Circular No. 69/2018/TT-BTC guiding the implementation of restructuring state-owned enterprises that do not meet the conditions for shareholding according to the provisions of Government Decree No. 126/2017/NĐ-CP dated November 16, 2017 on transferring state-owned enterprises and joint-stock limited companies with 100% state-owned capital to become public limited companies

CIRCULAR

GUIDELINES FOR IMPLEMENTING THE RESTRUCTURING OF STATE ENTERPRISES THAT DO NOT MEET THE CONDITIONS FOR PRIVATIZATION AS PROVIDED IN DECREE NO. 126/2017/NĐ-CP OF THE GOVERNMENT ON THE TRANSFORMATION OF STATE ENTERPRISES AND JOINT STOCK COMPANIES WITH SOLE SHAREHOLDER INTO JOINT STOCK COMPANIES

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 the transformation of state enterprises and joint stock companies with sole shareholder invested 100% capital into joint stock companies;

The Minister of Finance hereby issues this Circular amending and supplementing certain Articles of Circular No. 133/2015/TT-BTC dated August 31, 2015, issued by the Minister of Finance guiding the financial management mechanism for the Vietnam Chamber of Commerce and Industry (hereinafter referred to as Circular No. 133/2015/TT-BTC).

The Ministry of Finance issues guidelines for implementing the restructuring of state enterprises that do not meet the conditions for privatization as provided in Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the implementation of the restructuring of state enterprises that do not meet the conditions for privatization as provided in Clause 2, Article 4 of Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on the transformation of state enterprises and joint stock companies with sole shareholder invested 100% capital into joint stock companies (hereinafter referred to as Decree No. 126/2017/NĐ-CP) through debt resolution to transform into joint stock companies.

Article 2. Applicability

1. Vietnam Asset Management Company Limited (hereinafter referred to as Asset Management Company).

2. State-owned enterprises included in the list of enterprises that the State needs to hold more than 50% of the total shares when privatized according to the Prime Minister's decision after financial treatment and enterprise valuation as provided in Decree No. 126/2017/NĐ-CP, where the actual value of the enterprise is lower than the debts owed by the enterprise (hereinafter referred to as restructured enterprises).

3. Organ of the representative owner.

4. Creditors participating in restructuring.

Article 3. Definitions

In this Circular, certain terms are understood as follows:

1. "Reorganization plan" means the plan to convert state-owned enterprises subject to the provisions of Clause 2, Article 2 of this Circular into joint stock companies, including the financial treatment plan through debt trading activities.

2. "Debt purchase cost" means the total cost of purchasing debt up to the time of debt liability reduction, including: the actual debt purchase price plus (+) reasonable and lawful expenses related to the purchase of the debt (including interest on borrowed funds for debt purchase) and business management costs incurred and allocated (if any).

3. "Debt liability reduction" means the measure to eliminate part of the debt repayment responsibility for restructured enterprises approved by the competent authority in accordance with the law.

4. "Creditor" means organizations or individuals having receivables at restructured enterprises.

5. "Creditors participating in restructuring" means creditors of restructured enterprises who participate in the restructuring process to convert the enterprise into a joint-stock company.

Article 4. Principles of restructuring enterprises through debt trading activities

1. The reorganization plan shall be implemented on the principle of mutual agreement between the organ representing the owner of the restructured enterprise and the Asset Management Company or creditors participating in the reorganization (a record of agreement between the parties). The Asset Management Company has the right to negotiate debt purchases with creditors actively. and propose a reorganization plan for the enterprise in compliance with the law.

2. The Asset Management Company only decides to purchase debt after reaching an agreement and consensus with the organ representing the owner and obtaining results from negotiations to purchase debt with creditors of the restructured enterprise. The debt trading plan for reorganization must ensure feasibility, effective capital recovery, and sufficient difference between the debt purchase cost and the book value of the debt to handle financial matters and convert the state-owned enterprise into a joint stock company as prescribed.

3. In case the debt purchase plan for reorganization is not feasible and effective, the privatization/restructuring steering committee shall report to the organ representing the owner for consideration and decision on other conversion forms in accordance with the law.

4. In addition to the contents stipulated in this Circular, restructured enterprises, the Asset Management Company, and relevant agencies shall implement in accordance with Decree No. 126/2017/NĐ-CP and guiding circulars of the Ministry of Finance.

Chapter II

SPECIFIC PROVISIONS

Article 5. Procedure for restructuring state-owned enterprises to convert into joint-stock companies

The procedure for restructuring state-owned enterprises to convert into joint-stock companies is specifically provided in the Appendix attached to this Circular, including the following main steps:

1. Developing the Restructuring Plan

a) Implementing the plan to convert state-owned enterprises into joint-stock companies

- Establishing the State Capitalization/Restructuring Steering Committee and the Working Group.

- Preparing necessary documents and materials.

- Approving the budget for capitalization costs and deciding on the selection of advisory services for capitalization.

- Organizing an inventory, addressing financial issues, and determining the enterprise's value according to the provisions of Decree No. 126/2017/ND-CP.

- Deciding on the request for the Debt Purchase Company to participate in the restructuring.

b) Developing a restructuring plan to be submitted for approval by the agency representing the owner.

2. Organizing the implementation of the restructuring plan.

3. Completing the conversion of state-owned enterprises into joint-stock companies.

a) Organizing the first General Meeting of Shareholders and registering the company.

b) Organizing the settlement and handover between the enterprise and the joint-stock company.

Article 6. Financial Handling of Restructured Enterprises

1. Financial Handling when Determining Enterprise Value

Enterprises undergoing restructuring shall handle financial matters when determining the enterprise's value according to the provisions of Decree No. 126/2017/ND-CP and Circular No. 41/2018/TT-BTC dated May 4, 2018, issued by the Ministry of Finance guiding certain contents regarding financial handling and determining the enterprise's value when converting state-owned enterprises and wholly-owned limited liability companies invested with 100% charter capital by state-owned enterprises into joint-stock companies (hereinafter referred to as Circular No. 41/2018/TT-BTC).

2. Financial Handling According to the Restructuring Plan

a) Principles of Financial Handling:

- Financial handling for restructuring enterprises must be linked to the approved restructuring plan by the agency representing the owner.

- Ensuring transparency and compliance with legal regulations. In cases where organizations or individuals involved fail to comply with prescribed procedures during financial handling, causing capital or asset losses, such organizations or individuals will bear responsibility for compensation and accountability in accordance with the law.

b) Content of financial handling

- At the time of determining the enterprise value, based on the approved restructuring plan by the representative body:

+ The Debt Purchase Company decides to reduce the debt repayment obligation of the restructuring enterprise according to the commitment. The maximum reduction amount equals the negative equity value in the most recent audited financial report (adjusted according to current financial handling regulations) minus the reduction amounts from other creditors (if any), and not exceeding the difference between the book value of the purchased debt and the purchase cost of the debt at the time of the reduction decision.

+ Other creditors shall decide to reduce the debt repayment obligation for the restructuring enterprise according to the agreement among the parties.

- From the time of determining the enterprise value to the formal transformation into a joint-stock company, the restructuring enterprise continues to handle finances according to the regulations. Among which:

+ Any profits generated shall be distributed according to the current regulations applicable to state-owned enterprises.

+ In case of losses occurring, the restructuring enterprise must clarify the causes and responsibilities of related collectives and individuals to take corrective measures and compensate as stipulated.

- At the time of officially becoming a joint-stock company, after offsetting any compensation payments (if any), if the restructuring enterprise still has accumulated losses, the Debt Purchase Company will cooperate with participating creditors to consider and implement further debt reduction for the restructuring enterprise up to the level of accumulated losses. In this case, the Debt Purchase Company will implement debt reduction from the remaining difference (between the book value of the purchased debt and the purchase cost of the debt) after deducting the difference already processed as specified in Point b Clause 2 Article 6 of this Circular.

Article 7. Initial Public Offering of Shares

1. The restructuring enterprise shall implement the procedures, formalities, methods, and selling price for the initial public offering of shares in accordance with the provisions of Decree No. 126/2017/ND-CP and Circular No. 40/2018/TT-BTC dated May 4, 2018, issued by the Ministry of Finance on the initial public offering of shares and the management and utilization of proceeds from the shareholding reform of state-owned enterprises and joint-stock companies with 100% state capital contribution converted to joint-stock companies (hereinafter referred to as Circular No. 40/2018/TT-BTC). In particular, based on the provisions at point d Clause 1 and Clause 3, Article 42 of Decree No. 126/2017/ND-CP, the representative body of the owner decides that the selling price of shares to employees and trade unions at the restructuring enterprise must not be lower than 60% of the par value of the shares.

2. The Enterprise for Asset Management and Debts and creditors participating in the restructuring of the enterprise may convert debts into share contributions according to the principle of agreement and be approved by the representative body of the owner in the restructuring plan.

Article 8. Handling unsold shares

The restructuring enterprise has the responsibility to handle unsold shares in accordance with the provisions of Decree No. 126/2017/ND-CP and Circular No. 40/2018/TT-BTC. In which:

1. In cases where shares are not sold out to investors through the negotiated method after the public auction fails or shares offered in the public auction are not fully sold in accordance with Clause 2, Clause 3, Article 9 of Circular No. 40/2018/TT-BTC , the Steering Committee for Shareholding Reform/restructuring shall consider and decide to offer the shares to the Enterprise for Asset Management and creditors according to the principles stipulated in Clause 2, Article 7 of this Circular.

2. In cases where the Enterprise for Asset Management and creditors still do not purchase all the shares offered as stipulated in Clause 1, Article 8 of this Circular, the Steering Committee for Shareholding Reform/restructuring shall report to the representative body of the owner to adjust the scale and capital structure to convert the restructuring enterprise into a joint-stock company before organizing the first General Meeting of Shareholders.

Article 9. Policy for Surplus Labor

1. The policy for surplus labor in the restructuring enterprise shall be implemented in accordance with the current regulations of the State for state-owned enterprises when undergoing shareholding reform.

2. Source of funds:

The funds for resolving policies for surplus labor in the restructuring enterprise shall be implemented on the principle that the entire proceeds from the sale of shares, after deducting the total par value of the shares sold, shall be used to pay surplus labor. In cases where it is insufficient to pay surplus labor, the restructuring enterprise shall report to the representative body of the owner to request the Ministry of Finance to allocate funds from the Enterprise Restructuring and Development Support Fund to make up the shortfall.

Article 10. Costs of Converting the Restructuring Enterprise into a Joint-Stock Company

1. The costs of converting the restructuring enterprise into a joint-stock company shall be implemented in accordance with the provisions of Decree No. 126/2017/ND-CP and Circular No. 40/2018/TT-BTC. In particular, the source of payment for conversion costs is the entire proceeds from the sale of shares after deducting the total par value of the shares sold.

2. In cases where it is insufficient to cover the costs, the restructuring enterprise shall report to the representative body of the owner to request the Ministry of Finance to allocate funds from the Enterprise Restructuring and Development Support Fund to make up the shortfall.

Article 11. Management and use of proceeds from equitization/restructuring

The management and use of proceeds from equitization/restructuring of restructuring enterprises shall be carried out in accordance with the provisions set forth in Section 3 Chapter 2 Circular No. 40/2018/TT-BTC. In which:

1. All proceeds from selling shares, after deducting the total par value of sold shares, shall be used to resolve policies for surplus labor and transition costs of the enterprise as stipulated in Articles 9 and 10 of this Circular. Any remaining amount (if any) shall be left for the joint-stock company to manage and use.

2. After obtaining the business registration certificate to become a joint-stock company, the restructuring enterprise shall be responsible for settling all expenses for surplus labor and transition costs, and report to the Equitization/Restructuring Steering Committee for approval by the State Capital Representative Agency.

Chapter III

IMPLEMENTATION

Article 12. Responsibilities of the Equitization/Restructuring Steering Committee

The Equitization/Restructuring Steering Committee shall perform rights and responsibilities as prescribed in Decree No. 126/2017/NĐ-CP, Circular No. 40/2018/TT-BTC, and Circular No. 41/2018/TT-BTC, including:

1. Assist the State Capital Representative Agency in directing and organizing the conversion of the restructuring enterprise into a joint-stock company.

2. Propose to the State Capital Representative Agency to supplement members of the Steering Committee after reaching agreement with the Debts Trading Company and creditors on the restructuring plan. Supplementary members of the Steering Committee include representatives of the Debts Trading Company and representatives of participating creditors (if necessary).

3. Review and propose to the State Capital Representative Agency for approval of the restructuring plan as prescribed in this Circular.

4. Report to the State Capital Representative Agency for approval of transition costs, expenses for surplus labor, and proceeds from equitization/restructuring that must be remitted, and send copies to the Ministry of Finance (Enterprise Financial Department).

5. Inspect and supervise the implementation of the restructuring plan in accordance with the provisions of this Circular and related guiding documents.

Article 13. Responsibilities of the Restructuring Enterprise

1. Be responsible for providing complete and accurate documentation and information about the enterprise, creating conditions for the Debts Trading Company and creditors to study and evaluate the current status of the enterprise before developing the restructuring plan.

2. Cooperate with the Debts Trading Company and creditors to develop the restructuring plan and submit it to the State Capital Representative Agency for approval as prescribed.

3. Report to the State Capital Representative Agency to consider and agree with the Debts Trading Company to implement the steps of the restructuring process as prescribed in this Circular in cases where state-owned enterprises have not yet completed financial processing and revaluation of enterprise value but according to the most recent audited financial report, total assets are lower than liabilities.

4. Organize the implementation of the restructuring plan, manage and use proceeds from equitization/restructuring in accordance with this Circular and related guiding documents. In case losses occur due to violations or non-compliance with the provisions of this Circular, the restructuring enterprise and relevant individuals shall bear responsibility for compensation and handling liability in accordance with the law.

5. Upon completion of the restructuring process, the enterprise must settle support funds for surplus labor and transition costs, and report to the Equitization/Restructuring Steering Committee for approval by the State Capital Representative Agency.

6. Fulfill other obligations and responsibilities as prescribed in Decree No. 126/2017/NĐ-CP, Circular No. 40/2018/TT-BTC, and Circular No. 41/2018/TT-BTC.

Article 14. Responsibilities of the Debt Purchase Company

1. Negotiate with the representative body of the owner and the restructuring enterprise before deciding to purchase debts from credit institutions and other creditors.

2. Appoint staff to participate in the Steering Committee for Corporate Shareholding/Restructuring and the Working Group to implement the restructuring plan.

3. Implement financial treatment according to the approved restructuring plan by the representative body of the owner, consistent with the functions, tasks, and authority of the Company and the provisions of the law.

4. Coordinate with the enterprise during the process of organizing and implementing the restructuring plan. In case of difficulties, report to the competent authority for consideration and resolution.

5. Appoint representatives of the Company's capital contribution at the restructuring enterprise in accordance with regulations.

6. Be responsible for implementing in accordance with the provisions of this Circular and related guiding documents.

Article 15. Responsibilities of the representative body of the owner

The representative body of the owner shall perform rights and responsibilities as stipulated in Decree No. 126/2017/NĐ-CP, Circular No. 40/2018/TT-BTC, and Circular No. 41/2018/TT-BTC, including:

1. Direct the restructuring enterprise to cooperate with the Debt Purchase Company and creditors to conduct surveys and assess the current status of the enterprise before participating in restructuring.

2. Negotiate with the Debt Purchase Company and creditors regarding the restructuring plan of the enterprise through debt handling as prescribed in this Circular.

3. Approve the value of the enterprise and the restructuring plan as prescribed in this Circular and the contents agreed upon with the Debt Purchase Company and participating creditors.

4. Inspect and supervise the Steering Committee for Corporate Shareholding/Restructuring and the enterprise in the implementation of the restructuring plan.

5. Approve the final settlement of funds supporting surplus labor, conversion costs of the enterprise, and proceeds from corporate shareholding/restructuring, and send them to the Ministry of Finance (Enterprise Financial Department).

Article 16. Responsibilities of participating creditors in restructuring

1. Coordinate with the enterprise during the process of organizing and implementing the restructuring plan. Implement financial treatment for the restructuring enterprise according to commitments and the approved restructuring plan by the representative body of the owner.

2. Appoint representatives to participate in the Steering Committee for Corporate Shareholding/Restructuring and the Working Group to implement the restructuring plan (if necessary).

3. Shall appoint representatives of their capital contribution at the restructuring enterprise (if applicable) in accordance with regulations.

4. Be responsible for implementing in accordance with the provisions of this Circular and related guiding documents.

Article 17. Transitional Provisions

Restructuring enterprises that have been approved by the representative body of the owner prior to the effective date of Decree No. 126/2017/NĐ-CP shall continue to implement the approved restructuring plan. Financial treatment and management, final settlement of funds from corporate shareholding/restructuring at the time the enterprise officially becomes a joint-stock company shall be carried out in accordance with Decree No. 126/2017/NĐ-CP, Circular No. 40/2018/TT-BTC, Circular No. 41/2018/TT-BTC, and guidance provided in this Circular.

Article 18. Effective Date

1. This Circular takes effect from October 1, 2018, and replaces Circular No. 194/2013/TT-BTC dated December 17, 2013, issued by the Ministry of Finance, guiding the restructuring of state-owned enterprises with 100% state capital that do not meet the conditions for corporate shareholding as stipulated in Decree No. 59/2011/NĐ-CP dated July 18, 2011, of the Government on converting state-owned enterprises with 100% state capital into joint-stock companies.

2. During the implementation period, if there are any issues, please reflect them to the Ministry of Finance for research, consideration, and resolution./.

ANNEX

PROCEDURE FOR CONVERTING RESTRUCTURING ENTERPRISES INTO JOINT-STOCK COMPANIES

The procedure for converting restructuring enterprises into joint-stock companies includes the following steps:

Step 1. Develop the restructuring plan

a) Implement the restructuring plan, convert state-owned enterprises into joint-stock companies

- Establish the Steering Committee for Corporate Shareholding/Restructuring and the Working Group.

+ The representative body of the owner decides to establish the Steering Committee for Corporate Shareholding/Restructuring and the implementation plan and timeline.

+ The Chairperson of the Steering Committee selects and decides to establish the Working Group within five working days from the date of the establishment decision of the Steering Committee.

+ For cases stipulated in Clause 3, Article 13 of this Circular, the members of the Steering Committee and the Working Group include representatives of the Debt Purchase Company and representatives of participating creditors (if necessary).

- Preparing necessary documents and materials.

The Steering Committee for Corporate Shareholding/Restructuring directs the Working Group to coordinate with the enterprise to prepare relevant files and documents, including:

+ Legal documents for establishing the enterprise.

+ Legal documents on assets, capital sources, and debts of the enterprise.

+ Financial reports and tax settlement reports of the company up to the valuation date of the enterprise.

+ Prepare the budget for enterprise conversion costs as prescribed.

+ Develop land usage plans for the enterprise currently managed in accordance with regulations on the reorganization and disposal of houses and land.

+ Compile a list and plan for using the workforce currently managed.

+ Select methods and forms to determine the enterprise value and choose the appropriate valuation date based on the enterprise's conditions and current regulations.

- The Steering Committee directs the Working Group to coordinate with the enterprise to prepare relevant files and documents for submission to the representative body of the owner to approve the budget for enterprise conversion costs and select consulting firms for corporate shareholding/restructuring as prescribed.

- Organize inventory checks, handle financial issues, and organize the determination of enterprise value.

The enterprise coordinates with consulting organizations (if any) to carry out:

+ Inventory, classify assets, settle finances, and taxes, and coordinate with relevant agencies to handle financial issues up to the valuation date of the enterprise.

+ Submit the approved land usage plan along with all related documents to the People's Committee of the province or centrally-administered city where the enterprise is located to seek opinions on land prices as the basis for determining the enterprise value.

+ Organize the determination of enterprise value.

The Steering Committee for Shareholding Reform/Corporate Restructuring directs the Working Group to coordinate with the restructuring enterprise and the consulting organization to determine the enterprise's value in accordance with regulations. In cases where the consulting organization has valuation functions, it may be hired to select packages for developing shareholding reform plans, determining the enterprise's value, and organizing the sale of shares.

- Deciding on the request for the Debt Purchase Company to participate in the restructuring.

+ The Steering Committee reviews the results of asset inventory and classification and the determination of the enterprise's value; if the actual value of the enterprise is lower than its debts, the representative body of the owner shall issue a document requesting the Debt Purchasing Company to participate in the enterprise's restructuring.

+ Based on the review report from the Steering Committee regarding the results of asset inventory and classification and the determination of the enterprise's value, the Debt Purchasing Company shall proceed with the subsequent steps of the restructuring process outlined below.

b) Develop a restructuring plan to submit to the representative body of the owner. price framework for power generation

- Implement the development of the restructuring plan.

+ Within ten working days from the date of receiving the approval request from the representative body of the owner for the restructuring plan, the Debt Purchasing Company shall cooperate with the restructuring enterprise and its creditors to conduct surveys and assess the current status of the restructuring enterprise.

+ Based on the survey results, the Debt Purchasing Company shall proactively coordinate with the restructuring enterprise to negotiate debt purchases with creditors and propose a restructuring plan.

+ Within ten working days from the end of negotiations, the Debt Purchasing Company must issue a document agreeing (or not agreeing) to participate in the restructuring and propose basic contents to determine conditions and solutions for implementing the enterprise's restructuring, sending to the representative body of the owner. If the debt purchase plan for restructuring is not feasible and effective (the Debt Purchasing Company does not agree to participate in the restructuring), the Steering Committee for Shareholding Reform/Corporate Restructuring shall report to the representative body of the owner for consideration and decision to switch to other forms of conversion as prescribed by law.

+ Based on the agreed opinions and proposals of the Debt Purchasing Company, the representative body of the owner shall consider and approve in writing, directing the restructuring enterprise to coordinate with the Debt Purchasing Company and creditors to develop a restructuring plan or hire a consulting organization, while deciding to supplement members of the Steering Committee for Shareholding Reform/Corporate Restructuring of the enterprise and the Working Group including: representatives of the Debt Purchasing Company, representatives of other creditors (if any).

- Complete the restructuring plan for submission to the competent authority for approval.

+ The main contents of the restructuring plan include:

+ The actual situation of the enterprise at the time of determining the enterprise's value;

+ The results of determining the enterprise's value (after being surveyed and assessed by the Debt Purchasing Company and creditors) and issues that need to be continued to be addressed to ensure the enterprise meets the conditions for shareholding reform.

+ Financial handling content within the responsibility of the Debt Purchasing Company and creditors according to negotiations and commitments of all parties.

+ Registered capital according to the requirements of production and business activities of the joint-stock company.

+ Plan to convert debts into equity contributions of the Debt Purchasing Company and creditors; Plan to handle unsold shares.

+ Capital structure, initial price, and method of issuing shares in accordance with regulations.

+ Draft Articles of Operation of the joint-stock company in accordance with the provisions of the Enterprise Law and current legal documents.

+ Labor reorganization plan;

+ Production and business operation plan for the next 3-5 years.

+ Land use plan already approved by the competent authority.

- The Steering Committee for Shareholding Reform/Corporate Restructuring directs the Working Group to coordinate with the enterprise and the consulting organization (if any) to publicly disclose the restructuring plan and send it to each department within the company for study before organizing an extraordinary meeting of employees.

After the employee meeting, the Working Group and the restructuring enterprise shall coordinate with the consulting organization (if any) to finalize the restructuring plan for submission to the representative body of the owner for approval. approval.

- The Steering Committee for Shareholding Reform/Corporate Restructuring shall review the results of determining the enterprise's value (after addressing financial issues as requested by the Debt Purchasing Company and creditors), the restructuring plan, and report to the representative body of the owner for approval.

Step 2. Organize the implementation of the restructuring plan.

1. The Steering Committee for Shareholding Reform/Corporate Restructuring directs the enterprise to coordinate with relevant parties and the consulting organization to implement the restructuring plan and sell shares according to the approved plan.

2. In cases where shares are not fully sold to the intended recipients as per the approved restructuring plan, the Steering Committee for Corporate Restructuring shall report to the representative body of the owner to decide on the disposal of unsold shares in accordance with Article 8 of this Circular.

Step 3. Complete the transition of the enterprise into a joint-stock company.

1. Organize the first General Meeting of Shareholders and register the enterprise.

a) The Steering Committee for Shareholding Reform/Corporate Restructuring directs the Working Group and the restructuring enterprise to organize the first General Meeting of Shareholders to approve the Articles of Operation, business plan, elect the Board of Directors, Supervisory Board, and management structure of the joint-stock company.

b) Based on the results of the first General Meeting of Shareholders, the Board of Directors of the joint-stock company shall register the enterprise in accordance with regulations.

2. Organize settlement and handover between the enterprise and the joint-stock company.

a) Within ninety days from the date of obtaining the first Business Registration Certificate, the Steering Committee for Shareholding Reform/Corporate Restructuring directs the Working Group and the enterprise to prepare the financial statements at the time the joint-stock company receives its business registration certificate, complete tax settlements, audit financial statements, settle conversion costs, and report to the representative body of the owner.

b) Based on the reassessed value of the enterprise's capital at the time of registration, the Steering Committee for Shareholding Reform/Corporate Restructuring directs the Working Group and the enterprise to organize the handover between the enterprise and the joint-stock company.

c) Organize the launch of the joint-stock company and announce it through mass media in accordance with regulations.

During the implementation process, the agency representing the owner, the Steering Committee for Corporate Shareholding/Restructuring, the Working Group, and the enterprise may simultaneously carry out multiple steps to accelerate the restructuring progress of the enterprise./.