Decision No. 51/2014/QD-TTg on certain contents regarding divestment, sale of shares, and registration for trading and listing on the stock market of state-owned enterprises.

Pursuant to …;

Briefly describe technical improvements, production processes, raw materials, designs; new technology applications such as automation, digitalization, clean technology; management, marketing, distribution solutions; products winning awards or certifications related to innovation…):…Certain contents regarding withdrawal of capital, sale of shares, and registration for trading,

listing on the securities market of state-owned enterprises,specialized agency under the People's Committee of the province/city.

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

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

Pursuant to Decree No. 59/2011/NĐ-CP dated July 18, 2011 and Decree No. 189/2013/NĐ-CP dated November 20, 2013 of the Government on converting wholly state-owned enterprises into joint-stock companies;

Pursuant to Decree No. 99/2012/NĐ-CP dated November 15, 2012 of the Government on delegation and decentralization of implementation of rights, responsibilities, and obligations of state owners towards state-owned enterprises and state capital invested in other enterprises;

Pursuant to Decree No. 71/2013/NĐ-CP dated July 11, 2013 of the Government on investment of state capital in enterprises and financial management of enterprises wholly owned by the state;

Pursuant to Resolution No. 15/NQ-CP dated March 6, 2014 of the Government on certain measures to accelerate the process of shareholding and withdrawal of state capital from enterprises;

Considering the proposal of the Minister of Finance,

The Prime Minister issues this Decision on certain contents regarding withdrawal of capital, sale of shares, and registration for trading, listing on the securities market of state-owned enterprises;

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decision stipulates certain contents regarding withdrawal of capital of enterprises wholly owned by the state that invest outside their main production and business sectors according to approved restructuring plans and transfer of state capital at enterprises where the state does not need to maintain its holding ratio according to approved restructuring and shareholding plans, and provisions on criteria and classification lists of state-owned enterprises; on sale of shares and registration for trading, listing on the securities market of 100% state capital;

Article 2. Applicability

1. A limited liability company with 100% state-owned charter capital established by the Prime Minister or by ministries, ministerial-level agencies, and government agencies (hereinafter referred to as the ministry managing the sector), provincial people's committees (hereinafter referred to as provincial people's committees), including:

a) A limited liability company with 100% state-owned charter capital which is the parent company of economic groups; the parent company of state-owned corporations; the parent company in the parent-subsidiary model (hereinafter referred to as the parent company);

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

2. Ministries managing the sector and provincial people's committees are representatives of the state-owned capital contributed to other enterprises.

3. The representative appointed by the state-owned enterprise with 100% state-owned charter capital and the representative of the state-owned capital invested in other enterprises.

4. Organizations and individuals related to the activities of investing state capital and managing finance of enterprises wholly owned by the state and managing state-owned capital invested in other enterprises.

5. Enterprises wholly owned by the state operating in financial sectors with specific characteristics shall implement the transfer of capital according to those specific regulations and the provisions of this Decision.

6. Limited liability companies with 100% state-owned charter capital owned by the parent company, joint-stock companies, and limited liability companies with two or more members having state-owned capital contributions as specified in Clause 1 of this Article shall apply the provisions of this Decision to withdraw capital investments outside the enterprise.

Chapter II

SPECIFIC PROVISIONS

Section 1

WITHDRAWAL OF CAPITAL FROM ENTERPRISES

Article 3. General Principles

1. The state owner according to the delegation and decentralization provisions set forth in Decree No. 99/2012/NĐ-CP dated November 15, 2012 of the Government on delegation and decentralization of implementation of rights and obligations of state owners towards state-owned enterprises and state capital invested in enterprises shall withdraw capital (transfer capital) in accordance with the provisions of Decree No. 71/2013/NĐ-CP dated July 11, 2013 of the Government on investment of state capital in enterprises and financial management of enterprises wholly owned by the state and the provisions of this Decision.

2. Withdrawal of capital below par value or below book value must ensure the following principles:

a) Minimize investment losses and preserve state capital at the highest level when transferring capital.

b) Transfer of capital through negotiation shall only be implemented after unsuccessful public auction sales (no or only one investor registering to participate in the auction) or failure to sell all shares or state-owned shares offered for public auction, except for the sale of listed shares at the stock exchange or registered for trading on the Upcom platform at the negotiated price specified in Clause 1, Article 4 of this Decision. In case of unsuccessful negotiated sale, the enterprise shall report to the state owner requesting the State Capital Investment Corporation (SCIC) to consider and repurchase.

c) The enterprise shall be responsible for establishing additional provisions for loss reserves for financial investments in accordance with current regulations and the following principle:

- For securities investments: The time for establishing additional loss provisions is the time of formulating the capital transfer plan.

- For long-term financial investments: The time for establishing additional loss provisions is the time of formulating the capital transfer plan and based on the most recent quarterly financial report of the enterprise with contributed capital at the time of formulating the capital transfer plan.

- In case the investment in a publicly traded company that has not been listed cannot determine the minimum supply price by three (03) securities companies at the time of establishing the provision, it shall be treated as a long-term financial investment.

d) The starting price for organizing a public auction sale shall be determined based on the results of the appraisal unit but not lower than the book value of the investment minus the fully established additional loss provisions for financial investments in accordance with Point c, Clause 2 of this Article (if applicable).

The Board of Members or the Chairman of the enterprises specified in Clause 1, Article 2 of this Decision, the industry management agency, and the provincial People's Committee are the representatives of state capital contributors at other enterprises (hereinafter referred to collectively as the representative of state capital contributors) shall decide on the initial price for organizing public auction sales.

3. The withdrawal of capital from the enterprises specified in Clause 1, Article 2 of this Decision investing in financial companies and commercial banks shall be carried out in accordance with the provisions of Article 6 of this Decision and relevant laws.

Article 4. Withdrawal of Capital Below Par Value

1. In joint-stock companies listed on stock exchanges or registered for trading on the Upcom exchange, if the listed share price is lower than the par value, then:

a) The transfer of shares shall be conducted through matching transactions or negotiated transactions in accordance with securities laws. If negotiated transactions are conducted through stock exchanges or the Upcom exchange, the negotiated price must fall within the trading price range of the security code on the transaction date.

b) After organizing sales according to Point a of this Clause but failing to sell all offered shares within three months from the first day of matching transactions or negotiated transactions, the representative of state capital contributors shall consider and decide to adjust the selling price by a maximum reduction of 10% compared to the average successful trading price of the fifteen days prior to the price adjustment determination date for negotiated sales. For enterprises specified in Clause 1, Article 2 of this Decision, the Board of Members or the Chairman of the company shall decide to implement negotiated sales after obtaining written approval from the industry management agency and the provincial People's Committee. In cases where newly listed joint-stock companies have not been listed for more than fifteen days, the price adjustment determination period will start from the listing date.

c) In cases of negotiated sales according to Point b of this Clause at prices outside the trading price range on stock exchanges or the Upcom exchange, the enterprise shall notify the State Securities Commission in advance before conducting the transaction.

2. In unlisted joint-stock companies that have not registered for trading on stock exchanges or the Upcom exchange, if the transfer price of the investment shares determined by an appraisal organization is lower than the par value, then:

a) Organize the sale of shares through public auction in accordance with current regulations and the provisions of this Decision. The initial price for organizing the public auction shall be implemented according to the principle stipulated in Point d, Clause 2, Article 3 of this Decision.

b) In cases where the public auction is unsuccessful or does not sell all offered shares through auction but there is an investor committing to purchase through negotiation (excluding investors who participated in the auction but did not pay for the shares), the representative of state capital contributors shall consider and decide to sell to the investor as follows:

- For enterprises specified in Clause 1, Article 2 of this Decision, the Board of Members or the Chairman of the company shall decide to implement negotiated sales after obtaining written approval from the industry management agency and the provincial People's Committee.

- The negotiated selling price shall not be lower than the lowest successful auction price in cases where not all offered shares were sold, or not lower than the initial auction price in cases where the auction was unsuccessful. In cases where investors participating in the first auction abandoned their bids entirely, the negotiated price shall not be lower than the lowest auction price. In cases where investors commit to purchasing the same number of shares and offering the same negotiated price, competitive bidding shall be conducted among the investors with the initial price being the equal negotiated price, and the investor offering the higher price shall be the one to negotiate the purchase.

- The time limit for completing negotiated sales shall be a maximum of sixty days from the end of the payment deadline for purchasing shares in the first auction.

c) In cases where negotiated sales according to Point b of this Clause are unsuccessful or do not sell all offered shares, the representative of state capital contributors shall consider and decide to adjust the price for another auction. The initial price for the second auction shall be implemented as follows:

- In cases where there are no investors negotiating purchases according to Point b of this Clause:

+ Reduce the initial auction price by a maximum of 10% in cases where the first auction was unsuccessful;

+ Reduce the lowest successful auction price by a maximum of 10% in cases where not all offered shares were sold through the first auction;

+ Reduce the lowest bid price of the first auction by a maximum of 10% in cases where investors participating in the first auction abandoned their bids entirely and these investors are not allowed to participate in the second auction or negotiate purchases for unsold shares after the second auction.

- In cases where investors participating in the first auction abandoned their bids entirely, the price reduction shall not exceed 10% of the lowest bid price, and these investors are not allowed to participate in the second auction.

- In cases where negotiated sales according to Point b of this Clause do not sell all offered shares, reduce the price by a maximum of 10% compared to the lowest successful negotiated price.

d) In cases where the second auction is still unsuccessful or does not sell all offered shares, the representative of state capital contributors shall consider and decide to sell through negotiation at a price not lower than the lowest successful auction price in cases where not all shares were sold, or not lower than the initial auction price in cases where the auction was unsuccessful. For enterprises specified in Clause 1, Article 2 of this Decision, the Board of Members or the Chairman of the company shall decide to implement negotiated sales after obtaining written approval from the industry management agency and the provincial People's Committee.

In cases where investors commit to purchasing the same quantity of shares at the same agreed price, a competitive offering shall be conducted through a secret ballot among the investors with the starting price being the agreed price, and the investor offering a higher price shall be the one who purchases the agreed shares.

Article 5. Withdrawal of Capital Below Book Value

1. At joint-stock companies listed on stock exchanges or registered for trading on the Upcom exchange, if the listed share price is lower than the book value, the representative of state capital owners shall transfer capital according to Clause 1 of Article 4 of this Decision.

2. At joint-stock companies not listed on stock exchanges or not registered for trading on the Upcom exchange, if the transfer price of the investment shares determined by an organization with appraisal functions is lower than the book value, the representative of state capital owners shall sell at auction or negotiate the sale according to Clause 2 of Article 4 of this Decision.

3. At limited liability companies with two or more members:

a) In cases where the representative of state capital owners requests a limited liability company with two or more members to repurchase their equity contribution, the transfer price determination shall be carried out according to Article 43 of the Enterprise Law 2005.

b) In cases where the representative of state capital owners transfers their equity contribution to another member or to an organization or individual who is not a member of the company, it must be implemented according to Article 44 of the Enterprise Law 2005, wherein:

- If transferring to other members within the company, the representative of state capital owners shall conduct a negotiated sale. For enterprises specified in Clause 1 of Article 2 of this Decision, the Board of Members or the Company Chairman decides to conduct a negotiated sale after obtaining written approval from the Ministry managing the industry or the People's Committee of the province. The negotiated sale price is determined based on the results of the valuation organization's advice but shall not be lower than the book value of the investment minus the amount already set aside as a loss reserve for financial investments (if any).

- If transferring to organizations or individuals who are not members of the company, the representative of state capital owners shall decide to sell at auction or negotiate the sale according to Clause 2 of Article 4 of this Decision.

Article 6. Withdrawal of State Investment Capital at Financial Companies and Commercial Banks

1. Enterprises specified in Clause 1 of Article 2 of this Decision (hereinafter referred to collectively as state-owned enterprises) shall withdraw investment capital at financial companies and commercial banks as follows:

a) State-owned enterprises that own or jointly own with other state-owned enterprises five percent or more of the charter capital of commercial banks may have the State Bank of Vietnam consider accepting representatives of ownership or designate one or several state-owned commercial banks (including state-owned commercial banks holding 100% of the charter capital or over 50% of the charter capital) to purchase according to the plan approved by the Prime Minister for each case.

b) In cases other than those stipulated in Point a of this Clause, state-owned enterprises shall implement withdrawal of investment capital at financial companies and commercial banks according to the provisions of the law and Article 4 and Article 5 of this Decision, while also requiring the State Bank of Vietnam's written approval regarding the transferee's ownership and financial capacity as prescribed by law before the transfer. In cases where the auction is unsuccessful or the number of shares offered for auction is not fully sold, the state-owned enterprise shall request the State Bank of Vietnam to accept representatives of ownership or designate a state-owned commercial bank to purchase before requesting SCIC to purchase according to Article 7 of this Decision.

2. Determining the value of the capital invested by state-owned enterprises in financial companies and commercial banks as follows:

a) For financial companies and commercial banks not listed on stock exchanges or not registered for trading on the Upcom exchange:

- The State Bank of Vietnam shall propose an independent appraisal organization to determine the actual value of the financial company or commercial bank, thereby determining the level of provision for losses on financial investments for the state-owned enterprise's investment capital in the financial company or commercial bank and valuing this capital.

- In cases where the book value recorded in the accounting books of the state-owned enterprise's investment capital in the financial company or commercial bank is lower than the value determined by the independent appraisal organization, the value of the capital accepted by the State Bank of Vietnam or designated state-owned commercial bank to purchase is the book value recorded in the accounting books.

- In cases where the book value recorded in the accounting books of the state-owned enterprise's investment capital in the financial company or commercial bank is higher than the value determined by the independent appraisal organization, the value of the capital accepted by the State Bank of Vietnam or designated state-owned commercial bank to purchase is the value determined by the independent appraisal organization or a price not higher than the book value recorded in the accounting books minus the fully established loss reserve for financial investments according to the law.

b) For financial companies and commercial banks listed on stock exchanges or registered for trading on the Upcom exchange:

- In cases where the book value recorded in the accounting books of the shares is lower than the average transaction price of those shares in the ten consecutive trading sessions prior to the time when the State Bank of Vietnam accepts or designates a state-owned commercial bank to purchase the state-owned enterprise's investment capital in the financial company or commercial bank, the book value recorded in the accounting books is the price at which the State Bank of Vietnam accepts or designates a state-owned commercial bank to purchase.

- In cases where the book value of the shares recorded in the accounting ledger exceeds the average transaction price of the shares over the ten consecutive trading sessions prior to the time when the State Bank of Vietnam receives them or designates a state commercial bank to purchase them, the average transaction price of those shares over the ten consecutive trading sessions prior to that time shall be the price at which the State Bank of Vietnam receives them or designates a state commercial bank to purchase them.

3. The restructuring of the capital received by the State Bank of Vietnam or designated for acquisition by a state commercial bank from the state-owned enterprise's investment in financial companies and commercial banks shall be carried out in accordance with the current laws.

Article 7. Investment Capital Participating in the Purchase and Acquisition

1. For state capital invested in the insurance and banking sectors, after processing according to Articles 4, 5, and 6 of this Decision but still unable to sell or sell completely, the enterprise shall report to the owner of the state capital to request the State Capital Corporation (SCIC) to consider and agree to purchase the remaining shares or equity of the state capital at a price not higher than the initial price set for the unsuccessful negotiated sale or not higher than the successful negotiated sale price (in the case of unsold shares or equity of the state capital). The price at which SCIC purchases the remaining shares or equity of the state capital must ensure it does not exceed the book value minus the fully established financial investment loss provision as stipulated. If no agreement can be reached with SCIC on the transfer of the remaining shares or equity of the state capital, the owner of the state capital shall propose the Ministry of Finance to report to the Prime Minister for a decision.

2. For state capital invested in other sectors outside the insurance and banking sectors, SCIC shall base its consideration and decision to purchase based on its functions, tasks, and investment principles as prescribed in Decree No. 151/2013/ND-CP dated November 1, 2013 of the Government on the functions, tasks, and operational mechanisms of SCIC. The purchase price for these investments shall follow the principle stipulated in Clause 1 of this Article.

Article 8. Organizing the Sale of Shares

1. For the transfer of capital in unlisted joint-stock companies with a face value of VND 10 billion or more and state capital invested in limited liability companies with a value of VND 10 billion or more, the representative of the state capital owner shall consider and decide to select a financial intermediary organization (securities companies) to conduct a public auction, or organize an auction within the enterprise, or conduct an auction through a securities exchange.

In cases where enterprises conduct a public auction of shares with a face value of VND 10 billion or more but do not conduct the auction through a securities exchange, the procedures and formalities shall be carried out as if the transfer of capital has a face value below VND 10 billion.

2. The representative of the state capital owner may carry out the transfer of state capital in joint-stock companies with the following business results: A loss in the year immediately preceding the registration year for the share offering and cumulative losses up to the registration year for the share offering; or a loss in the year immediately preceding the registration year for the share offering without cumulative losses up to the registration year for the share offering; or a profit in the year immediately preceding the registration year for the share offering but with cumulative losses up to the registration year for the share offering. The procedures and formalities for transferring capital shall be carried out as if the transfer of capital were in joint-stock companies with profitable business results and no cumulative losses up to the year of the transfer.

Section 2

SCIC PARTICIPATES IN THE FIRST PURCHASE OF SHARES AT

ENTERPRISES BEING CONVERTED INTO JOINT-STOCK COMPANIES

Article 9. Subjects of SCIC's Initial Share Purchase Participation

SCIC participates in the initial share purchase at enterprises specified in Clause 1, Article 2 of this Decision and at wholly state-owned companies under the direct control of parent companies of state economic groups, state corporations, and parent companies in holding company structures that hold 100% of the charter capital and implement shareholding reform according to Decree No. 59/2011/ND-CP dated July 18, 2011 of the Government on converting 100% state-owned enterprises into joint-stock companies (hereinafter referred to as Decree No. 59/2011/ND-CP), excluding independent 100% state-owned enterprises under the management of ministries, provincial people's committees implementing shareholding reform which transfer the rights of state capital ownership representation to SCIC as stipulated in Decree No. 151/2013/ND-CP dated November 1, 2013 of the Government.

Article 10. Method and Price for Initial Share Purchase

SCIC participates in the initial share purchase at enterprises undergoing shareholding reform through negotiation in the following cases:

1. Purchasing shares before the enterprise undergoing shareholding reform conducts public auction sales:

a) In the case where a strategic investor purchases shares before the public auction sale, SCIC purchases at the lowest successful negotiated selling price for the strategic investor (in the case of negotiating with a strategic investor) or at the lowest successful bidding price among strategic investors (in the case of bidding among strategic investors).

b) In the case where there is no strategic investor purchasing shares before the public auction sale, SCIC purchases at a price not lower than the approved starting price by the competent authority.

c) Within five days from the completion of the share sale to the strategic investor or from the end date of the share purchase registration period (in the case where no strategic investor registers to purchase shares), the State Capitalization Steering Committee of the enterprise shall notify SCIC for consideration and decision, and complete the share purchase within a maximum of fifteen days from the date of receipt of the notification from the State Capitalization Steering Committee of the enterprise.

2. Purchasing shares after the enterprise undergoing shareholding reform conducts public auction sales:

a) In the case of a first-time public auction sale that does not succeed, SCIC purchases shares at par value.

b) In the case where not all shares offered for sale are sold through the auction, SCIC purchases shares at the lowest successful auction price (in the case of immediate purchase after the auction) or at the lowest successful negotiated price (in the case of negotiating with other investors but not selling all shares).

c) Within five days from the end date of the auction registration period (in the case of an unsuccessful auction) or from the end date of the share purchase payment period (in the case of not selling all shares through the auction) or from the completion date of the share sale to other investors (in the case of negotiating with other investors but not selling all shares), the State Capitalization Steering Committee of the enterprise has the responsibility to notify SCIC for consideration and decision, and complete the share purchase within a maximum of fifteen days from the date of receipt of the notification from the State Capitalization Steering Committee of the enterprise.

Article 11. Handling unsold shares after selling to SCIC

In cases where enterprises sell shares to SCIC according to Clause 2, Article 10 but fail to sell all shares, the Steering Committee for Shareholding Reform shall report to the competent authority to approve the adjustment of the charter capital structure to convert into a joint-stock company before organizing the first General Meeting of Shareholders in accordance with Clause 3, Article 40 of Decree No. 59/2011/NĐ-CP.

Article 12. Sale price of shares to employees and trade unions when SCIC participates in the initial purchase of shares

1. The initial sale price of shares to employees and trade unions shall be implemented in accordance with Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government.

2. In cases where SCIC participates in purchasing shares immediately after the initial public auction of shares without success and there is no strategic investor purchasing shares before the public auction, then:

a) The preferential sale price of shares to employees and trade unions shall be sixty percent (60%) of the sale price of shares to SCIC as stipulated in Point a, Clause 2, Article 10 of this Decision.

b) The sale price of additional shares purchased by employees in accordance with Point a, Clause 2, Article 48 of Decree No. 59/2011/NĐ-CP shall be the sale price of shares to SCIC as stipulated in Point a, Clause 2, Article 10 of this Decision.

Article 13. Approval of the shareholding reform plan

The Steering Committee for Shareholding Reform shall cooperate with SCIC to develop the shareholding reform plan in accordance with the regulations, including clearly defining the plan for selling shares to SCIC as stipulated in this Decision, and submit it to the competent authority for approval.

Section 3

SHAREHOLDING REFORM OF STATE-OWNED ENTERPRISES ASSOCIATED WITH REGISTRATION FOR TRADING AND LISTING ON THE SECURITIES MARKET

TRANSACTIONS AND LISTINGS ON THE SECURITIES MARKET

Article 14. Registration for trading and listing

1. For enterprises officially converted into joint-stock companies after this Decision takes effect:

a) Within ninety (90) days from the date of issuance of the Enterprise Registration Certificate, the shareholding enterprise must complete the procedures for registration as a public company, registration of shares for centralized custody at the Securities Depository Center, and registration for trading on the Upcom trading system in accordance with securities laws and regulations.

b) In cases where the shareholding enterprise meets the conditions for listing on a stock exchange, after completing the procedures to list shares on the securities market as stipulated in Point a, Clause 1 of this Article, within a maximum period of one (01) year from the date of issuance of the Enterprise Registration Certificate, the shareholding enterprise must supplement the necessary documents to complete the listing procedures at the stock exchanges in accordance with securities laws and regulations.

2. For enterprises that have officially converted into joint-stock companies before this Decision takes effect, the representative of state-owned capital owners shall instruct the representative to coordinate and urge the enterprise to complete the registration for trading and listing procedures as stipulated in Clause 1, Article 14 of this Decision within a maximum period of one (01) year from the date this Decision takes effect.

Article 15. Approval of the privatization plan linked to registration for trading and listing

The competent authority approving the privatization plan shall be responsible for approving the privatization plan including the content of registering shares for trading and listing on the securities market as stipulated in Article 14 of this Decision.

Chapter III

IMPLEMENTATION

Article 16. Responsibilities of the Ministry of Finance

1. Coordinate with relevant ministries managing industries, provincial People's Committees, parent companies, independent state-owned joint-stock companies, monitor and inspect the implementation of the transfer of state capital at enterprises, promptly address any arising issues or report to the competent authority for consideration and decision if beyond their jurisdiction.

2. Summarize the implementation of the transfer of state capital of economic groups, state-owned corporations, state-owned enterprises, quarterly and annually report to the Prime Minister the results of implementation.

Article 17. Responsibilities of the State Bank of Vietnam

1. Lead and coordinate with relevant ministries and units to implement the provisions of Article 6 of this Decision; designate state commercial banks to purchase the portion of capital invested by state-owned enterprises in financial companies and commercial banks.

2. Quarterly and annually report to the Ministry of Finance the results of the withdrawal of state-owned enterprise capital from financial companies and commercial banks for consolidation and reporting to the Prime Minister.

3. Lead and coordinate with relevant ministries and units to develop and submit to the Prime Minister for approval the plan for the State Bank of Vietnam to represent the owner or designate state commercial banks to purchase the capital of state-owned enterprises invested in financial companies and commercial banks.

Article 18. Responsibilities of the Ministry managing the industry, Chairman of the Provincial People's Committee

1. Direct and urge enterprises under their management to implement the capital transfer plans as prescribed in this Decision. Bear responsibility before the Government and the Prime Minister for failing to complete the approved state capital transfer progress plan on time.

2. Decide on the transfer of state capital below par value and book value in enterprises with state contributions managed by the ministry or provincial people's committee as the representative owner as prescribed in this Decision.

3. Within ten working days from the date of receipt of the proposal letter from the Board of Directors or the company chairman, issue a written opinion for the enterprises specified in Clause 1 of Article 2 of this Decision to carry out the capital transfer through negotiated sale.

4. Examine and handle within their authority or report to the competent authority to resolve any issues related to the transfer of capital in enterprises under their management as prescribed.

5. Inspect and supervise the transfer of capital in enterprises under their management as prescribed.

6. Direct the state capital representatives at enterprises to develop the capital transfer plans as prescribed.

7. Quarterly and annually report to the Prime Minister, the Steering Committee for Enterprise Reform and Development the results of the state capital transfer plans of enterprises under their management, concurrently send to the Ministry of Finance for consolidation and reporting to the Prime Minister.

Article 19. Responsibilities of the Board of Members, Chairman of the parent company - economic group, state-owned corporation, parent company in the parent company - subsidiary company model, independent limited liability company under the management of ministries, provincial People's Committees

1. Decide on the plan for transferring state capital below par value or below book value as stipulated in this Decision.

2. Decide on the transfer of capital through negotiated sale as provided in this Decision after obtaining approval from the ministry managing the sector, provincial People's Committee.

3. Select and hire an appraisal organization with valuation functions to determine the starting price as the basis for implementing the capital transfer.

4. Organize and ensure the completion of the state capital transfer progress plan according to the approved plan. Bear responsibility before the state capital owner for failing to complete the state capital transfer progress plan according to the approved plan.

5. Within five working days from the end date of the capital transfer according to the methods prescribed in Articles 4 and 5 of this Decision if unsuccessful, report to the state capital owner (also send to SCIC) for consideration and decision to sell by agreement to SCIC.

6. Direct representatives of state capital at other enterprises with contributions from enterprises specified in Clause 1, Article 2 of this Decision to build plans for transferring capital as prescribed.

7. Report quarterly and annually to the state capital owner on the results of implementing the state capital transfer plan (including progress plans), also send to the Ministry of Finance for consolidation, reporting to the Prime Minister.

Article 20. Responsibilities of SCIC

1. Implement assigned tasks as stipulated in this Decision. Report quarterly and annually to the Prime Minister on the results of implementing tasks, also send to the Ministry of Finance for consolidation, reporting to the Prime Minister.

2. Within sixty days from the date of receiving notification from the representative of the state capital owner to consider and decide on purchasing investments as stipulated in Article 7 of this Decision.

3. Continue to review and implement the transfer of state capital that has been repurchased according to Clause 1, Article 7 of this Decision in accordance with relevant laws.

4. Organize separate accounting for repurchased investment amounts as stipulated in Clause 1, Article 7 of this Decision and exclude them when conducting annual enterprise evaluation and classification.

Article 21. Responsibilities of state-owned enterprises implementing shareholding reform

1. Develop a shareholding reform plan linked to registration for trading and listing on the stock market as stipulated in Article 14 of this Decision.

2. Implement the shareholding reform of state-owned enterprises according to the Plan approved by the competent authority, in accordance with laws on state-owned enterprise shareholding reform and provisions of this Decision.

Article 22. Responsibilities of the Steering Committee for Enterprise Renewal and Development

Advise and assist the Prime Minister in directing ministries, sectors, localities, economic groups, state-owned corporations to implement regulations on divesting state capital; report periodically quarterly and annually to the Prime Minister on implementation status.

Article 23. Effectiveness of Implementation

1. This Decision takes effect from November 1, 2014.

2. Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, Chairmen of provincial People's Committees, cities directly under the Central Government, Chairmen of the Board of Members, Chairmen of companies, General Directors, Directors of state-owned enterprises holding 100% of charter capital and related organizations and individuals are responsible for implementing this Decision./.