A DECISION.

About selling a lot of shares

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The T-Law Base. socket Government of 25. Ah! 12 years 200 1 ()

Administrative Base. Why? , using state capital invested in manufacturing, k. i Thank you. i business on 26 May Ah! 11 in 2014;

Make Resolution What? T Stain. 40 /NQ-CP on 1 th Ah! 6 years 20 1 5 of the Government on the Ch Session I'm Ph. brew regular May, 20 1 Five.

At the suggestion of Minister of Finance I'm -

The Prime Minister issued a decision on the sale of c socket the following l Oh.

Chapter I

COMMON RULES

What? 1. The adjustment range

This decision rules some content on state capital degeneration at the unlisted stock company or unregistered trading on the stock exchange market of unlisted companies held on the Dutch Stock Exchange. Cabinet (Upcom Exchange) due to ministries, peer agencies, government agencies (later called the Department of Industry Management), the People's Committee of the Provinces, the Central Committee of the Central Committee (later called the Provincial People's Committee), the economic group, the company's total company. the state, the state-owned company that owns 100% of the charter capital is the owner of the owner.

What? 2. Subject applies

The following hosts are subject to the applicable subject of this Decision:

1. The businesses have stockised and the colony must be regressive.

2. State capital holders at the holding company (including the Department of Industry Management, Provincial People's Committee), the representative under the investment state capital commission at another business (the following call for a representative) when the state capital recoil is done in the country. The holding company is unlisted or unregistered to the transaction on the Upcom Exchange.

3. Economic group member council, state corporation, company or company President held by the State held 100% of the charter capital, the authorized representative for the portion of the capital due to the economic corporation, the state-owned corporation, the investment firm at the enterprise. Otherwise, when there is a recession at unlisted equity firms or unregistered transactions on the Upcom Exchange.

4. Economic corporations, state-owned corporations, businesses that decide to transfer state equity representative rights after the evolution of the Investment Corporation and the state-owned capital business that is not subject to the decision.

What? 3. Explain words

1. "Sales share in batch" is the implementation of a share sale at the holding company that stipulated at Article 1 of this decision in the form of public selling, transparency for investors and each investor must register to buy the entire number of shares that salute the batch.

2. "deposit money" is a pre-capitalor advance to guarantee the exercise of the right to purchase shares.

3. "IPO" was the first public offering of the public.

4. "No success auction" is an auction where no investor buys shares (due to an investor violation of an auction or an auction house but does not buy).

5. "Welcome semi-competitive" is a competitive welcome where no investor buys shares (due to an investor violation of a semi-competitive offering or price investor but does not buy or investors pay equal price).

Chapter II

SPECIFIC REGULATION

What? 4. Common Principles

1. The sale of the shares in accordance with regulation at this Decision and other regulations is relevant for state capital degradation activity on the principle of public, transparent and consistent with the organizational and operational charter of the equity firm that contributes to the financial capital. of the State.

2. Sales share of the shares must be made to auction through the Stock Exchange on the basis of a batch of licensed batch approval by the prescribed jurisdiction at Article 5 This Decision, in which the batch of the shares in the batch must have the following basic content: a number of aucauction shares; the number of shares of each batch; the starting price of the auction share price; the investment house criteria for auction; the processing method in the event of the auction failed.

3. The investors who participate in auction in accordance with the prescribed batch at this Decision do not have to make a public offering in accordance with the securities law regulation and stock market.

4. Sales share in batches can divide into various batches to sell the auction depending on the number of shares and the market situation but each auction session only sells a single batch (full batch), the number of shares of a batch is no less than 5% of the company ' s charter capital. The holding company stipulated at Article 1 of this decision.

5. The semi-designated case (not through the Stock Exchange) is done by the Prime Minister ' s Decision.

6. Sell shares to the strategic shareholder for post-IPO businesses in the following cases:

-Selling shares to the strategic shareholder according to the approved shareholding scheme within 12 months since the business moved into a holding company, the prescribed implementation at the stock equity method has been approved, or by the decision of the agency. There's an authority to approve the equation of the antiquities.

-Sell shares to the strategic shareholder after 12 months since the business turned into a holding company that implemented a capital regression regulation.

-Selling shares to a strategic shareholder in a different way does the Prime Minister's decision.

What? 5. Authority approval of a batch share sale method

The Department of Industry Management, the Provincial People's Committee decided to sell a batch of shares in a batch at the holding company due to its ownership as the owner after consulting the Ministry of Finance, the Ministry of Planning and Investment; approving the batch of capital degeneration by the volumes. The economy, the state-owned corporation, the company, is planning to abdicate in other businesses.

The Council of Economic Corporation, a corporation of the state, company or company President decides to sell the shares in a batch at the holding company due to its ownership as a regulatory owner and the methodology has been approved.

For the sale of a portion of state equity at the parent company of economic corporations, the state corporation after the stake, the Department of Industry Management, the Provincial People's Committee decided the sale after the Prime Minister's approval. The government.

What? 6. Stain. The statue and the terms buy the shares in the batch

1. The investor is involved in the purchase of a batch of organizations, Vietnamese individuals and organizations, foreign individuals. Domestic and foreign investors are bought shares in unrestricted quantities. For the sector, the profession in which the legal law is concerned and the international treaty that the Socialist Republic of Vietnam is a member of the highest proportion of foreign investors in the investment.

2. The investor involved buying a batch of shares is the financial capacity investors; has a commitment to attach long-term benefits to the business; there is a method of continuing to use existing labor; corporate support to: Expansion of the market, raising financial capacity. major, corporate governance, transfer, new technology application, human resource training; improving the efficiency of business production and competiability of the business.

3. The base stipulated at Clause 2 This, the agent who builds investor selection criteria for purchasing shares in a batch of ownership reports to build a semi-equity method according to the approved licensing batch.

What? 7. The rights and obligations of the investor

1. Be entitled to the right to document, report relevant and be entitled to survey the business ' s business manufacturing activity to decide to join the purchase of the shares in the batch.

2. After completing the purchase of shares and becoming the shareholder of the business, the investor is responsible for implementing shareholder rights and obligations under the current law of the existing law, making the right of commitments that attach benefits and support the business across the country. The principle is consistent with the criteria for selecting investors to buy shares. In the absence of the right commitments that led to the loss of the business, the investor must perform reparation by the law of the present law.

What? 8. Define the starting price and nest Come on Aucauction share auction

1. The share price boot price is determined by the starting price of selling a partial stake (x) with the number of shares of a batch.

2. The starting price a share is defined on the basis that the organization ' s valuation has a valuation function.

3. The decision base approx the sale of a batch of shares in which the authority is approved by the authority of approval and the sale of the share price auction, the owner of the owner, the Chairman of the Board, the chairman of the company directing the representative coordination with the department. The Stock Exchange builds the share of the sale of the shares in the batch of each business, where the time of the execution of the minimum information is 20 days from the date of publication.

4. Sales share of the shares are organized by the Periodic Auction share sale Regulation at Clause 3 This.

What? 9. Sales share in batch

The sale of the shares in the batch is currently prescribed at Point 2 Article 39 The Management Law, which uses state capital invested in manufacturing, business at the business, namely:

1. The sale of the shares in the batch must take a prescribed auction at Article 4 of this Decision. The investor pays the highest price of the auction as the auction house. The case for investors to pay equal price for a batch of shares makes a competitive bid in the form of a closed ballot between investors who pay equal price at a starting price are the equal price and the highest bidder. The auction house.

The case of a semi-competitive offering failed (as investors pay equal price) in accordance with Article 2 of this.

2. The case with only a registered investor buying shares, the case of a semi-competitive offering failed or the case was allowed by the Prime Minister to license the sale of shares in accordance with the direct agreement with the investor.

The sale of shares in the form of direct agreement with the investor must ensure the following regulations:

-For the parent companies-economic corporation: The owner of the owner is reporting the Prime Minister to consider, deciding to sell the deal directly to the investor.

-For companies belonging to a batch-based semi-equity object that is given by the Prime Minister to the sale of shares in batch by means of a direct agreement with the investor.

-For the remaining businesses: The owner-owner decides to sell the deal directly to the investor. When the decision to sell a direct agreement to investors, the body representative body must be held accountable to the law of its decision and must comply with the principle: The person with the authority to decide the transfer of capital is not decided. transfer to the business including wife, husband, father, foster father, mother, foster mother, son-in-law, son-in-law, son-in-law, brother-in-law, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, sister-in-law. is the one with the same relationship.

-For a semi-competitive greeting case which is not successful due to investors paying equal price, the share number of a batch is divided evenly for sale to investors. The authority determines the sale of shares to this case in accordance with the provisions of this clause.

3. The case where the investor hits the auction but refuses to pay a share of the shares it is not reimbursable to the deposit deposit deposit.

What? 10. Money management from selling c socket the bulk of the

Proceeds from the sale of the shares in the batch at the holding company are processed as follows:

-Submitted to the Arrangement Support Fund and Corporate Development for the case of a post-batch sale at stake in the equity firms, the Provincial People 's Committee is the owner' s representative (after excluding the reasonable costs associated with the transfer of the shares). Concession).

-The proceeds from the sale of a batch in the holdings in the equity firms that have the capital of the economy, the state-owned corporation, the state-owned company that owns 100% of the charter capital after the exception of the investment capital value of the business, the cost of transfer and the implementation of the obligation tax by regulation, the remaining amount is determined in the income of the financial activity of the business.

What? 11. Option to build a capital of capital degeneration and cost of capital

The representative body owns capital at the holding company choosing to hire the advisory organization to build a capital degenerate, which decides to cost the capital and is accountable to the law of its decision.

Chapter III

THE ORGANIZATION.

What? 12. Finance Ministry Accountability

1. Command the State Securities Commission enacted the sale of the share price auction model.

2. Coordinate with the Department of Industry regulators, the Provincial People ' s Committee promptly processes that arise or the authority to have the authority to review, decide if to pass the authority.

What? 13. The responsibility of the Ministry of Industry Management, the Provincial People ' s Committee, Council Member of the Economic Group, the state corporation, or the president of the Company, holds 100% of the charter capital.

1. Directed the Representative:

a) Building a batch of shares in a batch (including the selection criteria for the investment buyer), the authorship report approved.

b) Coordinate with the stock exchange to build the Equity Auction Sale Statute.

c) Coordinated with investors in the survey of the business-producing operational situation of the business.

d) The process of monitoring the process of selling the share in the batch. The report represents the owner of the entanged in the execution process.

2. The decision to choose and hire an organization has a valuation function to determine the price of the sale of the shares in the batch; the choice and rent of advice to build the capital degeneration; the decision to cost the capital.

3. Check, monitor the implementation of a batch of sales share of businesses within the prescribed management range.

4. Review, authorship processing or authorship report that handles the entanged in the process of deploying a batch of shares in batches.

What? 14. Effect of execution

1. This decision has the enforcement effect since the date of the issue.

2. The case of a degenerate method was approved before this Decision to take effect on which to be adjusted, added to sell the shares in a batch, as specified by the decision at this decision.

3. Ministers, peer-agency Prime Minister, Chief Minister of Government, Chairman of the Provincial People ' s Committee, Central City of Central City; Council Member of the Economic Group, State Corporation or President of the Company held by the State of 100%. The charter capital, the authorized representative for the portion of the capital due to the economic corporation, the state corporation, the company, and the organizations, the other individual is responsible for the implementation of this decision.