Decree 57/2026/ND-CP restructuring state capital in enterprises

DECREE

On restructuring state capital in enterprises

Pursuant to Law No. 63/2025/QH15 on Organization of the Government;

Pursuant to Law No. 59/2020/QH14 on Enterprises, amended and supplemented under Law No. 03/2022/QH15 Amending and Supplementing a Number of Articles of the Law on Public Investment, Law on Investment in the Form of Public-Private Partnership, Law on Investment, Housing Law, Bidding Law, Electricity Law, Law on Enterprises, Law on Excise Tax, and Law on Enforcement of Civil Judgments; Law No. 76/2025/QH15 Amending and Supplementing a Number of Articles of the Law on Enterprises;

Pursuant to Law No. 68/2025/QH15 on Management and Investment of State Capital in Enterprises;

Pursuant to Law No. 89/2025/QH15 on the State Budget;

Pursuant to Law No. 15/2017/QH14 on Management and Use of Public Properties, amended and supplemented under Law No. 64/2020/QH14, Law No. 07/2022/QH15, Law No. 24/2023/QH15, Law No. 31/2024/QH15 and Law No. 43/2024/QH15;

Pursuant to Law No. 38/2019/QH14 on Tax Administration, amended and supplemented under Law No. 56/2024/QH15;

Pursuant to Law No. 54/2019/QH14 on Securities;

Pursuant to Law No. 56/2024/QH15 Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Properties, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Handling of Administrative Violations;

Pursuant to the Land Law No. 31/2024/QH15;

Pursuant to the Bidding Law No. 22/2023/QH15, amended and supplemented under Law No. 57/2024/QH15;

Pursuant to Law No. 90/2025/QH15 Amending and Supplementing a Number of Articles of the Bidding Law, the Law on Investment in the Form of Public-Private Partnership, the Customs Law, the Law on Value-Added Tax, the Law on Import Duty and Export Duty, the Law on Investment, the Law on Public Investment, and the Law on Management and Use of Public Properties;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree on restructuring state capital in enterprises.

Chapter I
GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree prescribes in detail the restructuring of state capital in enterprises as prescribed in Clause 1, Article 29, Clauses 2, 3, 4 and Clause 5, Article 30, Clause 6, Article 31, Point c, Clause 1 and Clause 2, Article 32, Point c, Clause 1, Clauses 2 and 3, Article 33, Point d, Clause 1, Article 34 of the Law on Management and Investment of State Capital in Enterprises.

Article 2. Subjects of application

1. Owner-representing agencies, direct owner’s representatives.

2. State-owned enterprises as prescribed in the Law on Enterprises and its amendments, supplements or replacements (if any), credit institutions with more than 50% of charter capital held by the State as prescribed by the law regulations on credit institutions, excluding the Policy Bank.

3. Representatives of state capital invested in joint-stock companies and limited liability companies with two or more members.

4. Other authorities, organizations and individuals involved in the restructuring of state capital in enterprises.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. “Equitization” means the reorganization of an enterprise by converting it from a single-member limited liability company in which the State holds 100% of its charter capital into a joint-stock company.

2. “Date of equitization decision” means the date a competent authority issues a decision to equitize an enterprise.

3. “Date of valuation of an equitized enterprise” is selected by the owner-representing agency, suitable to the enterprise valuation method. In case where an enterprise is valuated using the asset method, the date of its valuation is the closing date of account books for making a financial statement of the quarter or year nearest after the date of equitization decision.

4. “Date of announcement of the enterprise value” means the date the owner-representing agency issues a decision to announce the value of an equitized enterprise.

5. “Date of conversion from an equitized enterprise into a joint-stock company” means the date an equitized enterprise is granted the enterprise registration certificate, or the enterprise establishment license in accordance with the law on credit institutions (hereinafter collectively referred to as the enterprise registration certificate) for the first time to operate as a joint-stock company.

6. “Auction of shares" means a method of offering shares of an equitized enterprise to the public, where participants compete based on price.

7. “Share auction organization” means a Stock Exchange, a securities company, or a property auction service center or enterprise as prescribed by the law regulations on property auction under a decision of an owner-representing agency.

8. “Reserve price” means the initial price of a share offered to the public for equitization, which is decided by an owner-representing agency but must not be lower than the share par value (VND 10,000). The reserve price shall be set by an enterprise valuation consultancy to ensure that the actual value of the state capital contribution in the enterprise, which has been revaluated and announced by a competent authority, and of the enterprise’s future potential is properly determined.

9. “Level-I enterprise” means a single-member limited liability company in which the State holds 100% of its charter capital.

10. “Level-II enterprise” means a single-member limited liability company whose charter capital is wholly owned by a state-owned enterprise.

Article 4. Application of law regulations

1. In case where the law regulations on credit institutions and this Decree prescribe the same, the former shall apply to the restructuring of state capital in credit institutions.

2. In case where the Government decides to restructure state capital in an enterprise for national security and defense purposes or to meet socio-economic development objectives from time to time under a separate plan, the plan decided by the Government shall prevail.

3. Political organizations, the Vietnam Fatherland Front and its member organizations may apply the provisions in the Law on Management and Investment of State Capital in Enterprises and this Decree in formulating and promulgating regulations on competence, sequence and procedures to restructure their capital in enterprises they own in accordance with the law regulations, and to supervise and inspect the implementation of such regulations, ensuring the suitability with practical conditions, openness, transparency, and efficiency, and preventing loss and wastefulness.

4. Enterprises operating in industries and fields with specific mechanisms of operation and financial management must, in addition to complying with this Decree, comply with the separate regulations of the Government on such specificities. In case where there is a difference with this Decree, the separate regulations of the Government on such specificities shall prevail.

Chapter II

EQUITIZATION OF ENTERPRISES

Section 1

General provisions

Article 5. Equitization of enterprises

1. The equitization of an enterprise in which the State holds 100% of its charter capital must be associated with the goal of enhancing business efficiency and the production, business and competitiveness capacity of the enterprise.

2. An equitized enterprise is a level-I enterprise converted into a joint-stock company, including:

a) The parent company of an economic group, the parent company of a state-owned corporation;

b) The parent company in a parent company - subsidiary conglomerate;

c) An independent single-member limited liability company in which the State holds 100% of its charter capital.

Article 6. Equitization conditions

1. An enterprise prescribed in Article 5 of this Decree shall be equitized when the following conditions are met:

a) It is not the one in which the State must hold 100% of the charter capital;

b) After its financial issues are addressed and its enterprise value is determined in accordance with Section 2 and Section 3, Chapter II of this Decree, the actual value of the enterprise is equal to or greater than its payables.

2. In case where the actual value of an enterprise, after its financial issues are addressed and it is revaluated in accordance with Section 2 and Section 3, Chapter II of this Decree, is lower than its payables, the owner-representing agency shall direct the enterprise to continue coordinating with the Vietnam Debt and Asset Trading Corporation and its creditors in formulating a plan on debt trading and settlement for enterprise restructuring so that the enterprise meets the equitization conditions. In case where the plan on debt trading and settlement for enterprise restructuring is infeasible, other methods of conversion as prescribed by the law regulations shall be applied.

Article 7. Forms of equitization

1. Keeping unchanged existing state capital in an enterprise, and issuing additional shares to increase its charter capital.

2. Selling part of existing state capital in an enterprise, or selling part of existing state capital in an enterprise in combination with issuing additional shares to increase its charter capital.

3. Selling the whole existing state capital in an enterprise, or selling the whole existing state capital in an enterprise in combination with issuing additional shares to increase its charter capital.

Article 8. Share purchasers and conditions for share purchase

1. Domestic investors have the right to purchase shares of equitized enterprises in unlimited quantities, unless otherwise prescribed in Clause 4 of this Article.

2. Foreign investors have the right to purchase shares of equitized enterprises in accordance with this Decree and relevant legal documents.

Foreign investors wishing to purchase shares must open accounts at credit institutions as prescribed by the Vietnamese law regulations on foreign exchange.

Foreign investors may place deposits or margins in foreign currencies via bank transfer when participating in auctions to purchase shares or capital portions of enterprises in which the State holds 100% of their charter capital as prescribed by the Vietnamese law regulations on foreign exchange and the guidance of the State Bank of Vietnam.

3. Strategic investors:

a) Strategic investors are domestic investors and foreign investors that:

a1) Have legal status as prescribed by the law regulations;

a2) Have financial capacity (provided that the production and business operations in the 02 consecutive years immediately preceding the time of registration for share purchase are profitable, without accumulated losses); have governance capacity, technological expertise, and having operated for at least 03 years in the sector or field of the equitized enterprise;

a3) Meet other criteria decided by the owner-representing agency suitable to the strategy and orientation of production and business operations of the enterprise after equitization;

a4) Having a written commitment made by a competent person upon registration to become a strategic investor of an equitized enterprise regarding the following:

Continuing to maintain the core business line and brand of the equitized enterprise for at least 03 years since he/she/it officially becomes a strategic investor.

Refraining from transferring the volume of purchased shares within 03 years from the date the joint-stock company is granted the joint-stock company registration certificate for the first time in accordance with the Law on Enterprises.

Having a plan to support the enterprise after equitization regarding new technology transfer; human resource training; financial capacity improvement; corporate governance; raw material supply; and product market development.

Obligations for compensation in case where the signed commitments are violated, with the compensation rate based on actual damage, and the State's right of disposition over the entire volume of shares purchased by the strategic investor in case where the signed commitments are violated;

b) The initial offering of shares to strategic investors only applies to enterprises on the list of those in which the State continues to hold more than 50% of total shares upon equitization under decisions of the competent authorities;

c) Based on the size of charter capital, characteristics of business lines, and requirements for development and expansion of the enterprise, the Steering Committee for equitization (hereinafter referred to as the Steering Committee) shall report to the competent authority approving the equitization plan to consider and decide whether or not to initially offer shares to strategic investors. In case where shares are initially offered to strategic investors, the competent authority approving the equitization plan shall determine the selection criteria for such strategic investors and the specific shareholding ratio allocated to them within the enterprise's equitization plan.

The selection of strategic investors in an equitized enterprise shall follow the specific steps prescribed in Appendix I attached to this Decree, ensuring that the strategic investors are selected and they all subscribe for shares prior to the initial public offering (IPO) information disclosure date;

d) In case where only 01 strategic investor meets the selection criteria and subscribes for a volume of shares less than or equal to the volume designated for strategic investors in the approved equitization plan, the Steering Committee shall report to the owner-representing agency to decide on the offering of shares via direct negotiation. The offering price shall not be lower than the average winning price resulting from the public auction. In case where shares are offered to other investors as prescribed in Clause 4, Article 38 of this Decree, the negotiated price for the strategic investor must not be lower than the price agreed upon with such other investors.

For the residual shares (the difference between the shares designated for strategic investors in the approved equitization plan and the actual volume subscribed by the strategic investor), the Steering Committee shall report to the owner-representing agency to adjust the equitization plan, reallocating these shares to the volume to be offered via public auction;

dd) In case where 02 or more strategic investors meet the selection criteria and subscribe for a total volume of shares greater than the volume designated for strategic investors in the approved equitization plan, the Steering Committee shall report to the owner-representing agency to decide on the organization of an auction among the strategic investors on the Stock Exchange.

The auction among strategic investors shall be organized after the public auction, with the reserve price being the average winning price resulting from the public auction (In case where shares are offered to other investors as prescribed in Clause 4, Article 38 of this Decree, the reserve price for the auction among strategic investors shall be the price agreed upon with such other investors) and on the principle that the investors shall be selected in descending order of their bids until the designated volume of shares is fully subscribed;

e) In case where 02 or more strategic investors meet the selection criteria and subscribe for a total volume of shares less than or equal to the volume designated for strategic investors in the approved equitization plan, the Steering Committee shall negotiate on the volume and offering price of shares for each strategic investor and report to the owner-representing agency for approval. The volume of shares sold to each strategic investor shall be the actual volume subscribed by such strategic investor, with the offering price not lower than the average winning price resulting from the public auction (In case where shares are offered to other investors as prescribed in Clause 4, Article 38 of this Decree, the negotiated price for the strategic investor shall not be lower than the price agreed upon with such other investors).

For the residual shares (the difference between the shares designated for strategic investors in the approved equitization plan and the total volume subscribed by the strategic investors), the Steering Committee shall report to the owner-representing agency to decide on the adjustment of the equitization plan, reallocating these shares to the volume to be offered via public auction;

g) In case where the strategic investor fails to properly implement their commitments, or violates share transfer regulations, he/she/it must compensate for all losses incurred under the signed commitment contract and the applicable law regulations;

h) A strategic investor must place a deposit, escrow in cash or have a guarantee from a credit institution or foreign bank branch as prescribed by the law regulations equal to 20% of the value of shares registered to be purchased at the reserve price decided by the competent authority in the approved equitization plan.

In case where he/she/it renounces the right to purchase, the strategic investor shall not receive his/her/its deposit back or shall be fined an amount equivalent to the deposit value in case of escrow or guarantee;

i) The offering of shares to strategic investors must be completed prior to the holding of the first General Meeting of Shareholders to convert the enterprise into a joint-stock company.

For the residual shares (the difference between the volume of shares actually sold to strategic investors and the total volume of shares designated for subscription by strategic investors in the approved equitization plan), the Steering Committee shall report to the owner-representing agency to decide on the adjustment of the charter capital and its structure prior to the holding of the first General Meeting of Shareholders.

4. Organizations and individuals not allowed to purchase shares in the initial public offering of the equitized enterprise include:

a) Members of the Steering Committee and the assisting team for enterprise equitization (excluding members who are representatives of the enterprise);

b) Intermediary financial institutions and individuals within such institutions involved in providing equitization consultancy, financial statement audits, and the auditing agency involved in the enterprise valuation;

c) Subsidiaries and associates within the same economic group, state-owned corporation, or parent company - subsidiary conglomerate;

d) The share auction organization and individuals within such organization involved in the auction;

dd) Persons as prescribed in Clause 23, Article 4 of the Law on Enterprises related to the organizations and individuals prescribed at Point a, Point b, and Point d of this Clause.

Article 9. Currency used in share payment and methods of initial offering of shares

1. Domestic and foreign investors shall purchase shares of the enterprise in Vietnam dong.

2. The initial offering of shares is implemented by public auction and direct negotiation methods.

3. Depending on the purchasers and conditions for initial share purchase, the owner-representing agency shall opt for the appropriate offering method prescribed in Clause 2 of this Article.

Article 10. Equitization expenses

1. The estimation and account-finalization of equitization expenses shall be decided and approved by the owner-representing agency. The Chief Executive Officer (or Director) of the equitized enterprise shall decide on specific expenditure limits based on the items approved by the owner-representing agency and take legal accountability for their decisions. All equitization expenses must be supported by valid and reasonable documents, and thrift must be practiced in accordance with applicable law regulations.

2. Equitization expenses include:

a) Direct expenses incurred at the enterprise:

a1) Expenses for professional training on enterprise equitization;

a2) Expenses for inventory taking and asset valuation;

a3) Expenses for formulating the equitization plan and drafting the Charter;

a4) Expenses for holding the all-hands meeting to disseminate the equitization;

a5) Expenses for communication activities and information disclosure regarding the enterprise;

a6) Expenses for auditing financial statements for the period ended the date of enterprise valuation in case where the valuation date does not coincide with the end of the fiscal year; for auditing financial statements for the period ended the date of official conversion of the enterprise into a joint-stock company;

a7) Expenses for offering of shares;

a8) Expenses for holding the first General Meeting of Shareholders.

b) Fees for hiring auditing organizations and equitization consultancies (consultancies for corporate valuation, for determining the reserve price, for formulating the equitization plan, for the offering of shares, and for preparing the equitization account-finalization dossier). Such expenses shall be paid to the consultancies in accordance with the contracts signed between relevant parties;

c) Remuneration for the Steering Committee and the assisting team:

c1) The monthly remuneration for each member of the Steering Committee and the assisting team shall not exceed twice the reference rate for cadres, civil servants, public employees, and the armed forces as issued by the Government from time to time.

c2) The duration for remuneration payment to each member of the Steering Committee and the assisting team shall be based on actual time served but shall not exceed 24 months from the date of the establishment of the Steering Committee and the assisting team.

d) Other expenses related to the enterprise equitization.

3. Expenses for hiring an audit of financial statements for the period ended the date of enterprise valuation, in case where the enterprise valuation date coincides with the end of the fiscal year, shall not be identified as equitization expenses. The equitized enterprise shall account such expenses as business production expenses in the period as prescribed by the regulations.

4. Equitization expenses shall be funded from the sources prescribed in Article 40 of this Decree.

5. In case where the enterprise must re-conduct the enterprise valuation, or temporarily suspends or terminates the equitization process under a decision of the competent authority, the owner-representing agency shall consider and decide on the handling of equitization expenses (provided that there are sufficient valid and reasonable supporting documents). Such expenses shall be accounted as the enterprise’s expenses and shall be deductible when determining taxable income for corporate income tax.

In case where an enterprise terminates the equitization process under a decision of the competent authority and concurrently ceases its business production activities for reorganization otherwise, the equitization expenses shall be handled in accordance with the reorganization plan as prescribed by regulations.

Article 11. Shares, share certificates

1. Charter capital is divided into equal portions called shares. The par value of 1 share is ten thousand Vietnam dong (VND 10,000).

2. A share certificate means a certificate issued by a joint-stock company, a book-entry, or electronic data certifying the ownership of one or several shares by a shareholder in such company. A share certificate must contain the primary information as prescribed in Clause 1, Article 121 of the Law on Enterprises.

Article 12. Principles of takeover of rights and obligations by joint-stock companies converted from state-owned enterprises

1. The equitized enterprise shall arrange and maximally utilize the workforce as of the date of the equitization decision and providing benefits for employees who quit or lose their jobs in accordance with applicable regulations.

The joint-stock company has the obligation to take over all responsibilities toward the employees transferred from the equitized enterprise; has the right to recruit, arrange and use employees, and coordinate with relevant authorities to resolve benefits for employees in accordance with the law regulations.

2. The equitized enterprise shall coordinate with relevant authorities to inspect and address financial issues to determine the value of the state capital portion as of the date it is officially converted into a joint-stock company.

3. The joint-stock company may use all assets and capital sources handed over to it to organize production and business operations; take over all legitimate rights and interests, and be responsible for debts, including tax arrears, employment contracts, and other obligations of the equitized enterprise.

4. Surplus or deficit assets compared to the value of the equitized enterprise decided and announced by the owner-representing agency shall be handled as follows:

a) For enterprises that still have state capital after equitization:

a1) For surplus assets:

In case where the enterprise has not conducted account-finalization as of the date it is officially converted into a joint-stock company, the assets shall be added as an increase in the state capital in the joint-stock company (if the joint-stock company needs to use them and this is approved under a Resolution by the General Meeting of Shareholders) or handed over to the Vietnam Debt and Asset Trading Corporation (if the joint-stock company does not need to use them).

In case where the enterprise has conducted account-finalization as of the date it is officially converted into a joint-stock company, the assets shall be handed over to the Vietnam Debt and Asset Trading Corporation.

a2) Deficit assets, after deducting compensations from organizations and individuals (if any), shall be handled as follows:

In case where the enterprise has not conducted account-finalization as of the date it is officially converted into a joint-stock company, the assets shall be accounted into production and business expenses from the date of enterprise valuation to the date it is officially converted into a joint-stock company.

In case where the enterprise has conducted account-finalization as of the date it is officially converted into a joint-stock company, the assets shall be added as a decrease in state capital in the joint-stock company (if this is approved under a Resolution by the General Meeting of Shareholders) or accounted into production and business expenses of the joint-stock company (if this is disapproved under a Resolution by the General Meeting of Shareholders).

b) For enterprises that no longer have state capital after equitization:

b1) Surplus assets shall be handed over to the Vietnam Debt and Asset Trading Corporation.

b2) Deficit assets, after deducting compensations from organizations and individuals (if any), shall be accounted into production and business expenses of the joint-stock company.

Article 13. Disclosure and transparency of information and listing on the securities market

1. The equitized enterprise must publicly disclose on the Government's electronic information portal, and concurrently send to the Ministry of Finance and the Steering Committee for Enterprise Renewal and Development for monitoring: The roadmap and progress of equitization implementation, information about the enterprise, issues regarding financial settlement during the equitization process, valuation methods and the results of enterprise valuation, the equitization plan, as well as the status and results of the implementation of the equitization plan, the status of land management and use (including the Statistical Table of current land use as prescribed in Clause 5, Article 32 of this Decree, and land areas under dispute that require further resolution - if any), terms of commitment on the non-refundable transfer of assets for the cases prescribed in Clause 3, Article 20 of this Decree, the plan on labor arrangement and share purchase by employees, the draft charter of the enterprise in strict accordance with the provisions of the Law on Enterprises.

2. Within a maximum period of 90 days from the date it is officially converted into a joint-stock company, in case where the equitized enterprise meets the conditions of a public company, it must submit a dossier to register as a public company. The registration for trading on the UPCOM trading system and registration for listing shall be carried out in accordance with the law on securities.

Article 14. Equitization consulting

1. The equitized enterprise may hire consultancies to valuate the enterprise, determine the reserve price, formulate the equitization plan, conduct the initial offering of shares, and compile the equitization account-finalization dossier. The owner-representing agency shall decide the selection of consultancies, in which it can decentralize or authorize the Steering Committee to perform all or some responsibilities of the project owner or the bid solicitor in accordance with the law on bidding in hiring consultancies (excluding the responsibility of approving contractor selection results).

2. The owner-representing agency or Members' Council/President shall, within their competence, decide on and be responsible for selecting an enterprise valuation consultancy that meets all the criteria prescribed in Clause 4 and Clause 5 of this Article to determine the enterprise value. The selection of the consultancy shall be carried out in accordance with the law on bidding.

3. The enterprise valuation consultancy may choose appropriate enterprise valuation methods to determine the enterprise value on the principles prescribed in this Decree and in accordance with the law on land, pricing and price appraisal. It must be completed on schedule as committed in the signed contract. The equitized enterprise shall fully and truthfully provide information related to the enterprise to the enterprise valuation consultancy for use in the valuation process.

4. Domestic consultancies providing enterprise valuation consultancy services must meet all the following criteria:

a) Being audit firms, securities companies, or price appraisal enterprises established and operating in Vietnam in accordance with the law regulations and granted a Certificate of eligibility for price appraisal service business by the Ministry of Finance in accordance with the law on pricing and price appraisal;

b) Having at least 05 years of experience (60 months of continuous operation up to the time of submitting the dossier registering to provide enterprise valuation consultancy services) in one of the following fields: price appraisal, auditing, accounting, financial consultancy, enterprise ownership conversion consultancy;

c) Not being subject to dissolution, bankruptcy, reorganization, or special control by competent State authorities;

d) Meeting the criteria for the quantity and quality of staff working in the fields and lines of business in which the organization operates;

dd) Not having violated the law regulations in their business fields or lines resulting in administrative sanctions or heavier penalties in the 05 consecutive years prior to the year of registration for implementation;

e) Having an enterprise valuation professional process consistent with applicable law regulations on converting state-owned enterprises into joint-stock companies and price appraisal standards.

5. Foreign consultancies are allowed to provide enterprise valuation consultancy services when they meet all the following criteria:

a) Being an organization operating in the fields of price appraisal, auditing, accounting, financial consultancy, or enterprise ownership conversion consultancy under the law in the country where the head office is located;

b) Having reputation, capacity, brand, and at least 05 years of experience (60 months of continuous operation up to the time of submitting the dossier registering to provide enterprise valuation consultancy services) in one of the following fields: Price appraisal, auditing, accounting, financial consultancy, enterprise ownership conversion consultancy.

6. The enterprise valuation consultancy shall:

a) Comply with relevant law regulations during the implementation of enterprise valuation operations and executing the signed contract with the client;

b) Take legal accountability for the enterprise valuation results;

c) Compensate for damages caused by violating the law regulations during the implementation of the enterprise valuation consultancy service or being handled for violations in accordance with the law regulations;

d) Provide explanations or information and figures related to the enterprise valuation results upon complaint or request by the owner-representing agency, the State Audit Office of Vietnam, the Ministry of Finance, and relevant competent State authorities;

dd) Keep client information confidential; archive dossiers and documents about enterprises whose value has been determined;

e) Not provide enterprise valuation consultancy services in the following cases:

e1) The enterprise manager as prescribed in Clause 24, Article 4 of the Law on Enterprises, the chief accountant (or person in charge of accounting), or the price appraiser of the valuation consultancy is a related person as prescribed in Clause 23, Article 4 of the Law on Enterprises and specialized laws to the equitized enterprise.

e2) It is currently providing or has previously provided auditing, bookkeeping, or financial statement preparation services in the 02 consecutive years prior to the date of enterprise valuation for the equitized enterprise.

Section 2

Financial settlement during equitization

Article 15. Inventory and classification of assets and addressing financial issues

1. Upon receipt of the decision to implement equitization from the competent authority, the enterprise shall organize the inventory and classification of assets, capital sources, and funds managed and used by the enterprise, and reconcile and confirm debts as of the date of enterprise valuation.

For certain special assets of the equitized enterprise for which access for inventory and evaluation of their actual physical condition is infeasible or inefficient, the enterprise shall formulate a plan for inventorying and evaluating the actual physical condition of such assets and report it to the owner-representing agency to seek opinions from relevant state authorities in charge of professional and technical matters. Within 20 working days from the date they receive the proposal from the owner-representing agency, the relevant State regulatory authorities in charge of professional and technical matters must reply in writing regarding the plan to inventory and evaluate the actual physical condition of the assets. Based on the opinions of the State regulatory authorities in charge of professional and technical matters, the owner-representing agency shall decide on an appropriate inventory plan and be responsible for the inventory results.

2. The equitized enterprise shall have annual financial statements audited in accordance with state regulations. In case where the date of enterprise valuation does not coincide with the end of the fiscal year, the equitized enterprise shall prepare financial statements as of the date of enterprise valuation and have them audited.

When equitizing the parent company of an economic group, the parent company of a state-owned corporation, or the parent company in a parent company - subsidiary conglomerate, subsidiaries in which the parent company owns 100% of the charter capital must conduct enterprise valuation as prescribed in this Decree. The date of enterprise valuation of a subsidiary must coincide with the date of enterprise valuation of the parent company.

3. Before conducting the enterprise valuation, the equitized enterprise must send a written request to the tax office directly managing it to inspect and determine the payables to the state budget in accordance with the regulations.

Within 30 working days from the date the tax office receives the enterprise's written request and a complete tax declaration dossier in case of enterprise conversion or reorganization as prescribed, it must conduct a tax inspection as prescribed in the Law on Tax Administration to determine tax liabilities and payables to the state budget. If this time limit expires and the tax office has not conducted a tax inspection, the equitized enterprise shall base itself on the declared figures to conduct the enterprise valuation in accordance with the regulations.

4. Based on the results of the asset inventory, financial statement audit, and account-finalization of payables to the state budget, the equitized enterprise shall coordinate with relevant authorities to proactively address outstanding financial issues within its competence and the law regulations before the valuation of the equitized enterprise.

In case where there are difficulties or issues beyond its competence, the equitized enterprise must promptly report to the competent authorities for consideration and resolution.

In case where these issues have been reported to the competent authorities but have not been addressed, the enterprise must clearly state them in the enterprise valuation record to serve as a basis for continued resolution in the period from the time of enterprise valuation until it is officially converted into a joint-stock company.

5. For enterprises with specific activities, the inventory, evaluation, and classification of assets such as cash, assets for financial leasing, debts (receivables, payables), and the financial settlement are decided by the owner-representing agency following the guidance of specialized law regulations, on the principle of no material misstatements in the financial statements.

Article 16. Handling of assets which are leased, borrowed, received as capital contributions in joint ventures or partnerships, assets which are no longer needed and assets formed with investments from reward funds or welfare funds

1. Assets leased, borrowed, or received as capital contributions in joint ventures or partnerships by the equitized enterprise and other assets not belonging to the enterprise shall not be included in the enterprise value for equitization.

Other assets formed from investments funded by capital from the state budget, of which the equitized enterprise is assigned as the project owner but not assigned to manage, use, and utilize the technical infrastructure, shall not be included in the enterprise value for equitization. The equitized enterprise must report to the competent State authorities to consider and decide on handling thereof in accordance with relevant law regulations.

2. For unneeded, stagnant assets, and assets pending disposal, the equitized enterprise shall proactively handle them in accordance with applicable law regulations on the disposal and sale of assets.

By the date of enterprise valuation, the assets that have not been handled, unless otherwise prescribed in Clause 3 of this Article, shall be transferred by the equitized enterprise to the Vietnam Debt and Asset Trading Corporation for handling in accordance with the law regulations. The remaining book value of these assets must be accounted into the production and business expenses of the enterprise in the period.

3. Assets that may not be excluded include:

a) Assets that are buildings and architectural structures (including underground works, roads, fences, yards) directly or indirectly used by the enterprise; assets that are machinery, equipment, and means of transport newly invested and put into use within 05 years or having net book values equal to 50% or more of the historical cost of the assets. The enterprise must continue to manage, monitor, and definitively handle them in accordance with applicable law regulations until it is officially converted into a joint-stock company;

b) Assets subject to destruction, such as expired chemicals, hazardous substances, pesticides, etc. The enterprise shall coordinate with competent authorities to handle and destroy them in accordance with applicable law regulations on environmental management before the time the equitized enterprise is granted the enterprise registration certificate for the first time.

After the causes, responsibilities, and compensations are identified in accordance with applicable law regulations, the loss of the enterprise shall be recorded in the business results as prescribed.

c) Assets that are capital construction in progress costs of projects and works suspended under decisions of competent authorities. The joint-stock company shall take over and continue to monitor and handle them in accordance with the law regulations. Particularly for the costs of projects not approved by competent authorities and not yet formed into physical assets, with no recoverable value, such as costs of preparing pre-feasibility plans, and costs of surveying and designing works, the enterprise must determine the causes and compensation responsibilities in accordance with applicable law regulations and the loss shall be recorded in the business results as prescribed;

d) Collaterals that have been used by the enterprise to mortgage for loans at credit institutions;

dd) For the assets of the enterprises prescribed in Clause 2, Article 6 of this Decree, during the period in which the enterprise is coordinating with the Vietnam Debt and Asset Trading Corporation and the enterprise’s creditors to develop a debt trading plan on restructuring of the enterprise for submission to the owner-representing agency for approval, the equitized enterprise is not permitted to dispose of or sell the assets listed in the enterprise value that the owner-representing agency has decided to announce in accordance with regulations.

4. Welfare facilities which are crèches, kindergartens, infirmaries, and other welfare assets invested from the reward fund and welfare fund shall be transferred to the trade union at the joint-stock company for management and use to serve the employees in the joint-stock company in accordance with the law on land and other relevant law regulations. In case where the trade union and the employees in the joint-stock company do not need to use these assets, based on the opinions of the employees and the trade union, the enterprise may be authorized to dispose of and sell such assets in accordance with relevant law regulations and applicable law regulations on land. The proceeds from the disposal and sale of such assets, after deducting relevant expenses and tax liabilities (if any), shall be refunded to the reward fund and welfare fund.

For housing of officials and employees invested from the enterprise's welfare fund, including housing invested with state budget funds, if the enterprise does not need to use it, it shall be transferred to the local housing and land management agency for management.

5. For assets used in production and business invested from the reward fund and welfare fund of the equitized enterprise, if there are full dossiers and documents, they will be revaluated and included in the enterprise value for the joint-stock company to continue using in production and business.

6. When equitizing the parent company of an economic group, the parent company of a state-owned corporation, or the parent company in a parent company - subsidiary conglomerate with non-business units, these unit shall be handled as follows:

a) In case where the equitized enterprise takes over these units, these units shall be valuated for inclusion in the value of the equitized enterprise under applicable law regulations on conversion of non-business units into joint-stock companies;

b) In case the equitized enterprise does not take over these units, the steering committee shall report them to the owner-representing agency for consideration and decision or report them to the Prime Minister for decision to transfer them to related ministries, sectoral authorities or provincial-level People’s Committees for management in accordance with law regulations. Pending the transfer of these units under decisions of competent authorities, the equitized enterprise shall continue managing them.

Article 17. Receivables

1. The equitized enterprise shall reconcile and confirm all receivables (including due and undue debts; if it is a credit institution, off-balance sheet receivables must also be reconciled and confirmed), and concurrently, recovering due debts before its valuation.

For receivables from customers using telecommunications, information technology, and pay-TV services (domestic and foreign), and commercial bank customers arising frequently with a large number of customers of the equitized enterprise, where the reconciliation and confirmation of debts with each customer entails a large volume of work, time, and expense, the owner-representing agency shall decide on the appropriate reconciliation and confirmation based on reality (based on the accounting books and dossiers and the enterprise's customer management information technology system).

Debts lacking sufficient legal dossiers to prove that the debtors still owe or are irrecoverable as prescribed shall not be excluded from the enterprise value. The enterprise must clarify the causes for handling on the following principles:

a) Hold relevant collectives and individuals liable for compensating the receivable debts for which the debtors cannot be identified. The remaining loss shall be handled in accordance with applicable regulations of the State on handling outstanding debts;

b) Complete the dossiers and continue monitoring to recover the debts that cannot be proven to be irrecoverable.

2. In case where by the date of valuation of the equitized enterprise, there remain some receivables with sufficient dossiers but not yet reconciled or confirmed, the Members' Council or Company President of the equitized enterprise must clearly explain the details of the debts, specify the responsibilities of relevant collectives and individuals in completing the debt reconciliation before the time the equitized enterprise is granted the enterprise registration certificate for the first time (excluding debts the enterprise has recovered, enclosed with valid dossiers and documents for proof) and report to the owner-representing agency for consideration and decision to determine them in the enterprise value in accordance with the value monitored on accounting books and concurrently must publicly disclose in the decision approving the enterprise value as well as the equitization plan as a basis for the auction of shares.

As of the date the equitized enterprise is granted the enterprise registration certificate for the first time, when preparing the financial statements for handover to the joint-stock company, for the debts that underwent reconciliation procedures but remain unreconciled, the President and the Board of Members of the equitized enterprise are responsible for directing the review and classification of such debts into irrecoverable debts and remaining receivables to be handled as follows:

a) For debts that underwent reconciliation procedures but remain unreconciled and are identified as unrecoverable in strict accordance with regulations, relevant collectives and individuals shall be held liable for compensation. The remaining value of the debt (after offsetting compensation from individuals and collectives, and setting aside provisions for bad debts - if any) shall be accounted into the expenses of the equitized enterprise, and the dossier shall be transferred to the Vietnam Debt and Asset Trading Corporation for settlement in accordance with the law regulations.

b) For the remaining debts that underwent reconciliation procedures but remain unreconciled, they shall be handed over to the joint-stock company for further monitoring and recovery thereof in accordance with the regulations.

3. The equitized enterprise shall hand over the debts not included in the value of the equitized enterprise (including bad debts already settled using provisions within the 05 consecutive years prior to the date of enterprise valuation), enclosed with all dossiers and related documents, to the Vietnam Debt and Asset Trading Corporation for settlement in accordance with the law regulations.

The debts not included in the equitized enterprise value of an enterprise in which the State holds 100% of its charter capital operating in the telecommunications sector (including bad debts already settled using provisions within the 05 consecutive years prior to the date of enterprise valuation) shall be kept by the enterprise for further monitoring, management, and recovery thereof.

The debts not included in the equitized enterprise value of a state-owned commercial bank in which the State holds 100% of its charter capital (including bad debts already settled using provisions within the 05 consecutive years prior to the date of enterprise valuation) shall be kept by the commercial bank for further monitoring, management, and recovery thereof, or partially (or wholly) handed over part to the Vietnam Debt and Asset Trading Corporation for settlement in accordance with the regulations.

In case where telecommunications enterprises or commercial banks kept such debts for further monitoring, management, and recovery thereof, the telecommunications enterprises and commercial banks may retain a percentage of the recovered amounts, as prescribed by the Ministry of Finance applicable to the Vietnam Debt and Asset Trading Corporation, to cover incurred expenses related to debt recovery. The remainder shall be remitted to the state budget in accordance with decentralization regulations.

4. Regarding the prepayments to suppliers of goods and services (such as house rental, land rental, goods purchases, wages payable, long-term insurance purchases, industrial park land rentals with full one-off rental payment for the entire lease period) already accounted into production and business expenses, the enterprise shall reconcile them with the contracts and the volume of supplied goods and services to account a decrease in expenses (corresponding to the portion of unsupplied goods and services or unexecuted lease time) and account an increase in prepaid expenses upon the valuation of the equitized enterprise.

Article 18. Payables

1. The equitized enterprise shall reconcile and confirm all payables to organizations and individuals before its valuation and coordinating with the Vietnam Debt and Asset Trading Corporation to address financial issues before its financial settlement and valuation.

In case where by the time of valuation of the equitized enterprise, the debt settlement plan has not been completed, the enterprise shall clearly state the reason in the enterprise valuation record and continue coordinating with the Vietnam Debt and Asset Trading Corporation as prescribed in Clause 2, Article 6 of this Decree.

In case where by the date of valuation of the equitized enterprise, there remain some payables with sufficient dossiers but cannot be reconciled or confirmed, the President or Members' Council of the equitized enterprise must clearly explain the details of the debts, specify the responsibilities of relevant collectives and individuals in completing the debt reconciliation before the time the equitized enterprise is granted the enterprise registration certificate for the first time (excluding debts the equitized enterprise has paid to organizations and individuals, enclosed with valid dossiers and documents for proof) and report to the owner-representing agency for consideration and decision to determine them in the enterprise value in accordance with the value monitored on accounting books; and concurrently must publicly disclose in the decision approving the enterprise value as well as the equitization plan as a basis for the auction of shares.

As of the date the equitized enterprise is granted the enterprise registration certificate for the first time, when preparing the financial statement for hand-over from the enterprise in which the State holds 100% of its charter capital to the joint-stock company, if these payables have undergone sufficient procedures requesting creditors to reconcile them but the creditors do not confirm, the value of payables without creditors' confirmation shall be accounted as an increase in the state capital. The joint-stock company (converted from the enterprise in which the State holds 100% of its charter capital) shall keep dossiers, take over, further monitor, and fulfill payable obligations upon request by creditors and account the debt payments into its expenses in the period.

For state-owned commercial banks in which the State holds 100% of their charter capital, the inventory making and reconciliation of their customers' deposit accounts and valuable papers (certificates of deposit, treasury bills, promissory notes, bonds) shall be based on the details of each debt on the accounting books. The reconciliation and confirmation of deposit balances for corporate customers; savings deposits, personal deposits, and valuable papers must be reconciled with the accounting dossiers and books kept at the bank or reconciled with the customers. As of the date the equitized enterprise is granted the enterprise registration certificate for the first time, when preparing the financial statement for handover from the enterprise in which the State holds 100% of its charter capital to the joint-stock company, if these payables have undergone sufficient debt reconciliation procedures but cannot be reconciled or confirmed with customers, the joint-stock commercial bank shall take over, monitor, manage them, and fulfill payable obligations upon request by legitimate creditors in accordance with law regulations.

Regarding deposits, margins, and prepayments of customers using telecommunications, information technology, and television services, ensuring the provision of intermediary payment services in accordance with the law regulations where the reconciliation and confirmation of debts with each customer incurs a large volume of work, time, and expenses, the owner-representing agency shall direct the enterprise to report and decide on the reconciliation and confirmation to suit the reality and the law regulations (based on the accounting dossiers and books, contracts for the provision of telecommunications, information technology, television services, intermediary payment services, and the customer management information technology system of the equitized enterprise).

2. The equitized enterprise must mobilize lawful capital sources to pay the due debts before the date of its valuation, or reach a written agreement with creditors for settlement, including the conversion of payables into capital contributions shares.

The conversion of payables as of the date of enterprise valuation into capital contributions shares must be specified in the equitization plan, disclosed in the red herring prospectus, and based on the creditors’ successful bids. Accordingly, a creditor may participate in the IPO auction and convert the debt owed by the enterprise into a corresponding volume of shares based on the creditor’s successful bid.

3. Tax arrears and payables to the state budget:

a) The equitized enterprise shall pay taxes and arrears to the state budget before conversion;

b) In case where the equitized enterprise has not fulfilled its tax and payable obligations to the state budget, the joint-stock company shall take over all such obligations.

4. During the equitization process, if the enterprise is at risk of insolvency in respect of overdue loans owed to credit institutions (including the Vietnam Development Bank) due to business losses, it shall coordinate with the credit institutions to settle such loans in accordance with the law on credit institutions and relevant law regulations.

Article 19. Provisions, losses or profits

1. The balances of provisions for inventory devaluation, financial investments, and doubtful debts (if any) as of the date of enterprise valuation shall be used to cover losses in accordance with applicable regulations. The remainder shall be reversed to the operating income of the equitized enterprise.

2. For the provisions for warranty of products, goods, and construction works as of the date of enterprise valuation, the equitized enterprise may retain the provisioned balance corresponding to the warranty obligations under valid contracts.

3. The balances of risk provisions and financial provisions of banks, and technical reserve funds of insurance enterprises, after being used to cover losses as prescribed, shall be retained by the equitized enterprise but must be included in the value of state capital in the equitized enterprise.

4. Profits generated shall be used to offset previous years' losses (if any) in accordance with the Law on Corporate Income Tax, set aside to the Science and Technology Development Fund as prescribed by the law regulations, and used to pay corporate income tax. The remainder shall be distributed in accordance with applicable regulations applicable to state-owned enterprises as of the date of enterprise valuation.

5. For losses, after being settled in accordance with the above regulations by the date of enterprise valuation, in case where there still remain outstanding debts to credit institutions (including the Vietnam Development Bank), the equitized enterprise shall coordinate with relevant authorities for settlement thereof in accordance with applicable law regulations and Clause 4, Article 18 of this Decree.

Article 20. Investments in other enterprises made with the capital of the equitized enterprise

1. In case where the equitized enterprise takes over the investments made with its capital in other enterprises, all such investments shall be valuated on the principles prescribed in Article 34 of this Decree.

2. In case where the equitized enterprise does not take over the investments in other enterprises, it shall report them to the owner-representing agency for settlement as follows:

a) It may reach agreement with capital contributors to transfer such investments to another state-owned enterprise that will act as the representative thereof in accordance with the law regulations;

b) It may sell the capital contributions to partners or other investors in accordance with the law regulations;

c) In case where by the date of enterprise valuation, the investments have not yet been sold or transferred to other partners, the equitized enterprise must take over them in accordance with Clause 1 of this Article.

3. The value of investments made with the equitized enterprise’s capital in a foreign-invested enterprise whose all assets, under a commitment clause in the investment contract or license, are transferred without compensation to the Vietnamese party upon the expiry of its operational term and subsequently taken over by the equitized enterprise, must be included in the enterprise value for equitization on the principles prescribed in Article 34 of this Decree. When the foreign-invested enterprise ends its operational term under the investment contract or license, all assets must be transferred without compensation to the state shareholder or to the Vietnamese State if the State no longer holds any capital contribution in the equitized enterprise in accordance with Article 125 of the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 detailing and guiding the implementation of a number of articles of the Law on Investment and its amendments, supplements, replacements (if any) as well as relevant law regulations.

The equitized enterprise must publicly disclose this matter to investors and clearly specify it in the handover record and the joint-stock company's charter.

Article 21. Cash balances of reward funds and welfare funds

1. The cash balances of the reward fund and welfare fund as of the date of valuation of an equitized enterprise shall be used to cover any excess benefits paid to employees and to cover employee benefits in accordance with the regulations applicable to equitized enterprises. The remainder shall be distributed among employees, managers, and supervisors currently working in the enterprise in proportion to the number of months they have worked in the equitized enterprise. The distribution of the cash balances of the reward fund and welfare fund among employees, managers, and supervisors must be completed prior to the conversion of the equitized enterprise into a joint-stock company.

2. When equitizing the parent company of a corporate group, the parent company of a state-owned corporation, or the parent company in a parent company - subsidiary conglomerate, the balances of the funds prescribed in Clause 1 of this Article shall be settled on the principle that employees and managers shall be entitled to the corresponding funds of the enterprise (the parent company or level-II enterprise) for which they work.

Article 22. Balances of the Enterprise Reorganization Fund at the enterprise and the Science and Technology Development Fund

1. The balance of the Enterprise Reorganization Support Fund at the equitized enterprise (if any) as of the date of enterprise valuation shall be identified as state capital and must be remitted into the state budget in accordance with decentralization regulations.

2. The balance of the Science and Technology Development Fund at the equitized enterprise (if any) as of the date of enterprise valuation shall be retained by the enterprise, and subsequently taken over, managed and used by the joint-stock company in accordance with the regulations.

Article 23. Financial settlement at the date the enterprise is officially converted into a joint-stock company

1. The equitized enterprise continues to implement the regulations on financial management applicable to state-owned enterprises from the date of enterprise valuation to the date the enterprise is officially converted into a joint-stock company.

2. As of the date the equitized enterprise is granted the enterprise registration certificate for the first time, the equitized enterprise shall prepare financial statements in accordance with the financial regulations applicable to state-owned enterprises as the basis for the handover from the equitized enterprise to the joint-stock company, in which:

a) The balances of provisions for inventory devaluation, financial investments, and doubtful debts (if any) shall be used to cover losses in accordance with applicable regulations. The remainder shall be reversed into the operating income of the equitized enterprise.

The equitized enterprise may set aside the provisions for warranty of products, goods, and construction works (for signed contracts where the warranty period remains valid) in accordance with the signed contracts and retain them to execute the warranties for the products, goods, and construction works under such contracts.

The equitized enterprise must prepare a detailed schedule for each type of product, good, and construction work, which shall be attached to the equitization dossier. Upon the expiration of the warranty period for the products, goods, and construction works, if these provisions are not fully utilized and a balance remains, the joint-stock company shall remit such balance to the state budget in accordance with decentralization regulations within 05 working days from the expiration date of the contractual warranty period.

In case where the joint-stock company fails to remit fully and timely, it shall be subject to additional late payment interest in accordance with the law on taxation.

b) For the exchange rate differences arising from the re-assessment of monetary items denominated in foreign currencies as of the date of official conversion into a joint-stock company, the equitized enterprise shall revaluate them as prescribed and shall not carry forward them to the operating income. The balance of the foreign exchange differences at this time shall be handed over to the joint-stock company (after the conversion of the state-owned enterprise) for monitoring and settlement in accordance with the regulations.

c) The enterprise shall allocate profits and set aside funds in accordance with applicable regulations applicable to state-owned enterprises.

In case where the date the enterprise is officially converted into a joint-stock company does not coincide with the date of preparation of the annual financial statements, making it impossible to classify the enterprise as a basis for setting aside its funds, the equitized enterprise shall set aside the reward and welfare funds as of this date on the following principles:

c1) Based on the enterprise classification of the year immediately preceding to the date the enterprise is officially converted into a joint-stock company.

c2) Based on the profits that may be allocated to set aside the enterprise's funds in accordance with the regulations.

c3) The amount to be set aside for the funds shall be equal to the amount allocated in accordance with the profit allocation regulations applicable to state-owned enterprises, divided by 12 and multiplied by the number of months counted from the beginning of the year to the date the enterprise is officially converted into a joint-stock company.

d) In case where the dividends and profits arise after the date of enterprise valuation until the date the enterprise is officially converted into a joint-stock company (where the dividends have not been included in the enterprise value nor reflected in the reserve price for the share offering) and a Resolution on the distribution of dividends or profits has been issued:

d1) In case of cash dividends or profits, upon receipt of such distributed dividends or profits, the joint-stock company shall remit the entire proceeds, after deducting tax liabilities (if any), into the state budget after 05 working days from the date it receives such cash dividends or profits.

d2) In case of stock dividends, based on the Resolution on dividend payment and the notice of entitlement to dividends, the equitized enterprise shall determine the volume of shares received for tracking purposes and provide clear disclosure in the record of handover of assets and capital between the equitized enterprise and the joint-stock company.

The joint-stock company must complete the transfer of these shares within 90 days from the date it receives the share certificates. Within 05 working days from the date of the successful transfer, the joint-stock company shall remit the proceeds, after deducting tax liabilities (if any) and the expenses incurred for the execution of the share transfer, into the state budget in accordance with the law regulations.

The transfer of shares of a company listed or registered for trading on the stock market shall comply with the law regulations on securities. The transfer of shares of a company unlisted or not yet registered for trading on the stock market shall comply with Chapter V of this Decree.

Transfer expenses include expenses for hiring valuation consultancy, expenses for organizing the auction, expenses for carrying out legal procedures for the transfer, taxes, charges, and fees (if any) payable to the State, and other related expenses. The estimates, account-finalization, and specific expenditure limits for such expenses shall be approved by the Board of Directors, ensuring that sufficient valid and reasonable supporting documents are available in accordance with the applicable law regulations.

Organizations receiving capital contributions from the enterprise shall, based on the enterprise's request through the capital representative, determine the volume of shares distributed under state ownership and concurrently notify the owner-representing agency for monitoring and supervision. The owner-representing agency shall monitor, direct, and provide opinions to the capital contribution representative in the cases prescribed in Clause 2 of this Article.

dd) In case where dividends and profits arise after the date of enterprise valuation until the date the enterprise is officially converted into a joint-stock company (where such dividends and profits have not been included in the enterprise value nor reflected in the reserve price) and a Resolution from the competent authority of the entity receiving the capital contribution regarding the distribution of cash or stock dividends or profits has not yet been issued, the equitized enterprise shall direct the capital representative to propose that the entity receiving the capital contribution issue a Resolution on the distribution of dividends or profits, or request the joint-stock company to provide clear disclosure in the record of handover of assets and capital between the equitized enterprise and the joint-stock company. After the competent authority of the entity receiving the capital contribution issues a Resolution on the distribution of cash or stock dividends or profits, the matter shall be handled in accordance with Point d of this Clause.

e) In case where certain expenses have been recorded by the equitized enterprise before the date it is officially converted into a joint-stock company and are recovered thereafter, the joint-stock company shall remit them into the state budget.

3. Within 90 days from the date it is granted the enterprise registration certificate for the first time, the equitized enterprise must:

a) Prepare financial statements for the period ended the date the joint-stock company is granted the enterprise registration certificate for the first time;

b) Have the financial statements audited;

c) Conduct account-finalization of taxes and payables to the state budget with the tax office;

d) Request, after completing the to-dos prescribed at Point a, Point b, and Point c of this Clause, the owner-representing agency to approve the value of the state capital portion as of the date of official conversion of the enterprise into a joint-stock company and conduct account-finalization of: proceeds from the equitization, payments of benefits to redundant employees, and equitization expenses as prescribed.

4. Within 60 days from the date it receives the request for approval of the value of the state capital portion as of the date of official conversion of the enterprise into a joint-stock company from the enterprise (the period during which the State Audit Office of Vietnam conducts the audit of the equitization account-finalization dossier shall not be included in this time limit), the owner-representing agency shall coordinate with relevant authorities to decide on the approval of the financial account-finalization; the account-finalization of equitization expenses, funding for supporting redundant employees, and proceeds from equitization; and to issue a decision announcing the actual value of the state capital portion as of the date the joint-stock company is granted the enterprise registration certificate for the first time:

a) The owner-representing agency shall coordinate with relevant authorities to inspect and address the financial issues of the enterprise;

b) After the financial issues of the enterprise are inspected and addressed, the owner-representing agency shall send a written document, enclosed with the dossier requesting the State Audit Office of Vietnam to perform an audit of the equitization account-finalization dossier, if the enterprise is one of those prescribed in Clause 1, Article 28 of this Decree. Such dossier shall comprise: The financial statements for the period ended the date of official conversion of the enterprise into a joint-stock company; the account-finalization of equitization expenses; the account-finalization of funding for supporting redundant employees; the account-finalization of proceeds from equitization and the actual value of the state capital portion as of the date the equitized enterprise is officially converted into a joint-stock company.

The equitized enterprise and the owner-representing agency shall provide explanations and furnish all relevant dossiers and documents, which must be complete and accurate, relating to the equitization account-finalization and financial settlement prior to the approval of the account-finalization, upon the request of the State Audit Office of Vietnam.

c) Based on the audit results of the State Audit Office of Vietnam, the owner-representing agency shall consider and decide on announcing the actual value of the state capital portion as of the date of official conversion of the equitized enterprise into a joint-stock company, and determine the additional amount payable to the state budget as prescribed or to be remitted to the parent company - the enterprise in which the State holds 100% of its charter capital (if any).

5. Under the approval decision of the owner-representing agency, the equitized enterprise shall prepare revised financial statements for the period ended the date it is granted the enterprise registration certificate for the first time as a basis for handover to the joint-stock company.

The revised financial statements for handover to the joint-stock company shall be based on adjustments regarding the financial settlement prescribed in this Decree, the account-finalization of equitization proceeds, equitization expenses, funding for supporting redundant employees, and the decision announcing the actual value of the state capital portion as of the date the equitized enterprise is officially converted into a joint-stock company (not adjusted in line with revaluation results).

6. The equitized enterprise must use the after-tax profit arising during the period from the enterprise valuation to the date of first-time registration as a joint-stock enterprise to make up for the portion of state capital adjusted due to operating losses as of the date of enterprise valuation (if any). The remainder shall be allocated and set aside by the equitized enterprise to the funds prescribed at Point c, Clause 2 of this Article.

The profit set aside for the Investment and Development Fund as prescribed and the increase in the state capital from the date of enterprise valuation to the date of official conversion into a joint-stock company, after deducting expenses as prescribed, must be remitted by the equitized enterprise to the state budget in accordance with decentralization regulations.

7. In case where there is a decrease in the value of the state capital portion, the equitized enterprise shall report to the owner-representing agency to coordinate with relevant authorities to inspect, clarify the causes, hold relevant collectives and individuals liable, and handle the matter as follows:

a) If it is caused by objective reasons (natural disasters; acts of the public enemy; changes in State policies, or fluctuations in the international market, and other force majeure events), the equitized enterprise reports to the owner-representing agency to consider and decide on using the proceeds from the share offering of this equitized enterprise to cover the loss after deducting insurance payout (if any).

In case where the proceeds from the share offering are insufficient to cover the decrease of state capital, the owner-representing agency shall, with approval of the General Meeting of Shareholders, consider reducing the state capital contributed to the joint-stock company, as well as the charter capital and the charter capital structure of the joint-stock company to align with actual conditions.

b) If it is caused by subjective reasons:

b1) If the loss is caused by the failure to completely address financial issues in accordance with the State’s applicable regulations, relevant authorities and individuals, including the enterprise, the consultancy, the independent audit organization, and the authority deciding on the equitization, shall be held liable for material compensation.

b2) If the loss is caused by production and business management, or by governance failures leading to the loss of capital and assets, the enterprise managers shall be held liable for compensating such losses caused by subjective faults in accordance with applicable regulations.

b3) In case where, due to force majeure, the organizations or individuals liable for compensation are unable to make such compensation under the decision of the competent authority, the remaining loss shall be handled as a loss caused by objective reasons in accordance with Point a of this Clause.

8. The assets prescribed in Clause 4, Article 12 of this Decree shall be preserved and handed over by the equitized enterprise to the Vietnam Debt and Asset Trading Corporation within 15 working days from the date the owner-representing agency issues a decision to hand over them to the Vietnam Debt and Asset Trading Corporation.

Section 3

Valuation of enterprises to be equitized

Article 24. Enterprise valuation methods

1. The enterprise valuation consultancy shall decide and be responsible for selecting an enterprise valuation method suitable for the operational characteristics of the enterprise, ensuring compliance with the law regulations, objectivity, transparency, and the highest benefits for the State.

2. The enterprise value and the value of state capital in the enterprise determined and announced must not be lower than the enterprise value and the value of state capital in the enterprise determined by the asset method prescribed in Section 4, Chapter II of this Decree.

Article 25. Announcement of enterprise value

1. Based on the enterprise valuation dossier formulated by the valuation consultancy, the Steering Committee shall appraise the sequence, procedures, and its compliance with the law regulations on enterprise valuation, and then submit it to the owner-representing agency for decision.

The financial settlement and the enterprise value by the valuation consultancy must be conducted within a period of no more than 12 months (from the date of enterprise valuation to the date of announcement of the enterprise value). If it is an enterprise that must undergo State Audit as prescribed in Clause 1, Article 28 of this Decree, this period shall not exceed 15 months.

In case where the above period expires but the equitized enterprise’s value has not been announced, the owner-representing agency shall decide to change the date of enterprise valuation to conduct financial settlement and enterprise valuation as prescribed, and concurrently identify the objective and subjective causes in order to draw lessons, determine the responsibilities of relevant parties, and require compensation for expenses incurred by relevant organizations and individuals due to the prolonged period pending the announcement of the enterprise value.

2. The owner-representing agency shall consider, decide, and announce the enterprise value within no more than 15 working days from the date it receives the full dossier (including the Conclusion of the State Audit Office of Vietnam, if it is an enterprise prescribed in Clause 1, Article 28 of this Decree).

3. Within 15 working days from the date the owner-representing agency issues the decision announcing the enterprise value, the equitized enterprise shall preserve and hand over to the Vietnam Debt and Asset Trading Corporation the debts and assets excluded during the enterprise valuation as prescribed in Clause 2, Article 16, and Clause 2 and Clause 3, Article 17 of this Decree. Regarding other assets, the equitized enterprise shall continue monitoring and managing them, and account for their accounting book value as of the date of enterprise valuation.

Article 26. Use of enterprise valuation results

The enterprise valuation results announced by the owner-representing agency are an important basis for determining the reserve price to conduct the auction of initial shares of the equitized enterprise.

Article 27. Adjustment of enterprise value

1. The owner-representing agency considers and decides on adjusting the announced enterprise value in the following cases:

a) The value of the enterprise's assets is affected by objective reasons (natural disasters; acts of the public enemy; changes in State policies, or other force majeure events);

b) Deviations in the enterprise valuation process attributable to the consultancy or the equitized enterprise are detected.

2. The adjustment of the announced enterprise value as prescribed in Clause 1 of this Article only applies to equitized enterprises that have not yet conducted the initial public offering (IPO).

3. After 09 months from the date of announcement of the enterprise value, if the enterprise has not conducted the initial public offering (IPO), the enterprise value must be re-valuated, unless otherwise decided by the Prime Minister at the proposal of the owner-representing agency, but the timeframe of the enterprise's IPO shall not exceed 12 months from the date of announcement of the enterprise value.

Article 28. State audit of equitized enterprises

1. Subjects and scope of audit:

Based on the enterprise valuation results for equitization already determined by the valuation consultancy and at the proposal of the owner-representing agency, the State Audit Office of Vietnam conducts an audit of the enterprise valuation results and the settlement of financial issues prior to valuation for the following enterprises:

a) Single-member limited liability companies in which the State holds 100% of the charter capital that serves as the parent companies of economic groups or the parent companies of state-owned corporations (including state-owned commercial banks);

b) State-owned enterprises (including the parent companies in parent company - subsidiary conglomerates and single-member limited liability companies in which the State holds 100% of the charter capital) with state capital of VND 1,800 billion or more according to the accounting books as of the date of enterprise valuation;

c) Other single-member limited liability companies upon request by the Prime Minister or at the proposal of the owner-representing agency.

2. For the enterprises prescribed at Point a, Point b, Clause 1 of this Article, the owner-representing agency shall send a list notifying the timeframe (roadmap) for equitizing the enterprises to the State Audit Office of Vietnam so that the State Audit Office of Vietnam formulates a program and plan to audit the enterprise valuation results of the valuation consultancies and the settlement of financial issues prior to the date of official announcement of the value of the equitized enterprise.

For the enterprises prescribed at Point c, Clause 1 of this Article, within 05 working days from the date it receives the Prime Minister’s request for audit, the owner-representing agency shall notify the timeframe (roadmap) for equitizing the enterprises to the State Audit Office of Vietnam so that the State Audit Office of Vietnam formulates a program and plan to audit the enterprise valuation results of the valuation consultancies and the settlement of financial issues prior to the date of official announcement of the value of the equitized enterprise.

3. Responsibilities of the State Audit Office of Vietnam and relevant authorities:

a) After the valuation consulting results are available, the owner-representing agency shall send a written request, enclosed with its dossier, to the State Audit Office of Vietnam for auditing the results of valuation consulting and settlement of financial issues before officially announcing the equitized enterprise value;

b) After receiving the request of the owner-representing agency, the State Audit Office of Vietnam shall audit the valuation consultancy results and the financial settlement of the equitized enterprise. The timeframe for completing and announcing the audit results shall comply with the law regulations on state audit. The State Audit Office of Vietnam shall take accountability for the audit results in accordance with the law regulations;

c) The equitized enterprise and the valuation consultancy shall make explanations and provide full dossiers and documents related to the enterprise valuation and settlement of financial issues prior to the valuation upon the request of the State Audit Office of Vietnam.

4. Handling of audit results:

Based on the audit results of the State Audit Office of Vietnam, the owner-representing agency considers and decides on announcing the enterprise value and deploy the next steps of the equitization process in accordance with the regulations.

Section 4

Enterprise valuation by the asset method

Article 29. Value of equitized enterprises by the asset method

1. The total actual value of an equitized enterprise is the value of all assets of the enterprise as of the date of enterprise valuation after revaluation, taking into account the enterprise’s profitability.

The actual value of the owner’s equity of the equitized enterprise stated in the decision announcing the enterprise value is the total actual value of the equitized enterprise after deducting payables and the balance of non-business funding (if any).

2. When equitizing the parent company of an economic group, the parent company of a state-owned corporation, or the parent company in a parent company - subsidiary conglomerate, the value of owner's equity at the equitized enterprise is the total actual value of owner's equity at the parent company.

3. Financial and credit institutions, when determining the enterprise value by the asset method, may use the audit results of the financial statements to determine cash assets, debts, and other types of assets, but must conduct an inventory and valuation of fixed assets, financial investments in other enterprises, and the value of land use rights in accordance with the regulations prescribed by the State.

4. Intangible assets (excluding the value of land use rights), if the equitized enterprise needs to continue using them, must be revalued by the enterprise for inclusion in the enterprise value. The intangible assets must be re-valuated by an organization with price appraisal functions in accordance with the law on price appraisal.

5. For the value of capital invested by the equitized enterprise in joint-stock companies where the equitized enterprise received bonus shares as of the date of enterprise valuation, the invested capital shall be revaluated on the principles prescribed in Article 34 of this Decree. This shall include all shares owned by the equitized enterprise (comprising shares already received, currently managed, or tracked in the notes to financial statements) and the shares to be received after the time of enterprise valuation under the Resolution of the General Meeting of Shareholders.

6. Assets formed under BOT contracts shall be valuated at their accounting book values, and the enterprise shall publicly disclose to investors that, upon expiry of the contracts, such assets will be transferred to the competent State authorities.

7. During enterprise valuation, the enterprise may not revalue technical infrastructure assets in industrial parks (excluding leased land use rights) that it has invested in and for which it has signed sublease contracts with the lease prices specified therein and the land rentals collected on a one-off basis for the entire project duration. The joint-stock company shall pay land rentals as prescribed by the applicable law regulations on land. The remaining unleased technical infrastructure assets in industrial parks must be revaluated in accordance with the regulations.

8. For assets the enterprise has disposed of or sold from the date of enterprise valuation to the time the consultancy conducts the enterprise valuation (which are no longer physically present as of the date the consultancy conducts the enterprise valuation), the enterprise shall account for the revenues and expenses from such disposal and sale in strict accordance with the financial management regulations. When the consultancy determines the price for the enterprise valuation, it shall base it on the actual recovered value of the assets upon disposal and sale, which must not be lower than their book value.

Article 30. The following amounts are excluded from the enterprise's value for equitization

1. Value of the assets prescribed in Clauses 1, 2, and 4, Article 16 of this Decree.

2. Irrecoverable receivables.

3. Investments in other enterprises prescribed at Point a and Point b, Clause 2, Article 20 of this Decree.

4. Regarding the assets of non-business units when equitizing the parent company of an economic group, the parent company of a state corporation, or the parent company in a parent company-subsidiary conglomerate (except for training, vocational education, and healthcare establishments), the non-business assets which the equitized enterprise does not take over shall be considered and decided by the owner-representing agency to be transferred to relevant authorities to conduct socialization as prescribed by the law regulations.

5. The person competent to decide the enterprise value shall consider and decide not to include in the enterprise value for equitization the assets prescribed in Clauses 1, 2, 3, and 4 of this Article.

Article 31. Bases for determining the actual value of an enterprise

1. Figures recorded in the enterprise's accounting books as of the date of enterprise valuation.

2. Documents on inventory, classification, and quality assessment of the enterprise's assets as of the date of enterprise valuation.

3. Market prices of assets as of the date of enterprise valuation.

4. The value of allocated land use rights, the value of the enterprise’s goodwill, or the value of intangible assets that cannot be determined in accordance with the law on price appraisal as of the date of enterprise valuation.

Article 32. Value of land use rights

1. For the area of land allocated with land use levy as prescribed in Clause 2, Article 119 of the Land Law and its amendments, supplements, or replacements (if any), the value of land use rights must be re-valuated for inclusion in the enterprise value in accordance with the following regulations:

a) The land price used to value land use rights for inclusion in the equitized enterprise value shall be the specific land price prescribed for the location where the land area allocated to the enterprise is located, as determined in the decisions of the People’s Committee of the province or municipality (where the enterprise’s allocated land is located), in accordance with Point c, Clause 1, and Point a, Clause 2, Article 160 of the Land Law and its amendments, supplements, or replacements (if any);

b) Any increase in the value of land use rights revaluated as prescribed at Point a of this Clause compared with the value currently accounted in the accounting books (if any) shall be remitted to the state budget.

In case where the value of land use rights revaluated at the land price prescribed at Point a of this Clause is lower than the land use right value currently accounted in the accounting books, the one to be included in the equitized enterprise value shall be the value currently accounted in the accounting books;

c) In case where the land area allocated to the enterprise (including land used for production and provision of public utility services and products, and public welfare purposes such as green parks, urban environment facilities, passenger terminals, and irrigation works) is allocated without land use levy or is exempted from land use levy in accordance with the law on land and other relevant law regulations, such land areas shall be excluded upon valuation of land use rights for inclusion in the value of the equitized enterprise. The area of land used for public facilities with safety protection corridors as prescribed by the law regulations on land shall also be considered for exclusion. The equitized enterprise manages and uses such land area properly for the land use purposes already identified and in compliance with the law regulations on land.

2. The remaining area of land (after excluding the land area prescribed in Clause 1 of this Article) shall be leased by the enterprise for a definite term as prescribed by the law regulations on land with annual land rental payment. Where:

a) The joint-stock company shall pay the land rental as prescribed by the law regulations on land and the land rental is not included in the equitized enterprise value;

b) The area of land that the State has leased to the enterprise with one-off rental payment for the entire lease period, and the land area acquired by the enterprise which is originally leased land and for which a one-off rental has been paid to the State, shall continue to be leased by the equitized enterprise for the remaining lease term in accordance with the land lease contract. The amount the enterprise has remitted or paid for acquiring the land use rights, which has not been accounted into the operating income by the date of enterprise valuation, shall be determined as a prepayment and deducted from the land rental that the joint-stock company must pay annually in accordance with the land price list decided by the provincial-level People's Committee;

c) For the area of land allocated by the State with land use levy and the land area acquired by the enterprise which is originally land allocated by the State with land use levy, if it is required to change to be leased under the law regulations on land, its allocation shall be changed to lease. The amount remitted by the enterprise when the State allocated the land or paid for acquiring the land use rights, which has not been accounted into the operating income by the date of enterprise valuation, shall be determined as a prepayment and deducted from the land rental that the joint-stock company must pay annually as prescribed by the law regulations on land;

d) The value created by the land use rights leased with annual rental payment must be included in the enterprise value and determined on the following principles:

d1) The value created by land use rights leased with annual rental payments shall only be determined for the land area for which the enterprise has signed the land lease contract directly with the competent State authority. In case where the land lease contract is absent or has expired, the provincial-level People’s Committee shall review the case and decide on land recovery, auction of land lease rights, or land lease in accordance with the law on land.

d2) The value created by land use rights leased with annual rental payment shall be determined by a consultancy using a method in compliance with price appraisal standards. Such value shall not be lower than the value determined for the remaining land lease term and the positive difference (if any) between the land rental calculated at the land price determined by the consultancy as of the date the reserve price is determined and the land rental calculated at the land price currently applied to the equitized enterprise. In case where the remaining land lease term is less than 05 years, it shall be rounded to 05 years.

d3) In case where the enterprise leases land and is exempted from land rental as prescribed by the law regulations on land, the leased land area exempted from land rental shall be excluded from the enterprise value for equitization. For

the land area currently exempted from land rental but no longer eligible, the equitized enterprise must participate in the auction for land lease rights and pay land rental as prescribed by the law regulations on land.

3. For the land area which an equitized enterprise directly serving national defense or security is using and has been planned for national defense or security purposes but is not yet necessarily used for such purposes, the Ministry of National Defense or Ministry of Public Security shall coordinate with the People’s Committee of the province or municipality (where the enterprise’s land area in use is located) in considering and deciding to permit the enterprise to continue using such land area until recovery decisions are issued by competent state authorities in accordance with Clause 3, Article 200 of the Land Law and its amendments, supplements, or replacements (if any).

4. After it is granted the enterprise registration certificate for the first time, the joint-stock company shall fulfill its financial obligations, and carry out the procedures to be allocated or leased land, and granted the certificate of land use rights and ownership of houses and land-attached assets as prescribed by applicable law regulations on land.

5. Upon equitization, the enterprise prescribed in Article 5 of this Decree shall not convert the use purposes of the land areas it is currently managing and using. The enterprise shall prepare a statistical table on the current use of the land it manages and uses in accordance with the law, including the list of land areas, their area, current land use purposes, types of payment, whether the land is allocated or leased, and the lease term. After being converted into a joint-stock company, the enterprise shall continue to use the land for the purposes stated in the statistical table of current land use. In case where the land use purposes are changed and it conducts land allocation, the enterprise shall comply with the Land Law and other relevant laws.

Article 33. Value of the enterprise’s goodwill

1. The value of goodwill of the equitized enterprise includes brand value and development potential.

2. The value of an equitized enterprise’s goodwill shall be determined as follows:

a) The brand value shall be based on expenses actually incurred from the creation and protection of trademarks and trade names during the enterprise’s operations within 10 years preceding the date of its valuation, including expenses for its establishment, expenses for staff training, expenses for advertisement and promotion at home and abroad to promote products and introduce the enterprise, and for building its website;

b) The value of development potential of the enterprise is assessed on the basis of its future profitability when comparing the enterprise’s return on equity with the yield of government bonds as follows:

Where:

The book value of state capital as of the date of valuation of the equitized enterprise is equal to the total actual value according to its account books as of the date of valuation of the equitized enterprise minus payables and the balance of non-business funds (if any) excluding the balance of exchange rate differences arising from the re-assessment of monetary items denominated in foreign currencies.

The state capital includes the entire balance of the equity.

The return on equity shall be calculated as follows:

The average state capital recorded in the accounting books for the 05 years shall be determined by dividing the total of the average annual state capital by 05. The average annual state capital shall be determined by dividing the sum of the state capital in the beginning of the year and the state capital in the end of the year by 02.

3. In case where the equitized enterprise owns intangible fixed assets such as: goodwill in mineral and raw material mining, project development rights, rights to manage and operate infrastructure projects in industrial parks, and unidentifiable intangible fixed assets, the owner-representing agency shall select a valuation method as prescribed in Clause 2 of this Article or another method to ensure the full and accurate reflection of the enterprise's goodwill value.

Article 34. Valuation of investments in other enterprises made with the capital of the equitized enterprise

1. The value of the equitized enterprise’s capital contribution in a single-member limited liability company wholly owned by the equitized enterprise shall be determined as follows:

a) The value of the equitized enterprise's capital contribution in a level-II enterprise must be re-valuated in accordance with Section 3, Chapter II of this Decree;

b) In case where the level-II enterprise is established and operates overseas, the value of the capital contribution in such enterprise shall be determined in the same manner as the investments of the equitized enterprise in other enterprises as prescribed at Point a, Point b, and Point c, Clause 3 of this Article.

The value of the equitized enterprise's capital contribution in the level-II enterprise operating overseas shall be converted at the foreign exchange rate of the commercial bank where the equitized enterprise frequently conducts transactions as of the date of enterprise valuation.

2. The value of the equitized enterprise’s capital contribution in joint-stock companies listed on the securities market shall be determined based on the reference price of the shares traded on the securities market as of the date of enterprise valuation. In case where no transactions occur as of the date of enterprise valuation, it shall be determined at the reference price of the trading session immediately preceding the date of enterprise valuation.

The value of the equitized enterprise’s capital contribution in joint-stock companies already registered for trading on the Unlisted Public Company Market (UPCOM) shall be determined at the average trading price on the market as of the date of enterprise valuation. In case where no transactions occur as of the date of enterprise valuation, it shall be determined at the average trading price on the market on the date immediately preceding the date of enterprise valuation. In case where the shares of the joint-stock company have been registered for trading on the UPCOM but no transactions occur within 30 days preceding the date of enterprise valuation, the value shall be determined in accordance with Points a, b, and c, Clause 3 of this Article.

In case where the price on the securities market or the UPCOM is lower than the par value (VND 10,000) but the joint-stock company in which the equitized enterprise has capital contributions operates profitably, the value of the equitized enterprise's capital contribution in such joint-stock company shall be determined in accordance with at Point a, Point b, Clause 3 of this Article.

3. The value of the equitized enterprise’s capital contribution in another enterprise (other than those prescribed in Clause 1 and Clause 2 of this Article) shall be determined as the ratio of the actually capital contributions multiplied by (x) the equity value of such other enterprise:

a) The ratio of actually capital contributions of the equitized enterprise means the percentage (%) of capital actually contributed by the equitized enterprise compared to the total actual capital contributions (capital contributed by the owners) of the other enterprise;

b) The equity value of the other enterprise shall be determined based on the audited financial statements prepared for the same period as that used for the valuation of the equitized enterprise. In case where such financial statements have not yet been audited, the equity value shall be determined based on the equity value stated in the unaudited financial statements prepared for the same period as that used for the valuation of the equitized enterprise. In case where the enterprise in which the equitized enterprise has contributed capital does not prepare financial statements prepared for the same period as that used for the enterprise valuation, the value shall be determined based on the financial statements prepared for the period ended the date closest to, but prior to, the date of enterprise valuation;

The representative of the equitized enterprise's capital contribution in the other enterprise shall review and provide opinions on fluctuations during the period for which the financial statements are not prepared for the same period as that used for the enterprise valuation by the enterprise in which the equitized enterprise contributed capital, and report to the owner-representing agency for consideration and decision on determining the value of the equitized enterprise’s capital contribution in such enterprise.

c) In case where the value of the equitized enterprise’s capital contribution in the other enterprise, upon revaluation, is lower than the value recorded in the equitized enterprise’s accounting books, the revalued actual value shall prevail but shall not be lower than zero (0) VND;

d) The value of the equitized enterprise's capital contribution in the joint-stock company or the limited liability company with two or more members operating overseas shall be converted at the foreign exchange rate of the commercial bank where the equitized enterprise frequently conducts transactions as of the date of enterprise valuation.

Section 5

Initial offering of shares, management and use of proceeds from equitization

Article 35. Determination of the charter capital and initial shareholding structure

1. Based on the state capital value recorded in the accounting books of the equitized enterprise and the operating plan for the years after the enterprise is converted into a joint-stock company, the owner-representing agency shall decide the charter capital size on the following principles:

a) In case where the state capital value recorded in the accounting books of the enterprise is greater than the charter capital necessary for the enterprise's operations, the owner-representing agency shall re-determine the charter capital based on the amount actually needed. The difference between the state capital value recorded in the accounting books of the enterprise and the re-determined charter capital shall be remitted into the state budget within 10 days from the date the owner-representing agency issues the decision on the remittance of the difference;

b) In case of an additional issuance of shares, the charter capital shall be determined by the book value of the state capital in the enterprise and the value of the additionally issued shares calculated at par value.

2. Based on the calculated charter capital, the owner-representing agency decides the initial shareholding structure, including:

a) Shares held by the State in accordance with the criteria for classifying state-owned enterprises announced by the Prime Minister from time to time.

If it is a specialized enterprise playing an important role in local economic development or serving the development strategy of a sector or economic group (such as: seaport management and operation enterprises; enterprise in which the State holds 36% of the charter capital, and others), the owner-representing agency reports to the Prime Minister to decide specifically on the volume of shares the State continues to hold and the volume of voting preferred shares as prescribed in Clause 3, Article 114 and Article 116 of the Law on Enterprises.

b) Shares offered to the grassroots trade union of the equitized enterprise.

The grassroots trade union at the equitized enterprise may use its fund (as prescribed in Article 29 of the 2024 Law on Trade Union, without fundraising or borrowing) to purchase shares of no more than 3% of the charter capital. Such shares shall be held by the trade union and cannot be transferred within 03 years from the date the equitized enterprise is converted into a joint-stock company.

The offering price of shares to the trade union of the equitized enterprise is equal to the par value (VND 10,000/share);

c) Shares offered to employees within the enterprise as prescribed in Clause 1 and Clause 2, Article 43 of this Decree;

d) Shares offered to strategic investors (if any) as prescribed in Clause 3, Article 8 of this Decree;

dd) Shares auctioned to the public, which must account for at least 20% of the charter capital.

3. In case the quantity of shares offered at a preferential price to employees of an enterprise (at the most preferential price) is higher than the remaining quantity of shares projected to be issued (after subtracting the quantity of state-owned shares and the quantity of shares offered to investors and the trade union as prescribed at Points a, b, d and dd, Clause 2 of this Article), and the enterprise is not the one in which the State must hold dominant shares, the owner-representing agency shall consider and decide on decreasing the quantity of state-owned shares in order to increase the quantity of shares offered at a preferential price to employees.

Article 36. Public auction method

1. The auction method is applied in case of public auction regardless of whether investors are organizations or individuals, domestic or foreign.

2. The public auction shall be held at a Stock Exchange. In case where the equitized enterprise offers a volume of shares at par value worth less than VND 10 billion in total, the owner-representing agency may consider and decide on holding the auction at a securities company or a property auction service center or an enterprise as prescribed by the law regulations on property auction.

3. At least 30 days before the initial offering of shares, the Steering Committee coordinates with the Stock Exchange or auction organization to disclose information at the enterprise or the auction venue, on mass media, and publicly on the Government’s Web Portal.

4. The offering price through the public auction is the respective bid of each winning investor. A winning investor shall purchase shares at the exact bid placed, which shall not be lower than the reserve price.

Article 37. Direct negotiation method

1. The direct negotiation method is a method of offering shares to investors by negotiation between the Steering Committee or an organization authorized by the Steering Committee and each investor.

2. The offering price by the negotiation method is prescribed at Point d, Point e, Clause 3, Article 8, and Clause 2, Clause 4, Article 38 of this Decree.

Article 38. Handling of unsold shares and adjustment of the charter capital and charter capital structure in accordance with the share offering results

1. Based on the equitization plan approved by the competent authority, the Steering Committee executes the offering of shares to employees and the trade union in the enterprise prior to the public auction. The volume of shares that employees and the trade union refuse to purchase under the equitization plan shall be reported by the Steering Committee to the owner-representing agency for inclusion in the shares to be auctioned to the public.

2. Based on the actual share offering results, the Steering Committee shall report to the owner-representing agency to decide on adjusting the charter capital and charter capital structure in the approved equitization plan.

In case where an enterprise undergoes equitization by selling a portion of state capital combined with an additional issuance of shares, or selling the entire state capital combined with an additional issuance of shares, the volume of shares sold shall be identified first as the additionally issued shares under the approved equitization plan, and the remainder shall be identified as the sale of state capital. The shares sold at preferential prices to the persons prescribed at Points a and c, Clause 1, Article 43 of this Decree shall be identified as the sale of state capital.

3. In case where no investors subscribe for shares, based on the results of the offering of shares to employees and the trade union of the enterprise, the procedures shall be carried out to convert the enterprise into a joint-stock company and adjust the charter capital and charter capital structure as prescribed in Clause 2 of this Article.

4. In case where only 01 investor subscribes for shares, the Steering Committee shall negotiate with such investor for the offering of the validly subscribed volume of shares at an offering price not lower than the reserve price. If the investor refuses to purchase them, the equitized enterprise shall proceed in accordance with Clause 3 of this Article.

5. In case where, after a public auction, all winning investors at the public auction refuse to purchase the shares, the equitized enterprise shall proceed in accordance with Clause 3 of this Article.

6. In case where a portion of the offered shares has been sold at the public auction, the remainder (including shares for which investors won the auction but refused to purchase) shall be handled in the following sequence:

a) The Steering Committee shall notify investors who validly participated in the auction (excluding the winning investors whose subscriptions were fully satisfied through the public auction) and offer the remaining shares via negotiation to them in an amount equal to their unsatisfied subscriptions, at their respective bids placed at the auction in descending order, until all remaining shares are sold;

b) If the shares are not all sold to the investors after negotiation prescribed at Point a, Clause 6 of this Article, the Steering Committee shall notify the winning investors whose subscriptions were fully satisfied through the public auction (excluding those refused to purchase) to negotiate the offering to them at their respective bids placed at the auction in descending order, until all remaining shares are sold;

c) In case where the shares are not fully sold in accordance with Points a and b of this Clause, the equitized enterprise shall proceed in accordance with Clause 3 of this Article.

Article 39. Time limit for completing the offering of shares

Within 04 months from the date of the decision approving the equitization plan, the enterprise must complete the initial offering of shares in the forms prescribed in this Decree.

Article 40. Management and use of proceeds from equitization

1. Calculation of proceeds from the initial offering of shares

a) Within 05 working days from the deadline for investors participating in the public auction to make their payments, the auction organization shall transfer the proceeds from the initial share offering to the equitized enterprise to cover funding for supporting redundant employees and equitization expenses as estimated in the equitization plan approved by the competent authority. The value of additionally issued shares calculated at par value and historical price shall be retained by the equitized enterprise, while the remainder shall be remitted to the state budget;

b) Within 05 working days from the deadline for the trade union and employees to make their payments, the Steering Committee shall remit the proceeds from shares offered to the trade union and employees into the state budget;

c) Within 20 days from the deadline for investors participating in the public auction to make their payments, the Steering Committee shall direct the enterprise to complete the offering of shares as prescribed in Clause 6, Article 38 of this Decree. Within 05 days from the deadline for making payments, the Steering Committee shall request the enterprise to remit the proceeds from the share offering into the state budget;

d) Within 30 days from the deadline for investors participating in the public auction to make their payments, the Steering Committee shall request the enterprise to complete the offering of shares by the negotiation method to strategic investors as prescribed in this Decree. The proceeds from such offering of shares shall be remitted by the Steering Committee into the state budget within 05 days from the deadline for making payments;

dd) Within 30 days from the deadline for investors participating in the public auction to make their payments, the Steering Committee shall direct the enterprise to coordinate with the auction organization to complete the auction for strategic investors. Within 05 days from the deadline for making payments, the Steering Committee shall remit all proceeds from such share offering into the state budget;

e) In case where the total proceeds from the initial offering of shares prescribed at Points a, b, c, d, dd, Clause 1 of this Article are lower than the estimated expenses for handling redundant employees and the estimated equitization expenses under the approved equitization plan, the equitized enterprise may retain all of these proceeds to cover the expenses as estimated and conduct the official account-finalization as of the date the enterprise is granted the enterprise registration certificate for the first time.

2. Calculation of proceeds from equitization as of the date the equitized enterprise is officially converted into a joint-stock company:

a) Within 90 days from the date on which it is granted the enterprise registration certificate for the first time to operate as a joint-stock company, the enterprise shall, based on the financial statements at that time and the guidance on financial settlement as of the date of official conversion of the enterprise into a joint-stock company prescribed in Article 23 of this Decree, calculate the amount payable to the state budget. Of such amount, the portion retained by the enterprise include:

The value corresponding to the volume of additionally issued shares calculated at par value.

The capital surplus of the additionally issued shares shall be used to cover equitization expenses and benefits for redundant employees (if insufficient, Point d of this Clause shall prevail). The remainder (if any) shall be retained for the joint-stock company at a proportion corresponding to the additionally issued shares in the charter capital structure, wherein:

b) Within 05 working days from the date the owner-representing agency issues a decision regarding the matters prescribed in Clause 4, Article 23 of this Decree, the enterprise shall further remit the increase compared to the remitted amount calculated in accordance with Point a of this Clause (if any) into the state budget;

c) In case where the amount to be remitted into the state budget according to the account-finalization statement by the owner-representing agency is lower than the amount determined and remitted by the enterprise itself in accordance with Point a of this Clause, the enterprise shall send a written report to the owner-representing agency requesting the refund of the overpaid amount from the state budget in accordance with the Government’s Decree No. 148/2021/ND-CP dated December 31, 2021 on management and use of the proceeds from ownership conversion of enterprises and public non-business units, the proceeds from the transfer of state capital, and the differences of equity being larger than charter capital in enterprises, and its amendments, supplements, or replacements (if any);

d) In case where the actual proceeds from the offering of preferred shares to employees, the trade union, strategic investors, and other investors in accordance with the IPO results are insufficient to cover related expenses (including equitization expenses, funding for supporting redundant employees, and funding for employees’ incentives) according to the account-finalization statement approved by the competent authority, the owner-representing agency shall, with approval from the General Meeting of Shareholders, consider reducing the state capital contributed in the joint-stock company (if the joint-stock company still retains state capital), the charter capital, and the charter capital structure of the joint-stock company to align with actual conditions. In case where, after adjustment, no state capital remains, the enterprise shall report to the owner-representing agency for support from the state budget for the deficit in accordance with Decree No. 148/2021/ND-CP and its amendments, supplements, or replacements (if any).

3. After the time limits prescribed in Clause 1 and Clause 2 of this Article expire, if the auction organization and the enterprise have not remitted the proceeds into the state budget, they must pay late-payment penalties as prescribed by the law regulations on tax administration. This late-payment penalty shall not be included in reasonable expenses for the calculation of enterprise income tax, and the profit after enterprise income tax shall be used to cover it after deducting the compensations paid by the Members’ Council, the Board of Directors, and the collectives and individuals liable for the late payment (if any).

4. The owner-representing agency shall direct the Steering Committee and the equitized enterprise to fully and timely report the management and use of the proceeds from the equitization to the Ministry of Finance.

5. Proceeds from equitization to be remitted to the state budget as prescribed in this Decree are declared and remitted in accordance with Decree No. 148/2021/ND-CP and its amendments, supplements, or replacements (if any).

Article 41. The Charter of the joint-stock company

1. The Charter of the joint-stock company shall be drafted by the equitized enterprise in coordination with the equitization consultancy under the direction of the Steering Committee and disclosed to investors before the offering of shares. The draft Charter of the joint-stock company must not contradict the Law on Enterprises and relevant law regulations.

2. The Charter of the joint-stock company shall be adopted by the first General Meeting of Shareholders when it is approved by at least 65% of the total voting votes of the attending shareholders.

Article 42. General Meeting of Shareholders and first-time enterprise registration

1. Within 30 working days from the date the share offering is completed, the equitized enterprise must organize the first General Meeting of Shareholders to convert the enterprise into a joint-stock company and conduct enterprise registration as prescribed by the law regulations.

2. The enterprise registration dossier must comprise: the decision on conversion into a joint-stock company issued by the authority deciding the equitization, the decision appointing the representative of the state capital in the joint-stock company issued by the owner-representing agency (if any), and the Charter of the joint-stock company bearing the signature of its legal representative.

Section 6

Policies toward employees during equitization

Article 43. Policies on offering of shares to employees

1. Shares sold at preferential prices to employees

a) Persons who may purchase shares at preferential prices:

a1) Employees working under employment contracts and managers of the equitized enterprise as of the date of its valuation.

a2) Employees of the equitized enterprise who have been appointed to act as representatives of its capital contributions in other enterprises as of the date of its valuation, but are not yet entitled to purchase preferred shares in such other enterprises.

a3) Employees working under employment contracts and managers of a level-II enterprise (who are not yet entitled to purchase preferred shares in other enterprises) as of the date of valuation of the equitized level-I enterprise.

b) The persons specified at Point a, Clause 1 of this Article shall be entitled to purchase a maximum of 100 shares for each year of actual employment in the state sector, at a selling price equal to 60% of the par value of a share (VND 10,000/share);

c) Employees representing contracting households (with each household designating one representative) who hold long-term, stable contracts with the agricultural or forestry company as of the date of its valuation, shall, as of the date of its conversion into a joint-stock company, be entitled to purchase up to 100 shares for each actual year of contracting with the company, at a price equal to 60% of the share's par value (VND 10,000/share);

d) The difference between the price of shares sold to employees and the par value of shares prescribed in Clause 1 of this Article shall be subtracted from the value of the state capital finalized as of the date of official conversion of the enterprise into a joint-stock company;

dd) The quantity of shares sold at the preferential price prescribed in this Clause shall not be transferred by employees within 03 years from the date they pay for such shares;

e) The total value of the shares sold at preferential prices to employees calculated by par value shall not exceed the equity value recorded in the accounting books as of the date of enterprise valuation.

2. Employees working under employment contracts and managers of the equitized enterprise who, as of the date of enterprise valuation, are required by the enterprise and commit to long-term employment of at least 03 years for the enterprise (from the date the enterprise is granted the enterprise registration certificate for the first time) may additionally purchase shares in accordance with the following regulations:

a) Each employee may additionally purchase 200 shares for each year of commitment to continued employment with the enterprise, with the total number of shares held not exceeding 2,000.

Particularly, each of the employees who are outstanding, highly qualified experts may additionally purchase 500 shares for each year of commitment to continued employment with the enterprise, with the total number of shares held not exceeding 5,000. The equitized enterprise shall, based on the specific characteristics of its business lines and sectors, establish and decide on the criteria for determining outstanding, highly qualified experts, which must be adopted unanimously at the enterprise’s all-hands meeting prior to equitization;

b) The price of the shares sold to employees who additionally purchase such shares as prescribed at Point a of this Clause shall be the reserve price approved by the owner-representing agency in the equitization plan;

c) Each employee shall only be granted the right to additionally purchase a specific quantity of shares as prescribed at Point a of this Clause;

d) The shares additionally purchased by employees as prescribed at Point a, Clause 2 of this Article shall be converted into ordinary shares after the expiry of the committed employment period.

In case where the joint-stock company changes its structure or technology, or relocates or reduces its production and business locations at the request of a competent state authority, resulting in employees having to terminate their employment contracts, resign, or lose their jobs in accordance with the Labor Code before the expiry of their committed employment period, the additionally purchased shares shall be converted into ordinary shares. In case where the employee wishes to sell back such volume of shares to the enterprise, the joint-stock company shall redeem them at a price close to the transaction price on the market.

In case where employees terminate their employment contracts before the expiry of their committed employment period, they must sell back to the joint-stock company all additionally purchased shares at a price close to the market transaction price but not exceeding the price at which they purchased such shares as of the date of equitization;

dd) The number of shares that an employee may additionally purchase as prescribed at Point a, Clause 2 of this Article shall be determined based on the committed employment period, up to the time of retirement if the employee works under normal working conditions as prescribed by the current Labor Code.

3. Employees of enterprises undergoing restructuring and conversion into joint-stock companies through the Vietnam Debt and Asset Trading Corporation as prescribed in Clause 2, Article 6 of this Decree shall be entitled to the policies prescribed in Clause 1 and Clause 2 of this Article, subject to the specific conditions of the enterprise and the restructuring plans approved by the competent authorities.

4. Employees wishing to additionally purchase shares more than the specific volume prescribed in Clause 1 and Clause 2 of this Article shall subscribe for shares at the public auctions as prescribed like other investors.

Article 44. Policies toward redundant employees

1. Employees working under employment contracts and the equitized enterprise’s employees who have been appointed to act as representatives of its capital contributions in other enterprises as of the date of its valuation, for whom suitable employment in the joint-stock company cannot be arranged under the employment plan, shall be entitled to benefits for redundant employees as prescribed by the law regulations.

2. The owner-representing agency shall consider and decide on suitable employment for enterprise managers. In case where suitable employment cannot be arranged for these employees despite all measures taken by the owner-representing agency, they shall be entitled to the same benefits as cadres and civil servants subject to public workforce streamlining in accordance with the law regulations.

3. Suitable employment for managers of a level-II enterprise shall be considered and decided by the Members' Council or President of the state-owned enterprise. In case where all measures have been taken but suitable employment cannot be arranged for them, they shall be entitled to the benefits prescribed by the law regulations on labor.

Section 7

Organization of implementation

Article 45. Conversion of single-member limited liability companies whose charter capital is wholly owned by state-owned enterprises into joint-stock companies

1. State-owned enterprises shall apply the regulations in Chapter II of this Decree when deciding on the conversion of enterprises whose charter capital is wholly owned by them into joint-stock companies, in a manner suitable to the actual situation and conditions, on the following principles:

a) It must be associated with the goal of enhancing business efficiency and the production, business and competitiveness capacity of the enterprise;

b) The rights and interests of employees and relevant parties must be ensured;

c) Compliance with legal regulations must be ensured, and the loss of capital and assets of the state-owned enterprise must be prevented.

2. By the date of enterprise valuation, unneeded, stagnant assets, and assets pending disposal that have not been handled, unless otherwise prescribed in Clause 3, Article 16 of this Decree, the level-II enterprise shall account the remaining book value of these assets into the production and business expenses of the enterprise and transfer these assets to the parent company for continuous management as well as disposal and sale thereof as prescribed. The proceeds from the disposal and sale of assets shall be accounted into the business results by the parent company.

3. The value of the level-II enterprise’s capital contribution in another single-member limited liability company (hereinafter referred to as the level-III enterprise) shall be determined in accordance with Point a, Point b, and Point c, Clause 3, Article 34 of this Decree.

4. Based on the enterprise valuation results for equitization already determined by the valuation consultancy and at the opinions of the owner-representing agency, the State Audit Office of Vietnam conducts an audit of the enterprise valuation results and the settlement of financial issues prior to valuation for level-II enterprises with equity of VND 1,800 billion or more as recorded in the accounting books as of the date of enterprise valuation.

5. The proceeds from the offering of shares of a level-II enterprise according to the account-finalization statement approved by a competent authority, after deducting the historical price (book value) of sold shares, equitization expenses, funding for redundant employees’ benefits, funding for employees’ incentives, and tax liabilities (if any) under regulations, shall be remitted into the parent company - the level-I enterprise within 05 working days from the date of the decision by the competent authority.

In case where the proceeds from the equitization of a level-II enterprise are insufficient to cover the expenses as prescribed (equitization expenses, funding for redundant employees' benefits, funding for employee incentives) during its equitization, the parent company shall make up the deficit and recognize it as a finance expense.

Article 46. Competence and responsibilities for conducting the equitization

1. The Prime Minister shall:

a) Decide to equitize economic groups, corporations, enterprises in which the State holds 100% of the charter capital prescribed in Appendix III to this Decree at the proposals of their respective owner-representing agencies and in accordance with the approved 05-year state capital restructuring plan;

b) Decide to approve the equitization plans of enterprises prescribed at Point a, Clause 1 of this Article;

c) Decide to assign the owner-representing agencies for the state capital portions at the enterprises prescribed at Point a, Clause 1 of this Article after equitization.

2. Owner-representing agencies shall:

a) Decide, based on the plan for restructuring state capital in enterprises under their management, on the equitization of level-I enterprises under their management, unless otherwise prescribed at Point a, Clause 1 of this Article;

b) Establish Steering Committees to assist the Prime Minister in considering and deciding on the equitization of the enterprises prescribed at Point a, Clause 1 of this Article and to assist the owner-representing agencies in carrying out equitization as prescribed in this Decree;

c) Decide to select the equitization consultancies and share auction organizations, and announce the enterprise value for the enterprises prescribed at Point a, Clause 1 of this Article.

Submit to the Prime Minister for approval the equitization plans of enterprises prescribed at Point a, Clause 1 of this Article.

Assign the Members’ Councils/Presidents of the level-I enterprises to decide on the selection of equitization consultancies and share auction organizations when equitizing the enterprises prescribed at Point a, Clause 2 of this Article;

d) Announce enterprise values and decide on equitization plans for the enterprises prescribed at Point a, Clause 2 of this Article, together with the draft Charters of the joint-stock companies formulated in accordance with the Law on Enterprises and relevant law regulations;

dd) Decide to approve debt trading plans for restructuring, and equitization plans of loss-making enterprises after obtaining written agreements from the Vietnam Debt and Asset Trading Corporation and the enterprises’ creditors on the debt trading plans for enterprise restructuring as prescribed in Clause 2, Article 6 of this Decree.

The time limit for completing the approval of debt trading plans for restructuring, and equitization plans of loss-making enterprises prescribed in Clause 2, Article 6 of this Decree shall not exceed 03 months from the date of the decisions announcing the enterprise values;

e) Decide to adjust equitization plans and the state capital portions in the joint-stock companies in accordance with the regulations; and decide on the transfer of surplus assets (if any) to the Vietnam Debt and Asset Trading Corporation as prescribed in Clause 4, Article 12 of this Decree;

g) Approve employment plans and employee redundancy plans of equitized enterprises;

h) Within the time limit prescribed in Clause 4, Article 23 of this Decree, coordinate with relevant authorities to approve the financial finalization; the account-finalization of equitization expenses; funding for supporting redundant employees; proceeds from equitization; and announce the actual values of the state capital portions as of the date the joint-stock companies are granted enterprise registration certificates for the first time (including those prescribed at Point a, Clause 1 of this Article);

i) Guide, inspect, and supervise the equitization process of the enterprises under their management with respect to the matters prescribed in this Decree;

k) Settle issues, complaints, and denunciations at equitized enterprises within their competence in accordance with the applicable law regulations;

l) Direct equitized enterprises to submit public company registration dossiers in case where such enterprises meet the conditions of public companies; carry out the registration and depository of shares they won at the auctions at the Vietnam Securities Depository and Clearing Corporation; and register for trading and listing on securities trading markets in accordance with the law on securities;

m) Direct equitized enterprises to prepare dossiers and transfer the right to represent the state capital portions in the joint-stock companies (converted from state-owned enterprises) to other owner-representing agencies or to the State Capital Investment Corporation in accordance with the regulations;

Approve criteria for and select strategic investors for enterprises offering shares to strategic investors, including the enterprises prescribed at Point a, Clause 1 of this Article.

3. Competence, responsibilities, and composition of the Steering Committee:

a) The Steering Committee has the following competence and responsibilities:

a1) To assist the authorities deciding on the equitization in directing and organizing the equitization of the enterprise(s) as prescribed in this Decree.

a2) To use the seal of the owner-representing agency while performing its duties.

a3) To establish an assisting team to help conducting the equitization at the enterprise.

a4) To direct the enterprise, based on the approved plan for restructuring state capital in the enterprise, to:

Proactively prepare legal dossiers and documents relating to the enterprise’s assets (including buildings and land); prepare a statistical table of the current land use for the land currently managed and used by the enterprise as prescribed by law upon equitization as of the date of enterprise valuation; and conduct asset inventory and debt reconciliation as of the date the financial statements are prepared in accordance with the law regulations.

Formulate an equitization schedule (including milestones for each step) and submit it to the owner-representing agency for approval. If the equitization schedule is not fulfilled, the enterprise’s leadership shall be deemed to have failed to complete their assigned tasks.

a5) To direct the settlement of financial and employment issues, to organize the enterprise valuation as prescribed in this Decree.

a6) To report to the owner-representing agency the method to be selected for the initial offering of shares.

a7) To direct the formulation of the equitization plan and the draft initial Charter of the joint-stock company.

a8) To direct the formulation of the employment plan and submit it to the owner-representing agency for approval.

a9) To review and report to the owner-representing agency or the Members' Council/President of the level-I enterprise to decide on selecting the equitization consultancy and the share auction organization;

a10) To review and report to the owner-representing agency the enterprise value to be announced and the equitization plan to be approved within its competence.

a11) To direct the equitized enterprise to coordinate with auction organization to offer shares in accordance with the regulations.

a12) To direct the equitized enterprise to determine the equitization proceeds in accordance with the form of enterprise equitization, compile the account-finalization statements (the financial account-finalization by the time it is officially converted into a joint-stock company, the account-finalization of equitization expenses, funding for redundant employees’ benefits, funding for the incentives for employees and the trade union) and report them to the competent authorities for approval.

a13) To consolidate and report the share offering results to the owner-representing agency.

a14) To consolidate and submit the equitization plan and the enterprise value to the owner-representing agency for its decision on adjustments thereto after the enterprise is converted into a joint-stock company.

a15) To coordinate with relevant authorities to review and report to the owner-representing agency for decision on approving the financial statement by the time it is officially converted into a joint-stock company; the account-finalization of equitization expenses; funding for supporting redundant employees; proceeds from equitization, and decision on announcing the actual value of the state capital portion as of the date the joint-stock company is granted the enterprise registration certificate for the first time.

a16) To consider and propose to the owner-representing agency the appointment of the representative for the state capital portion/the level-I enterprise’s capital portion contributed in the equitized enterprise.

a17) To direct the equitized enterprise to timely and fully disclose the equitization process on the Government’s Web Portal and send it to the Ministry of Finance and the Steering Committee for Enterprise Renewal and Development for monitoring;

b) The members of the Steering Committee shall be decided by the Minister, Head of ministerial-level agency, Head of government-attached agency, or Chairperson of the People's Committee of the province or municipality.

For the enterprises prescribed at Point a, Clause 1 of this Article, the Steering Committee shall include representatives of the Steering Committee for Enterprise Renewal and Development and the Ministry of Finance at the proposal of the owner-representing agency.

4. The trade union at the equitized enterprise shall coordinate with the Steering Committee to:

a) Communicate and advocate the State’s equitization policy to officials and employees of the equitized enterprise;

b) Involve in supervising the equitization process;

c) Appoint a representative of the trade union's capital portion to run for the Board of Directors or the Supervisory Board of the joint-stock company as prescribed by the law regulations;

d) Use the trade union’s fund in accordance with legal regulations to purchase shares in the enterprise, participate in enterprise management as a shareholder, and protect the rights of employees of the enterprise in accordance with the law regulations.

Article 47. Reporting requirements

Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, Chairpersons of People's Committees of provinces and municipalities, Members' Councils/Presidents of parent companies of economic groups, parent companies of state-owned corporations, parent companies in parent company - subsidiary conglomerates shall promptly report to the Steering Committee for Enterprise Renewal and Development and the Ministry of Finance relevant matters during the equitization process such as: decisions announcing enterprise value and adjusting enterprise value (if any), equitization plans, decisions approving the value of the state capital portion as of the date of official conversion into joint-stock companies, account-finalization and handover to the joint-stock companies. Concurrently, they shall direct the equitized enterprises to fully and promptly disclose the information prescribed in Clause 1, Article 13 of this Decree.

Article 48. Equitization sequence

1. Formulate the equitization plan

a) Establish the Steering Committee and its assisting team.

a1) Based on the approved plan on restructuring of state capital in the enterprise, the competent authority shall issue a decision to equitize the enterprise and a decision to establish the Steering Committee enclosed with the plan and roadmap for implementing the equitization.

a2) The Head of the Steering Committee shall select and issue a decision to establish the equitization assisting team within 05 working days from the date the decision on establishment of the Steering Committee is issued.

a3) After the competent authority issues the decision to equitize the enterprise, the Steering Committee and the assisting team shall coordinate with the equitized enterprise and the consultancy (if any) to consider and decide on the implementation of procedures for communicating and exchanging information with investors regarding matters related to the enterprise’s production and business operations, financial position, and the need to select strategic investors, enabling investors to obtain information for making decisions on investment in the enterprise;

b) Prepare dossiers and documents.

The Steering Committee shall direct the assisting team to coordinate with the enterprise in preparing relevant dossiers and documents including:

b1) Legal dossiers on enterprise establishment.

b2) Legal dossiers on assets, capital sources, and debts of the enterprise.

b3) Financial statements and tax finalization report of the company for the period ended the date of enterprise valuation.

b4) Estimated equitization expenses in accordance with the regulations.

b5) The statistical table of current land use currently managed and used by the enterprise as prescribed by the law regulations upon equitization as of the date of enterprise valuation.

b6) Compile the list of employees and the employment plan regarding the employees it is currently managing.

b7) Selection of the method and form of enterprise valuation, selection of the date of enterprise valuation aligning to enterprise's conditions and in accordance with guiding documents related to equitization;

c) The Steering Committee shall direct the assisting team to coordinate with the equitized enterprise in preparing relevant dossiers and documents and submitting them to the owner-representing agency to decide on the approval of the equitization expense estimate and the selection of the equitization consultancy in accordance with the regulations;

d) Make inventory, settle financial issues and organize enterprise valuation.

d1) The equitized enterprise shall coordinate with the consultancy to:

Conduct an inventory and classification of assets; carry out financial account-finalization and tax finalization; and coordinate with relevant authorities to address financial issues as of the date of enterprise valuation.

Compile a statistical table of the land currently managed and used by the enterprise in accordance with the law regulations.

Organize the enterprise valuation.

d2) The Steering Committee shall direct the assisting team to coordinate with the equitized enterprise and the consultancy to conduct the enterprise valuation in accordance with the regulations. In case where the consultancy has the function of valuation, it may be engaged on a package basis to formulate the equitization plan, determine the enterprise value, and organize the offering of shares;

dd) Decide and announce the enterprise value.

The Steering Committee shall review the asset inventory and classification results and the enterprise valuation results, and report them to the owner-representing agency for decision on announcing the enterprise value.

For the enterprises falling within the scope of audit as prescribed in this Decree, the Steering Committee shall submit to the owner-representing agency for decision on the enterprise value and send a written request, enclosed with the relevant dossier, to the State Audit Office of Vietnam for auditing the valuation consultancy results and the settlement of financial issues before the official announcement of the equitized enterprise’s value.

The decision announcing the enterprise value must clearly state the debts and assets excluded from enterprise valuation to be handed over to the Vietnam Debt and Asset Trading Corporation as prescribed in Clause 2, Article 16 and Clause 2 and Clause 3, Article 17 of this Decree;

e) Finalize the equitization plan and submit it to the competent authority for approval.

e1) Based on the decision announcing the equitized enterprise’s value and the actual situation of the enterprise, the Steering Committee shall direct the assisting team to coordinate with the enterprise and the consultancy to formulate the enterprise equitization plan. The equitization plan shall contain the following primary details:

The actual state of the company as of the date of enterprise valuation.

The enterprise valuation results and the issues to be further addressed.

The form of equitization and charter capital based on the operational requirements of the joint-stock company.

The charter capital structure, reserve price, and issuance methods shall comply with regulations.

The draft organization and operation charter of the joint-stock company in accordance with the Law on Enterprises and current legislative documents.

The employment rearrangement plan already approved by the owner-representing agency.

The production and business operation plan for the next 3-5 years.

The statistical table of the land currently managed and used by the enterprise in accordance with the law regulations.

e2) The Steering Committee shall direct the assisting team to coordinate with the equitized enterprise and the consultancy to organize the public disclosure of the equitization plan and send it to each department of the enterprise for review before the (ad-hoc) all-hands meeting.

After the all-hands meeting, the assisting team and the equitized enterprise shall coordinate with the consultancy to finalize the equitization plan and submit it to the owner-representing agency for approval.

e3) The Steering Committee shall review the equitization plan and report the results of its review to the owner-representing agency for approval of the plan within its competence.

For the enterprise whose actual enterprise value is lower than its payables as prescribed in Clause 2, Article 6 of this Decree, the owner-representing agency shall direct the Steering Committee and the enterprise to coordinate with the Vietnam Debt and Asset Trading Corporation and the enterprise's creditors to formulate a debt trading plan that must be feasible and effective for restructuring the enterprise. Depending on the effectiveness and feasibility of the debt trading plan, the owner-representing agency shall decide on approving such plan for restructuring of the enterprise or otherwise conduct other forms of conversion as prescribed by the law regulations.

2. Implement the equitization plan

a) The Steering Committee shall direct the enterprise to coordinate with intermediary consultancies to organize the share offering under the approved equitization plan and this Decree;

b) The Steering Committee shall direct the enterprise to sell preferred shares to employees and the trade union of the enterprise (if any) under the approved plan;

c) Based on the consolidated results of share offerings to those specified in the equitization plan, the Steering Committee shall direct the enterprise to remit the proceeds from equitization to the state budget in accordance with the regulations.

If the shares are not fully sold to those specified in the approved equitization plan, the Steering Committee shall report to the owner-representing agency for decision on adjustments to the scale and shareholding structure of the equitized enterprise;

d) The Steering Committee shall report to the owner-representing agency for a decision on the appointment of a representative for the state capital portion remaining in the joint-stock company after equitization. Such representative shall exercise the rights and obligations of the state capital owner’s representative in accordance with law regulations.

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

a) Organize the first General Meeting of Shareholders and conduct the enterprise registration.

a1) The Steering Committee shall direct the assisting team, the representative of the state capital portion (if any), and the enterprise to organize the first General Meeting of Shareholders to adopt the organization and operation charter and the operating plan, elect the Board of Directors, Supervisory Board, and executive management of the joint-stock company.

a2) Based on the results of the first General Meeting of Shareholders, the Board of Directors of the joint-stock company shall conduct the enterprise registration in accordance with the regulations;

b) Conduct the account-finalization and handover between the enterprise and the joint-stock company.

b1) Within 90 days from the date the enterprise registration certificate is granted for the first time, the Steering Committee shall direct the assisting team and the enterprise to prepare the financial statements for the period ended the date the joint-stock company is granted the business registration certificate for the first time, conduct tax finalization, audit the financial statements, and carry out the account-finalization of equitization expenses, and report them to the owner-representing agency.

b2) Based on the results of the revaluation of the state capital portion as of the date of enterprise registration by the owner-representing agency, the Steering Committee shall direct the Assisting Team and the enterprise to organize the handover between the enterprise and the joint-stock company.

b3) Organize the launch of the joint-stock company and disclose it on mass media in accordance with the regulations.

During this process, the authority deciding on the equitization, the Steering Committee, the assisting team, and the enterprise may carry out multiple steps in parallel in order to accelerate the equitization process of the enterprise.

Chapter III

CONVERSION OF ENTERPRISES IN WHICH THE STATE HOLDS 100% OF THE CHARTER CAPITAL INTO LIMITED LIABILITY COMPANIES WITH TWO OR MORE MEMBERS AND CONVERSION OF ENTERPRISES IN WHICH THE STATE HOLDS BETWEEN MORE THAN 50% AND LESS THAN 100% OF THE CHARTER CAPITAL

Section 1

Conversion of enterprises in which the State holds 100% of the charter capital into limited liability companies with two or more members

Article 49. Conditions and forms of conversion of enterprises into limited liability companies with two or more members

1. Enterprises in which the State holds 100% of the charter capital may be converted into limited liability companies with two or more members when they meet the conditions similar to equitized enterprises (not applicable to agricultural and forestry companies undergoing conversion).

2. An enterprise in which the State holds 100% of its charter capital may be converted into a limited liability company with two or more members by partially transferring the existing state capital in the enterprise.

Article 50. Principles for conversion of enterprises into limited liability companies with two or more members

1. The financial settlement, enterprise valuation and revaluation, hiring of enterprise valuation consultancies, determination of the reserve price, and formulation of the enterprise conversion plan shall comply with the regulations on the conversion of enterprises in which the State holds 100% of the charter capital into joint-stock companies as prescribed in Chapter II of this Decree.

2. Based on the charter capital structure, the offering ratio, and the investor selection criteria approved by the competent authority in the plan for conversion into a limited liability company with two or more members, the auction of the state capital portion shall be conducted in accordance with the regulations of Chapter II of this Decree on the conversion of enterprises in which the State holds 100% of the charter capital into joint-stock companies. Winning investors shall be selected in descending order of bids, ensuring that the maximum number of investors does not exceed 50 as prescribed in Clause 5, Article 51 of this Decree.

Article 51. Details of the plan on conversion of an enterprise into a limited liability company with two or more members

The conversion plan includes the following primary details:

1. The actual state of the enterprise as of the date of enterprise valuation.

2. The enterprise valuation results and the issues to be further addressed.

3. Criteria for selecting an investor as the transferee of the state capital portion with respect to the business line, field of operation, financial capacity, corporate governance, technology, and market.

4. The charter capital required for production and business operations of the enterprise.

5. The charter capital structure, reserve price, and method for transferring the capital portion, which shall be determined based on the following principle: Depending on the size, characteristics of the business lines, and development requirements of the enterprise, the minimum capital portion that an investor may subscribe for shall be specifically determined to ensure that the number of members does not exceed 50 in accordance with the law on enterprises. The required minimum subscription in the conversion plan must not be discriminatory against investors of different economic sectors.

6. The draft organization and operation charter of the limited liability company with two or more members in accordance with the Law on Enterprises and current legislative documents.

7. The plan for rearranging the employees it is currently managing.

8. The production and business operation plan for the next 3-5 years.

9. The statistical table of current land use currently managed and used by the enterprise as prescribed by the law regulations, formulated by the enterprise.

Article 52. Competence and responsibilities for conversion

1. For economic groups, corporations, state-owned enterprises prescribed in Appendix III to this Decree:

a) The Prime Minister shall base her/himself on the plan on restructuring of state capital in enterprises approved by the her/him as prescribed at Point b, Clause 1, Article 101 of this Decree, to decide on the conversion, approve the enterprise conversion plan at the proposal of the owner-representing agency and the opinions of the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, and the line ministry; decide on the assignment of the owner-representing agency to manage the state capital portion in the enterprise after conversion;

b) The owner-representing agency shall decide to select the valuation consultancy and the auction organization to auction the state capital portion, and sign, by itself or by the enterprise under its authorization, contracts with such organizations; approve the employment plan and the employee redundancy plan regarding the employees it is currently managing; announce the enterprise valuation results; submit to the Prime Minister for approval the plan on conversion of the enterprise into a limited liability company with two or more members; decide to approve the financial account-finalization; the account-finalization of conversion expenses; funding for supporting redundant employees; proceeds from the conversion, and decide on announcing the actual value of the state capital portion as of the date the limited liability company with two or more members is granted the enterprise registration certificate for the first time;

c) The owner-representing agency shall settle issues, complaints, and denunciations related to the enterprise conversion within its competence as prescribed by applicable law regulations;

d) The owner-representing agency shall guide, inspect, and supervise the enterprise conversion process regarding the matters prescribed in this Decree.

2. For an enterprise which the owner-representing agency decided to establish or is assigned to manage, unless otherwise prescribed at Point a, Clause 1 of this Article, the owner-representing agency shall:

a) Base itself on the plan for restructuring of state capital in enterprises under its management to decide on the approval of the enterprise conversion plan;

b) Decide to select the valuation consultancy and the auction organization to auction the state capital portion, and sign, by itself or by the enterprise under its authorization, contracts with such organizations; announce the enterprise valuation results; decide to approve the plan on conversion of the enterprise into a limited liability company with two or more members; decide to approve the financial account-finalization; the account-finalization of conversion expenses; funding for supporting redundant employees; proceeds from the conversion, and decide on announcing the actual value of the state capital portion as of the date the limited liability company with two or more members is granted the enterprise registration certificate for the first time;

c) Fulfill the responsibilities prescribed at Point c, d, Clause 1 of this Article.

3. Competence and responsibilities of the enterprise to be converted:

a) To proactively prepare dossiers and documents for the formulation of the conversion plan; to settle financial issues and organize the enterprise valuation in accordance with the law regulations;

b) To submit to the owner-representing agency for decision or approval within its competence the matters prescribed at Point b, Clause 1 of this Article or Point b, Clause 2 of this Article;

c) To sign contracts for hiring an enterprise valuation consultancy and a state capital auction organization as authorized by the owner-representing agency;

d) To implement the plan and complete the conversion into a limited liability company with two or more members;

dd) To carry out procedures to register the conversion into a limited liability company with two or more members at the business registration office. The enterprise registration dossier shall comply with the Government’s regulations on enterprise registration. In such dossier, the transfer contract or documents evidencing completion of the transfer may be replaced by the decision of the owner-representing agency announcing the actual value of the state capital portion in the enterprise after the sale of the state capital portion, or by the decision of the owner-representing agency appointing the representative of the state capital portion (if any).

Article 53. Policies toward employees and holders of leadership and managerial titles

1. Employees continuing to work at the enterprise after conversion shall sign new employment contracts.

2. Employees whose employment contracts are terminated shall enjoy severance and job loss allowances as prescribed by the law regulations on labor or policies for redundant employees upon ownership conversion of enterprises in which the State holds 100% of the charter capital.

3. Retirement-eligible employees shall receive their retirement benefits in accordance with the law on social insurance and other benefits in accordance with the law on labor.

4. The owner-representing agency shall, on a case-by-case basis, arrange suitable employment for the appointed President and members of the Members' Council or the appointed President, Chief Executive Officer (Director), Supervisors after the conversion. In case where suitable employment cannot be arranged for those who hold appointed positions, they shall be entitled to public workforce streamlining benefits as prescribed.

Article 54. Management and use of proceeds from conversion of enterprises in which the State holds 100% of the charter capital into limited liability companies with two or more members

The proceeds from the conversion of enterprises in which the State holds 100% of the charter capital into limited liability companies with two or more members, after deducting the conversion expenses and benefits for employees and holders of leadership and managerial titles, shall be remitted to the state budget in accordance with decentralization regulations.

Section 2

Conversion of enterprises in which the State holds between more than 50% and less than 100% of their charter capital

Article 55. Forms of conversion of enterprises in which the State holds between more than 50% and less than 100% of their charter capital

1. A joint-stock company in which the State holds more than 50% but less than 100% of its charter capital shall be converted into a single-member limited liability company in the following forms:

a) One shareholder receives all respective shares transferred from all other shareholders;

b) An organization or individual not being a shareholder receives all shares transferred from all of the company’s shareholders;

c) The company has only 01 shareholder remaining.

2. A joint-stock company in which the State holds more than 50% but less than 100% of its charter capital shall be converted into a limited liability company with two or more members in the following forms:

a) It may be converted into a limited liability company with two or more members without raising additional capital or transferring shares to other organizations or individuals;

b) It may be converted into a limited liability company with two or more members while concurrently raising additional capital from other contributing organizations or individuals;

c) It may be converted into a limited liability company with two or more members while concurrently transferring all or part of its shares to other contributing organizations or individuals;

d) The company has only 02 shareholders remaining;

dd) The forms prescribed at Points a, b, and c of this Clause may be combined with other forms.

3. A limited liability company with two or more members, in which the State holds more than 50% but less than 100% of its charter capital, shall be converted into a joint-stock company in the following forms:

a) It may be converted into a joint-stock company without raising capital from additional contributing organizations or individuals and selling capital contributions to other organizations or individuals;

b) It may be converted into a joint-stock company by raising capital from additional contributing organizations or individuals;

c) It may be converted into a joint-stock company by selling all or part of its capital contribution(s) to other organization(s) or individual(s);

d) The forms prescribed at Points a, b, and c of this Clause may be combined with other forms.

Article 56. Principles and competence for deciding on conversion

1. The conversion of enterprises as prescribed in Article 55 of this Decree shall comply with the Law on Enterprises and the criteria for classification of wholly and partially state-owned enterprises under the decision of the Prime Minister.

2. The reserve price and the methods of transfer of shares and state capital contributions for enterprise conversion shall be determined in accordance with the regulations on the transfer of state capital in enterprises prescribed in Chapter V of this Decree.

3. The representative of the state capital portion at the enterprise shall formulate a plan for the transfer/receipt of shares and capital contributions and submit it to the owner-representing agency for consideration and decision on the implementation of the enterprise conversion plan. For the conversion of enterprises prescribed in Appendix III to this Decree, the owner-representing agency shall, based on the report of the representative of the state capital portion, report to the Prime Minister for consideration and decision.

Article 57. Details of the enterprise conversion plan

The conversion plan includes the following primary details:

1. The actual state of the enterprise as of the date of enterprise valuation.

2. The enterprise valuation results and the issues to be further addressed.

3. Criteria for selecting an investor as the transferee of the state capital portion with respect to the business line, field of operation, financial capacity, corporate governance, technology, and market.

4. The charter capital required for production and business operations of the enterprise, the charter capital structure of the enterprise after conversion.

5. The draft organization and operation charter of the enterprise after conversion in accordance with the Law on Enterprises and current legislative documents.

6. The production and business operation plan for the next 3-5 years.

Article 58. Management and use of proceeds from conversion of enterprises in which the State holds between more than 50% and less than 100% of their charter capital

Proceeds from the transfer of shares and state capital contributions for enterprise conversion, after deducting the expenses for such transfer as prescribed, shall be remitted to the state budget in accordance with the decentralization regulations.

Chapter IV

MERGER, ACQUISITION, SPLIT-UP, SPIN-OFF, AND DISSOLUTION OF ENTERPRISES

Section 1

Merger, acquisition, split-up, spin-off of enterprises in which the State holds 100% of their charter capital and those in which the State holds 50% of their charter capital

Article 59. Merger, acquisition, split-up, spin-off of enterprises

1. Merger of enterprises:

Two or more enterprises in which the State holds 100% of their charter capital or enterprises whose charter capital is wholly owned by enterprises in which the State holds 100% of the charter capital (hereinafter referred to as merging companies) may be merged into a new enterprise in which the State holds 100% of its charter capital (hereinafter referred to as the resultant company), and the merging companies cease to exist. The cases of merger include:

a) Two or more enterprises in which the State holds 100% of their charter capital are merged with each other;

b) Enterprise(s) in which the State holds 100% of its charter capital and enterprise(s) whose charter capital is wholly owned by enterprises in which the State holds 100% of the charter capital are merged into a new enterprise in which the State holds 100% of its charter capital.

2. Enterprise acquisition:

Enterprise(s) in which the State holds 100% of the charter capital or enterprise(s) whose charter capital is wholly owned by enterprises in which the State holds 100% of the charter capital (hereinafter referred to as the acquired companies) may be acquired by an enterprise in which the State holds 100% of its charter capital (hereinafter referred to as the acquiring company) by transferring all assets, rights, obligations, and legitimate interests to the acquiring company, and the acquired companies cease to exist. The cases of enterprise acquisition include:

a) Enterprise(s) in which the State holds 100% of the charter capital is acquired by an enterprise in which the State holds 100% of its charter capital;

b) Enterprise(s) whose charter capital is wholly owned by a state-owned enterprise is acquired by an enterprise in which the State holds 100% of its charter capital.

3. Split-up of enterprises in which the State holds 100% of the charter capital:

An enterprise in which the State holds 100% of its charter capital may split its existing assets, rights, and obligations (hereinafter referred to as the split-up company) to establish two or more new enterprises in which the State holds 100% of the charter capital, and the split-up company ceases to exist.

4. Spin-off of enterprises in which the State holds 100% of the charter capital:

An enterprise in which the State holds 100% of its charter capital may spin off part of its existing assets, rights, and obligations (hereinafter referred to as the original company) to establish enterprise(s) in which the State holds 100% of the charter capital (hereinafter referred to as the spun-off companies) and the original company still survives.

5. Financial settlement upon merger, acquisition, split-up, and spin-off of enterprises

a) The merger, acquisition, split-up, or spin-off shall be conducted on the principle that the enterprise value shall not be re-valuated;

b) Based on the decision of the competent authority prescribed in Article 61 of this Decree, the enterprise, after the merger, acquisition, split-up, or spin-off, shall prepare financial statements for the period ended the effective date of the decision, wherein:

In case of merger or acquisition, the financial statements shall be prepared on the principle of aggregating all capital and assets of the merging or acquired enterprises.

In case of split-up or spin-off, the financial statements of the enterprise after the split-up or spin-off shall be prepared based on the results of the division of capital and assets of the enterprise in accordance with the split-up or spin-off scheme prescribed in Clause 2, Article 62 of this Decree.

Article 60. Conditions for merger, acquisition, split-up, and spin-off of enterprises

The enterprises prescribed in Article 59 of this Decree may be merged, acquired, split up, spun off when fully meeting the following conditions:

1. The new enterprises established after the split-up or spin-off must fully meet the following conditions:

a) Their business lines and fields of operation fall within the scope of state capital investment as prescribed by the law regulations on the management and investment of state capital in enterprises;

b) They ensure sufficient charter capital as prescribed upon their establishment;

c) They have valid dossiers as prescribed in Article 62 of this Decree;

d) The establishment of such enterprises conforms to the socio-economic development strategy and plan, and the national sectoral master plan.

2. The merger or acquisition of enterprises must ensure comply with the regulations of the Law on Competition regarding corporate mergers and acquisitions.

Article 61. Competence to decide on merger, acquisition, split-up, and spin-off of enterprises

1. The Prime Minister shall decide on the merger, acquisition, split-up, and spin-off of economic groups, corporations, state-owned enterprises prescribed in Appendix III to this Decree at the proposal of their owner-representing agencies, in the following cases:

a) Merger, acquisition, split-up, and spin-off of parent companies of economic groups and state-owned corporations;

b) Merger or acquisition of enterprises in which the State holds 100% of their charter capital with the same owner-representing agency or different owner-representing agencies into a parent company of an economic group or state-owned corporation;

c) Merger or acquisition of enterprises in which the parent company of an economic group or a state-owned corporation holds 100% of their charter capital into/with such parent company;

d) Merger or acquisition of enterprises whose charter capital is wholly owned by other state-owned enterprises into/with the parent company of an economic group or a state-owned corporation.

2. Base itself on the plan for restructuring of state capital in enterprises under its management to decide on the merger, acquisition, split-up, and spin-off of enterprises under its management in which the State holds 100% of their charter capital. In case of merger or acquisition of enterprises in which the State holds 100% of the charter capital under different owner-representing agencies, one of the owner-representing agencies shall decide on the merger or acquisition based on the written agreement of the other owner-representing agencies, unless otherwise prescribed in Clause 1 of this Article.

3. The owner-representing agency shall decide on the merger of an enterprise in which the State holds 100% of the charter capital under its management with enterprises wholly owned by such enterprise. In case where an enterprise in which the State holds 100% of its charter capital is acquired by an enterprise whose charter capital is wholly owned by another enterprise in which the State holds 100% of its charter, the owner-representing agency of the acquiring enterprise shall issue the acquisition decision based on the written agreement of the parent company of the acquired enterprise.

4. The Members' Council/President of the enterprise in which the State holds 100% of its charter capital shall decide on the merger, acquisition, split-up, or spin-off of the enterprise whose charter capital is wholly owned by the state-owned enterprise. In case of merger or acquisition of enterprises whose charter capital is wholly owned by different enterprises in which the State holds 100% of the charter capital, the Members’ Council/President of one of the enterprises in which the State holds 100% of the charter capital shall decide on such merger or acquisition based on the written agreement of the Members’ Councils/Presidents of the other enterprises.

Article 62. Dossier of proposal of merger, acquisition, split-up, or spin-off

1. The dossier of proposal of merger, acquisition, split-up, or spin-off shall comprise:

a) The written proposal of the merger, acquisition, split-up, or spin-off;

b) The scheme for merger, acquisition, split-up, or spin-off;

c) The audited financial statements of the immediately preceding year of the enterprise and the financial statements of the quarter closest to the date of merger, acquisition, split-up, or spin-off;

d) The draft Charter of the new enterprise(s) formed after the merger, split-up, or spin-off. The draft charter of the enterprise after the acquisition if changes are made to the charter;

dd) The draft merger or acquisition contract as prescribed in Article 200, Article 201 of the Law on Enterprises in case of merger or consolidation;

e) Other documents related to the merger, acquisition, split-up, or spin-off (if any).

2. The scheme for merger, acquisition, split-up, or spin-off shall contain the following primary details:

a) Names and addresses of enterprises before and after merger, acquisition, split-up, or spin-off;

b) The necessity of the enterprise merger, acquisition, split-up, or spin-off; conformity with the socio-economic development strategy and plan, and the national sectoral master plan;

c) The charter capital of the enterprise(s) after the merger, acquisition, split-up, or spin-off;

d) The employment arrangement plan;

dd) The financial plans, conversion plans, capital plans and asset handover plans and the rights and obligations to be fulfilled of the enterprise(s) related to the merger, acquisition, split-up, or spin-off;

e) The timeframe of the merger, acquisition, split-up, or spin-off;

g) In case where the merger, split-up, or spin-off results in new enterprises, the merger, split-up, or spin-off scheme shall contain additional details regarding the schemes for establishment of the new enterprises as prescribed by the Government on the management and investment of state capital in enterprises.

Article 63. Merger and acquisition sequence

1. Sequence of the merger and acquisition to be decided by the Prime Minister:

a) The owner-representing agency directs one of the merging companies (in case of merger) or the acquiring company (in case of acquisition) to compile the dossier of proposal of the merger or acquisition as prescribed in Article 62 of this Decree, provide opinions on the merger or acquisition and send 01 original dossier to the Ministry of Finance for appraisal;

b) After it receives the full dossier of proposal of the merger or acquisition from the owner-representing agency, the Ministry of Finance shall assume the prime responsibility for seeking opinions from the Ministry of Home Affairs, the Ministry of Justice, the line ministry and relevant authorities (if necessary).

Within 15 working days from the date they receive the dossier of proposal of the merger or acquisition, relevant authorities shall send their written opinions on the matters within the scope of their management to the Ministry of Finance for consolidating into an appraisal report;

c) Within 10 working days from the date it receives opinions of relevant authorities, the Ministry of Finance shall report to the Prime Minister the appraisal report on the dossier of proposal of the merger or acquisition, and concurrently send it to the owner-representing agency to acquire its opinions and explanations on the appraisal.

In case where there are different opinions on the primary details of the dossier, the Ministry of Finance shall organize a meeting with relevant authorities before reporting the appraisal to the Prime Minister; the time limit may be extended by no more than 10 working days;

d) The owner-representing agency shall assimilate opinions and provide explanations in response to the appraisal of the Ministry of Finance, finalize the dossier, and submit it to the Prime Minister for consideration and decision.

2. Sequence of the merger and acquisition to be decided by the owner-representing agency:

a) Enterprises in which the State holds 100% of their charter capital shall coordinate with each other to reach agreement on compiling the dossier of proposal of the merger or acquisition as prescribed in Article 62 of this Decree and submit it to the authorities that decided on their establishment or are assigned to manage them for consideration and decision;

b) Within 30 working days from the date they receive the dossier of proposal of the merger or acquisition, the competent authorities prescribed in Article 61 of this Decree shall appraise and approve the Dossier and issue a decision on merger or acquisition.

3. After the merger or acquisition decision is issued, the legal representatives of the enterprises shall jointly sign the merger or acquisition contract and implement the merger or acquisition scheme.

The acquiring enterprise and the enterprise in which the State holds 100% of its charter capital established resulting from the merger shall conduct enterprise registration procedures as prescribed by the law regulations.

Article 64. Split-up and spin-off sequence

1. Sequence for split-up or spin-off of enterprises decided by the Prime Minister:

a) The owner-representing agency directs the enterprise to compile the dossier of proposal of split-up or spin-off as prescribed in Article 62 of this Decree and send 01 original dossier to the Ministry of Finance for appraisal;

b) After it receives the full dossier of proposal of the split-up or spin-off, the Ministry of Finance shall assume the prime responsibility for seeking opinions from the Ministry of Home Affairs, the Ministry of Justice, the line ministry and relevant authorities (if necessary).

Within 15 working days from the date they receive the dossier of proposal of the split-up or spin-off, relevant authorities shall send their written opinions on the matters within the scope of their management to the Ministry of Finance;

c) Within 10 working days from the date it receives opinions of relevant authorities, the Ministry of Finance shall report to the Prime Minister the appraisal report, and concurrently send it to the owner-representing agency to acquire its opinions and explanations on the appraisal.

In case where there are different opinions on the primary details of the dossier, the Ministry of Finance shall organize a meeting with relevant authorities before reporting the appraisal to the Prime Minister; the time limit may be extended by no more than 10 working days;

d) The owner-representing agency shall assimilate opinions and provide explanations in response to the appraisal of the Ministry of Finance, finalize the dossier, and submit it to the Prime Minister for consideration and decision on the split-up or spin-off;

dd) After the split-up or spin-off decision is issued, the enterprise decided to be split up or spun off by the Prime Minister shall implement the split-up or spin-off scheme.

2. Sequence for split-up or spin-off of enterprises in which the State holds 100% of the charter capital to be decided by the owner-representing agency:

a) The enterprise shall compile 01 original dossier of proposal of the split-up or spin-off as prescribed in Article 62 of this Decree, and send it to the owner-representing agency for appraisal;

b) After it receives the full dossier of proposal of the split-up or spin-off, the owner-representing agency shall assume the prime responsibility for seeking opinions from the Ministry of Finance and the line ministry (In case where the enterprise in which the State holds 100% of its charter capital is established under the decision of the provincial-level People's Committee).

Within 10 working days from the date they receive the dossier, relevant authorities shall send their written opinions on the matters within the scope of their management to the owner-representing agency;

c) Within 30 working days from the date it receives opinions of relevant authorities, the owner-representing agency shall issue a decision on the split-up or spin-off;

d) After the split-up or spin-off decision is issued, the enterprise decided to be split up or spun off shall implement the split-up or spin-off scheme.

3. The enterprise established on the basis of a split-up or spin-off shall conduct enterprise registration procedures as prescribed by the law regulations.

Article 65. Decisions on merger, acquisition, split-up, and spin-off of enterprises

1. The decision on merger, acquisition, split-up, or spin-off must clearly prescribe the takeover of rights and obligations of the merging enterprises, the acquired enterprises, or the enterprise that is split up or spun off.

2. The decision on merger, acquisition, split-up, or spin-off, and the merger or acquisition contract must be sent to all creditors and communicated to employees within 15 working days from the date of issuance.

Article 66. Policies applicable to employees and holders of leadership and managerial titles

1. Employees continuing to work at the enterprise after conversion shall sign new employment contracts.

2. Retirement-eligible employees shall receive their retirement benefits in accordance with the law on social insurance and other benefits in accordance with the law on labor.

3. Employees whose employment contracts are terminated shall be entitled to severance and job loss allowances as prescribed by the law regulations on labor or policies for redundant employees upon merger, acquisition, split-up, or spin-off of enterprises in which the State holds 100% of the charter capital.

4. The owner-representing agency shall, on a case-by-case basis, arrange suitable employment for the appointed President and members of the Members' Council or the appointed President, Chief Executive Officer (Director), Supervisors upon merger, acquisition, split-up, or spin-off. In case where suitable employment cannot be arranged for those who hold appointed positions, they shall be entitled to public workforce streamlining benefits as prescribed.

Article 67. Merger, acquisition, split-up, spin-off of enterprises in which the State holds between more than 50% and less than 100% of their charter capital

1. The merger, acquisition, split-up, spin-off of enterprises in which the State holds between more than 50% and less than 100% of their charter capital shall comply with the law regulations on enterprises. The merger, acquisition, split-up, or spin-off of joint-stock companies already registered for trading on the securities trading system or listed on the stock exchanges shall comply with the law regulations on securities.

2. The owner-representing agency shall direct the representatives of the state capital portions at the enterprises to reach agreement on compiling a dossier of proposal of the merger, acquisition, split-up, or spin-off as prescribed in Article 62 of this Decree; provides opinions on the dossier so that the representatives of the state capital portions can collect them for approval by the General Meetings of Shareholders or the Members' Councils in accordance with the law on enterprises.

Article 68. Other cases of merger and acquisition of state-owned enterprises

1. The state-owned enterprise(s) or the enterprise(s) in which the state-owned enterprises invested capital may be merged with/acquired by each other into a joint-stock company or a limited liability company with two or more members, in the following cases:

a) An enterprise in which the State holds 100% of its charter capital may be merged with/acquired by an enterprise in which the State holds less than 100% of its charter capital;

b) An enterprise in which the State holds 100% of its charter capital may be merged with/acquired by an enterprise partially owned by a state-owned enterprise;

c) An enterprise in which the State holds between more than 50% and less than 100% of its charter capital may be merged with/acquired by an enterprise wholly owned by a state-owned enterprise.

2. The merger or acquisition in the cases prescribed in Clause 1 of this Article must comply with Section 1, Chapter IV of this Decree and Article 200, Article 201 of the Law on Enterprises.

3. Competence to decide on the merger and acquisition:

a) The Prime Minister shall decide on the merger and acquisition in the cases prescribed in Clause 1 of this Article for the enterprises prescribed in Appendix III to this Decree at the proposal of their respective owner-representing agencies;

b) The owner-representing agencies shall decide on the merger and acquisition in the cases prescribed in Clause 1 of this Article for state-owned enterprises under their management, unless otherwise prescribed at Point a, Clause 3 of this Article.

4. The valuation of the enterprise, its shares and the state capital portion in the enterprise for the formulation of the financial plan for conversion, handover of capital and assets, and settlement of issues relating to the enterprise’s rights and obligations arising from the merger or acquisition shall comply with Chapter II and Chapter V of this Decree, taking into account the actual situation and conditions and ensuring a balance of interests among the enterprise, the State, and investors. The owner-representing agency and the Members' Council or President shall decide on, and be responsible for, selecting a valuation consultancy meeting all criteria as prescribed by the law regulations. The valuation consultancy may decide on and be responsible for the valuation method, ensuring compliance with the law regulations, objectivity, transparency, and the highest benefits for the State; taking legal accountability for the valuation results.

Section 2

Dissolution of enterprises in which the State holds 100% of the charter capital

Article 69. Competence to propose dissolution and decide on dissolution of enterprises

1. Competence to propose enterprise dissolution:

a) Enterprises in which the State holds 100% of their charter capital;

b) Owner-representing agencies;

c) Inspectorates, audit offices, tax offices, and other competent state authorities that detect enterprises required to be dissolved in the course of performing their duties within their competence.

2. Competence to decide on enterprise dissolution:

a) For enterprises prescribed in Appendix III to this Decree, the Prime Minister shall decide on their dissolution at the proposal of the owner-representing agency and based on the opinions of the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, and the line ministry;

b) Base itself on the plan for restructuring of state capital in enterprises under its management to decide on the dissolution of enterprises in which the State holds 100% of the charter capital under its management, unless otherwise decided by the Prime Minister.

Article 70. Enterprise dissolution sequence

1. Within 30 working days from the date the enterprise is found to fall into one of the cases where dissolution is required as prescribed by the law regulations on enterprises, the person competent to decide on enterprise dissolution shall issue a decision on dissolution and establish a Dissolution Council to carry out the enterprise dissolution steps.

2. The competent authority shall issue the enterprise dissolution decision containing the details prescribed in Article 71 of this Decree.

3. After the dissolution decision is issued:

a) The Dissolution Council shall execute the provisions in Article 73 of this Decree;

b) The enterprise shall execute the provisions in Article 74 of this Decree;

c) The tax office directly managing tax collection shall issue a notice confirming the enterprise's fulfillment of tax liabilities within 10 working days from the date it receives the enterprise's written request for confirmation of its fulfillment of tax liabilities.

4. The Dissolution Council shall automatically cease operation once the enterprise has completed all dissolution procedures in accordance with the law regulations and the business registration office has updated the enterprise’s status in the National Business Registration Database to “dissolved”.

Article 71. Enterprise dissolution decision

1. The decision to dissolve an enterprise in which the State holds 100% of its charter capital shall contain the following primary details:

a) Name and address of the head office of the dissolved enterprise;

b) Reason for dissolution;

c) Time limit and procedures for settling contracts and paying debts of the enterprise;

d) Plan for handling obligations arising from employment contracts;

dd) Full name and signature of the Chairperson of the Members' Council or the President of the dissolved enterprise.

2. Within 07 working days from the date the enterprise dissolution decision is issued, it must be sent to the dissolved enterprise and:

a) Employees within the enterprise;

b) The agency or organization proposing the enterprise dissolution;

c) Creditors and persons with related rights, obligations, and interests in case where the enterprise has unfulfilled financial obligations;

d) The professional agency under the provincial-level People's Committee in charge of finance, planning and investment, if the enterprise is dissolved under the decision of the Chairperson of the provincial-level People's Committee;

dd) The tax office directly managing tax collection from the enterprise;

e) The provincial-level People's Committee, the statistical office, the provincial-level business registration office of the locality where the dissolved enterprise locates its head office and the business registration offices of the localities where the enterprise locates its branches or representative offices.

Article 72. Dissolution Council for an enterprise in which the State holds 100% of its charter capital

1. The person competent to decide on enterprise dissolution shall establish the Dissolution Council for the enterprise. The Dissolution Council shall function as an advisory body to the person deciding on the dissolution regarding the organization of the enterprise dissolution. The members of the Dissolution Council shall comply with Clause 2, Clause 3 of this Article.

2. The Dissolution Council of the enterprise as prescribed at Point a, Clause 2, Article 69 of this Decree shall include representatives of the following authorities:

a) The head of the agency assigned to act as the owner’s representative, who shall serve as the Chairperson of the Dissolution Council;

b) Representatives of the Ministry of Finance and the Ministry of Home Affairs;

c) Representatives of the employees’ representative organization in the dissolved enterprise;

d) The Chairperson of the Members' Council or President of the dissolved enterprise in which the State holds 100% of its charter capital;

dd) On a case-by-case basis, representatives of other agencies and organizations may be additionally invited to the Dissolution Council.

3. The Dissolution Council of the enterprise which the owner-representing agency decided to establish or is assigned to manage shall include representatives of the following authorities:

a) The representative of the owner-representing agency, who shall serve as the Chairperson of the Dissolution Council;

b) The representative of the subordinate unit or professional agency in charge of finance, planning, and labor management under the owner-representing agency;

c) Representatives of the employees’ representative organization in the dissolved enterprise;

d) The Chairperson of the Members' Council or President of the dissolved enterprise in which the State holds 100% of its charter capital;

dd) On a case-by-case basis, representatives of other agencies and organizations may be additionally invited to the Dissolution Council.

Article 73. Powers and responsibilities of the Dissolution Council

1. The Dissolution Council may use the seal of the enterprise for dissolution purposes and request relevant State authorities to support the recovery of assets.

2. After the dissolution decision is issued and posted on newspapers, the Dissolution Council shall:

a) Recover the seal of the dissolved enterprise for dissolution purposes;

b) Organize the enterprise dissolution under the approved Dissolution Decision. The owner-representing agency or Members' Council, Company President directly organizes the disposal of the enterprise's assets in accordance with relevant law regulations, unless otherwise prescribed by the enterprise's Charter. The debts of the dissolved enterprise shall be paid in the order prescribed in Clause 5, Article 208 of the Law on Enterprises;

c) Within 07 working days from the date the dissolution is concluded and all debts of the enterprise are fully paid, the Dissolution Council must prepare the financial statements on the enterprise dissolution and submit them to the person who decides on the enterprise dissolution; prepare the enterprise dissolution dossier with the details as prescribed in Article 210 of the Law on Enterprises and send it to the business registration office to which the enterprise was registered.

3. At the latest after 05 days from the date the decision establishing the Dissolution Council takes effect, the Chairperson of the Council must open an account at the State Treasury in the locality where the company locates its head office to deposit the proceeds from the disposal and sale of assets and the recovery of debts of the dissolved company. The account holder of this account is the Chairperson of the Dissolution Council.

4. All proceeds from the dissolution of the company, including cash, proceeds from the disposal and sale of assets, transfer of investment capital, and recovery of debts of the dissolved company, must be deposited into the account of the Dissolution Council on the same day such proceeds are received. In case where working hours have ended, such proceeds must be deposited immediately on the following working day. In case of intentional delay in depositing the proceeds, compensation must be paid in accordance with the demand deposit interest rate announced by the bank, and administrative disciplinary actions must be taken in accordance with the regulations.

Dissolution expenses shall be paid and repayments to creditors shall be made as prescribed in Article 77 of this Decree.

The remainder after payment of all debts (including interest earned from the deposit of dissolution proceeds) shall be remitted to the state budget. Within 05 days from the date of concluding the payment to creditors, the Dissolution Council shall remit this entire amount to the state budget.

Article 74. Responsibilities of the dissolved enterprise

1. Upon issuance of the dissolution decision, the dissolved enterprise shall publicly display the dissolution decision at its head office, branches, and representative offices, and publish it in 03 consecutive issues of electronic or printed newspapers, together with a notice specifying the date of termination of the enterprise’s operations and the deadline for debt reconciliation with creditors.

2. From the effective date of the dissolution decision, the dissolved enterprise in which the State holds 100% of its charter capital shall:

a) Not perform any prohibited activity as prescribed in Article 211 of the Law on Enterprises;

b) Terminate business operations, lending of assets, and safekeeping of assets, and settle its payables;

c) Close the accounting books; conduct an inventory of assets; reconcile receivables and payables; and prepare financial statements up to the effective date of the dissolution decision;

d) Compile a list of creditors and the amounts payable (divided into secured debts, partially secured debts, and unsecured debts); and a list of debtors and the amounts receivable (divided into recoverable debts and unrecoverable debts);

dd) Send a written request to the tax office for confirmation of its fulfillment of tax liabilities.

3. Within 30 working days from the effective date of the dissolution decision, the enterprise must hand over to the Dissolution Council:

a) Financial statements, accounting books, and documents related to the enterprise’s dissolution; and lists of the enterprise’s creditors and debtors;

b) All assets under the lawful ownership, management, or use rights of the enterprise (including unrecovered assets), and assets received for safekeeping, borrowed, or leased.

Article 75. Policies toward employees and holders of leadership and managerial titles

1. Retirement-eligible employees shall receive their retirement benefits in accordance with the law on social insurance and other benefits in accordance with the law on labor.

2. Employees whose employment contracts are terminated shall be entitled to severance and job loss allowances as prescribed by the law regulations on labor or policies for redundant employees upon restructuring of enterprises in which the State holds 100% of its charter capital.

3. The owner-representing agency shall, on a case-by-case basis, arrange suitable employment for the appointed President and members of the Members' Council or the appointed President, Chief Executive Officer (Director), Supervisors after the dissolution of the enterprise. In case where suitable employment cannot be arranged for those who hold appointed positions, they shall be entitled to public workforce streamlining benefits as prescribed.

Article 76. Time limit for enterprise dissolution

1. The time limit for enterprise dissolution shall not exceed 01 year from the effective date of the dissolution decision. Any bottlenecks or difficulties that prolong the above dissolution time limit shall be reported in writing to the person deciding on the dissolution for consideration and decision.

2. In case where the enterprise has its enterprise registration certificate revoked, the dissolution time limit shall comply with the law regulations on enterprises.

Article 77. Handling of proceeds from enterprise dissolution

All proceeds from the dissolution of the company shall be used in the following sequence:

1. To cover dissolution expenses, including:

a) Expenses associated with the settlement of economic contracts, expenses for the recovery, transportation, preservation, and safeguarding of the assets of the dissolved company;

b) Expenses related to the auction of assets;

c) Expenses for the arrangement, archiving, and preservation of documents of the dissolved company, as well as other expenses related to the implementation of the company dissolution. These expenses shall be paid based on actual costs incurred, subject to approval by the Chairman of the Dissolution Council, who shall take accountability for his/her decisions;

d) Payment of wages and employer contributions to social insurance, health insurance and unemployment insurance, in accordance with the law regulations, for managerial public employees and other employees of the dissolved company who are involved in the dissolution process and the assisting teams, for a period not exceeding 12 months from the effective date of the dissolution decision.

Sufficient supporting documents for such expenses as prescribed by the current accounting standards shall be kept.

2. To pay outstanding wages, employer contributions to social insurance, health insurance and unemployment insurance (if any), and other benefits of employees of the dissolved company in accordance with their employment contracts, collective labor agreements, the company’s regulations, and applicable policies.

3. Tax arrears and other debts to the state budget.

4. Secured debts (in the following order: debts fully secured by collateral; debts partially secured by collateral).

5. The remainder, after the above items are all paid, shall be paid to unsecured creditors (excluding interest calculated from the date the company dissolution decision is issued). Creditors may be paid in multiple batches. The amount paid to each creditor in a batch shall be determined based on the ratio of the total amount paid in such batch to the total outstanding debts.

Any further proceeds shall continue to be distributed in subsequent batches in the same manner until all debts are fully paid.

For a creditor who has an account at a commercial bank or the State Treasury, the Chairperson of the Dissolution Council shall carry out procedures to transfer the debt payment into such account. If a creditor does not have an account, the Chairperson of the Dissolution Council shall notify the creditor to receive the payment in person or shall send the amount to the creditor by post. Postal charges shall be included in the company dissolution expenses.

Article 78. Dissolution of agricultural and forestry companies

1. Enterprises in which the State holds 100% of the charter capital operating in the agriculture and forestry sectors and established before the effective date of Law No. 68/2025/QH15, whose dissolution has been approved by the competent authorities, shall, upon dissolution, receive financial support from the state budget to settle outstanding liabilities due to insolvency and to cover dissolution expenses in case where the proceeds from the sale of their assets are insufficient to do so.

2. Enterprises in which the State holds 100% of its charter capital operating in agriculture and forestry undergoing dissolution shall comply with this Decree. Concurrently, when conducting the financial settlement to the determine the financial support funded by the state budget for the dissolved agricultural and forestry company, the owner-representing agency shall work and confirm with the creditors regarding the exemption and reduction of debts as prescribed by relevant law regulations.

3. All proceeds from the dissolution of the company shall be handled in the sequence prescribed in Article 77 of this Decree. In case where the proceeds are insufficient to cover the expenses and debts in the above sequence, the state budget shall provide financial support to make up the deficit in accordance with Clause 4, Clause 5, Clause 6 of this Article.

4. Principles for financial support from the state budget

a) The central-level budget shall provide support for agricultural and forestry companies whose owner-representing agencies are ministries, ministerial-level agencies, government-attached agencies, and organizations as assigned by the Government (hereinafter referred to as central-level owner-representing agencies);

b) The local budget shall provide support for agricultural and forestry companies whose owner-representing agencies are People's Committees of provinces and municipalities;

c) Subject to budget balancing from time to time, in case where the local budget cannot be balanced to provide support for agricultural and forestry that are dissolved but insolvent, the central-level budget shall be used to balance the local budget in accordance with the law on state budget;

d) The formulation, allocation, assignment, execution, and account-finalization of state budget estimates shall comply with the law regulations on state budget and relevant laws.

5. Sequence for providing financial support from the state budget

a) The Dissolution Council shall determine the deficit prescribed in Clause 2 of this Article, compile a dossier of proposal of financial support and send it to the same-level owner-representing agency. The dossier of proposal of financial support shall comprise:

a1) A written request for financial support;

a2) The enterprise dissolution decision;

a3) Documents proving the proceeds from the dissolution;

a4) Dossiers of debts, enclosed with sufficient supporting documents certified by competent authorities; contracts and records of debt reconciliation;

b) At the proposal of the Dissolution Council, the owner-representing agency shall allocate funding from the state budget in accordance with decentralization regulations to the Dissolution Council after seeking opinions from the Ministry of Agriculture and Environment. The Ministry of Agriculture and Environment shall reply in writing within 15 days from the date it receives the written request of the owner-representing agency enclosed with the dossier prescribed at Point a, Clause 5 of this Article;

c) Where funding is unavailable, the central-level owner-representing agency and the provincial-level People's Committee shall consolidate the funding requirement into the state budget expenditure estimate in accordance with decentralization regulations and send it to the Ministry of Finance for consolidation and reporting to the Government, which shall submit it to the National Assembly for decision. Based on the estimate decided by the competent authorities, the owner-representing agency shall allocate the funding to the Dissolution Council as prescribed by the law regulations on state budget.

6. Responsibilities of relevant authorities

a) The owner-representing agency shall:

a1) Provide financial support from the state budget, in accordance with regulations on state budget decentralization, to agricultural and forestry companies to cover deficit expenses and debts upon dissolution.

a2) Direct professional agencies to guide and coordinate with the Dissolution Council and other relevant authorities in settling arising issues; supervise and inspect the provision of financial support in accordance with this Decree.

a3) Report on the provision of financial support from the state budget to agricultural and forestry companies in which the State holds 100% of the charter capital that are undergoing dissolution but experiencing insolvency, and send such report to the Ministry of Agriculture and Environment for consolidation;

b) The Ministry of Agriculture and Environment shall:

b1) Summarize and report, on a periodical or ad-hoc basis, to the competent authorities the dissolution of the agricultural and forestry companies; the provision of financial support from the state budget for agricultural and forestry companies in which the State holds 100% of the charter capital undergoing dissolution but experiencing insolvency.

b2) Provide opinions on the plan for providing financial support from the state budget to cover deficit expenses and debts upon dissolution of agricultural and forestry companies at the proposal of the owner-representing agency;

c) The Ministry of Finance shall:

Guide tax administration offices, the State Treasury and relevant professional agencies in confirming tax arrears and other debts owed to the state budget when providing support to dissolved agricultural and forestry companies, in strict accordance with applicable regulations;

d) The agricultural and forestry companies undergoing dissolution shall:

d1) Provide sufficient information and dossiers regarding their debts and loans in compliance with the law regulations and take accountability for the figures they provided.

d2) Fulfill the responsibilities regarding their dissolution as prescribed by the law regulations on enterprises and this Decree.

Chapter V

TRANSFER OF STATE CAPITAL INVESTED IN JOINT-STOCK COMPANIES AND LIMITED LIABILITY COMPANIES WITH TWO OR MORE MEMBERS

Article 79. Transfer of state capital invested in joint-stock companies and limited liability companies with two or more members

1. Principles for state capital transfer

The state capital invested in joint-stock companies and limited liability companies with two or more members shall be transferred in accordance with Article 31 of the Law on Management and Investment of State Capital in Enterprises and the following regulations:

a) The transfer of state capital must comply with the criteria for classification of wholly and partially state-owned enterprises promulgated by the Prime Minister, regardless of whether the capital investment generates profits or losses or of the operating income of the partially state-owned enterprise. The capital transfer, the preparation of the capital transfer dossier, the disclosure of information on the capital transfer, the reporting of capital transfer results, the procedures for transfer of share ownership, and the submission of dossiers and reports on capital transfer results to the competent authorities shall comply with this Decree.

In case where the owner-representing agency transfers state capital in a joint-stock company whose Charter contains restrictions on share transfer as prescribed by the Law on Enterprises, or where there is a commitment between the owner-representing agency and shareholders on pre-emption rights in share transfer (whereby shareholders may only transfer their shares to organizations or individuals who are existing shareholders of the company), the owner-representing agency shall direct the representative of the state capital portion at the enterprise to vote at the General Meeting of Shareholders in favor of amending the company’s Charter; or the owner-representing agency shall coordinate with the capital representative to reach an agreement with shareholders to amend such commitment so that the state shareholder may freely transfer its capital to other investors (including existing shareholders of the company).

In case where the representative of the state capital portion at the enterprise has voted in favor of the amendment at the General Meeting of Shareholders but such amendment is not adopted by the General Meeting of Shareholders, or where the owner-representing agency has negotiated but the shareholders do not agree to amend the commitment, the state capital shall be transferred in accordance with the Charter of the joint-stock company and the commitment among shareholders. The transfer of state capital to existing shareholders in accordance with the Charter and such commitment among shareholders shall follow the principles and sequence of capital transfer methods prescribed in this Decree;

b) Market principles, openness and transparency shall be ensured, and state capital investments shall be recovered to the greatest extent possible, thereby minimizing investment losses during the capital transfer;

c) Determination of the reserve price for the auction of the state capital transfer:

c1) The owner-representing agency, or an organization or an individual within units under the owner-representing agency, or the representative of the state capital portion authorized and assigned in writing by the owner-representing agency, shall select and sign a contract to hire an organization with the function of price appraisal to determine the reserve price, ensuring compliance with the law regulations on pricing and price appraisal.

c2) The organization with the function of price appraisal may select an appropriate valuation method in accordance with the law on pricing and price appraisal to determine the reserve price and shall take legal accountability for the price appraisal results. The reserve price shall fully reflect the actual value of the State’s capital contribution, including the value created by land use rights of land allocated with land use levy, land use rights lawfully acquired, and land use rights of leased land (with one-off rental payment for the entire lease period or with annual rental payment) in accordance with the provisions of law. The value of intangible assets to be included in the reserve price for capital transfer shall be determined in accordance with the law on price appraisal.

c3) A reserve price may be applied for capital transfer by one of the methods prescribed in this Decree for a maximum period of 06 months from the effective date of the price appraisal certificate to the final trading day (in case of trading on the securities trading market); or to the date the winning bid for the capital transfer is announced (In case where the public auction method is applied); or to the date of signing of the capital transfer contract (In case where the negotiation method is applied).

c4) In case of transferring the capital in joint-stock companies that are listed or registered for trading on the Stock Exchange, the determination of the reserve price must comply with the foregoing and the following regulations:

The reserve price decided and announced by the owner-representing agency on the date the capital transfer plan is approved must not be lower than the following prices: (i) the price determined by the organization with the function of price appraisal; (ii) the average reference price of the trading ticker of the joint-stock company listed or registered for trading on the Stock Exchange of 30 consecutive days preceding the date the capital transfer plan is approved;

d) The transfer of state capital invested in enterprises involving land use rights must comply with the law regulations on land. Where:

d1) When transferring the state capital invested in an enterprise, the owner-representing agency shall review the handover dossier from a state-owned enterprise to an enterprise with state capital contributions (a joint-stock company or a limited liability company with two or more members) in strict accordance with regulations (including the report on the enterprise's land use) and the actual land use of the enterprise with state capital contributions to serve as a basis for determining the value of land use rights reflected in the reserve price for the capital transfer.

d2) The value created by land use rights of land allocated with land use levy, lawfully acquired land use rights, and land use rights of leased land with one-off rental payment for the entire lease period shall be reflected in the reserve price based on the land price determined by the consultancy as of the date the reserve price is determined, compared with the land use levy, the amount paid for acquiring land use rights, and the land rental already paid by the partially state-owned enterprise.

d3) The value created by leased land use rights with annual rental payments to be included in the reserve price shall be determined on the following principles:

The value created by land use rights leased with annual rental payments to be included in the reserve price shall only be determined for the land area for which the partially state-owned enterprise has signed a contract directly with the competent State authority. In case where the land lease contract is absent or it has expired, the People's Committee of the province or municipality shall review the cases, recover the land, auction the land lease rights, or lease the land in accordance with the law on land.

The value created by leased land use rights with annual rental payment to be included in the reserve price shall be determined by a consultancy using a method in compliance with price appraisal standards. Such value shall not be lower than the value determined for the remaining land lease term and the positive difference (if any) between the land rental calculated at the land price determined by the consultancy as of the date the reserve price is determined and the land rental calculated at the land price currently applied to the partially state-owned enterprise. In case where the remaining land lease term is less than 05 years, it shall be rounded to 05 years.

d4) In case where the enterprise leases land and is exempted from land rental as prescribed by the law regulations on land, the leased land area exempted from land rental shall be excluded from the reserve price for capital transfer. For the land area subject to land rental exemption that is no longer eligible, the provincial-level People's Committee shall review and calculate the land rental in accordance with the law on land;

dd) The owner-representing agency or an organization or an individual within the units under the owner-representing agency, or the representative of the state capital portion authorized and assigned in writing by the owner-representing agency shall hire an auction organization or another consultancy providing services related to capital transfer to organize the transfer of the state capital invested in joint-stock companies and limited liability companies with two or more members;

e) When transferring the state capital invested in a joint-stock commercial bank as prescribed in this Decree, the owner-representing agency shall fully disclose to such investors, for their information and implementation, the conditions for auction-winning investors to be accepted as shareholders of the joint-stock commercial bank as prescribed by the law regulations on credit institutions regarding the transfer of shareholders' contributed capital in joint-stock commercial banks.

In case where, after winning the auction, the investor fails to meet the conditions for being accepted as a shareholder of the joint-stock commercial bank in accordance with the laws on credit institutions, the investor shall not make payment for the share purchase to the owner-representing agency. In case where such payment has already been made, it shall be refunded (including the deposit), and the shares for which payment has not been made, or the shares for which payment has been made but refunded, shall remain under the ownership of the owner-representing agency;

g) The owner-representing agency shall direct the functional authorities to formulate a capital transfer plan and report it to the owner-representing agency for decision on conducting the capital transfer. The capital transfer plan shall contain the following primary details:

g1) Legal bases and purposes of capital transfer.

g2) Assessment of the capital investment situation, benefits gained, and impact of the transfer of state capital invested in the enterprise.

g3) The financial position and operating income of the partially state-owned enterprise, and the market demand for capital investment in the enterprise whose state capital is to be transferred. Estimated proceeds from the capital transfer.

g4) Capital transfer method (in case of batch auction, specific bases must be reported to determine the cases where batch auction may be applied prescribed).

g5) Estimated timeframe for executing and completing the capital transfer;

h) The owner-representing agency may not re-formulate the capital transfer plan when switching between transfer methods in the order as prescribed (public auction method, negotiation method).

In case where the capital transfer by the methods prescribed in this Decree is unsuccessful, or where all shares or capital contributions under the approved plan have not been fully sold, the owner-representing agency shall consider and decide on a suitable timeframe to continue the transfer of capital until the capital transfer plan is fulfilled;

i) Foreign investors purchasing shares or state capital contributions in joint-stock companies or limited liability companies with two or more members must ensure that their ownership of capital actually contributed to the charter capital of such joint-stock companies or limited liability companies conforms to the respective specialized law regulations or international treaties to which Vietnam is a contracting party. The opening and use of investment capital accounts by foreign investors for the purchase of shares or capital contributions in Vietnamese enterprises, in case where state-owned enterprises transfer capital contributions in joint-stock companies or limited liability companies with two or more members, shall comply with the relevant law regulations;

k) The owner-representing agency shall decide on and be legally accountable for the expenses related to state capital transfer (including price appraisal expenses, auction organization expenses, and other expenses directly related to the capital transfer). Such expenses shall be deducted from the proceeds from the transfer of state capital. In case where the transfer of state capital is unsuccessful or the proceeds from the capital transfer are insufficient to cover the capital transfer expenses, the state budget or operating expenses shall be used to cover the capital transfer expenses not covered due to a lack of funding sources;

l) The owner-representing agency shall settle issues, complaints, and denunciations related to the transfer of state capital within its competence as prescribed by applicable law regulations.

2. Competence to decide on state capital transfer:

a) For enterprises prescribed in Appendix III to this Decree, the owner-representing agency shall base itself on the plan for restructuring of state capital in the enterprises approved by the Prime Minister as prescribed at Point b, Clause 1, Article 101 of this Decree to decide on the plan for transfer of state capital in each enterprise;

b) For enterprises under its management (other than those prescribed at Point a, Clause 2 of this Article), the owner-representing agency shall base itself on the plan on restructuring of state capital in the enterprises as prescribed in Clause 2, Article 101 of this Decree to decide on the plan for transfer of state capital in each enterprise;

c) The owner-representing agency shall establish roadmaps, decide on plans, and implement the state capital transfers in joint-stock companies and limited liability companies with two or more members in accordance with the plan on restructuring of state capital in the enterprises approved by the competent authority.

Article 80. Methods of transfer of state capital in joint-stock companies and limited liability companies with two or more members

Methods of transfer of state capital in joint-stock companies and limited liability companies with two or more members shall comply with Article 31 of the Law on Management and Investment of State Capital in Enterprises and the following regulations:

1. The transfer of capital in joint-stock companies listed or registered for trading on the securities market through share trading mechanisms on the trading system of the securities market (hereinafter referred to as the securities trading market) organized by the Stock Exchange must ensure that the transaction price (floor price) is not lower than the reserve price determined in accordance with Point c, Clause 1, Article 79 of this Decree.

a) When transferring capital via the transfer of shares on the securities trading market, the owner-representing agency shall send the following documents to the Stock Exchange for information disclosure regarding the capital transfer transaction:

a1) The decision of the competent authority on approving the capital transfer plan;

a2) The information disclosure prospectus made using the form prescribed in Appendix II to this Decree;

a3) Documents proving the enterprise with shares auctioned for capital transfer is the legal owner of the shares registered for sale.

a4) The time limit for the Stock Exchange to disclose information regarding the enterprise's capital transfer transaction to investors shall be at least 20 days prior to the date of capital transfer;

b) Bank transfers to pay for stock trading transactions and stock ownership transfers shall be executed in accordance with the law on securities;

c) Upon transfer of capital in joint-stock companies already listed or registered for trading on the securities market but not executed on the securities trading market, the public auction method and negotiation method shall be applied respectively in the prescribed order (off-exchange transactions).

The share offering price at which the investors must make payments to the owner-representing agency in case of off-exchange transactions is the price determined in accordance with the regulations suitably for each transfer method (public auction method or negotiation method);

d) The owner-representing agency shall publicly disclose information on the offering price for shares subject to capital transfer in joint-stock companies that are already listed or registered for trading on the securities market in case where transactions are conducted outside the securities trading system (off-exchange transactions), for investors’ information and implementation;

dd) In case of transferring state capital in joint-stock companies that are already listed or registered for trading on the securities market, the time limit for investors to make payment shall conform to each trading mechanism; however, the time limit for remittance to the state budget shall be the same as in case of transferring state capital in joint-stock companies that are not yet listed on the securities market or not yet registered for trading on the securities market.

2. The transfer of capital in unlisted joint-stock companies (or in joint-stock companies that are already listed or registered for trading on the securities market but do not conduct transactions on the securities trading market) shall be carried out by the public auction method. In case where the public auction is unsuccessful, the negotiation method shall be applied.

3. Public auction method

a) Compile an auction dossier comprising:

a1) The decision of the competent authority approving the capital transfer plan;

a2) The information disclosure prospectus made using the form prescribed in Appendix II to this Decree;

a3) Documents proving the owner-representing agency with shares auctioned for capital transfer is the legal owner of the shares registered for sale.

a4) Regulations on auction of shares;

b) Hold the auction:

b1) After deciding on the capital transfer plan, the owner-representing agency shall notify the partially state-owned joint-stock enterprise of the plan to transfer the shares owned by such agency. The owner-representing agency shall prepare the dossier for public auction as prescribed.

b2) The owner-representing agency or an organization or an individual within the units under the owner-representing agency, or the representative of the state capital portion authorized in writing by the owner-representing agency shall sign a contract to hire a property auction service center or an enterprise as prescribed by the law regulations on property auction, or a Stock Exchange, or a securities company (hereinafter collectively referred to as the auction organization) to conduct the capital transfer. The auction shall be held at the headquarters of the auction organization, the owner-representing agency, the partially state-owned enterprise whose state capital is to be transferred, or another location as agreed upon by the owner-representing agency and the auction organization.

b3) The auction organization shall promulgate the regulations on auction of shares and relevant forms after reaching an agreement with the owner-representing agency. The regulations applied to the auction must ensure the capital transfer principles as prescribed by the law regulations on the management and investment of state capital in enterprises and other relevant law regulations. These regulations shall clearly specify the responsibilities and powers of related parties during the auction of shares for capital transfer, including regulations on: information disclosure regarding the auction (what to be disclosed and the media for disclosure); participants, procedures for participating in the auction, notification of auction results (including information on the payment deadline, description, beneficiary, address, and account number), share ownership transfer procedures, the handling of violations, and other regulations required for management, ensuring that the auction is organized publicly, transparently, and lawfully.

b4) The owner-representing agency/auction organization shall publicly disclose information on the auction dossier formulated as prescribed to investors at least 20 days prior to the auction date at the headquarters of the joint-stock company whose state capital is to be transferred, the auction venue, in the mass media (03 consecutive issues of a nationally distributed newspaper and a local newspaper of the locality where the headquarters of the owner-representing agency and the partially state-owned enterprise is located), and on the portals of the share auction organization, the owner-representing agency, and the joint-stock company whose state capital is to be transferred (if any).

b5) Within the time limit prescribed in the auction regulations, the owner-representing agency, the auction organization, and investors shall carry out procedures for participation in the auction. Investors (organizations and individuals) meeting the conditions for participation in the auction shall be provided with subscription slips by the owner-representing agency/the auction organization to subscribe for the shares and make their deposits. Investors shall be provided with bidding slips (after they make the deposits) by the owner-representing agency/the auction organization to place bids.

b6) Within the time limit prescribed by the auction regulations, investors shall write their buying prices (bids) on the bidding slips and submit them to the owner-representing agency/auction organization on person at the auction venue or via postal services as prescribed in the regulations on auction of shares.

b7) The public auction shall only be held when at least 02 eligible investors have submitted valid dossiers and completed all procedures for participation in the public auction as prescribed in the auction regulations;

c) Determination of auction results, payment for shares offered for sale or transfer of share ownership, and reporting on capital transfer

c1) Winning investors shall be selected in descending order of their bids until all shares subject to the capital transfer are sold, provided that the lowest winning bid is not lower than the reserve price.

c2) In case where multiple investors (including foreign investors) place tie bids that constitute the lowest winning bid, but the remainder of offered shares is fewer than the total number of shares subscribed for at such price by those investors, the volume of shares to be purchased by each investor shall be determined using the following formula:

In case where the volume of shares a foreign investor may purchase is subject to a limitation, the auction results shall be determined in accordance with the above principle; however, the number of shares allocated to a foreign investor shall not exceed the maximum limit prescribed by the applicable law regulations, and any excess shares (if any) shall be redistributed to the other investors using the above formula.

c3) Immediately after the auction concludes, based on the auction results, the auction organization shall draw up a record of the auction results in accordance with Appendix II to this Decree, which shall be duly signed by the auction organization, the representative of the owner-representing agency, and the representative of the Auction Council (if any).

c4) Within 05 working days after the investor completes the payment for share purchase, the owner-representing agency shall send a dossier comprising: The decision on approval of the capital transfer plan issued by the competent authority, the written request, and the record identifying the winning bidders for the share offering, to the Vietnam Securities Depository and Clearing Corporation (in case of transferring capital in a joint-stock company whose share certificates have been registered with the Vietnam Securities Depository and Clearing Corporation) to carry out the procedures for transferring ownership of securities. Within 05 days from the date it receives the capital transfer dossier of the owner-representing agency, the Vietnam Securities Depository and Clearing Corporation shall conduct the ownership transfer for the state capital portion transferred to another organization or individual in accordance with the dossier submitted to it by the owner-representing agency.

c5) In case of transferring state capital in a joint-stock company whose share certificates have not yet been registered with the Vietnam Securities Depository and Clearing Corporation, the procedures for transferring share ownership between the owner-representing agency and the investor after the investor has completed the payment for share purchase shall comply with the Law on Enterprises and the Charter of the joint-stock company. The owner-representing agency shall coordinate with the joint-stock company to complete the procedures for transferring share ownership to the investor, and publicly disclose information on the specific procedures and timeline for completing the share ownership transfer for investors' information when conducting the capital transfer.

c6) Within 15 days from the date of completion of the capital transfer, the owner-representing agency shall report the results of the share auction for outward capital transfer to the Ministry of Finance;

d) In case of batch auction:

d1) Cases where the batch auction method is applied for capital transfer:

Transfer of shares/capital portions currently restricted from transfer as prescribed by the Law on Enterprises and amendments, supplements, or replacements (if any);

Transfer of capital associated with responsibilities for loan guarantees;

Transfer of the entire capital currently invested in the enterprise in a single auction where a standard auction is likely to be unsuccessful. In such cases, the capital transfer plan must analyze and assess the effectiveness compared with the standard auction method;

Transfer of capital together with receivables where the state-owned enterprise has the function of debt trading. The Ministry of Finance is assigned to guide this case;

Other cases as decided by the Prime Minister at the proposal of the owner-representing agency.

d2) The compilation and submission of dossiers, the organization of the auction, the transfer of share ownership, and the reporting of capital transfer in case of batch auctions shall be conducted in the same manner as public auctions prescribed at Points a, b and c of this Clause and the following regulations:

The auction results shall be determined as follows: A valid bid is a price not lower than the reserve price prescribed in the auction regulations. The winning bid is the highest valid bid placed by an investor. In case where two or more investors place tie bids that are highest but not lower than the reserve price, within no more than 05 working days from the date the batch auction is held, the owner-representing agency shall coordinate with the auction organization to conduct a tie-breaking ballot directly among such investors and select the investor who places the highest and unique bid in such draw. The bid placed in the tie-breaking ballot shall not be lower than the highest tie bid previously placed by the investors and must comply with the bidding increment prescribed in the auction regulations. The investor placing the highest bid in the tie-breaking ballot shall win the auction and may purchase the entire batch of shares. In case where, during the tie-breaking ballot, the investors continue placing tie bids, another ballot shall be conducted immediately to determine the winning investor. In case where investors placing the highest tie bids all refuse to participate in the tie-breaking ballot, or where the investor determined as the winning investor refuses to purchase, the auction shall be deemed unsuccessful and other transfer methods shall be applied in accordance with the regulations.

Based on the capital transfer list approved by the competent authority, the value of capital to be transferred, and market conditions as of the date of formulating the capital transfer plan, the owner-representing agency shall decide whether to sell all shares or divide the total volume of shares to be transferred into multiple batches for separate auctions;

dd) Cases where public auctions (standard auctions or batch auctions) are unsuccessful include: where the registration deadline expires but no investor registers to participate in the auction, or only 01 investor registers; where, after the deposit is made and until the deadline for submission of bidding slips, no investor submits a bidding slip; where no investor places a bid at the auction, or the highest bid placed by an investor is lower than the reserve price; where the sole winning investor or all winning investors refuse to purchase; or where all investors violate the auction regulations;

e) In case where the public auction is unsuccessful, or where it is successful but the shares subject to state capital transfer are not fully sold, the negotiation method shall be applied.

4. Negotiation method:

a) The negotiation method means a method of transferring state capital whereby the owner-representing agency negotiates directly with investors when a public auction is unsuccessful, and it shall be applied in case where only 01 eligible investor has submitted a valid dossier and completed all procedures for participation in the public auction;

b) The negotiated offering price shall be based on the price determined as prescribed at Point c, Clause 1, Article 79 of this Decree;

c) Upon transfer of state capital by the direct negotiation method, the person competent to make decisions on the capital transfer shall not decide to transfer the capital to a transferee enterprise in which his/her spouse, biological parent, adoptive parent, biological child, daughter-in-law, son-in-law, adoptive child, biological sibling, brother-in-law, or sister-in-law is a manager, nor shall such person decide to transfer the capital to any of such individuals;

d) After reaching an agreement and signing a capital transfer contract, the payment for the offered shares shall be made within no more than 05 working days from the date of signing of the capital transfer contract;

dd) After the investor completely makes the payment for the shares, within 05 working days, the owner-representing agency shall compile a dossier for transfer of ownership thereof to the investor, which shall comprise: The decision approving the capital transfer plan of the competent authority, the written request of the owner-representing agency, and the capital transfer contract. The submission of the dossier for transfer of ownership and the reporting of capital transfer by the negotiation method upon state capital transfer shall comply with the same regulations as those applicable to state capital transfer by the public auction method prescribed at Point c, Clause 3 of this Article.

5. After both the public auction method and the negotiation method have been applied for capital transfer but the state capital to be transferred has not been fully transferred, the owner-representing agency shall, based on market demand and the enterprise’s development prospects, select an appropriate timeframe to continue the capital transfer. Concurrently, it shall decide to re-determine the announced reserve price for the capital transfer by the capital transfer methods in the order prescribed in this Decree.

In case where the price appraisal certificate expires while the owner-representing agency is conducting the capital transfer, the capital transfer plan is not required to be reformulated; however, the reserve price must be re-determined in order to continue the capital transfer using the method currently applied by the owner-representing agency (In case where a public auction has been held but is unsuccessful or the state capital to be transferred has not been fully transferred, the negotiation method shall be applied based on the reserve price re-determined for the share offering).

6. Methods of transfer of state capital in limited liability companies with two or more members shall comply with the Law on Enterprises as follows:

a) In case where the capital transfer is conducted as prescribed in Article 51 of the Law on Enterprises (the company is requested to redeem the capital contribution of the state-owned enterprise in the company), the redemption price shall be negotiated on market price principles. The determination of the negotiated redemption price shall be based on the price appraisal results of an organization with the function of price appraisal as prescribed at Point c, Clause 1, Article 79 of this Decree.

In case where the company cannot reach agreement on the price for redeeming the state capital contributed to the company, the owner-representing agency shall have the right to transfer such capital contribution to other members or to organizations and individuals who are not members of the company, using capital transfer methods similar to those applicable to the transfer of state capital in unlisted joint-stock companies or joint-stock companies not yet registered for trading on the securities market as prescribed in this Article;

b) In case where the owner-representing agency has requested the company to redeem the state capital contributed to the company but the company fails to carry out such redemption, the owner-representing agency shall have the right to transfer the capital contribution in accordance with Article 52 of the Law on Enterprises, wherein:

b1) In case where the transfer is made to other members of the company in proportion to their capital contributions as prescribed by the Law on Enterprises, the transfer price shall be negotiated with such members based on market price principles. The determination of the negotiated price shall be based on the price appraisal results as prescribed at Point c, Clause 1, Article 79 of this Decree.

b2) In case where the transfer is made to organizations or individuals that are not members of the company (after the members of the company fail to purchase or do not purchase the entire capital contribution), the owner-representing agency shall carry out the transfer using the methods applicable to the transfer of state capital in unlisted joint-stock companies or joint-stock companies not yet registered for trading on the securities market as prescribed in this Article.

b3) Within 15 days after completion of the transfer of state capital in a limited liability company with two or more members, the owner-representing agency shall report the results of the capital transfer to the Ministry of Finance.

7. Periodic reports on state capital transfer:

Within no more than 15 working days from the end of each quarter, the owner-representing agency shall report to the Ministry of Finance on the results of the transfer of state capital invested in enterprises under the approved capital transfer list for monitoring, consolidating, and further reporting to the Prime Minister, the Government, and the National Assembly as prescribed.

8. The owner-representing agency shall direct functional departments to make estimates for state capital transfer expenses. The estimates, account-finalization, and specific expenditure limits for state capital transfer expenses shall be approved by the owner-representing agency, ensuring that the sufficient valid and reasonable supporting documents are available and that cost-efficiency is ensured in accordance with the applicable law regulations. The owner-representing agency shall take legal accountability for its decisions. State capital transfer expenses include expenses for hiring price appraisal consultancy services, auction organization expenses, expenses for carrying out legal procedures for the transfer, securities depository expenses, taxes, fees, and charges (if any) payable to the state budget, and other related expenses (excluding remuneration for members within the owner-representing agency, the representative of the state capital portion, and members of the enterprise).

Based on the decision approving the estimate of capital transfer expenses, the owner-representing agency shall formulate an estimate of state budget expenditure covering up to 70% of the total estimated capital transfer expenses, consolidate it into the state budget expenditure estimate in accordance with the decentralization regulations, and send it to the Ministry of Finance for consolidation into the annual state budget estimate in accordance with the regulations. Based on capital transfer results, the owner-representing agency shall conduct account-finalization of proceeds from the capital transfer and expenses for the capital transfer. In case where the proceeds from the capital transfer and the amount pre-allocated from the state budget to cover the capital transfer expenses exceed the reasonable expenses actually incurred in relation to the capital transfer, the difference shall be account-finalized and remitted to the state budget. In case where the proceeds from the capital transfer and the amount pre-allocated to cover the capital transfer expenses are lower than the reasonable expenses actually incurred in relation to the capital transfer, the owner-representing agency shall formulate an expenditure estimate for the state budget to cover such deficit.

The owner-representing agency shall report results of the capital transfer and the account-finalization (including the proceeds from the capital transfer, the reasonable expenses actually incurred in relation to the capital transfer, the proceeds already advanced, and the surplus/deficit funding remitted to or requested for supplementary allocation from the state budget), enclosed with relevant supporting documents, to serve as a basis for advance refunds and accounting entries.

In case where the capital transfer is being carried out but must be stopped or suspended without continuation under a decision of the owner-representing agency, the owner-representing agency shall approve the account-finalization of the reasonable expenses actually incurred in relation to the capital transfer and prepare an estimate of state budget spending for such expenses, and then submit it the Ministry of Finance for consolidation into the annual state budget estimate as prescribed.

Article 81. Proceeds from the transfer of capital joint-stock companies and limited liability companies with two or more members

1. Proceeds from the transfer of state capital to other organizations and individuals (investors), after being summed with the amount pre-allocated from the state budget to cover capital transfer expenses and deducting the reasonable expenses actually incurred in relation to the transfer, shall be remitted to the state budget.

2. The owner-representing agency (or functional agencies authorized and assigned in writing by the owner-representing agency) shall provide investors with all information for remittance to the owner-representing agency's account (including: the beneficiary, address, bank account number, remittance deadline, and description for the auction-winning remittance).

3. Time limit for the remittance to the state budget:

a) In case of transferring capital in joint-stock companies already listed on the securities market or registered for trading on the UPCOM: within 05 working days from the date the owner-representing agency receives the entire amount through the trading mechanisms prescribed by the law regulations on securities, the owner-representing agency shall determine the amount due to the budget as prescribed in Clause 1 of this Article and remit such amount to the state budget;

b) In case of transferring state capital in joint-stock companies not yet listed on the securities market or not yet registered for trading on the UPCOM, or transferring state capital in limited liability companies with two or more members: within 05 working days from the date the investor completes the payment, the owner-representing agency shall determine the amount due to the budget as prescribed in Clause 1 of this Article and remit such amount to the state budget.

In case where the investor fails to make payment or makes a late payment, such investor shall be subject to administrative penalties and tax assessment measures in accordance with the law on tax.

4. The owner-representing agency shall inspect and supervise the investor's remittance and further remit this amount to the state budget in strict accordance with the regulations.

Chapter VI

TRANSFER OF THE RIGHT TO REPRESENT THE OWNER OF THE STATE CAPITAL PORTIONS IN ENTERPRISES

Article 82. Cases of transfer

1. Transfer of the right to represent the owner of the state capital portion in partially state-owned enterprises between owner-representing agencies.

2. Transfer of the right to represent the owner of the state capital portion in an enterprise from the owner-representing agency to another enterprise in which the State holds 100% of its charter capital, or an enterprise in which the State holds 100% of its charter capital having the function of state capital investment and trading.

3. Other cases as decided by the Prime Minister.

Article 83. Principles for transfer of the right to represent the owner of state capital in enterprises

1. The transfer of the right to represent the owner of state capital in enterprises must be based on the following principles: openness, transparency, successorship, ensuring no adverse impact on the production and business operations of the enterprise, and coordination among related parties to jointly settle issues arising during and after the transfer process as prescribed by the law regulations.

2. The organization of the transfer shall comply with the law regulations and guidance in this Decree.

3. The value of the state capital portion subject to transfer is the book value of the state capital portion at the enterprise as prescribed in Clause 6, Article 3 of Law No. 68/2025/QH15.

4. In case where, after the transfer, the figures in the transfer dossier changes, related parties shall coordinate with each other to clarify the causes, propose corrective measures, and re-adjust the official transfer figures.

Article 84. Competence to decide on the transfer of the right to represent the owner

1. The Prime Minister shall decide on the transfers at the proposals of owner-representing agencies seeking to transfer or receive transfers in the following cases:

a) Transfers as prescribed in Clause 1, Article 82 of this Decree;

b) Transfers of the right to represent the owner of the state capital portions in enterprises from one owner-representing agency to enterprises in which the State holds 100% of the charter capital under another owner-representing agency or those prescribed in Appendix III to this Decree;

c) Transfers as prescribed in Clause 3, Article 82 of this Decree;

d) Transfers of the right to represent the owner of the state capital portions in enterprises prescribed in Appendix III to this Decree.

2. The owner-representing agency shall base itself on the plan for restructuring of state capital in enterprises under its management to decide on the transfer of the right to represent the owner of the state capital portion in enterprises from such agency to an enterprise in which the State holds 100% of its charter capital under its management, unless otherwise prescribed at Point d, Clause 1 of this Article.

3. The transfer of the right to represent the owner of the state capital portion in an enterprise from the owner-representing agency to another enterprise in which the State holds 100% of its charter capital having the function of state capital investment and trading shall comply with the Government’s regulations on the functions, tasks, and operational mechanisms of enterprises in which the State holds 100% of their charter capital having the function of state capital investment and trading.

Article 85. Sequence and procedures for transfer

1. In case where the transfer must be decided by the Prime Minister:

a) The owner-representing agency that needs to transfer or receive the right shall compile a dossier transferring the right to represent the owner of state capital in the enterprise, which shall comprise:

a1) A written explanation of the objectives, necessity, and socio-economic efficiency of the transfer or receipt of the right to represent the owner of state capital in the enterprise;

a2) A report on assessment of the financial situation and operating income of the enterprise; a report on assessment of the impact of the transfer and the receipt of the right on the enterprise and the owner-representing agencies that transfer or receive the right;

a3) A copy of the enterprise establishment decision; a copy of the enterprise's 05-year production and business strategy and plan that have been approved in principle by the competent authority;

a4) A copy of the decision by the competent authority announcing the enterprise's classifications in the 03 consecutive years preceding the year of intended transfer of the right to represent the owner of state capital in the enterprise;

a5) Copies of audited financial statements in the 03 consecutive years preceding the year of intended transfer of the right to represent the owner of state capital in the enterprise;

b) The owner-representing agency that needs to transfer or receive the right shall send a written request for opinions to the owner-representing agency that intends to receive or transfer the right to represent the owner of the capital.

Within 20 working days from the date of receipt of the written request from the requesting owner-representing agency (enclosed with the dossier compiled in accordance with Clause 1 of this Article), the consulted owner-representing agency shall provide written opinions on the transfer of the right to represent the owner of state capital in the enterprise;

c) Based on the written opinions of the consulted owner-representing agency, the requesting owner-representing agency shall request the enterprise proposed for transfer to finalize the dossier (if necessary) and submit it to the Prime Minister for consideration and decision.

2. In case where the transfer must be decided by the owner-representing agency

a) The owner-representing agency shall direct the representative of the state capital portion at the transferring enterprise to compile a dossier as prescribed at Point a, Clause 1 of this Article and report it to the owner-representing agency for consideration and decision;

b) Within 15 working days from the date it receives the dossier, the owner-representing agency shall consider and decide on the transfer.

3. Conduct the transfer of the right to represent the owner of state capital in the enterprise after the decision of the competent authority.

a) The parties involved in the transfer includes:

a1) The transferring and receiving owner-representing agencies; the receiving enterprise in which the State holds 100% of its charter capital;

a2) The enterprise transferring the right to represent the owner of capital;

a3) The representative of the state capital portion at the enterprise;

a4) Organizations and individuals related to the transfer of the right to represent the owner of state capital in the enterprise as prescribed by the regulations;

b) The receiving owner-representing agency shall direct the enterprise, the representative of the state capital portion at the enterprise, or professional departments (if the enterprise has no representative) to compile a transfer dossier as prescribed in Article 87 of this Decree and send it to related units. The enterprise shall take accountability for the accuracy of the transfer dossier;

c) Based on the transfer dossier, the receiving owner-representing agency/the enterprise in which the State holds 100% of the charter capital shall direct its professional units to coordinate with the enterprise, which is subject to transfer, in appraising the information and figures contained in the transfer dossier; draw up a record of transfer of the right to represent the owner of state capital in each enterprise and submit it to the leader of the owner-representing agency or the authorized person for signing.

Within 10 working days from the date it receives the transfer dossier from the transferring owner-representing agency, the receiving owner-representing agency or its authorized person shall sign the record of transfer of the right to represent the owner of state capital;

d) In case where no agreement on the transfer dossier is reached, within 10 working days from the date it receives the transfer dossier, the receiving owner-representing agency shall send written opinions to the transferring owner-representing agency requesting supplementation of the transfer dossier in accordance with the regulations.

Within 10 working days from the date it receives the written opinions from the receiving owner-representing agency, the transferring owner-representing agency shall direct the enterprise, the representative of the state capital portion in the enterprise, and professional departments to coordinate with the enterprise to finalize the transfer dossier in accordance with the law regulations, or provide their written opinions on the supplementation of the transfer dossier;

dd) In case of necessity, the transferring owner-representing agency shall coordinate with the receiving owner-representing agency in organizing a meeting to discuss and reach an agreement on the details of the record of transfer of the right to represent the owner of state capital;

e) The transfer dossier shall be sent by the enterprise to related parties after it is signed, of which:

01 dossier shall be sent to the owner-representing agency that is the transferor;

01 dossier shall be sent to the owner-representing agency that is the transferee;

01 dossier shall be archived at the enterprise;

g) Upon completion of the transfer, the receiving owner-representing agency shall send the transfer record to the transferring party (01 copy) and the enterprise (01 copy);

h) In case where adjustments are made to the figures in the transfer record after the transfer, the receiving owner-representing agency shall send the adjusted transfer record to the parties prescribed at Point e, Clause 3 of this Article.

Article 86. Bases for determining transfer figures

1. The transfer figures are those recorded in the audited annual, semi-annual, or quarterly financial statements for the period ended nearest to the date of transfer and compiled in strict accordance with regulations. In case where the state capital portion received is held in an enterprise that is the parent company of an economic group, the parent company of a state-owned corporation, or the parent company in a parent company - subsidiary conglomerate, the separate financial statements of the parent company shall be the basis to determine the transfer figures.

2. In case where it is necessary to adjust the transfer figures of the enterprise, the transferring and receiving owner-representing agencies shall coordinate with each other to do so.

3. In case where the audited annual, semi-annual, or quarterly financial statements of the enterprise contain audit qualifications (other than an unmodified opinion) or matters of emphasis, the receiving owner-representing agency may request the audit organization to provide clarification as a basis for adjusting the transfer figures (if necessary), or record the qualified matters and emphasis of matter paragraphs in the transfer record.

4. In case where the enterprise’s financial issues remain unsettled and it has not yet conducted the account-finalization and the announcement of the actual value of the state capital portion, the enterprise shall clarify the causes and report them to the owner-representing agency acting as the transferor for recording in the handover record and settling them in accordance with regulations.

Article 87. Transfer dossier

A transfer dossier shall be compiled for each enterprise, comprising:

1. A report on the value of state capital invested in the enterprise.

2. A report on amounts to be recovered by the State from the enterprise (if any).

3. A report on the financial position and business operations of the enterprise.

4. Information about the representative of the state capital portion at the enterprise, including the decision appointing such representative by the owner-representing agency.

5. The record of transfer of the right to represent the owner of the state capital portion. The transfer record must clearly state: the time of transfer; the value of the state capital portion being transferred; the causes of any decrease in the value of the state capital portion (if any); the collective and individual responsibilities of relevant parties in relation to the decrease in the value of the state capital portion as of the date the dossier is compiled as the basis for the transfer; documents required but not included in the transfer dossier (if any) as prescribed in this Article; and issues requiring further coordination for settlement after the transfer.

6. Legal documents of the enterprise (exact copies from the master register, authenticated copies, copies with the presentation of originals for collation and verification), including:

a) The enterprise establishment decision or the state-owned enterprise conversion decision;

b) The decision and record of the competent State authority re-determining the value of the state capital portion as of the date the enterprise is granted the enterprise registration certificate for the first time;

c) Written confirmation of the Board of Directors or Members' Council of the enterprise regarding the amount of capital or shares invested by the State in the enterprise, and the share certificates or shareholder certificates or shareholder register of the State (if it is a joint-stock company); capital contribution certificates or member register of the State (if it is a limited liability company with two or more members);

d) The first-time enterprise registration certificate and its subsequent amendments (if any);

dd) The list of the Board of Directors, Members' Council or Company President, Director or Chief Executive Officer of the company;

e) The applicable Charter on organization and operation of the enterprise;

g) The enterprise’s annual or quarterly separate financial statements and consolidated financial statements (if the enterprise is required to prepare consolidated financial statements) that have been audited as of the date closest to the time of transfer, or the financial statements prepared as of the date the enterprise registration certificate is granted for the first time (if the transfer is conducted in the year the enterprise registration certificate is granted for the first time). In case where the enterprise does not yet have audited annual or quarterly financial statements, the annual or quarterly financial statements prepared for the period ended closest to the date of transfer shall be used;

h) Documents related to the equitization process if the enterprise is equitized, including:

h1) The enterprise valuation dossier prepared for equitization;

h2) The decision announcing the enterprise value and the decisions and written documents of the competent state authorities on the settlement of financial issues (debts, capital contributions, products in progress, and redundant goods and assets, etc.) and employment issues arising as of the date of enterprise valuation for equitization;

h3) The equitization plan and the decision approving the equitization plan of the competent authority;

h4) The decision on the reserve price for initial offering of shares , the dossiers and documents related to the results of the public auction of initial shares, and the notice of collecting proceeds from the auction of shares and the negotiated offering to employees;

h5) Dossiers and documents related to the settlement of financial and employment issues arising from the date of announcement of the enterprise value for equitization to the date the enterprise registration certificate is granted for the first time;

h6) The decision announcing the actual value of state capital as of the date of enterprise registration for conversion into a joint-stock company (if any);

h7) Dossiers related to the capital contribution to joint-ventures and the receipt of capital from the State in case of contribution of land use rights as capital to joint-ventures;

h8) Documents related to the increase or decrease of charter capital, the increase or decrease of state capital in the enterprise from the date of conversion into a joint-stock company to the date of transfer;

h9) Dossiers and documents related to proceeds from equitization, dividends for the state capital portion, and other proceeds required to be remitted or already remitted arising prior to the date of transfer.

h10) Dossiers on the management and use of land and land-attached assets of the transferring enterprise, including the land use plan approved by the competent authority; certificates of land use rights, ownership of houses and land-attached assets; land allocation/land lease decisions; land lease contracts; contracts for the sale, purchase, or transfer of land use rights and land-attached assets; investment certificates, and other relevant legal documents regarding land use rights and land-attached assets (if any).

Article 88. Financial settlement upon transfer

1. In case where the right to represent the owner of the state capital portion at the enterprise is transferred from one owner-representing agency to another, the partially state-owned enterprise shall not adjust the value on its accounting books. The owner-representing agency executes the procedures to transfer the ownership of shares and contributed capital as prescribed by the law regulations.

2. In case where the right to represent the owner of the state capital portion at the enterprise is transferred from the owner-representing agency to an enterprise in which the State holds 100% of its charter capital, or an enterprise in which the State holds 100% of its charter capital having the function of investment holding, upon completion of the handover, the receiving enterprise shall base on the handover figures to account an increase in the equity at the enterprise.

In case where the transferring enterprise incurs business losses or has negative equity upon handover, the receiving enterprise shall account an increase in the equity corresponding to the value of the transferred capital (without deducting accumulated losses). After receiving the right, the receiving enterprise shall set aside provisions as prescribed by the law regulations for its investments.

Article 89. Responsibilities for implementation

1. The owner-representing agency shall conduct the transfer of the right to represent the owner of state capital in the enterprise after the Prime Minister's decision as prescribed in Clause 1, Article 84 of this Decree; and perform rights, responsibilities, and obligations as prescribed by the law regulations and in the transfer record.

2. The enterprise shall perform the rights, responsibilities, and obligations in accordance with the transfer record. The enterprise shall take accountability for the accuracy of the dossiers and figures.

Article 90. Policies toward employees in the enterprise upon transfer

1. The transferring enterprise shall compile a list of all active employees, a list of employees who will continue their employment at the enterprise after the transfer, a list of employees to receive retraining for continued employment at the enterprise after the transfer, a list of employees who will retire, and a list of employees whose employment contracts must be terminated.

2. Employees whose employment contracts are terminated shall enjoy severance and job loss allowances as prescribed by the law regulations on labor.

3. Retirement-eligible employees shall receive their retirement benefits in accordance with the law on social insurance and other benefits in accordance with the law on labor.

Chapter VII

TRANSFER OF INVESTMENT PROJECTS, CAPITAL, AND ASSETS OF ENTERPRISES; TRANSFER OF THE SHARE PURCHASE RIGHT, PRE-EMPTION RIGHT, AND THE RIGHT TO PURCHASE CAPITAL CONTRIBUTIONS

Section 1

Transfer of investment projects, capital, and assets of enterprises in which the State holds 100% of the charter capital

Article 91. Cases of transfer

1. Transfer of investment projects (including investment projects in progress), capital, and assets between enterprises in which the State holds 100% of their charter capital, including:

a) Transfer between enterprises in which the State holds 100% of their charter capital that have the same owner-representing agency;

b) Transfer between enterprises in which the State holds 100% of their charter capital that do not have the same owner-representing.

2. Transfer of capital and assets invested by an enterprise in which the State holds 100% of its charter capital in a joint-stock company or a limited liability company to the owner-representing agency, including:

a) Transfer of capital and assets invested by an enterprise in which the State holds 100% of its charter capital in a joint-stock company or a limited liability company to the owner-representing agency of the enterprise in which the State holds 100% of its charter capital;

b) Transfer of capital and assets invested by an enterprise in which the State holds 100% of its charter capital in a joint-stock company or limited liability company to another owner-representing agency.

3. Transfer of non-business units under an enterprise in which the State holds 100% of its charter capital to an owner-representing agency, including:

a) Transfer of non-business units under an enterprise in which the State holds 100% of its charter capital to the owner-representing agency of the enterprise in which the State holds 100% of its charter capital;

b) Transfer of non-business units under an enterprise in which the State holds 100% of its charter capital to another owner-representing agency.

4. Other cases of transfer as decided by the Prime Minister.

Article 92. Principles of transfer

1. The transferee shall take over all rights, obligations, and responsibilities of the transferor. Investment projects and assets associated with land use rights shall be transferred in accordance with the law on land.

2. The transfer of non-business units, investment projects, capital, and assets between the parties must be documented in a transfer record, which clearly determines the transfer value, rights, obligations, and responsibilities of the transferor and the transferee, the issues that need to be further settled, and the obligations to the State (if any).

3. The transfer in the cases prescribed in Clause 4, Article 91 of this Decree shall be subject to directions of the Prime Minister.

Article 93. Competence to decide on transfers

1. The Prime Minister shall decide on transfers in the following cases:

a) Transfer of investment projects, capital, and assets between enterprises in which the State holds 100% of their charter capital that do not have the same owner-representing agency, and between enterprises in which the State holds 100% of their charter capital prescribed in Appendix III to this Decree;

b) Transfer of capital and assets invested by an enterprise in which the State holds 100% of its charter capital in a joint-stock company or limited liability company to another owner-representing agency;

c) Transfer of non-business units under an enterprise in which the State holds 100% of its charter capital to another owner-representing agency;

2. The owner-representing agency shall base itself on the plan for restructuring state capital in enterprises under its management (unless otherwise decided by the Prime Minister) to make decisions in the following cases:

a) Transfer of investment projects, capital, and assets between enterprises in which the State holds 100% of their charter capital within the same owner-representing agency;

b) Transfer of capital and assets of an enterprise in which the State holds 100% of its charter capital invested in a joint-stock company or a limited liability company to the owner-representing agency of the enterprise in which the State holds 100% of its charter capital;

c) Transfer of non-business units under an enterprise in which the State holds 100% of its charter capital to the owner-representing agency of the enterprise in which the State holds 100% of its charter capital.

Article 94. Sequence and procedures for transfer

1. In case where the transfer must be decided by the Prime Minister:

a) The owner-representing agency that needs to receive the projects or assets/the owner-representing agency of the enterprise that needs to transfer or receive the projects or assets shall compile a dossier of proposal of the transfer and send it to the owner-representing agency of the transferring or receiving enterprise/the receiving owner-representing agency to seek its opinions. The dossier of proposal of transfer shall comprise:

a1) A written proposal and explanation of the objectives, necessity, and socio-economic efficiency of the transfer or receipt, the issues to be further addressed, and the rights and responsibilities of the parties;

a2) Dossiers and documents related to the non-business units, investment projects, capital, and assets to be transferred;

a3) Relevant directive documents of the competent authorities;

a4) A report on assessment of the financial situation and operating income of the enterprise in which the State holds 100% of its charter capital, enclosed with the audited financial statement of the year preceding the year of intended transfer; A report on assessment of the financial situation and operating income of the enterprise whose shares or contributed capital are held by the enterprise in which the State holds 100% of its charter capital, enclosed with the audited financial statement of the year preceding the year of intended transfer; A report on assessment of the operations and financial situation of the non-business unit in the year preceding the year of intended transfer; A report on assessment of the impact of the transfer and the receipt of the transfer on the enterprise and the owner-representing agencies that are the transferor and the transferee;

b) Within 20 working days from the date it receives the written request for opinions from the owner-representing agency, the consulted owner-representing agency shall provide its opinions on the transfer proposal.

In case where the consulted owner-representing agency rejects the transfer proposal, it must provide a written reply (clearly stating the reasons for such rejection) within 15 working days from the date it receives the written request for opinions from the owner-representing agency;

c) Within 30 working days from the date it receives the opinions of the consulted owner-representing agency, the owner-representing agency of the enterprise that needs to transfer or receive them/the receiving owner-representing agency shall finalize the proposal dossier, seek opinions from the Ministry of Finance (regarding the financial plan upon transfer) and relevant authorities (if necessary), then consolidate and report them to the Prime Minister for consideration and decision;

d) Execute the transfer after the Prime Minister decides on the transfer:

d1) The parties involved in the transfer: The transferring and receiving owner-representing agencies; the transferring and receiving enterprises; organizations and individuals related to the transfer of the non-business units, investment projects, capital, and assets of the enterprise in accordance with the regulations.

d2) Based on the transfer dossier, the owner-representing agency of the transferring enterprise shall direct its professional departments to coordinate with the enterprise in appraising the information and figures in the transfer dossier; draw up a transfer record containing the following details: time of transfer, value of transferred capital and assets, rights, obligations, and responsibilities of the transferor and the transferee, issues to be further addressed, obligations to the State (if any); and report it to the leader of the owner-representing agency or the authorized person for signing.

d3) Within 10 working days from the date the owner-representing agency of the transferring enterprise signs the transfer record, the owner-representing agency of the receiving enterprise shall agree on and sign the transfer record.

d4) After signing the transfer record, the transferring enterprise shall send the dossier to the owner-representing agencies and the receiving enterprise, and archive 01 dossier at the transferring enterprise.

2. In case where the transfer must be decided by the owner-representing agency:

a) Transfer of investment projects, capital, and assets between enterprises in which the State holds 100% of their charter capital within the same owner-representing agency:

a1) The enterprise that needs to transfer or receive the projects or assets shall coordinate with the receiving or transferring enterprise to reach agreement on the transfer guidelines and compile a transfer proposal dossier, then report it to the owner-representing agency. Such a dossier shall comprise:

A written proposal and explanation of the objectives, necessity, and socio-economic efficiency of the transfer or receipt, the issues to be further addressed, and the rights and responsibilities of the parties;

A record of agreement on the transfer guidelines between the 02 intended transferring and receiving enterprises;

Dossiers and documents related to the non-business units, investment projects, capitals, and assets to be transferred;

Relevant directive documents of the competent authorities;

A report on assessment of the financial situation and operating income of the enterprise, enclosed with the audited financial statement of the year preceding the year of intended transfer; a report on assessment of the impact of the transfer and the receipt of the transfer on the transferring and receiving enterprises;

Within 20 working days from the date it receives the proposal dossier from the enterprise, the owner-representing agency shall seek opinions from the same-level finance authority (regarding the financial plan upon transfer) and relevant authorities (if necessary) on the transfer plan. In case where the owner-representing agency rejects the transfer proposal, it must provide a written reply (clearly stating the reasons for such rejection) within 15 working days from the date it receives the enterprise's proposal dossier.

Based on the written opinions of the same-level finance authority and relevant authorities (if any), the owner-representing agency shall issue the transfer decision. The transfer decision shall contain the following details: the quantity and value of the assets transferred; the time of transfer; the settlement of financial issues and accounting arrangements of the parties; issues to be further addressed; and the rights, obligations, and responsibilities of the parties.

a2) Conduct the transfer after the owner-representing agency issues the transfer decision:

The parties involved in the transfer: The owner-representing agencies; the transferring and receiving enterprises; organizations and individuals related to the transfer of the non-business units, investment projects, capital, and assets of the enterprise in accordance with the regulations.

Based on the transfer dossier, the receiving owner-representing agency shall direct its professional units to coordinate with the enterprise, which is subject to transfer, in appraising the information and data contained in the transfer dossier; draw up a transfer record and submit it to the leader of the owner-representing agency or the authorized person for signing.

After signing the transfer record, the transferring enterprise shall send the dossier to the owner-representing agencies and the receiving enterprise, and archive 01 dossier at the transferring enterprise;

b) Transfer of capital and assets of an enterprise in which the State holds 100% of its charter capital invested in a joint-stock company or a limited liability company to the owner-representing agency of the enterprise in which the State holds 100% of its charter capital:

b1) The owner-representing agency shall direct the enterprise in which the State holds 100% of its charter capital to compile a dossier of proposal of the transfer, which shall comprise:

A written proposal and explanation of the objectives, necessity, and socio-economic efficiency of the transfer, the issues to be further addressed; the rights and responsibilities of the transferring and the owner-representing agency;

A report on assessment of the financial situation, operating income of the transferor, enclosed with the audited financial statement of the year preceding the year of intended transfer; a report on assessment of the impact of the transfer and the receipt of the transfer on the transferring enterprise and the owner-representing agency;

A report on assessment of the financial situation and operating income of the enterprise whose shares or capital contributions are held by the transferring enterprise, enclosed with the audited financial statement of the year preceding the year of intended transfer;

Directive documents of the competent authorities related to the transfer (if any);

b2) Within 20 working days from the date it receives the transfer proposal dossier, the owner-representing agency shall direct professional departments to coordinate with the enterprise in appraising the information and figures in the transfer dossier; and report it to the owner-representing agency for issuance of the transfer decision. The transfer decision shall contain the following details: the quantity and book value of transferred shares and capital contributions (for transferred shares, it also includes the market value as of the date of transfer); the time of transfer; the settlement of financial issues and accounting arrangements of the transferring enterprise; issues to be further addressed; and the rights, obligations, and responsibilities of the parties;

c) Transfer of non-business units under an enterprise in which the State holds 100% of its charter capital to the owner-representing agency of the enterprise in which the State holds 100% of its charter capital:

c1) The owner-representing agency shall direct the enterprise in which the State holds 100% of its charter capital to compile a dossier of proposal of the transfer, which shall comprise:

A written proposal and explanation of the objectives, necessity, and socio-economic efficiency of the transfer, the issues to be further addressed; the rights and responsibilities of the transferring and the owner-representing agency;

A report on assessment of the financial situation, operating income of the transferor, enclosed with the audited financial statement of the year preceding the year of intended transfer; a report on assessment of the impact of the transfer and the receipt of the transfer on the transferring enterprise and the owner-representing agency;

Directive documents of the competent authorities related to the transfer (if any);

c2) Within 20 working days from the date it receives the transfer proposal dossier, the owner-representing agency shall direct professional departments to coordinate with the enterprise in appraising the information and figures in the transfer dossier; and report it to the owner-representing agency for issuance of the transfer decision. The transfer decision shall contain the following details: information about the transferred non-business unit; the time of transfer; the settlement of financial issues and accounting arrangements of the non-business unit (if any); issues to be further addressed; and the rights, obligations, and responsibilities of the parties.

Article 95. Financial settlement upon transfer

Financial settlement in the cases of transfer prescribed in Article 91 of this Decree shall be based on the following principles:

1. Transfer the assets in their existing condition based on the values recorded in the accounting books, and adjust increases or decreases in equity according to the accounting book values of shares, capital contributions, and assets at the enterprise.

2. Transfer without payment and revaluation of the investment project or transferred assets.

Section 2

Transfer of the share purchase right, pre-emption right, and the right to purchase capital contributions between an owner-representing agency and an enterprise in which the State holds 100% of its charter capital

Article 96. Cases of transfer

1. Transfer of the share purchase right, pre-emption right, and the right to purchase capital contributions of the state capital portion in the enterprise (hereinafter referred to as the right to purchase shares or capital contributions) from the owner-representing agency to an enterprise in which the State holds 100% of its charter capital under its management.

2. Transfer of the right to purchase shares or capital contributions from the owner-representing agency to an enterprise in which the State holds 100% of its charter capital having the function of state capital investment and trading.

3. Transfer of the right to purchase shares or capital contributions arising in an enterprise currently undergoing the transfer of the right to represent the owner as prescribed in Clause 2, Article 82 of this Decree to the receiving enterprise in which the State holds 100% of its charter capital.

4. Other cases of transfer under the directions of the Prime Minister.

Article 97. Principles and competence to decide on transfers, and mechanisms for management after transfer

1. In case where the owner-representing agency does not exercise the right to purchase shares or capital contributions for additional investment using state capital in accordance with the regulations, it shall consider and decide on transferring such right to an enterprise in which the State holds 100% of the charter capital under its management, or to an enterprise in which the State holds 100% of the charter capital having the function of state capital investment and trading as prescribed in Clause 1, Article 98 of this Decree, ensuring sufficient time to exercise such right within the time limit notified by the enterprise. The right to purchase shares or capital contributions shall be transferred free of charges.

2. In case where the enterprise in which the owner-representing agency holds shares or contributes capital operates in an industry or field in which the State is required to continue investing capital in accordance with the criteria and classifications of wholly and partially state-owned enterprises, the enterprise receiving the right to purchase shares or capital contributions shall exercise such right as well as manage and account for it in accordance with the regulations.

3. In case where the enterprise in which the owner-representing agency holds shares or contributes capital operates in an industry or field in which the State is not required to continue investing capital in accordance with the criteria and classifications of wholly and partially state-owned enterprises, the enterprise receiving the right to purchase shares or capital contributions shall consider and decide whether to exercise such right or transfer it after receipt in accordance with the Government’s regulations on the management and investment of state capital in enterprises, ensuring economic efficiency.

Article 98. Sequence and procedures for transfer

1. Based on the notification of the enterprise in which the owner-representing agency holds shares or capital contributions regarding the exercise of the right to purchase additional shares or capital contributions, and based on the report of the receiving enterprise on its financial position and its ability to balance capital sources, the owner-representing agency shall issue a decision on the transfer of the right.

2. Based on the decision transferring the right to purchase shares or capital contributions of the owner-representing agency, the receiving enterprise shall excise such right under the issuance plan of the enterprise in which the owner-representing agency holds shares or capital contributions, or transfer such right in accordance with the Government’s regulations on the management and investment of state capital in enterprises.

Chapter VIII

IMPLEMENTATION PROVISIONS

Article 99. Effect

This Decree takes effect from February 13, 2026, and replaces:

1. The Government’s Decree No. 126/2017/ND-CP dated November 16, 2017 on transformation of state enterprises and single-member limited liability companies with 100% state enterprise-invested charter capital into joint-stock companies.

2. Article 1 of the Government’s Decree No. 140/2020/ND-CP dated November 30, 2020 amending and supplementing a number of articles of the Government’s Decree No. 126/2017/ND-CP dated November 16, 2017 on transformation of state enterprises and single-member limited liability companies with 100% state enterprise-invested charter capital into joint-stock companies; the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets at enterprises, and the Government’s Decree No. 32/2018/ND-CP dated March 08, 2018 amending and supplementing a number of articles of the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets at enterprises.

3. Regulations in Chapter III, Chapter IV, Clause 3, Article 54 of the Government’s Decree No. 23/2022/ND-CP dated April 5, 2022 on establishment, transformation and rearrangement, transfer of the right to represent the owner at enterprises with 100% charter capital held by the State.

4. Article 8, Clause 2, Article 17 of the Government’s Decree No. 10/2019/ND-CP dated January 30, 2019 on the exercise of rights and performance of responsibilities of the state owner’s representatives.

Article 100. Transitional provisions

1. Enterprises for which the decisions announcing the enterprise value were issued before the effective date of this Decree but the equitization plans have not yet been approved shall continue to formulate and submit their equitization plans to the competent authorities, and implement the equitization plans in accordance with this Decree.

Enterprises prescribed in Clause 1, Article 28 of this Decree must undergo a State Audit and re-adjust the announced enterprise value in case where there are deviations.

2. Enterprises for which the equitization plans were approved by the competent authorities as prescribed by the law regulations before the effective date of this Decree shall continue to implement the approved plans. The settlement of financial issues and account-finalization of proceeds from equitization as of the date the joint-stock company is granted the enterprise registration certificate for the first time shall comply with this Decree.

3. Enterprises for which the plans to offer shares to strategic investors were approved by the competent authorities before the effective date of this Decree shall continue to implement the approved plans. For the remainder of shares (the difference between the volume of shares actually offered to strategic investors and the total volume of shares expected to be offered to strategic investors under the approved equitization plan), the owner-representing agency shall decide to adjust the charter capital and charter capital structure before organizing the first General Meeting of Shareholders to continue conducting the capital transfer in accordance with the applicable law regulations on transfer of state capital invested in joint-stock companies.

4. An equitized enterprise, which has been converted to a joint-stock company before the effective date of this Decree but has not yet had its equitization account-finalization as of the date it is officially converted into a joint-stock company approved, shall comply with the following regulations:

a) Before December 31, 2028, pursuant to the law regulations applicable as of the date the joint-stock company is granted the enterprise registration certificate for the first time (including their amendments and supplements, if any), the owner-representing agency shall assume the prime responsibility for, and coordinating with related authorities to settle financial issues and then decide on approving the financial statements for the period ended the date of the enterprise’s official conversion into a joint-stock company; the account-finalization of equitization expenses; the account-finalization of funding for supporting redundant employees; the account-finalization of proceeds from equitization, and decide to announce the actual value of the state capital portion calculated on the date the joint-stock company is granted the enterprise registration certificate for the first time, as well as direct the handover to the joint-stock company;

b) In case where a level-II enterprise is equitized, the Members' Council/President of the level-I enterprise shall assume the prime responsibility for the settlement, account-finalization, and decision-making as prescribed at Point a, Clause 4 of this Article;

c) After the time limit prescribed at Point a, Clause 4 of this Article, the owner-representing agency, the Members' Council/President of the level-I enterprise shall take accountability to the Government and the owner-representing agency for the failure to complete the account-finalization and handover to the joint-stock company. The delay in completing the account-finalization and handover to the joint-stock company of the equitized enterprise shall be considered a basis for evaluating and classifying its cadres, public employees, and managers in accordance with the law regulations;

d) If it is an enterprise subject to auditing as prescribed in Clause 1, Article 26 of Decree No. 126/2017/ND-CP, pursuant to the law regulations applicable when the joint-stock company is granted the enterprise registration certificate for the first time, the owner-representing agency (if a level-I enterprise is equitized) and the Members' Council/President of the level-I enterprise (if a level-II enterprise is equitized) shall assume the prime responsibility for and coordinating with related authorities to settle the enterprise's financial issues.

After the financial issues of the enterprise are inspected and addressed, the owner-representing agency/Members' Council/President of the level-I enterprise shall send a written request, enclosed with the dossier, to the State Audit Office of Vietnam for auditing the equitization account-finalization dossier. Such dossier shall comprise: The financial statements for the period ended the date of official conversion of the enterprise into a joint-stock company; the account-finalization of equitization expenses; the account-finalization of funding for supporting redundant employees; the account-finalization of proceeds from equitization and the actual value of the state capital portion as of the date the equitized enterprise is officially converted into a joint-stock company. The State Audit Office of Vietnam shall audit the equitization account-finalization dossier upon receipt of the request of the owner-representing agency. The time limit of the audit and the date of announcement of the audit results shall comply with the Law on State Audit and the procedures of the State Audit Office of Vietnam.

The equitized enterprise and the owner-representing agency/Members' Council/President of the level-I enterprise shall provide explanations and furnish all relevant dossiers and documents, which must be complete and accurate, relating to the equitization account-finalization and financial settlement prior to the approval of the account-finalization, upon the request of the State Audit Office of Vietnam.

Based on the audit results of the State Audit Office of Vietnam, the owner-representing agency/Members' Council/President of the level-I enterprise shall consider and decide on announcing the actual value of the capital portion of the state/the level-I enterprise in the level-II enterprise as of the date the equitized enterprise is officially converted into a joint-stock company, and determine the additional amount payable as prescribed into the state budget or to be remitted to the parent company - the enterprise in which the State holds 100% of its charter capital (if any), and direct the handover to the joint-stock company.

5. Proceeds from the equitization of level-II enterprises, after deducting expenses related to equitization as prescribed by the regulations, shall be accounted into the finance income of the level-I enterprise, excluding the following proceeds that must be remitted to the state budget:

a) Proceeds from the equitization of level-II enterprises that are officially converted into joint-stock companies before April 1, 2022 (the effective date of the Government’s Decree No. 148/2021/ND-CP dated December 31, 2021);

b) Payable proceeds from the initial offering of shares arising before April 1, 2022 (after deducting the funding for supporting redundant employees, equitization expenses, the value of additionally issued shares calculated at par value, and the historical price of the offered shares corresponding to the capital of the level-I enterprise invested in the level-II enterprise).

6. The balances of the Enterprise Reorganization Support Fund at parent companies of economic groups, parent companies of state-owned corporations, and parent companies in parent company - subsidiary conglomerates remaining as of December 31, 2017 (including receivables and cash balances) shall be remitted to the state budget in accordance with decentralization regulations. Parent companies of economic groups, parent companies of state-owned corporations, and parent companies in parent company - subsidiary conglomerates that were approved by the competent authorities to raise their charter capital from the Enterprise Reorganization Support Fund before the effective date of this Decree may retain such balances to raise their charter capital under the approved plans.

7. For the plans on land use as of the date this Decree takes effect:

a) Enterprises for which the plans on land use upon equitization were approved by the competent authorities upon their equitization shall continue the subsequent steps of the equitization process and such approved lands;

b) In case where the enterprise was not officially converted into a joint-stock company and has not had a land use plan approved, the approval of the land use plan shall be ceased. The equitized enterprise shall compile a statistical table of the land currently managed and used by the enterprise in accordance with the law regulations after it is converted into a joint-stock company on the principle that such conversion is not associated with the change of land use purposes, and report it to the owner-representing agency for approval if it is a level-I enterprise or to the Members' Council/President of the level-I enterprise for approval if it is a level-II enterprise.

8. The volume of shares sold to the trade union of the equitized enterprise before the effective date of this Decree shall be held by the trade union of the joint-stock enterprise and cannot be transferred within 03 years from the date the equitized enterprise is officially converted into a joint-stock company.

9. In case where, as of the date of valuation of the equitized enterprise, a cash balance remains in the reward fund for managers and supervisors, the equitized enterprise shall pay the rewards to them in accordance with the regulations.

In case where a balance remains after such payments have been made, the equitized enterprise shall report it to the owner-representing agency for consideration and decision on remittance to the state budget in accordance with the decentralization regulations.

10. Enterprises that completed the initial offering of shares prior to the effective date of this Decree:

a) In case where the enterprises meet the conditions for listing as prescribed by the law regulations on securities, they must be listed within 90 days from the date this Decree takes effect;

b) In case where the enterprises fail to meet the conditions for listing but are eligible to operate as public companies as prescribed by the law regulations on securities, they shall register for trading on the UPCOM as prescribed by the law regulations on securities within the time limit prescribed at Point a of this Clause;

c) In case where the enterprises are not eligible for operating as public companies, they shall not register for trading on the UPCOM.

11. Enterprises undergoing reorganization in the forms prescribed in Chapter III and Chapter IV for which the reorganization plans were approved by the competent authorities in accordance with the law regulations applicable before the effective date of this Decree shall continue their reorganization process under the approved plans.

12. Capital transfer plans that were approved by the owner-representing agencies in accordance with the law regulations applicable before the effective date of this Decree shall continue to be conducted.

Article 101. Responsibilities for implementation

1. The Prime Minister shall:

a) Decide on the criteria for classification of wholly and partially state-owned enterprises that restructure state capital in the proposal of the Ministry of Finance, based on the following principles:

a1) The classification criteria must align with the guidelines and policies of the Party regarding the reorganization, renewal, and enhancement of efficiency of state-owned enterprises.

a2) Industries and fields in which the State invests and holds capital must conform to Law No. 68/2025/QH15 and its guiding documents.

a3) The restructuring of state capital must ensure conformity with the objectives of enhancing the business efficiency, production and business capacity, and competitiveness of the enterprise; ensuring the efficiency, preservation and development of state capital; and preventing scattered investment, wastefulness, and loss of state capital and assets.

a4) In case where specialized law regulations prescribe the ownership ratio for the state, such specialized law regulations shall prevail.

b) Based on the criteria for classification of wholly and partially state-owned enterprises and the socio-economic development objectives and tasks from time to time, approve the 05-year plan for restructuring state capital in the enterprises prescribed in Appendix III to this Decree, on the basis of the report consolidated by the Ministry of Finance from the proposals of owner-representing agencies.

2. Owner-representing agencies shall:

a) Base themselves on the criteria for classification of wholly and partially state-owned enterprises, and socio-economic development objectives and tasks from time to time to approve the 05-year plans on restructuring of state capital in enterprises under their management in the forms of capital restructuring prescribed in this Decree and relevant law regulations;

b) Propose plans for restructuring state capital in enterprises in the cases prescribed in Clause 3, Article 82, Clause 4, Article 91, and Clause 4, Article 96 of this Decree, and seek opinions from the Ministry of Finance before reporting such plans to the Prime Minister for consideration and decision. The Ministry of Finance shall provide specific opinions clearly stating its position on the proposal of the owner-representing agency. In case where it disagrees, the reasons therefor shall be clearly stated.

3. State-owned enterprises shall, based on the criteria for classification of wholly and partially state-owned enterprises and the socio-economic development objectives and tasks from time to time, approve the 05-year plans for restructuring capital in enterprises in which they have invested in accordance with the forms of capital restructuring prescribed in this Decree and relevant law regulations.

4. The Ministry of Finance, the Ministry of Home Affairs; the State Bank of Vietnam and other related authorities, within the scope of their functions and tasks, shall guiding the implementation of this Decree.

The Government authorizes the Minister of Finance to guide the application of this Decree in accordance with Article 61 of the Law on Promulgation of Legal Documents.

5. In case where difficulties and issues arise regarding those within the scope of regulation of this Decree but have not been prescribed and fall under the competence of the Government as prescribed in Law No. 68/2025/QH15, at the proposals of owner-representing agencies, the Ministry of Finance shall summarize and report them to the Government for consideration and decision.

6. Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, Chairpersons of provincial-level People's Committees and enterprises, direct owner's representatives, and representatives of the state capital contributions are responsible for implementing this Decree./.