Quyết định 51/2014/QĐ-TTg của Thủ tướng Chính phủ về một số nội dung về thoái vốn, bán cổ phiếu và đăng ký giao dịch, niêm yết trên thị trường chứng khoán của doanh nghiệp Nhà nước

THE PRIME MINISTER

Decision No.51/2014/QD-TTg dated September 15, 2014 of the Prime Minister guiding some contents on capital withdrawal, share sale, transaction registration and list in the stock market of the state-owned enterprises

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

Pursuant to the Law on Securities dated June 29, 2006; the Law on amending and supplementing a number of articles of the Law on Securities dated November 24, 2010;

Pursuant to Decree No. 59/2011/ND-CP dated July 18, 2011 and Decree No. 189/2013/ND-CP dated November 20, 2013 of the Government on transforming 100% state-owned enterprises into joint stock companies;

Pursuant to Decree No. 99/2012/ND-CP dated November 15, 2012 of the Government on assignment, decentralization of implementing the rights, responsibility and obligations of state ownership for the state-owned enterprises and the state capital invested in other enterprises.

Pursuant to Decree No. 71/2013/ND-CP dated July 11, 2013 of the Government on investment of state capital in enterprises and financial management for enterprises in which the state holds 100% of charter capital.

Pursuant to Resolution No. 15/NQ-CP dated March 06, 2014 of the Government on a number of solutions to promoting the equitization, state capital withdrawal in enterprises;

Considering the request of the Minister of Finance,

The Prime Minister issues the Decision of some contents on capital withdrawal, share sale, trading and listing registration,

Chapter I

GENERAL PROVISIONS

Article 1. Scope of adjustment

This Decision regulates a number of contents on capital withdrawal of enterprises in which the state holds 100% charter capital invested outside the industry and field of business and production under the restructuring Plan approved by the competent authorities and state capital transfer in enterprises in which the state does not need to maintain the holding percentage under the arrangement and equitization plan of state enterprises approved by the competent authorities and regulations on criteria, list of classification of state enterprises; share sale and trading and listing registration on securities market of enterprises with 100% state-owned capital.

Article 2. Subjects of application

1. One-member limited liability companies in which the state holds 100% of charter capital are established by the decision of the Prime Minister or of Ministries, ministerial agencies, government-attached agencies (hereafter referred to as Ministry Managing Sectors), People’s Committee of provinces and centrally-cities (hereafter referred to as provincial People’s Committee), including:

a) One-member limited liability companies are parent companies of economic groups or state-owned corporations; parent companies in the form of parent company-subsidiarycompany (hereafter referred to as parent company);

b) Independent one-member limited liability companies.

2. Ministry Managing Sectors, provincial People’s Committee are the owner’s representative of state capital contributed in other enterprises.

3. Authorized representative in enterprises in which the state holds 100% of charter capital and representative of state capital portion invested in other enterprises.

4. Organizations and individuals related to the activities of state capital investment, financial management for enterprises in which the state holds 100% of charter capital and manages the state capital invested in other enterprises.

5. Enterprises in which the state holds 100% of charter capital are operating in areas with financial specificity, then the capital transfer will comply with such specific regulations and the provisions in this Decision.

6. One-member limited liability companies in which the parent company holds 100% of charter capital, joint stock companies, limited liability companies with two members or more with the contributed capital of parent companies or independent one-member limited liability companies specified in Clause 1 of this Article will apply the provisions in this Decision to carry out their withdrawal of investment capital from enterprises.

Chapter II

SPECIFIC PROVISIONS

Section 1: ENTERPRISE’S CAPITAL WITHDRAWAL

Article 3. General provisions

1. The decentralized owner of state capital specified in Decree No. 99/2012/ND-CP dated November 15, 2012 of the Government on assignment and decentralization to exercise the rights and obligation of state owner for state-owned enterprises and state capital invested in enterprises withdrawing their capital (capital transfer) under the provisions in Decree No. 71/2013/ND-CP dated July 11, 2013 of the Government on investment of state capital in enterprises and financial management over enterprises in which the state holds 100% of charter capital and the provisions in this Decision.

2. The capital withdrawal under par value or accounting book value must ensure the following principles:

a) Maximum limit of investment loss and state capital preservation at the highest level upon capital transfer.

b) The capital transfer under the form of agreement is only implemented after unsuccessful auction (no or only one investor registering for auction) or the share and state capital have not been sold out by auction, except agreed sale of stocks listed on the stock exchange or registration for trading on Upcom at the agreed price under the provisions in Clause 1, Article 4 of this Decision. In case of unsuccessful agreed sale, enterprises will report to the state owner in order to request the State Capital and Investment Corporation(SCIC)to consider the acquisition.

c) Enterprises will make additional appropriation for sufficient provision of loss of financial investment under current regulations and in the following principles:

- For securities investment: the time of additional appropriation of provision is the time to formulate capital transfer plan.

- For long-term financial investment: the time of additional appropriation of provision is the time to formulate capital transfer plan and on the basis of financial statement of the last quarter of enterprises with contributed capital at the time to formulate capital transfer plan.

- Where the investment in the public companies has not been listed and the minimum provision price cannot be determined by three (03) securities companies at the time of appropriation of provision, then the appropriation of provision is done as long-term financial investment.

d) The starting price for public auction will be determined on the basis of the result of evaluation unit, but not under than the book value of investment minus the provision of loss of financial investment fully appropriated under the provisions at Point c, Clause 2 of this Article (if any).

The member Board or President of companies and enterprises specified in Clause 1, Article 2 of this Decision, Ministry Managing Sectors and provincial People’s Committee as the representative of state capital owner contributed in other enterprises (hereafter referred to as representative of state capital owner will make a decision on the starting price for auction.

3. The capital withdrawal from the enterprises specified in Clause 1, Article 2 of this Decision to invest in financial companies and commercial banks will comply with the provisions in Article 6 of this Decision and relevant regulations of law.

Article 4. Capital withdrawal under par value

1. In Joint Stock companies listed on the stock exchange or registered their trading on Upcom, if the price of listed stock is under their par value, then:

a) The share transfer will comply with the method of order matching or agreement trading under regulations of law on securities. In case of agreement trading through stock exchange or Upcom, the agreed price must be within the trading price range of securities code on the transfer day.

b) After organizing the share sale under the provisions at Point a of this Clause but the number of share offered can not be sold out within 03 months from the first day of application of order matching or agreement, the representative of state capital owner will consider and make a decision on adjustment of sale price up to 10% compared with the average successful trading price of 15 days prior to the day of determining the adjusted price for sale by agreement. For enterprises specified in Clause 1, Article 2 of this Decision, the member Board or company President will make a decision on agreement sale after a written approval of the Ministry Managing Sectors or provincial People’s Committee. Where the joint stock company has been listed under 15 days, the adjusted price is determined from the starting time of listing to the date of determining the adjusted price

c) In case of agreement sale specified at Point b of this Clause at the price outside the trading price range on the stock exchange or Upcom, the enterprises will inform the State Securities Commission prior to the trading.

2. In the joint stock companies not listed in the stock exchanges or registered their trading on Upcom, if the price of transferred stock of investment is determined under than its par value by the evaluation organization, then:

a) Share sale will be conducted in the form of public auction under current regulations and other provisions in this Decision. The starting price for auction complies with the principles specified at Point d, Clause 2, Article 3 of this Decision.

b) In case of unsuccessful auction or the shares have not been sold out by auction but there are investors committing to buy with agreement (not including investors involved in the auction but not paid), the representative of state capital owner will consider and make a decision on agreement sale to the investors as follows:

- For enterprises specified in Clause 1, Article 2 of this Decision, the member Board or company President will make a decision on agreement sale after having the written approval of the Ministry managing sector and provincial People’s Committee.

- The agreement sale is not under than the lowest successful auction price in case the offered shares are not sold out or at the price not under than the starting price of first auction in case of unsuccessful auction. Where the investors who have participated in the auction for the first time but abandoned all of their deposits, the agreed price will not be under than the lowest auction price. Where the investors commit to buy the same amount of shares with the equal agreed price, the offer will be done in the form of secret ballot among investors and the starting price is the price paid equally and investors who pay higher prices are the ones can buy the shares with the agreed price.

- The time of completing the agreement sale is within 60 days from the end date of deadline for payment of shares of the first auction.

c) In case of agreement sale specified at Point b of this Clause but unsuccessful or not having sold out the offered shares, the representative of state capital owner will consider and make a decision on price adjustment for second auction. The starting price for the second auction is as follows:

- In case of no investor buying the share with agreement price as specified at Point b of this Clause, then:

+ Reduce a maximum of 10% compared with the starting price of the first auction for unsuccessful auction;

+ Reduce a maximum of less than 10% compared with the lowest successful price of the first auction in case of not having sold out the amount of shares by auction.

+ Reduce a maximum of less than 10% of the lowest auction price of the first auction in case the investors who participate in the auction but abandon their deposits and these investors must not participate in the second auction and buy the shares with agreement price for the amount of shares not sold out after the second auction.

- In case the investors participate in the auction but abandon all of their deposits, the level of price reduction is not more than 10% of the lowest price and these investors must not participate in the second auction.

-In case of agreement sale specified at Point b of this Clause but the offered share are not sold out, then reduce a maximum of less than 10% compared with the lowest successful agreed price.

d)In case the second auction is still unsuccessful or the amount of offered shares are not sold out, the representative of state capital owner will consider and make a decision on agreement sale at the price not under than the starting price of the second price in case of unsuccessful price. For enterprises specified in Clause 1, Article 2 of this Decision, the member Board or company President will decide the agreement sale after having the written approval of the Ministry managing sector or provincial People’s Committee.

In case the investors commit to buy the same amount of shares with the equal agreed price, then the competitive offer will be done in the form of secret ballot among the investors with the starting price as the one equally paid and the investor who pays higher will buy the share with the agreement.

Article 5. Capital withdrawal under the accounting book’s value

1. In the joint stock companies listed on the stock exchange or registered their trading on Upcom, if the price of listing stocks is under than the value of accounting book, the representative of state capital owner will transfer the capital as prescribed in Clause 1, Article 4 of this Decision.

2. In the joint stock companies listed on the stock exchange or registered their trading on Upcom, if the value of transferred stocks of the investment is evaluated by the evaluation organization, the representative of state capital owner will carry out the auction or agreement sale specified in Clause 2, Article 4 of this Decision.

3. In the limited liability company with two members or more:

a) In case the representative of state capital owner requests the limited liability company with two members or more to buy back its contributed capital, the determination of transfer price will comply with the provisions in Article 43 of the Enterprise Law 2005.

b)In case the representative of state capital owner transfer its contributed capital to other members or organizations or individuals that are not the company members, the provisions of Article 44 of the Enterprise Law 2005, in which:

- If transferring capital to other members in the company, the representative of state capital owner will carry out the agreement sale. For enterprises specified in Clause 1, Article 2 of this Decision, the member Board or company President will decide the agreement sale after having the written approval of the Ministry managing sector and provincial People’s Committee. The agreed price is determined on the basis of consultation result of a evaluation organization but not under than the book value of the investment minus the appropriation of provision for loss of financial investment (if any).

- If transferred to other organizations and individuals that are not company members, the representative of state capital owner will decide the sale by auction or agreement sale specified in Clause 2, Article 4 of this Decision.

Article 6. Capital withdrawal in financial companies or commercial banks

1. The enterprises specified in Clause 1, Article 2 of this Decision (hereafter referred to as state-owned enterprises) withdraw their capital in financial companies or commercial banks as follows:

a) Enterprises owned by the State or with other state-owned enterprises from 5% or more of charter capital at commercial banks will be considered by the State Bank of Vietnam to receive the owner’s representative or appoint one or a number of state commercial banks (including state commercial banks holding 100% of charter capital or over 50% of charter capital) to buy back the charter capital under the plan approved by the Prime Minister for each case.

b) Other cases rather than the ones specified at Point a of this Clause, the state- owned enterprises will withdraw their investment capital in financial companies or commercial banks under regulations of law and provisions in Article 4, 5 of this Decision, at the same time must be approved in writing by the State Bank of Vietnam for the party receiving transfer on the issues of capital ownership and financial capacity under regulations of law before transfer. In case of unsuccessful auction or the amount of shares and state capital offered by auction are not sold out, the state-owned enterprises will request the State Bank of Vietnam to receive the owner’s representative or appoint one or a number of state commercial banks to buy back the shares before requesting SCIC to buy as prescribed in Article 7 of this Decision.

2. Determination of value of capital which the state-owned enterprises invest in financial companies or commercial banks as follows:

a) For financial companies and commercial banks that have not been listed on the stock exchange or registered their trading on Upcom:

- The State Bank of Vietnam will request an independent evaluation organization to determine the actual value of financial companies and commercial banks, thereby determining the appropriation of provision for losses of financial investment for the capital invested by the state-owned enterprises in these financial companies and commercial banks and evaluating this capital.

- Where the value recorded in accounting books of the capital which the state-owned enterprises invest in these financial companies and commercial banks is under than the value determined by the independent evaluation organization, the value of capital received by the State Bank of Vietnam or bought back by its appointed state commercial bank is the value recorded in the accounting book.

- Where the value recorded in the accounting book of the capital invested by the state-owned enterprises in the financial companies and commercial banks is higher than the value determined by the independent evaluation organization, the value of capital received by the State Bank of Vietnam or bought back by its appointed state commercial bank is the value determined by the independent evaluation organization or the price not higher than the value recorded in the accounting book minus (-) provision for losses of financial investment fully appropriated as prescribed by law.

b) For financial companies and commercial banks that have been listed on the stock exchange or registered their trading on Upcom:

- Where the value recorded in the accounting book of the stocks is under than the average trading price of such stocks in 10 order matching trading sessions preceding the time when the State Bank of Vietnam receives or its appointed commercial bank buys back the capital invested in the financial companies and commercial bank by the state-owned enterprises, the value recorded in the accounting books is the price received by the State Bank of Vietnam or bought by its appointed state commercial bank.

-Where the value recorded in the accounting book of the stocks is higher than the average trading price of such stocks in 10 order matching trading sessions preceding the time when the State Bank of Vietnam receives or its appointed commercial bank buys back the stocks, the average trading price of such stocks in 10 preceding order matching trading sessions is the price the State of Vietnam receives or bought by its appointed state commercial bank.

3. The restructuring of capital received by the State Bank of Vietnam or the state commercial bank is appointed to buy back the capital of the state enterprises invested in financial companies and commercial banks will comply with the current regulations of law.

Article 7. Investment capitals bought by SCIC

1. For state capital invested in the area of insurance and bank after being handled under the provisions of Article 4, 5 and 6 of this Decision but is not sold or sold out, the business will make a report to state capital owner to request SCIC to consider and agree to buy the remaining amount of shares or state capital at the price not higher than the starting price upon unsuccessful agreement sale or not higher than the successful agreed price (in case the amount of shares or state capital is not sold out). The price at which SCIC buys back the amount of shares or state capital must be not higher than the value of accounting book minus the provision for loss of financial investment fully appropriated under regulation. In case of failure of agreement with SCIC upon transfer of share or state capital, the state capital owner will request the Ministry of Finance to report to the Prime Minister for decision.

2. For the state capital invested in other areas other than the insurance and banking, SCIC will, based on the functions, duties and principles of capital investment specified in Decree No. 151/2013/ND-CP dated November 01, 2013 of the Government on functions, duties and operation mechanism of SCIC to consider and decide the buy-back. The price of buy-back of such investment will comply with the provisions in Clause 1 of this Article.

Article 8. Organization of share sale

1. For capital transfer in unlisted joint stock companies valued at par value of 10 billion dong or more and the state capital invested in limited liability companies valued from 10 billion dong or more, the representatives of state capital owner will consider and decide to hire the intermediary financial organization (securities companies) for auction or hold auction in their enterprises or through stock exchange.

Where the enterprises carry out the auction of share valued at par value from 10 billion dong or more but not through the stock exchange, the order and procedures for implementation are the same as in case of capital transfer valued at par value of less than 10 billion dong.

2. Representative of state capital owner may transfer the state capital in joint stock companies with their result of business and production as follows: There is loss in the year preceding the year of offer and accumulative loss to the year of offering registration; or there is loss in the year preceding the year of offering registration but no accumulative loss to the year of offer; or the year preceding the year of offering registration with profits but accumulative loss to the year of offering registration. The order and procedures for capital transfer are carried out as in the case of capital transfer in joint stock companies with profitable business result and no accumulative loss to the year of transfer.

Section 2: SCIC’S FIRST PARTICIPATION IN SHARE PURCHASE IN EQUITIZED ENTERPRISES.

Article 9. Subjects

SCIC’s first participation in share purchase in enterprises specified in Clause 1, Article 2 of this Decision and one member limited liability companies in which the parent company of economic groups or state-owned corporations , parent company in the combined parent company – subsidiary holds 100% of charter capital implementing the equitization according to the Decree No. 59/2011/ND-CP dated July 18, 2011 of the Government on transformation of enterprises with 100% of state capital into joint stock companies (hereafter referred to as Decree No. 59/2011/ND-CP) excluding independent enterprises with 100% of state capital under the Ministry managing sector or provincial People’s Committee implementing the equitization as the subjects transferring the right of representative of state capital owner to SCIC under the provisions of Decree No.151/2013/ND-CP of the Government.

Article 10. Forms and price of the first share purchase

SCIC’s first participation in share purchase in equitized enterprises by the mode of agreement in the following cases:

1. Purchasing shares before the equitized enterprises conduct the public auction:

a) In case there are strategic investors buy shares prior to the public auction, SCIC will buy the shares at the lowest successful agreed price for the strategic investors (in case of agreement sale to the strategic investors) or the lowest successful auction price of the auction among strategic investors (in case of auction among strategic investors).

b) In case there is no strategic investor buy shares prior to the public auction, SCIC will buy them at the price not under than the starting price approved by the competent authorities.

c) Within 05 days from the day of completion of share sale to the strategic investors or from the expiry date for registration of share purchase (in case of no strategic investor registering the share purchase), the Steering Committee for equitization will inform SCIC to consider, decide and complete the share purchase within 15 days from the day of receiving notice of the Steering Committee for equitization.

2. Purchasing shares after the equitized enterprises conduct the public auction:

a)In case of first auction of share but unsuccessful, SCIC will buy the shares at the price equal to the par value.

b) In case the shares offered by auction are not sold out, SCIC will buy the share at the price equal to the lowest successful auction price (in case of immediate purchase after the auction) or at the price equal to the lowest successful agreed price (in case of agreement sale to other investors but not sold out).

c) Within 05 days from the expiry date for registration of auction (in case of unsuccessful auction) or from the expiry date of payment for share purchase (in case of not sold out by auction) or from the day of completion of share sale to the investors (in case of agreement sale to other investors but not sold out), the Steering Committee for equitization will inform SCIC to consider, decide and complete the share purchase within 15 days from the date of receiving notice from the Steering Committee for equitization.

Article 11. Handling of unsold shares after the sale to SCIC

Where the business sell its shares to SCIC under the provisions in Clause 2, Article 10 but not sell out, the Steering Committee for equitization will report to the competent authorities to decide the approval for the equitization plan and adjustment of structure of charter capital for transformation into joint stock company before organizing first general meeting of shareholders under the provisions in Clause 3, Article 40 of Decree No. 59/2011/ND-CP.

Article 12. Share’s selling price to employees and trade union organizations in SCIC’s first participation in share purchase

1. The first selling price of shares to the employeesand trade union organizations will comply with the provisions in Decree No. 59/2011/ND-CP dated July 18, 2011 of the Government.

2. Where SCIC participates in share purchase right after the first share auction but unsuccessful and there is no strategic investor purchase shares prior to the public auction, then:

a) The preferential selling price of share to the employeesand trade union organizations is equal to 60% of selling price of share to SCIC under the provisions at Point a, Clause 2, Article 10 of this Decision.

b) The selling price of share to the employees additionally buying under the provisions at Point a, Clause 2, Article 48 of Decree No.59/2011/ND-CPis the selling price of shares to SCIC as prescribed at Point a, Clause 2, Article 10 of this Decision.

Article 13. Approving the equitization plan

The Steering Committee for equitization will coordinate with SCIC to develop the prescribed equitization plan, including determination of share sale plan for SCIC under the provisions in this Decision to be submitted to the competent authorities for approval.

Section 3: EQUITIZATION OF STATE-OWNED ENTERPRISES ASSOCIATED WITH REGISTRATION OF TRADING AND LISTING ON SECURITIES MARKET

Article 14. Trade and listing registration

1. For enterprises officially transformed into joint stock companies after the effective date of this Decision;

a) Within ninety (90) days from the date of issuance of Certificate of business registration, the equitized enterprises must complete the procedures for registration of public company and stocks for central securities depository at the securities depository Center and trading registration on Upcom under regulations of law on securities and securities market.

b) Where the equitized enterprises meet the conditions for listing at the stock exchange, after conducting the procedures for putting stocks in trading on securities market under the provisions at Point a, Clause 1 of this Article, within 01 year from the date of issuance of Certificate of business registration, the equitized enterprises must supplement dossier to complete the procedures for listing at the stock exchanges under regulations of law on securities and securities market.

2. For enterprises officially transformed into joint stock companies before the effective date of this Decision, the representative of state capital owner will direct the representative to coordinate and urge the business to complete the registration of trading and listing under the provisions in Clause 1, Article 14 of this Decision within 01 year from the effective date of this Decision.

Article 15. Approving the equitization plan in trade and listing registration

The organ having the authority to approve the equitization plan will approve the equitization plan including the contents to put the stocks into registration of trading and listing on securities market as prescribed in Article 14 of this Decision.

Chapter III

IMPLEMENTATION ORGANIZATION

Article 16. Responsibilities of Ministry of Finance

1. Coordinating with the Ministry managing sector, provincial People’s Committee, parent companies, independent one member limited liability company to monitor and inspect the transfer of state capital in the enterprises and promptly settle difficulties arising or request the competent level to consider and decide if beyond authority.

2. Aggregating the capital transfer of economic groups, state-owned corporation, state-owned enterprises and submitting quarterly and annual reports on implementation result to the Prime Minister.

Article 17. Responsibilities of State Bank of Vietnam

1. Coordinating with the Ministries and units concerned to implement the provisions in Article 6 of this Decision; appointing the state commercial banks to buy back the capital invested by the state-owned enterprises in financial companies and commercial banks.

2. Making quarterly and annual reports to the Ministry of Finance on the result of capital withdrawal of state-owned enterprises in financial companies and commercial banks for aggregation and report to the Prime Minister.

3. Coordinating with the Ministries and units concerned to develop the plan and submit it to the Prime Minister. The plan is that the State Bank of Vietnam will receive the owner’s representative or appoints the state commercial bank to buy back the capital of the state-owned enterprises invested in financial companies and commercial banks.

Article 18. Responsibilities of Ministry managing sector and provincial People’s Committee

1. Directing and urging enterprises under their management scope to implement the capital transfer plan under the provisions in this Decision. Taking responsibility before the Government and the Prime Minister for late completion of approved progress plan for state capital transfer.

2. Deciding the state capital transfer under par value and book value in enterprises with the state contributed capital in which the Ministry managing sector or provincial People’s Committee are the owners’ representatives under the provisions of this Decision.

3. Within 10 working days, from the date of receiving the written request of the member Board or company President has the written opinion for the enterprises specified in Clause 1, Article 2 of this Decision to implement their capital transfer by the mode of agreement sale.

4. Considering and handling under the authority or reporting to the competent level to settle difficulties related to the capital transfer in the enterprises under their management scope as prescribed.

5. Inspecting and monitoring the capital transfer in enterprises under their management scope as prescribed.

6. Directing the representative of state capital in enterprises to develop the capital transfer plan as prescribed.

7. Making quarterly and annual reports to the Prime Minister, the Steering Committeefor business innovation anddevelopment on the result of implementation of state capital transfer plan of enterprises under their management scope to be sent to the Ministry of Finance for general aggregation and report to the Prime Minister.

Article 19. Responsibility of Board of Members, President of the Parent Company – Economic Corporations, state-owned corporations, parent company in the model of the parent company – subsidiary, independent one member limited liability companies under the Ministry Managing Sector and provincial People’s Committee.

1. Deciding the state capital transfer plan under the par value or accounting book value under the provisions in this Decision.

2. Deciding the capital transfer by the mode of agreement sale specified in this Decision after having the approval of the Ministry managing sector or provincial People’s Committee.

3. Choosing and hiring consultation organization having evaluation function to determine the starting price as a basis for capital transfer.

4. Organizing the implementation and ensuring the progress plan for state capital transfer under the approved scheme. Taking responsibility before state capital owner for the late completion of progress plan for state capital transfer under the approved scheme.

5. Within 05 working days, from the end date of capital transfer by the modes specified in Article 4 and 5 of this Decision without success, making a report to the state capital owner (also sent to SCIC) for consideration and decision on agreement sale to SCIC.

6. Directing the capital representative in other enterprises with contributed capital of enterprises specified in Clause 1, Article 2 of this Decision to develop the capital transfer plan as prescribed.

7. Making quarterly and annual reports to the state capital owner on the result of implementation of state capital transfer plan (including the progress plan) and also sent to the Ministry Finance for aggregation and report to the Prime Minister.

Article 20. Responsibilities of SCIC

1. Implementing the assigned tasks under the provisions in this Decision. Making quarterly and annual reports to the Prime Minister on the result of implementation of tasks and also sent to the Ministry of Finance for aggregation and report to the Prime Minister.

2. Within 60 days, from the date of receiving the notice of representative of state capital owner to consider and decide the buy-back of investment under the provisions in Article 7 of this Decision.

3. Continuing the review of state capital transfer bought back under the provisions in Article 7 of this Decision and relevant regulations of law.

4. Monitoring the separate accounting record of buy-back investment specified in Clause 1, Article 7 of this Decision and excluded upon annual business evaluation and classification.

Article 21. Responsibilities of state-owned enterprises carrying out equitization

1. Developing the equitization plan associated with registration of trading and listing on securities market under the provisions of Article 14 of this Decision.

2. Carrying out equitization of state-owned enterprises under the Plan approved the competent authorities, regulations of law on equitization of state-owned enterprises and the provisions in this Decision.

Article 22. Responsibility of the Steering Committeefor business innovation anddevelopment

Acting as a counselor for the Prime Minister in directing the Ministries, sectors, localities, economic groups, state-owned corporation to comply with regulations on capital withdrawal; making quarterly and annual report to the Prime Minister on the implementation.

Article 23. Implementation effect

1. This Decision takes effect on November 01, 2014.

2. Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, President of People s Committees of provinces and centrally-run cities, President of the member Board, the company President, CEO, Director of enterprises in which the State holds 100% of charter capital and other organizations or individuals concerned client shall implement this Decision. /.

The Prime Minister

Nguyen Tan Dung