Circular No. 56/2013/TT-BQP guiding the implementation of converting state-owned enterprises with 100% state capital in the Military to joint-stock companies

Guidelines for converting state-owned enterprises with 100% state capital in the Military to joint-stock companies

Converting state-owned enterprises with 100% state capital in the Military to joint-stock companies

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Pursuant to Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government on converting state-owned enterprises with 100% state capital to joint-stock companies;

Pursuant to Decree No. 104/2008/NĐ-CP dated September 16, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of National Defense;

Considering the proposal of the Director of the Economic Department;

The Minister of National Defense guides the implementation of converting state-owned enterprises with 100% state capital in the Military to joint-stock companies as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the determination of the value of the enterprise to be listed; the settlement of policies for employees; the resolution of assets; the responsibilities of agencies and units; and the procedures for converting enterprises in the Military to joint-stock companies.

Article 2. Applicability

1. Joint-stock limited liability companies wholly owned by the Ministry of National Defense holding 100% of the charter capital, including: Parent companies of economic groups and state-owned corporations; joint-stock limited liability companies not under the category where the State needs to hold 100% of the charter capital. Joint-stock conversion shall not apply to dependent accounting units.

2. Agencies, units, and related individuals.

Article 3. Establishment of the Steering Committee for Joint-Stock Conversion

The number and composition of members of the Steering Committee for Joint-Stock Conversion are decided by the Minister of National Defense, including:

1. Chairman of the Steering Committee: The Ministry of National Defense authorizes a Head of the Economic Department to assume this role;

2. Permanent member of the Steering Committee: A Head of the Enterprise Management Division of the Economic Department;

3. Members, including representatives from: The Office of the Ministry of National Defense, the Finance Department, the Cadre Department, the Force Department, the Policy Department, the direct superior unit of the joint-stock company being converted, and the leadership of the joint-stock company being converted. In cases where the joint-stock conversion involves a company with over 500 billion VND in state capital operating in a special sector, the Steering Committee for Joint-Stock Conversion will include representatives from the Steering Committee for Enterprise Reform and Development and the Ministry of Finance.

4. The permanent office and support staff of the Steering Committee:

a) The permanent office of the Steering Committee for Joint-Stock Conversion is the Economic Department of the Ministry of National Defense;

b) The support staff of the Steering Committee is the Enterprise Management Division of the Economic Department.

Article 4. Establishment of the Support Team for Joint-Stock Conversion

The Steering Committee for Joint-Stock Conversion decides to establish a Support Team, the members of which include:

1. Team Leader: To be assumed by a leader of the joint-stock company being converted;

2. Team Members: Chief Accountant or Head of the Accounting Department; Heads (or Deputy Heads) of functional departments of the joint-stock company being converted. The number and composition of Support Team members are decided by the Chairman of the Steering Committee for Joint-Stock Conversion.

Chapter II

REGULATIONS ON SPECIAL ISSUES

WHEN IMPLEMENTING JOINT-STOCK CONVERSION

Article 5. Determination of the Value of the Joint-Stock Company Being Converted

1. The determination of the value of the joint-stock company being converted shall be carried out in accordance with the provisions of Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government and Circular No. 202/2011/TT-BTC dated December 30, 2011 of the Ministry of Finance.

2. The value of land for defense purposes shall not be included in the value of the enterprise when implementing joint-stock conversion. After the conversion to a joint-stock company, if there is defense land managed and used by the company, it will be leased by the Ministry of National Defense, with lease procedures carried out in accordance with the law and guidance of the Ministry of National Defense.

Article 6. Handling of assets in enterprises when implementing corporatization

The handling of assets in enterprises during the implementation of corporatization must ensure transparency and comply with state regulations and those of the Ministry of National Defense. If there are defense equipment assets, their handling must seek the opinion of the General Staff Office as follows:

1. Recover 100% of weapons, ammunition, and special military equipment back to the management agency or unit above the enterprise.

2. Joint-stock companies where the State still holds controlling shares (>50%) may use one military license plate vehicle for command purposes.

3. Joint-stock companies where the State does not hold controlling shares shall not use military license plates from the date the company receives its first business registration certificate.

For joint-stock companies that have completed corporatization before this Circular takes effect and where the State currently does not hold controlling shares, if they continue to use military license plates, the Ministry of National Defense will reclaim them. The Technical General Department is responsible for inspecting and reclaiming military license plates at enterprises that have been corporatized.

Article 7. Resolution of policies for employees

1. For military personnel: Resolved according to the provisions of Decision No. 133/2003/QĐ-BQP dated September 11, 2003, of the Minister of National Defense on implementing certain systems and policies for individuals working at military enterprises converted into joint-stock companies; Decision No. 53/2004/QĐ-BQP dated May 9, 2004, amending Decision No. 133/2003/QĐ-BQP dated September 11, 2003, of the Minister of National Defense; and Decision No. 1762/QĐ-BQP dated June 23, 2008, of the Ministry of National Defense (when changes occur, they will be implemented according to current decisions of the Ministry of National Defense). Circular No. 50/2012/TT-BQP guides the implementation of policies for redundant workers when restructuring wholly state-owned limited liability companies within the Military.

2. For defense industry workers: If continuing to work at joint-stock companies, they will receive termination benefits supported by the national defense budget according to Article 42 of the Labor Law.

3. For contractual workers: Implemented according to current regulations.

4. Regarding social insurance policies after corporatization: Implemented according to current state regulations and regulations of the Ministry of National Defense.

Article 8. Procedure for corporatization

The corporatization of wholly state-owned enterprises in the Military is carried out according to specific steps stipulated in Appendix I attached to this Circular.

Article 9. Appointment of State Capital Representatives in Joint-Stock Companies

1. The appointment of representatives is conducted according to Step 3 of Appendix I of this Circular.

2. The term of appointment is five years, and reappointment is considered upon expiration of the term, but not exceeding two terms as a representative in one company. The reappointment process is as follows: The Standing Committee of the Party Committee of the unit tasked with managing the representative, after soliciting opinions from the Finance Bureau and the Economic Bureau, reports to the Ministry of National Defense (through the Economic Bureau) for the Ministry's decision.

3. This regulation applies to representatives appointed prior to the effective date of this Circular.

Article 10. Seal of the joint-stock company and signature stamping

1. After receiving the Business Registration Certificate, the joint-stock company proceeds to engrave seals according to legal provisions. The seal and name of the joint-stock company shall not include the phrase "Military" or "Ministry of National Defense."

2. In transaction documents of the joint-stock company, the name of the issuing unit shall not include the name of the superior military unit; for military personnel serving as State capital representatives in joint-stock companies, when signing and stamping, they shall not use their military rank (except in internal reports to the Ministry of National Defense).

Chapter III

执行

Article 11. Responsibilities of relevant agencies and units

1. The Economic Department shall be the permanent agency of the State Steering Committee for Corporate Shareholding Reform and shall have the responsibility to:

a) Report to the Head of the Ministry of National Defense to decide on enterprises undergoing corporate shareholding reform and to establish the State Steering Committee for Corporate Shareholding Reform for each enterprise within the military;

b) Take the lead and coordinate with related agencies to inspect and supervise before, during, and after the corporate shareholding reform process for enterprises implementing corporate shareholding reform according to the contents stipulated in Chapter II of this Circular.

2. Agencies under the Ministry of National Defense shall have the responsibility to:

b) Coordinate with the State Steering Committee for Corporate Shareholding Reform to direct and guide the implementation of corporate shareholding reform for state-owned enterprises with 100% state capital in the military according to their functions and tasks;

b) Coordinate with the Economic Department to inspect and supervise before, during, and after the corporate shareholding reform process for enterprises implementing corporate shareholding reform according to the relevant contents stipulated in Chapter II of this Circular.

3. The State Steering Committee for Corporate Shareholding Reform shall have the authority and responsibility to:

a) Assist the Ministry of National Defense in directing and organizing the implementation of corporate shareholding reform for one or several enterprises as prescribed in Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government;

b) Be authorized to use the seal of the Economic Department/MND while performing its duties;

c) Establish a working group to implement the corporate shareholding reform process at the enterprise;

d) Report to the Head of the Ministry of National Defense to select the method of selling shares for the first time;

đ) Direct the development of the corporate shareholding reform plan and the draft Articles of Association of the joint-stock company;

e) Review and submit to the Head of the Ministry of National Defense for decision on announcing the value of the enterprise and approving the corporate shareholding reform plan;

g) Direct the enterprise undergoing corporate shareholding reform to cooperate with financial intermediaries to organize the auction sale of shares;

h) Summarize and report to the Head of the Ministry of National Defense the results of the share sale;

i) Summarize and submit to the Head of the Ministry of National Defense for decision on adjusting the corporate shareholding reform plan and the enterprise value after conversion into a joint-stock company;

k) Examine, select, and propose to the Minister of National Defense the appointment of representatives for state capital contributions at the joint-stock company;

1) Coordinate with agencies under the Ministry of National Defense to handle related issues when implementing corporate shareholding reform.

4. Responsibilities of units with enterprises undergoing corporate shareholding reform:

a) Coordinate with the State Steering Committee for Corporate Shareholding Reform and agencies under the Ministry of National Defense to direct enterprises to implement corporate shareholding reform in accordance with the law and ensure progress;

b) Manage and resolve policies for military personnel working at privatized enterprises in accordance with regulations of the Ministry of National Defense;

c) Urge enterprises to complete financial settlement; settle shareholding reform costs; settle support funds for surplus labor; settle proceeds from shareholding reform according to state regulations, report to the Ministry of National Defense (through the Financial Department and the Economic Department) for approval and announcement of the actual value of state capital at the time the joint-stock company is issued the Business Registration Certificate for the first time.

Article 12. Effectiveness of Implementation

This Circular shall take effect 45 days from the date of signature, replacing Circular No. 31/2008/TT-BQP dated March 17, 2008 of the Ministry of National Defense guiding the transformation of state-owned enterprises with 100% state capital in the military into joint-stock companies.

During the implementation process, if there are any difficulties, please reflect them to the Permanent Agency of the State Steering Committee for Enterprise Renewal and Development (Economic Department) for consolidation and reporting to the Ministry of National Defense for resolution./.