Decision 22/2021/QD-TTg State-owned enterprises, enterprises with State capitals in 2021 - 2025

DECISION

On criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period^[1]

Pursuant to the June 19, 2015 Law on Organization of the Government;

Pursuant to the June 17, 2020 Law on Enterprises;

Pursuant to the November 26, 2014 Law on Management and Use of State Capital Invested in Production and Business at Enterprises;

At the proposal of the Minister of Planning and Investment,

The Prime Minister promulgates the Decision on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period.

Article 1. Scope of regulation

This Decision specifies criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period (below referred to as classification criteria) for use as a basis for review of the Plan on maintenance of single-member limited liability companies, ownership transformation (equitization, sale of the whole enterprises, or transformation of enterprises into limited liability companies with two or more members), reorganization (consolidation, merger, division, splitting, dissolution or bankruptcy), and state capital withdrawal for wholly state-owned enterprises and partially state-owned enterprises in the 2021-2025 period (below referred to as the Plan on enterprise reorganization in the 2021-2025 period).

Agro-forestry companies; national defense and security enterprises; the State Capital Investment Corporation, Vietnam Debt Trading Company, Vietnam Exchange, and Vietnam Securities Depository and Clearing Corporation shall be reorganized under other regulations of the Government and Prime Minister.

Article 2. Subjects of application

1. The owner-representing agencies, including ministries, ministerial-level agencies, government-attached agencies, People’s Committees of provinces and centrally run cities (below referred to as provincial-level People’s Committees), and organizations established in accordance with law.

2. State enterprises specified in Article 88 of Law No. 59/2020/QH14 on Enterprises, including:

a/ Parent companies of state economic groups, parent companies of state corporations, and parent companies in parent company-subsidiary groups being single-member limited liability companies in which the State holds 100% of charter capital (below referred to as parent companies);

b/ Independent single-member limited liability companies in which the State holds 100% of charter capital;

c/ Enterprises in which the State holds more than 50% of charter capital or total voting shares, except those specified at Points a and b of this Clause.

3. Persons representing state capital amounts invested in joint-stock companies or limited liability companies with two or more members (below referred to as persons representing state capital amounts).

4. Single-member limited liability companies in which state enterprises hold 100% of charter capital; and persons representing contributed capital amounts of state enterprises in joint-stock companies or limited liability companies with two or more members in which state enterprises contribute capital to or purchase their shares.

5. Other agencies, organizations and individuals involved in classification, ownership transformation, reorganization or state capital withdrawal.

Article 3. Classification criteria

1. Sector- or field-based classification criteria for wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal are issued together with this Decision.

2. For enterprises not operating in the sectors and fields subject to the classification criteria specified in Clause 1 of this Article, one of the following criteria may be used for ownership transformation, reorganization or state capital withdrawal:

a/ Enterprises engaged in cement production accounting for at least 30% of the total market share, including extraction of raw material mines in areas of key importance to national defense and security;

b/ Enterprises engaged in planting and processing of rubber or coffee in strategic areas, mountainous areas, deep-lying areas, and remote areas related to national defense and security;

c/ Enterprises engaged in production and provision of public-utility products and services with the ratio of revenue from public-utility activities accounting for at least 50% of the total revenue for 3 consecutive years preceding the date of consideration of transformation;

d/ Enterprises having cultural, historical or architectural values; playing an important role in national defense and security; or performing political tasks or socio-economic development tasks of sectors and localities in each period.

Article 4. Responsibilities of the owner-representing agencies

1. Within 30 days from the effective date of this Decision, the owner-representing agencies shall review, formulate, and submit to the Ministry of Planning and Investment for summarization, the Plan on enterprise reorganization in the 2021-2025 period under Clause 1, Article 6 of this Decision, which must state the following contents:

a/ For wholly state-owned enterprises and partially state-owned enterprises satisfying the classification criteria specified in Clause 1, Article 3 of this Decision, they may be maintained as single-member limited liability companies; equitized; transformed into limited liability companies with two or more members; or have state capital withdrawn.

b/ For wholly state-owned enterprises and partially state-owned enterprises satisfying the classification criteria specified in Clause 2, Article 3 of this Decision, it is proposed to carry out ownership transformation, reorganization, or state capital withdrawal and adjust the rate of the State’s contributed capital in such enterprises as suitable to their actual situation.

c/ For wholly state-owned enterprises and partially state-owned enterprises failing to satisfy the classification criteria specified in Article 3 of this Decision, to carry out ownership transformation, reorganization or state capital withdrawal on the principle that the State holds no shares or contributed capital amounts in such enterprises.

2. The owner-representing agencies shall direct Members’ Councils and persons representing state capital amounts in parent companies in parent company-subsidiary groups to reorganize enterprises with contributed capital amounts of parent companies in accordance with Article 5 of this Decision.

3. The owner-representing agencies shall organize the implementation of the Plan on enterprise reorganization in the 2021-2025 period approved by the Prime Minister; and report cases in which it is impossible to apply this Decision to the Prime Minister for him/her to consider and issue particular documents.

Article 5. Responsibilities of Members’ Councils, presidents of parent companies and persons representing state capital amounts in parent companies in parent company-subsidiary groups

1. Members’ Councils and presidents of companies in which the State holds 100% of charter capital shall formulate schemes on reorganization of state enterprises, which must have the content on reorganization of enterprises with contributed capital amounts of parent companies, and submit them to competent authorities for approval in accordance with the following regulations:

a/ Parent companies shall hold the rate of capital equal to the rate of state capital in the sectors and fields specified in the classification criteria for enterprises with contributed capital amounts of parent companies and operating in such sectors and fields.

b/ Parent companies shall decide to hold over 50% of charter capital of  enterprises with contributed capital amounts of parent companies and not operating in the sectors and fields specified in the classification criteria on one of the following principles:

- Such enterprises do business in sectors or fields that are or directly serve the main business sectors or fields of parent companies.

- Such enterprises do business effectively and play an important role in or have the scale necessary for the development of enterprises in parent company-subsidiary groups.

2. Persons representing state capital amounts in joint-stock companies or limited liability companies with two or more members shall report to and consult the owner-representing agencies about plans on reorganization of enterprises with contributed capital amounts of parent companies on the principles specified at Point a or b, Clause 1 of this Article.

Article 6. Responsibility of the Ministry of Planning and Investment

1. To summarize, give opinions on, and submit in the third quarter of 2021 to the Prime Minister, the Plan on enterprise reorganization in the 2021-2025 period for consideration and approval at the request of the owner-representing agencies and on the basis of the opinions of the Ministry of Finance, Ministry of Home Affairs, Ministry of Labor, Invalids and Social Affairs, Ministry of Justice, and related line ministries.

2. To review, and propose the Prime Minister to modify or supplement, the classification criteria in conformity with each period of socio-economic development.

3. To monitor, guide and urge ministries, sectors, localities, economic groups and corporations in implementing this Decision.

Article 7. Transitional provisions

1. Wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation or state capital withdrawal before the effective date of this Decision shall comply with the following regulations:

a/ For enterprises whose plans on ownership transformation or state capital withdrawal have not yet been approved by competent authorities, the owner-representing agencies shall proactively adjust the rate of shares held by the State upon formulation of plans on ownership transformation or state capital withdrawal in accordance with the classification criteria specified in this Decision, and report them to the Ministry of Planning and Investment and Ministry of Finance for monitoring and summarization.

b/ For enterprises whose plans on ownership transformation or state capital withdrawal have been approved by competent authorities, they shall continue implementing such plans. If not implementing the approved plans, the enterprises shall report such to competent authorities for consideration and adjustment as suitable to reality.

2. For enterprises that have completed ownership transformation or state capital withdrawal under the Prime Minister’s Decision No. 58/2016/QD-TTg of December 28, 2016, the rate of state capital in such enterprises will not be increased so as to ensure conformity with the classification criteria issued together with this Decision, except cases approved by the Prime Minister or unless otherwise prescribed by relevant specialized laws.

Article 8. Effect and organization of implementation

1. This Decision takes effect on August 19, 2021, and replaces the Prime Minister’s Decision No. 58/2016/QD-TTg of December 28, 2016, on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises, and the List of wholly state-owned enterprises subject to reorganization in the 2016-2020 period.

The Prime Minister’s Decision No. 26/2019/QD-TTg of August 15, 2019, approving the List of enterprises subject to equitization by the end of 2020, and the Prime Minister’s Decision No. 908/QD-TTg of June 29, 2020, approving the List of partially state-owned enterprises subject to state capital withdrawal by the end of 2020, remain valid for implementation until the Prime Minister promulgates the Plan on enterprise reorganization in the 2021-2025 period.

2. Within the ambit of their functions and assigned tasks, ministries shall proactively amend, or propose competent agencies to amend, relevant regulations in order to resolve the difficulties and problems arising in the course of implementation of this Decision.

3. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees, state enterprises, and persons representing state capital amounts shall implement this Decision.-

For the Prime Minister
Deputy Prime Minister
LE MINH KHAI

Appendix

SECTOR- OR FIELD-BASED CLASSIFICATION CRITERIA FOR WHOLLY STATE-OWNED ENTERPRISES AND PARTIALLY STATE-OWNED ENTERPRISES SUBJECT TO OWNERSHIP TRANSFORMATION, REORGANIZATION OR STATE CAPITAL WITHDRAWAL 

(To the Prime Minister’s Decision No. 22/2021/QD-TTg of July 2, 2021)

I. ENTERPRISES IN WHICH THE STATE HOLDS 100% OF CHARTER CAPITAL OPERATING IN THE FOLLOWING SECTORS AND FIELDS:

1. Survey and mapping serving national defense and security.

2. Production and trading of industrial explosives and provision of blasting services within the whole territory of the Socialist Republic of Vietnam.

3. National power transmission and load dispatch, management of the power distribution grid, construction and operation of large hydropower plants of particular importance in socio-economic affairs and national defense and security in accordance with the law on electricity.

4. Management and operation of national railway and urban railway infrastructure systems invested by the State; control of transport on national railways and urban railways invested by the State.

5. Air traffic services, aeronautical information services, and search and rescue services.

6. Maritime safety assurance (excluding dredging and maintenance of public navigation channels).

7. Provision of public postal services and maintenance and management of public postal networks.

8. Lottery business.

9. Publishing (excluding printing and distribution of publications); production of scientific films and news bulletins serving tasks of communication and external information and ideological and cultural security.

10. Banknote printing and coin minting, production of gold bars and golden souvenirs.

11. Management and operation of inter-provincial and inter-district hydraulic structures and agricultural irrigation works.

12.  Credit policies for socio-economic development, deposit insurance, and trading and handling of non-performing loans associated with restructuring of the system of credit institutions.

13. Application of high technologies and large investment, creating a driving force for rapid development of other sectors and fields and the economy; petroleum exploration, mine development, and oil and gas exploitation.

II. ENTERPRISES SUBJECT TO OWNERSHIP TRANSFORMATION OR STATE CAPITAL WITHDRAWAL IN WHICH THE STATE HOLDS AT LEAST 65% OF CHARTER CAPITAL OPERATING IN THE FOLLOWING SECTORS AND FIELDS:

1. Management and operation of airports and aerodromes; commercial operation of airfields.

2. Communication, navigation and surveillance services, aeronautical meteorology services.

3. Management and operation of port terminals at special seaports in accordance with regulations on classification of Vietnamese seaports.

4. Large-scale mineral mining under current regulations on classification of mineral mines by size.

5. Production of cartoons for children as ordered or financed by the State.

6. Finance-banking (excluding insurance, securities, fund management companies, finance companies, and financial leasing companies).

7. Food wholesale, playing the role to ensure major balances of the economy, stabilizing the market and performing political tasks.

III. ENTERPRISES SUBJECT TO OWNERSHIP TRANSFORMATION OR STATE CAPITAL WITHDRAWAL IN WHICH THE STATE HOLDS BETWEEN OVER 50% AND UNDER 65% OF CHAPTER CAPITAL OPERATING IN THE FOLLOWING SECTORS AND FIELDS:

1. Extraction, production and supply of clean water, and water drainage in urban and rural areas.

2. Production of base chemicals.

3. Air carriage.

4. Enterprises acting as focal-point petrol and oil importers that have at least 30% of the total market share, playing the role to ensure major balances of the economy and stabilizing the market.

5. Production of cigarettes.

6. Provision of telecommunications services accompanied with network infrastructure, that are of special importance to operation of the whole national telecommunications infrastructure and directly affect socio-economic development and national defense and security maintenance in accordance as prescribed in the Prime Minister’s Decision.

7. Enterprises that ensure essential needs for production development and improvement of material and spiritual lives of ethnic minority people in mountainous, deep-lying and remote areas.-