21 of Decree No. 126/2017/ND-CP.

đ) The remaining balance of the Management Reward Fund and the Supervisory Board at the time of officially becoming a joint-stock company after making payments as prescribed (if any).

2. Proceeds from shareholding reform of state-owned enterprises at the time of officially becoming a joint-stock company shall be handled in accordance with the provisions of Clause 2 of Article 39 of Decree No. 126/2017/ND-CP, wherein:

a) In the case of selling state capital:

The proceeds from shareholding reform shall be used to pay for the costs of shareholding reform and policies for surplus labor as prescribed. The remainder (including the price difference from selling shares) shall be deposited into the Enterprise Restructuring and Development Support Fund.

b) In the case of retaining state capital and issuing additional shares to increase the registered capital, the proceeds from shareholding reform shall be handled as follows:

- Retain the enterprise the corresponding value of the additional issued shares based on their par value.

- Use the surplus capital of the additional issued shares to pay for the costs of shareholding reform and policies for surplus labor, wherein:

 

The remaining surplus capital (if any) shall be left for the joint-stock company in proportion to the additional issued shares in the registered capital structure and deposited into the Enterprise Restructuring and Development Support Fund. Among them, the amount retained for the joint-stock company in proportion to the additional issued shares in the registered capital structure (denoted as A) shall be determined as follows:

 

c) In the case of selling state capital combined with issuing additional shares, the proceeds from shareholding reform shall be handled as follows:

- Deposit into the Enterprise Restructuring and Development Support Fund the value of the sold state shares (including the price difference from selling shares).

- The remaining amount shall be handled as prescribed in Point b, Clause 1 of this Article.

3. At the time the enterprise officially becomes a joint-stock company, if there is a discrepancy between the actual value of the state capital and the value determined at the time of determining the enterprise's value, this discrepancy shall be handled in accordance with the provisions of Clauses 6 and 7 of Article 21 of Decree No. 126/2017/ND-CP.

4. In the event that the actual proceeds from selling preferential shares to employees, trade unions, strategic investors, and other investors are insufficient to cover related costs (including: shareholding reform costs, support costs for surplus labor policies, employee preference costs) as approved by the competent authority, it shall be handled in accordance with the provisions of Point d, Clause 2 of Article 39 of Decree No. 126/2017/ND-CP.

5. For the shareholding reform of second-level enterprises:

5.1. In the case of selling the investment capital of first-level enterprises:

The proceeds from shareholding reform shall be used to repay the first-level enterprise the book value of the shares sold and the tax payable (if any). After deducting the shareholding reform costs, the costs for surplus labor policies, and the preferential sale value of shares to employees, the enterprise shall deposit the remainder into the Enterprise Restructuring and Development Support Fund.

5.2. In the case of retaining the first-level enterprise's investment capital and issuing additional shares to increase the registered capital, the proceeds from shareholding reform shall be handled as follows:

a) Retain the enterprise the corresponding value of the additional issued shares based on their par value.

b) Use the surplus capital of the additional issued shares to pay for the shareholding reform costs, surplus labor policy costs, and offset the preferential sale value of shares to employees.

The remaining surplus capital (if any) shall be left for the joint-stock company in proportion to the additional issued shares in the registered capital structure, and the remaining amount shall be deposited into the Enterprise Restructuring and Development Support Fund.

The surplus capital from the additional shares issued and the amount retained for the joint-stock company in proportion to the additional share issuance in the charter capital structure shall be determined as prescribed in point b, Clause 2 of this Article.

c) In cases where the proceeds from the corporatization are insufficient to cover the expenditures approved by the competent authority (corporatization costs, expenses for resolving policies towards redundant labor, preferential sale value of shares to employees), the first-tier enterprise shall make up the shortfall and it shall be included in the financial activity expenses of the first-tier enterprise. This expense shall be deductible when determining the taxable income of the enterprise.

5.3. In cases where the first-tier enterprise sells part of its investment capital and simultaneously issues additional shares, the proceeds from the corporatization shall be handled as follows:

a) Repaying the first-tier enterprise the book value of the corresponding number of shares sold and the tax payable thereon (if any).

b) The remaining amount shall be handled as prescribed in points a and b of Clause 5.2 of this Article.

In cases where the proceeds from the corporatization, as approved by the competent authority's decision, are insufficient to cover the expenditures (repaying the first-tier enterprise the book value of the corresponding number of shares sold and the tax payable thereon (if any), corporatization costs, expenses for resolving policies towards redundant labor, preferential sale value of shares to employees), the first-tier enterprise shall make up the shortfall and it shall be included in the financial activity expenses of the first-tier enterprise. This expense shall be deductible when determining the taxable income of the enterprise.

6. Within ninety days from the date of receiving the business registration certificate for the first time, the corporatized enterprise shall be responsible for self-determining and paying the proceeds from the corporatization to the Enterprise Restructuring and Development Fund in accordance with this Circular.

7. Within five working days from the date of the decision of the state capital representative body approving the value of the state capital at the official transfer date to the joint-stock company and settling the proceeds from the corporatization, the corporatized enterprise shall be responsible for paying the additional difference, if any, compared to the amount already paid as stipulated in Article 6 of this Decree to the Enterprise Restructuring and Development Fund.

 

Article 14. Corporatization Costs

 

Corporatization costs shall be implemented in accordance with Article 8 of Decree No. 126/2017/NĐ-CP, wherein:

1. Corporatization costs include all expenses determined from the date of the corporatization decision to the date of handover between the state-owned enterprise and the joint-stock company.

2. Corporatization costs shall be paid from the proceeds of selling shares as prescribed in Article 39 of Decree No. 126/2017/NĐ-CP and detailed in this Circular.

3. For agricultural and forestry companies implementing corporatization in accordance with Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government, corporatization costs shall be implemented in accordance with this Circular and related guiding documents.

 

 

MỤC IV - SETTLEMENT OF THE ENTERPRISE RESTRUCTURING SUPPORT FUND

 

Article 15. Settlement of funds received into the Enterprise Restructuring Support Fund at the Parent Company of State Economic Groups, State Corporations, and Parent Companies within Holding Companies (hereinafter referred to as the Parent Company). The Parent Company shall be responsible for preparing the settlement report on the Enterprise Restructuring Support Fund in accordance with the following provisions:

 

1. Verify and confirm all receivables and payables of the Enterprise Restructuring Support Fund as of December 31, 2017.

2. Prepare the settlement report on the Enterprise Restructuring Support Fund as of December 31, 2017. The settlement report must reflect comprehensively and truthfully the data on income and expenditure, receivables and payables (including late payment interest), and remaining issues in the management of the Fund, to be submitted to the representative body of the owner, and concurrently sent to the Ministry of Finance. In this regard, funds received into the Enterprise Restructuring Support Fund at the Parent Company before the effective date of Decree No. 126/2017/NĐ-CP (January 1, 2018) shall be handled as follows:

2.1. Funds from equitization:

a) For Level II enterprises that have been converted into joint-stock companies before January 1, 2018 but have not yet had their final settlement of capital approved at the time of formal conversion into joint-stock companies:

- Within 90 days from January 1, 2018, the Parent Company shall be responsible for settling the amount of funds from equitization and deciding to announce the actual value of the parent company's shareholding at the time of formal conversion into a joint-stock company according to Decree No. 59/2011/NĐ-CP dated July 18, 2011, Decree No. 189/2013/NĐ-CP dated November 20, 2013, and Decree No. 116/2015/NĐ-CP dated November 11, 2015 of the Government and related guiding documents, where deductions from the funds from equitization include the book value of the shares sold to repay the parent company.

- Within five working days from the date of the decision to announce the actual value of the parent company's shareholding at the time of formal conversion into a joint-stock company, the parent company shall instruct the Level II enterprise to remit the funds from equitization to the Enterprise Restructuring and Development Support Fund. If the funds from equitization of the Level II enterprise are insufficient to cover the expenses as prescribed (including the book value of the shares sold to repay the parent company), the parent company shall be responsible for making up the shortfall, which will be included in the financial expenses of the parent company.

b) For Level II enterprises that have had their equitization plans approved but have not formally converted into joint-stock companies before January 1, 2018, the settlement of funds from equitization shall be conducted at the time of formal conversion into a joint-stock company according to Decree No. 126/2017/NĐ-CP and the guidance provided in this Circular.

2.2. Funds from other forms of restructuring and transformation:

The determination of funds from other forms of restructuring and transformation of Level II enterprises shall be carried out in accordance with the laws on enterprise restructuring and transformation. Level II enterprises shall be responsible for remitting any remaining funds from other forms of restructuring and transformation to the Enterprise Restructuring and Development Support Fund within the time limit stipulated in the Regulation on Management and Use of the Enterprise Restructuring and Development Support Fund.

The determination of revenue from other forms of enterprise restructuring and conversion for Level II enterprises shall be carried out in accordance with the provisions of the law on enterprise restructuring and conversion. Level II enterprises are responsible for remitting the revenue from other forms of restructuring and conversion (if any) to the Enterprise Restructuring and Development Support Fund within the time limit specified in the Regulation on Management and Use of the Enterprise Restructuring and Development Support Fund.

 

 

Article 16. Handling the Enterprise Restructuring Support Fund as of December 31, 2017

 

1. The parent company shall be responsible for transferring the entire balance of the Enterprise Restructuring Support Fund as of December 31, 2017 to the Enterprise Restructuring and Development Support Fund (at the Ministry of Finance) before June 30, 2018, in accordance with Clause 7, Article 48 of Decree No. 126/2017/ND-CP and Resolution No. 131/NQ-CP dated December 6, 2017 of the Government at the regular meeting of the Government in November 2017. In case of late payment, the parent company must pay additional interest on late payment according to the regulations stipulated in the Management and Utilization Regulations of the Enterprise Restructuring and Development Support Fund.

2. Based on the final settlement report of the Enterprise Restructuring Support Fund established in accordance with Article 15 of this Circular, the parent company shall organize the recovery of all receivables and transfer them to the Enterprise Restructuring and Development Support Fund. In cases where debts cannot be recovered, the parent company shall be responsible for transferring the full amount of receivables of the Enterprise Restructuring Support Fund as reported in the final settlement report to the Enterprise Restructuring and Development Support Fund before June 30, 2018. After this deadline, the parent company must pay additional interest on late payment according to the regulations stipulated in the Management and Utilization Regulations of the Enterprise Restructuring and Development Support Fund.

 

Chapter III - IMPLEMENTATION ORGANIZATION

 

Article 17. Responsibilities of the Steering Committee for Corporate Shareholding

 

1. Submit to the agency representing the owner for decision on criteria for selecting strategic investors, the number of shares, and the initial selling price of shares.

2. Inspect and complete information related to corporate shareholding.

3. Publicize and provide the organization implementing the auction with full and accurate information about the enterprise prior to selling shares in accordance with the regulations.

4. Registration for Auction:

a) Send the application for registration of public auction and related documents on corporate shareholding to the organization implementing the auction in accordance with the form and list of documents specified in Appendix No. 5 attached to this Circular, and simultaneously send to the Vietnam Securities Depository Center, Hanoi Stock Exchange for simultaneous registration of public auction of shares with registration of share codes, registration, deposit, and trading of auction-winning shares.

b) The Steering Committee for Corporate Shareholding signs a service contract for auction or authorizes the shareholding enterprise to sign such a contract with the organization implementing the auction of shares.

5. Coordinate with the organization implementing the auction to publicly announce information related to the enterprise and the auction to potential investors at least 20 working days before the auction date.

6. Supervise the sale of shares through stock exchanges or intermediary organizations when the enterprise sells shares.

7. The Steering Committee for Corporate Shareholding must keep confidential the purchase prices offered by investors until the official results are announced.

8. Jointly prepare the public auction result certification record and the certification record of results between strategic investors as stipulated in this Circular. Summarize and report the results of the public auction of shares to the agency representing the owner.

9. Report to the agency representing the owner for approval of shareholding costs, payments to redundant employees, and the amount of revenue from shareholding that must be paid, and simultaneously send to the Ministry of Finance (Enterprise Financial Department).

10. The Steering Committee for Corporate Shareholding shall be responsible for complying with the provisions of this Circular.

 

Article 18. Responsibilities of Enterprises Undergoing Shareholding Reform

 

1. Shall be responsible for providing complete and accurate information about the enterprise (including the shareholding reform plan and draft charter of the joint-stock company) before selling shares in accordance with the provisions of this Circular.

2. Jointly sign the Minutes confirming the results of public auction, Minutes confirming the results of auctions between strategic investors in accordance with the provisions of this Circular.

3. Upon completion of the shareholding reform process, the enterprise must settle the costs of shareholding reform and labor surplus support funds, report to the Steering Committee on Shareholding Reform for approval by the agency representing the owner.

4. Pay the proceeds from the shareholding reform in accordance with the provisions of this Circular. In case of late payment, the enterprise undergoing shareholding reform must pay additional interest in accordance with Clause 3, Article 39 of Decree No. 126/2017/NĐ-CP.

5. Within fifteen days from the date the enterprise undergoing shareholding reform officially becomes a joint-stock company (having been issued a Business Registration Certificate), the enterprise undergoing shareholding reform shall be responsible for registering formal information with the Vietnam Securities Depository in accordance with securities laws and guidance from the Vietnam Securities Depository, including: information about the issuing organization; information about issued shares; information about the list of organizations and individuals holding shares and the number of shares held, including those sold to strategic investors, trade unions, and employees.

6. Transfer the entire remaining balance of warranty reserves for products, goods, construction projects (for contracts already signed, where the warranty period remains valid after the issuance of the first business registration certificate) to the Enterprise Restructuring and Development Fund within thirty days from the end of the warranty period as stipulated in the contract.

7. Prepare a report on the submission of proceeds from the shareholding reform to disclose information in accordance with Clause 1, Article 11 of Decree No. 126/2017/NĐ-CP and submit it to the Ministry of Finance (Enterprise Financial Department) and the agency representing the owner as follows:

a) Within five working days from the end of the initial public offering period, the enterprise undergoing shareholding reform shall report on the submission of proceeds from the sale of shares in accordance with Appendix No. 8 attached to this Circular.

b) Within five working days from the end of the ninety-day period during which the enterprise must self-determine the amount to be paid to the Enterprise Restructuring and Development Fund in accordance with point a, Clause 2, Article 39 of Decree No. 126/2017/NĐ-CP, the enterprise undergoing shareholding reform shall report on the submission of proceeds from the shareholding reform at the time of officially becoming a joint-stock company in accordance with Appendix No. 9 attached to this Circular.

c) Within five working days from the date the agency representing the owner approves the settlement of proceeds from the shareholding reform, the enterprise undergoing shareholding reform shall report on the submission of proceeds from the shareholding reform after approval in accordance with Appendix No. 10 attached to this Circular.

8. Implement transparency in disclosing information about the shareholding reform of enterprises in accordance with Clause 1, Article 11 of Decree No. 126/2017/NĐ-CP.

9. When losses occur due to violations or failure to comply with the provisions of this Circular, the enterprise undergoing shareholding reform and related individuals shall bear responsibility for compensation in accordance with the law.

 

Article 19. Responsibilities of Organizations Implementing Public Auctions of Shares, Vietnam Securities Depository, and Hanoi Stock Exchange

 

1. Responsibilities of Organizations Implementing Public Auctions of Shares:

a) Require enterprises to provide complete documentation and information on shareholding reform in accordance with the regulations.

b) Establish and issue the Decision on the Formation of the Public Auction Committee and the Public Auction Regulations in accordance with point a, Clause 3, Article 7 and Clause 4, Article 10 of this Circular.

c) Notify the Steering Committee on Shareholding Reform and the enterprise of the time and location for organizing the public auction.

d) Publicly announce at the enterprise, auction site, and through mass media (on three consecutive issues of a national newspaper and one local newspaper where the enterprise's headquarters is located) at least twenty (20) working days prior to the auction date (Appendix No. 6 attached to this Circular, including the English version).

đ) Provide strategic investors with information related to the shareholding reform enterprise (Appendix No. 2 attached to this Circular, including the English version), the shareholding reform plan, draft charter of the joint-stock company, and bidding registration forms (Appendices No. 7a, 7b attached to this Circular, including the English version) and other relevant information about the auction in accordance with the regulations.

If the announced information is inaccurate or misrepresented compared to the information and data provided by the Steering Committee on Shareholding Reform and the enterprise, the Organization Implementing Public Auctions shall be responsible for compensation in accordance with the law.

e) Receive bidding registration forms, check eligibility for participation in the auction, and issue bidding participation certificates to eligible investors.

If an investor does not meet the conditions for participation in the auction, the organization implementing the share sale must notify and refund the deposit to the investor (if the investor has made a deposit).

g) Coordinate with related organizations and individuals to establish and jointly sign the Minutes confirming the results of the public auction, Minutes confirming the results of auctions between strategic investors, announce the auction results, and collect payment for purchased shares in accordance with the regulations.

h) Maintain confidentiality regarding the bid prices of investors until the official results are announced. Be responsible for determining the auction results in accordance with the regulations.

i) Pay the proceeds from the sale of shares of the enterprise in accordance with the provisions of this Circular. In case of late payment, the Organization Implementing Public Auctions must pay additional interest in accordance with Clause 3, Article 39 of Decree No. 126/2017/NĐ-CP.

2. Responsibilities of the Vietnam Securities Depository:

Carry out the issuance of share codes for public auction, registration, custody, and settlement transactions for shares won in the public auction of the enterprise undergoing shareholding reform. These share codes will be uniformly used for the auction, registration, custody, and trading registration processes.

3. Responsibilities of the Hanoi Stock Exchange:

The organization shall conduct share transactions of joint-stock enterprises that have completed their payment obligations according to this Circular.

 

 

Article 20. Responsibilities of the State Capital Representative Body

 

1. Approve the privatization plan for the sale of shares and manage and use the proceeds from privatization in accordance with this Circular.

2. Inspect and supervise the Privatization Steering Committee and the joint-stock enterprises in the implementation of the share sales according to the approved plan and manage and use the proceeds from privatization as prescribed.

3. Direct and urge joint-stock enterprises to remit the proceeds from privatization to the Enterprise Restructuring and Development Fund in accordance with this Circular.

4. Approve the final accounts of privatization costs, labor surplus support funds, and the proceeds from privatization, and send them to the Ministry of Finance (Enterprise Financial Department).

5. Direct and urge parent companies to handle residual balances and settle the Enterprise Restructuring Support Fund according to Article 15 and Article 16 of this Circular;

6. Inspect and settle the management and use of the Enterprise Restructuring Support Fund at parent companies up to December 31, 2017, and report back to the Ministry of Finance.

7. Direct state capital representatives at joint-stock companies (if there is still state capital) to urge the submission of warranty reserve funds for products, goods, and construction projects according to Clause 6, Article 18 of this Circular.

 

Article 21. Responsibilities of the Ministry of Finance

 

1. Guide agencies, organizations, and joint-stock enterprises in implementing the sale of shares and managing and using the proceeds from privatization according to this Circular and related documents.

2. Coordinate with agencies, organizations, and joint-stock enterprises to address issues arising during the sale of shares and the management and use of the proceeds from privatization.

3. Assign the State Securities Commission to develop and issue a model regulation for public auction and strategic investor share auctions as prescribed.

 

Article 22. Responsibilities of Investors

 

Investors participating in purchasing shares (including strategic investors) shall fulfill their responsibilities in accordance with regulations on the right to purchase shares, Auction Share Selling Regulations, and the provisions of this Circular.

 

Article 23. Effectiveness of Implementation

 

1. This Circular takes effect from June 18, 2018, and replaces Circulars: No. 196/2011/TT-BTC dated December 26, 2011, of the Ministry of Finance guiding the initial sale of shares and the management and use of proceeds from privatization of wholly state-owned enterprises converting to joint-stock companies; No. 115/2016/TT-BTC dated June 30, 2016, of the Ministry of Finance amending and supplementing certain provisions of Circular No. 196/2011/TT-BTC; No. 10/2013/TT-BTC dated January 18, 2013, of the Ministry of Finance guiding the management and use mechanisms of the Enterprise Restructuring Support Fund at parent companies of state economic groups, state corporations, and parent companies in parent company-subcompany combinations. This Circular abolishes related guidance documents of the Ministry of Finance that conflict with this Circular.
2. Joint-stock enterprises that have received approval decisions on privatization plans from competent authorities before the effective date of Decree No. 126/2017/NĐ-CP continue to implement share sales according to the approved privatization plan. Management and settlement of the proceeds from privatization at the time the enterprise officially becomes a joint-stock company shall be carried out in accordance with Decree No. 126/2017/NĐ-CP and the guidance provided in this Circular.

3. During the implementation process, if any difficulties arise, they should be promptly reported to the Ministry of Finance for consideration and resolution./.

3. During the implementation process, if there are any difficulties, they should be promptly reported to the Ministry of Finance for consideration and resolution./.