Decision No. 41/2015/QD-TTg On the Sale of Shares in Lots

Pursuant to …;

On the sale of shares in lots

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Căn cứ Luật T, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP The Government on June 25June 2024;th year 2001;

Pursuant to the Public Debt Management Law dated November 23, reason, using state capital for production investment,ibusiness managementi enterprises on June 26June 2024;Pursuant to Article 5 of Decree No. 123/2015/NĐ-CP dated November 15, 2015 issued by the Government on the implementation of the National Program for Household Registration and Statistics for the period 2017-2024;

Implementing Resolutionpoliciesu pursuant to Law 65/2020/QH14 and Law regulations issued pursuant to Decision 71/2022/QH15No. 40/NQ-CP dated June 1June 2024;2004;15 of the Government on the regular meeting of the Government in May 20"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."hereinafter referred to as the DecreeDeputy ministers of ministerial-level agencies, The Prime Minister issues this Decision on the sale of shares15;

In particular, the contract signed between the foreign expert and the non-governmental organization from a foreign country must be supplemented with confirmation from the non-governmental aid provider agency of Vietnam that the foreign expert will directly implement the activities of the program or project funded by non-governmental organizations from foreign countries according to the approved program or project documentation."b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."ealth

in lots., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP This Decision stipulates certain contents regarding the withdrawal of state capital from joint-stock companies that have not been listed or registered for trading on the Upcom Stock Exchange organized by ministries, ministerial-level agencies, government agencies, provincial People's Committees, economic groups, state-owned corporations, and companies wholly owned by the State, which act as representatives of the owner. ldot.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decision applies to the following subjects:

Article 2. Applicability

1. Joint-stock enterprises that have been equitized and are required to withdraw capital.

2. State capital owners in joint-stock companies (including ministries, provincial People's Committees) and authorized representatives when implementing the withdrawal of state capital from unlisted joint-stock companies or those not registered for trading on the Upcom Stock Exchange.

3. Board of Directors of economic groups, state-owned corporations, and companies, or Chairmen of companies wholly owned by the State, and authorized representatives for the portion of capital invested by economic groups, state-owned corporations, and companies in other enterprises when implementing the withdrawal of capital from unlisted joint-stock companies or those not registered for trading on the Upcom Stock Exchange.

4. Economic groups, state-owned corporations, and enterprises with decisions transferring the right to represent state ownership after equitization to the State Capital Investment Corporation are not subject to this Decision.

1. "Sale of shares in lots" refers to the implementation of selling shares at joint-stock companies specified in Article 1 of this Decision through public and transparent methods to investors, where each investor must register to purchase the entire number of shares offered for sale in a lot.

Article 3. Explanation of Terms

2. "Deposit money" is a sum of money advanced by investors to guarantee their right to buy shares.

3. "IPO" is the initial public offering of shares.

4. "Unsuccessful auction" is an auction where no investor purchases shares (due to investors violating auction rules or winning bidders failing to purchase).

5. "Unsuccessful competitive bidding" is a competitive bidding where no investor purchases shares (due to investors violating bidding rules, winning bidders failing to purchase, or multiple investors offering the same price).

1. The sale of shares in lots shall be carried out according to this Decision and relevant regulations governing the withdrawal of state capital on the principles of transparency and compliance with the charter and operations of joint-stock companies with state participation.

Chapter II

SPECIFIC PROVISIONS

Article 4. General Principles

2. The sale of shares in lots must be conducted through public auctions via the Stock Exchange based on the approved plan for selling in lots as stipulated in Article 5 of this Decision, including the number of share lots for auction, the quantity of shares in each lot, the starting price of the share lot for auction, criteria for participating investors, and measures for handling unsuccessful auctions.

3. Investors participating in auctions to purchase shares in lots as prescribed in this Decision are exempt from making public offers as required by securities laws and stock market regulations.

4. The sale of shares in lots may be divided into different lots for auction depending on the number of shares and market conditions, but each auction session shall sell only one complete lot of shares, with the quantity of shares in a lot not less than 5% of the charter capital of the joint-stock company specified in Article 1 of this Decision.

5. In cases of designated sales (without going through the Stock Exchange), they shall be implemented according to the Prime Minister's Decision.

6. Selling shares to strategic shareholders for enterprises after IPO in the following situations:

- Selling shares to strategic shareholders according to the approved equitization plan within 12 months from the date the enterprise becomes a joint-stock company shall be implemented according to the approved equitization plan or the decision of the competent authority approving the equitization plan.

- Selling shares to strategic shareholders more than 12 months after the enterprise becomes a joint-stock company shall be implemented according to the withdrawal regulations.

- Selling shares to strategic shareholders according to other plans shall be implemented according to the Prime Minister's Decision.

- Selling shares to strategic shareholders according to another plan shall be carried out in accordance with the Prime Minister's decision.

Article 5. Authority to Approve Plans for Selling Shares in Lots

The industry management ministry, provincial people's committees decide on plans for selling shares in lots at joint-stock companies they represent as owners after receiving opinions from the Ministry of Finance and the Ministry of Planning and Investment; approve plans for divesting state capital in lots from economic groups, state-owned corporations, and companies when there are plans to divest capital from other enterprises.

The board of directors of economic groups, state-owned corporations, or companies, or the chairman of the company decides on selling shares in lots at joint-stock companies they represent as owners according to regulations and approved plans.

For plans to sell shares in lots of state capital at parent companies of economic groups and state-owned corporations after shareholding reform, the industry management ministry, provincial people's committees decide on the sale plan after obtaining approval from the Prime Minister.

Article 6.No.Objectives and Conditions for Purchasing Shares in Lots

1. Investors participating in purchasing shares in lots include domestic organizations and individuals, and foreign organizations and individuals. Domestic and foreign investors can purchase shares without quantity limits. However, for sectors and industries where laws and international agreements to which the Socialist Republic of Vietnam is a member stipulate maximum participation ratios for foreign investors, such stipulations shall be followed.

2. Investors participating in purchasing shares in lots must have financial capacity; commit to long-term interests with the enterprise; have plans to continue using existing labor; support the enterprise to expand markets, enhance financial capabilities, corporate governance, transfer and apply new technologies, train human resources; improve business operation efficiency and competitiveness.

Based on the provisions of Clause 2 of this Article, the representative builds criteria for selecting investors to participate in purchasing shares in lots, reports to the owner to develop the plan for selling shares in lots to submit to the competent authority for approval.

Article 7. Rights and Obligations of Investors

1. Investors have the right to request relevant documents and reports and the right to survey the business operations of the enterprise to decide on participating in purchasing shares in lots.

2. After completing the purchase of shares and becoming shareholders of the enterprise, investors are responsible for exercising shareholder rights and fulfilling obligations under current laws, adhering to commitments to support the enterprise in accordance with investor selection criteria. In case of failure to fulfill commitments leading to damage to the enterprise, investors must compensate according to current laws.

Article 8. Determination of Starting Price and Organization of Auction Sale of Shares in Lotsức selling shares through auctions in lots

1. The starting price of a lot of shares is determined by multiplying the starting price of one share by (x) the number of shares in a lot.

2. The starting price of one share is determined based on the valuation results of an organization with valuation functions.

Based on the Decision approving the plan for selling shares in lots by the competent authority and the Rules for Auction Sale of Shares in Lots, the agency representing the owner, the Chairman of the Board of Directors, or the Chairman of the company directs the representative to cooperate with the securities exchange to develop the Rules for Selling Shares in Lots for each enterprise, with a minimum information disclosure period of 20 days from the date of announcement.

4. Selling shares in lots is organized according to the Rules for Auction Sale of Shares in Lots stipulated in Clause 3 of this Article.

Article 9. Procedure for selling shares in lots

The sale of shares in lots shall be carried out in accordance with the provisions set forth in Point c Clause 2 Article 39 of the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises, specifically:

1. The sale of shares in lots must be conducted through auction as stipulated in Article 4 of this Decision. The investor offering the highest price at the auction is the successful bidder. In cases where multiple investors offer the same price for a lot of shares, competitive bidding shall be conducted among those investors through secret ballot, with the starting price being the same price offered and the investor offering the highest price will be the successful bidder.

If competitive bidding does not succeed (due to multiple investors offering the same price), it shall be carried out according to Clause 2 of this Article.

2. In cases where only one investor registers to purchase shares, in cases where competitive bidding does not succeed, or in cases where permission is granted in writing by the Prime Minister, the sale of shares shall be conducted directly by agreement with the investor.

The sale of shares through direct agreement with the investor must ensure the following requirements:

- For parent companies of economic groups: The representative body of the owner must report to the Prime Minister for examination and decision on direct sale agreements with investors.

- For enterprises subject to the sale of shares in lots that have been permitted by the Prime Minister to sell shares in lots through direct agreement with investors.

- For the remaining enterprises: The representative of the owner decides on direct sale agreements with investors. When deciding on direct sale agreements with investors, the representative body of the owner must bear legal responsibility for their decision and must comply with the principle: The person authorized to decide on the transfer of capital may not decide to transfer to a business in which his spouse, parents, adoptive parents, children, daughters-in-law, sons-in-law, adopted children, brothers, sisters, brothers-in-law, sisters-in-law, or sisters-in-law are managers of the business, nor may they decide to transfer to individuals who have such relationships.

- In cases where competitive bidding fails due to multiple investors offering the same price, the shares in a lot shall be evenly divided and sold to the investors. The authority to decide on the sale of shares in this case shall be implemented according to the provisions of this Clause.

3. In cases where the successful bidder refuses to pay the purchase price for the shares, the deposit paid for purchasing the shares will not be refunded.

Article 10. Management of proceeds from the sale of shares in lots, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP Proceeds from the sale of shares in lots at joint-stock companies shall be handled as follows:

- Deposited into the Enterprise Restructuring and Development Support Fund for cases involving the sale of shares in lots at joint-stock companies managed by Ministries, Provincial People's Committees as representatives of owners (after deducting reasonable costs related to the transfer).

- Proceeds from the sale of shares in lots at joint-stock companies with contributions from economic groups, state-owned corporations, and companies wholly owned by the State, after deducting the value of the enterprise's investment, transfer costs, and fulfilling tax obligations as prescribed, the remaining amount shall be recognized as financial activity income of the enterprise.

- Revenue from selling shares in lots at joint-stock companies with capital contributions from state economic groups, state corporations, or companies wholly owned by the State, after deducting the value of the invested capital, transfer costs, and fulfilling tax obligations as prescribed, the remaining amount shall be recognized as financial activity income of the enterprise.

Article 11. Selection of advisory services for the divestment plan and divestment costs

The representative body of the owner of capital at joint-stock companies shall select to hire an advisory organization to develop the divestment plan, decide on divestment costs, and bear legal responsibility for their decisions.

Chapter III

IMPLEMENTATION

Article 12. Responsibilities of the Ministry of Finance

1. Direct the State Securities Commission to issue a model auction regulation for block share sales.

2. Coordinate with sector management ministries, provincial People's Committees to promptly address arising issues or report to competent authorities for review and decision if beyond authority.

Article 13. Responsibilities of Sector Management Ministries, Provincial People's Committees, Board of Directors of State Economic Groups, State-Owned Corporations, or Chairmen of Companies Fully Owned by the State

1. Direct representatives:

a) To develop a block share sale plan (including investor selection criteria for block purchases), and report to competent authorities for approval.

b) To coordinate with securities trading departments to develop a block share auction regulation.

c) To coordinate with investors in surveying the operational status of enterprises.

d) To monitor the implementation of the block share sale plan. Report any arising issues to the capital owners for resolution.

2. Decide on selecting and hiring valuation organizations to determine the initial selling price for block shares; select and hire advisors to develop the divestment plan; decide on divestment costs.

3. Inspect and supervise the implementation of block share sale plans by enterprises under their jurisdiction as prescribed.

4. Review and handle arising issues during the implementation of the block share sale plan according to their authority or report to higher authorities for resolution.

Article 14. Effective Date

1. This Decision shall take effect from the date of issuance.

2. In cases where a divestment plan has been approved prior to the effective date of this Decision and requires adjustment or supplementation for block share sales, it shall be implemented in accordance with this Decision.

3. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial People's Committees, Board of Directors of State Economic Groups, State-Owned Corporations, or Chairmen of Companies Fully Owned by the State, and authorized representatives of economic groups, state-owned corporations, companies, and other related organizations and individuals are responsible for implementing this Decision./.