Decision 22/2015/qd-Ttg Dated: Transforming Business Units Into Public Joint Stock Companies

Original Language Title: Quyết định 22/2015/QĐ-TTg: Về việc chuyển đơn vị sự nghiệp công lập thành công ty cổ phần

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PRIME MINISTER
Numbers: 22 /2015/QĐ-TTg
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, June 22, 2015

A DECISION.

On the transfer of the public career unit to a holding company

________________

Government Law Base December 25, 2001;

Corporate Law Base November 26, 2014;

The Securities Law Base on June 29, 2006; The Amendment Law, which complements several provisions of the Securities Law on November 24, 2010;

The Investment Law Base November 26, 2014;

The Management Law Base, which employs state capital invested in the production of business at the business November 26, 2014;

Base of Protocol 59 /2011/NĐ-CP July 18, 2011 by the Government on the business transfer of 100% state capital to a holding company; Protocol No. 189 /2013/NĐ-CP November 20, 2013 by the Government amended, adding some of the provisions of the Digital Protocol. 59 /2011/NĐ-CP July 18, 2011 by the Government on the business transfer of 100% state capital to a holding company;

Resolution Base No. 101 /NQ-CP on December 31, 2014 of the Government on the regular Government session of December 2014;

At the suggestion of the Minister of Finance,

The Prime Minister issued a decision on the transfer of a public career unit to a holding company.

Chapter I

COMMON RULES

Number one. Apply Scope and Apply Objects

1. The adjustment range

a) This decision stipulated the transfer of a public career unit of ministries, peer agencies, government agencies, the People's Committee of the Provinces, the Central City, the Economic Group, the state company, the company. (after this, it is called the public career unit).

b) The case of economic unions, the state company ' s total when the commodity shares continue to inherit its public career units, the transfer of these units to the holding company is done by regulation at the Digital Agenda. 59 /2011/NĐ-CP And the digital decree. 189 /2013/NĐ-CP of the Government.

2. Subject applies

Public career units are subordinated to ministries, peer agencies, government agencies, the People's Committee of the Provinces, the Central Committee of the Central Committee, the economic group, the total state corporation that is qualified under the provisions of Article 2 of this Decision.

For successful career units operating in the fields of health, education, and training, the emphasis is on the basis of autonomy, advancing to complete autonomy, accounting, such as enterprise. Promotion of cooperation on the basis of property conservation and the purpose of providing public services. The management of the management, which hires the facilities, provides the shares on the principle of ensuring that it continues to provide public service with better quality.

Article 2. Conditions, sequence and procedures of transferring the public career unit into a holding company.

1. The public career units stipulate in Clause 2 Article 1 This decision makes the move into the holding company when ensuring sufficient conditions.

a) Self-assurance of all regular operating costs in the nearest year at the time of making the transition or potentially self-preservation of the entire operating budget regularly after the conversion.

b) In the category of transformation into the holding company according to the decision of the Prime Minister.

2. The procedure, procedure, and content related to the transfer of a public career unit to a holding company is made in accordance with the regulation at this Decision; the non-regulation content at this Decision is executed by regulation at the Digital Protocol. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP of the Government and the existing guided texts on the business transfer of 100% state capital into the holding company.

Third. The form of conversion and the first share method of sale

1. The conversion form

a) Hold the existing state capital at the public career unit, releasing more shares to increase the charter capital.

b) Sell a portion of the existing state capital.

c) The combination has just sold out a portion of the state capital that just released more stocks to increase the charter capital.

2. The first-part selling method: Public auction sale, release bail, and direct agreement.

Article 4. Object and share purchase conditions

1. domestic investor

a) The domestic investor is the Vietnamese individual and the organizations are established and operates under the law of Vietnam (except for the specified cases at Point 2 This).

b) The investor in the country is entitled to buy the shares of the public career unit which makes the transition to the number of unrestricted numbers, except for the specified case at Clause 4 This.

2. Foreign investor

a) Foreign investors include foreign organizations and individuals to be regulated at the Capital Donation Process, purchasing shares of foreign investors in Vietnamese businesses decided by the Prime Minister during each period.

b) The foreign investor to be bought shares of the public career unit made the transition by regulation at this Decision. The ownership rate of foreign investors is by the regulation of the law on the commodity stake and the transformation of the state enterprise.

c) Foreign investors have the need to purchase shares that must open a deposit account at an organization that provides payment services under the Vietnamese law on foreign exchange.

3. Strategic Investment

a) Strategic investors are domestic investors and foreign investors with financial capacity, new technology transfer, human resource training, the written commitment of the competent person in sticking to a long-term benefit with the unit.

b) Based on the regulatory capital scale, the operational field and the development of the development of the unit, the Executive Committee of the Industrial Equity Unit to build the criteria for the construction of the criteria for the head of the agency to determine the approval of the approval agency. The number of strategic investors is determined to be a maximum of 03 investors. The strategic investor is not transferred the share of the shares purchased for a minimum of 5 years from the date the unit was issued for the first business registration certificate; the special case needed to transfer the stake before the above deadline must be transferred. The Eastern Council agreed.

Where the strategic investor does not make the right commitment, violating the statutory transfer limit must pay for all losses that occur in accordance with the right commitments and regulations of the existing law.

c) The principle of determining the share price for strategic investors:

-For the sale of shares to the strategic investor after the public auction the sale prices were directly agreed upon with strategic investors but no less than the lowest success price.

-For the case of a direct or auction agreement between the qualified strategic investors and has made a purchase of the purchase before performing a public auction the sale price is the price of agreement between the parties or the successful bidding price but not the price. Lower than the starting price has been given authority by the authority to determine the approval conversion method.

4. Members of the Board of Equity Direcalization (except members are representative of the public career units), intermediate financial institutions, private individuals who advise, valuation, auction sale of the shares of the public career unit are not involved in the auction. The purchase price for the first time.

Article 5. Equity consultancy and the cost of converting a successful career unit to a holding company.

1. Stock Consulting

The public career unit is hired by the organization to determine the unit value upon the implementation of the conversion, building conversion and sale of the first part. The authorities have the authority to determine the option of converting the organizational equity advisory under the regulation of the law and the guidelines of the Ministry of Finance. The cost of switching advice is calculated at the cost of the commodity stake.

2. Cost of conversion

The cost of performing a successful career unit into the holding company is made as a regulation to the business transfer of 100% state capital to a holding company.

Number 6. The rights and obligations of the public career unit after the transformation of the holding company

1. After the transformation of the holding company, the unit operates under the provisions of the Enterprise Law, the specialized laws and regulations of the existing law; it is continued to carry out the provision of public services to society. Self-determination to collect service prices on the basis of a reasonable price frame of reasonable costs, legally provided by the competent authority.

2. When carrying out the transformation into a holding company, the unit is responsible for arranging, using the maximum amount of labor at the time of the decision to switch and coordination with the relevant agencies to resolve the job, stop the employment of the worker by regulation. of the Labor Code and other rights under the current regulation; inherits all responsibility for workers from the established public career unit; there is the option of hiring, the deployment of employers.

3. The public career unit after turning into a holding company continues to inherit financial obligations and other obligations has been handed over from the public career unit to the holding company; it is responsible for tracking, the foreman revoking the debt to collect and implement it. The obligation to pay the debt; to use the entire property, the source of the funding to organize the business to be effective.

4. The public career unit is responsible for coordinating with relevant agencies, handling financial problems to determine the value of the unit's state capital at the time of its official transfer to the holding company.

Chapter II

FINANCIAL PROCESSING AT THE TIME OF DEFINING VALUE

INDUSTRIAL UNIT CONVERSION.

What? 7. Checklist, Property classification

1. When receiving the decision to implement the transformation of the competent agency, the economic conglomerate parent company, the state company makes the delivery for the public career unit (for its parent company accounting unit) assets, capital, rights to use, and the company. land, rights, obligations, and responsibilities attached to the operation of the unit.

2. The public career unit is responsible for resetting up the financial statements and making audits at the time of the unit value definition, the authorities have the authority to approve.

3. A career unit that organizes inventory, categorising asset management, use; spreadsheets determine the quantity, quality and value of the existing assets due to its management and use (including assets being the right to land use, patents, and other assets). Patents, scientific research ...); cash checks, pay up bank deposits; confirm legacy assets, lacking in accounting books.

4. Passport, validation and classification of debt payout: A public career unit that exercises the projection, validation, classification of debt payers; set the details table for each of the crediters, creditors following the following regulation:

a) The debt must be obtained:

-The passport, which confirms the full amount of debt receivable (including the due debt, has not yet reached a deadline and has been overdue payment).

-Outstanding analysis of debts must be difficult to obtain, debt is not likely to be revoked. The debt receivables are not able to recover enough that the proof is not recovered.

-For the pre-paid payers for the service goods provider such as rent, land rent, purchasing money, the public to deal with the contract, the volume of service goods provided to account for the value of a converted public career unit.

b) The debt must be paid to include loans, tax liabilities, and receivables of the state budget: The contract base, the debt paper, the opposition to the table of loans by each creditholder; the identification of the tax owed and the provision of another state budget; the distribution. In terms of contract loans, loans in the term, loans that have not yet been paid, loans are overdue, the original debt, the debt debt is not paid, the debt payable, but not payable.

Debts must be paid but not paid in accordance with the state's existing regulations.

What? 8. Financial Processing

On the basis of inventory results, the financial statements have been audits and approved by the authority to approve, the unit in coordination with the relevant authorities that exist in accordance with the rule of law before determining the value of the public career unit. and the value of the state capital at the unit. The case with or beyond jurisdiction is reported to the authorities for consideration, settlement.

Assets and debts are processed in accordance with the following principle:

1. For the property of depreciation, loss: The unit determines the cause, the responsibility of the individual, the collective and the required compensation by law. The arbiter portion (if any) between the remaining value of the property and the individual compensation level, the related collective is accounted for by the unit's operating costs.

2. Asset assets, if not identified by the cause or failed to find the owner, handle an increase in the actual value of the state capital.

3. For assets without the need for use, unliquorable stagnable assets, the unit establishing the Council for making liquing procedures, ceded by regulation. The liquoration, the franchise is made through a public auction by the state's current regulation. The revenues and expenses for liquoration work, the asset concession is accounted for by the income and the cost of the unit. When it comes to determining the value of a public career unit without timely treatment, the authorities have the authority to publish the value of the unit review, decide the exclusion not into the unit value and make the transfer to the economic conglomerate parent company, A member of the state corporation or LLC is a member of the Vietnam Debt Purchase.

4. For the welfare work (kindergarten, kindergarten, other welfare assets) invested by reward funds, the welfare fund does not count on the value of a public career unit; the holding company continues to inherit management and use to serve the purpose of welfare. The benefit of the labourers. For the home area, the land has its layout as a housing officer, staff if it is eligible under the provisions of the Land Law and Land Law guidelines, the unit as a transfer procedure for the local, local, land-based body. the current law.

5. The asset used for the operation of the investment unit by the source of the reward fund, the welfare fund is charged into the value of the public career unit and the holding company continues to use. The holding company is responsible for completing the portion of the capital corresponding to the value of this asset to the reward fund, the welfare fund to share the worker who is working at the time of the unit value according to the number of years of work.

6. The balance balance of the reward fund, the welfare fund, after compensated for the overspent costs for the worker, is divided by the worker who works in the unit at the time of determining the unit value according to the number of years of work.

7. For debts receivable, debt must be paid

a) The debt receivable but not revoked is processed by the state's current regulation of debt processing.

b) The debt must pay without paying, the capital increases the state capital at the unit.

8. For the state budget budget or the economic conglomerate parent company, the state company ' s gross state company.

a) To implement scientific and technological research topics, basic building investment projects, licensed equipment procurement facilities that are currently unimplemented or not implemented: By the time the official move to the holding company, the unit, The career continues to be held by the state budget or the economic conglomerate parent company, the state-level company to do so. This funding will be credited with an increase in the value of the investment state at the holding company; the holding company is responsible for regulating the regulatory capital under the provisions of the Enterprise Law.

b) To train, fostering cadres, officials, national objectives programs: A career unit made up to the time officially transferred to the holding company. The remaining budget or no use must be filed into the state budget or submitted to the economic conglomerate parent company, the state corporation. The funding due to the state budget will be determined by the provisions of the Budget Law.

9. For the established public career unit with a stable reserve fund income to the point of unit converting to a holding company that is not yet used, this money is divided by the worker who works in the unit at the time of the valuation. Career-based career units.

Chapter III

DEFINE THE TRANSFORMATION PUBLIC UNIT VALUE

What? 9. Consulting valuation

1. The public career unit has a total asset value according to accounting books from 30 billion or more or more of the state capital value according to accounting books from 10 billion or more to the lease of institutions with valuation functions such as audit firms, securities firms. The business appraisal in the country and abroad (then called a valuation consulting organization) performs the value of the unit value.

2. The case does not belong to the specified object at paragraph 1 This, the unit that identifies the value and reports the competent authority. In case of need, the unit may be able to lease an organization with a value appraisal function that determines the value of the value.

3. The authority has the authority to decide the option of converting the choice of valuation organization by principle

a) For valuation bids valued at no more than $03 billion, the authority with the authority to decide the conversion method may choose the form of a bid designation to select the valuation organization in the list published by the Ministry of Finance after the decision. It is approved by the Prime Minister; the trial is required by the Prime Minister; it is required to hold bids for the bidding by the law of bidding.

b) For non-regulated consulting packages at Point 3 This, the authorities have the authority to determine the decision to change the decision to hold a bid for the unit to implement the prescribed valuation advisory.

4. The implementation of the valuation advisory organization determines the value of the established career convertifully in accordance with the regulation at this Decision and must be completed in accordance with the right deadline, correct the commitments in the signed contract. The public career unit makes the transition that is responsible for providing full, honest information related to the organization of pricing use in the valuation process.

The valuation advisory organization is responsible for the results that determine the value of the public career unit making the transition. In case the outcome determines the correct unwarranable value of the law, the authority with the authority to decide the method is refused payment of the payment of the service; if it damages the State, it must be compensated and removed from the list. The books of eligible organizations are eligible to participate in valuation counseling.

5. Cost consulting costs

The cost of valuation consulting by the public career unit makes the transition and the organization consulting the agreement according to the bid results. In the absence of a bid, the Board of Directing Shares of Commerce with the Organizational Valuation of the Cost and the agency determines the approval conversion method.

What? 10. The applicable method and base determine the value of the public career unit

The method of defining value for the established career unit transformed into a holding company is the asset method. The base to determine the value is:

-The decision and margin of the assets of the economic conglomerate parent company, the state corporation for the public career unit making the transition (if available), the financial report, the number according to the unit's accounting book at the time of the valuation.

-Document inventory, classification, and evaluation of the unit's assets at the time of the valuation.

-The market price of the property at the time of the pricing organization.

-The value of the right to use the land is delivered, which is worth the amount of land rent redefined in the event that paid once for both the lease period.

What? 11. Define the actual value of the assets of the public career unit that turns into the holding company.

1. For property is an object

a) The actual value of the property by (=) The value of the market price at the time of the organizational valuation (x) The remaining quality of the asset at the time of valuation.

In it:

-The market price is:

+ The new asset prices are the same types that are buying, selling on the market including transportation costs installed (if any). If the property is not available on the market, the property price is calculated according to the new purchase price of the property equivalent, the same production water, which has the same capacity or comparable feature. The absence of an equivalent property is calculated at the value of the property that is written on the accounting book.

+ The basic building price, the investment yield provided by the competent authority at the closest point to the valuation time for the property is the basic building product. The specified case is calculated by the value of the book, which adds a sliding element in basic construction.

For the newly completed construction investment works for 3 years prior to the valuation of the value, the use of the value of the work was approved by the authority. In a separate case, the work has not yet been approved by the authority but entered into use as a result of the value written on the accounting book.

-The quality of the property is determined by a percentage point to the quality of the asset and the new type of procurement or new construction investment, in accordance with the State regulations on safety conditions in use, operating the property; ensuring the quality of the product. Manufacturing, sanitation, according to the management of the Department of Engineering. Without the state regulation, the quality of the property is a device machine, which is reassessed no less than 20% less than the quality of the property and the new procurement type; of the plant, the architecture is 30% less than the quality of the plant. of the property of the same type of new construction investment.

b) The fixed asset has depreciated sufficient capital; labor tools, management tools have allocated all value to business costs but the public career unit making the conversion continues to re-evaluate to account for the value in principle. less than 20% of the value of property, tools, new purchases.

2. For cash assets, deposits are defined as follows:

a) Cash is determined by the receipt of the fund.

b) The deposit is determined by the balance that the specified balance is to the bank where the unit opens the account.

3. The debt must be calculated at the value determined by the actual balance on the accounting book and after the treatment is processed as stipulated at Point 4 Article 7 This Decision.

4. The cost of basic building investments, the unfinished cost associated with compensation, the release, the levy, and the value of the right of land use are determined by the fact that the accounting is on the accounting books.

5. Value of bookkeeping assets, short-term and long-term funds determined by the actual balance on the accounting books that have been confirmed.

6. The value of intanable assets (if any) is determined by the value remaining on the accounting book.

7. Business advantages value

Public career units do not have to calculate the value of business (brand, development potential) at the value when making the transition.

8. The rights to the use of land to calculate the value of a converted public career are carried out by regulation at paragraph 6 Article 1 Resolution No. 189 /2013/NĐ-CP of the Government and the relevant manual text.

What? 12. The actual value of state capital at the public career unit converted to a holding company.

1. The actual value of state capital at the unit by the actual value of the unit minus (-) the actual debts must be paid, the reserve fund stabilises income and the amount of career funding (if any). In it, the actual debt must pay is the total value of the debt payable (-) the debt is not payment.

2. The actual value of the converted public career unit is the value of the entire existing assets determined by regulation at Article 11 This Decision.

What? 13. The publication of the transformation career unit value

The profile base determines the value of the public career unit due to the organization of construction pricing (or by the self-built unit), the Directorate of the Equity Advisory Committee on the sequence, procedure and how to determine the value of the established career-based public career unit, The agency reports that the authorities have jurisdiction in Clause 2 Article 22 of this decision making the decision to publish the value of a public career unit.

The time of the publication of the conversion unit value ensures the maximum value of the value for a maximum of 6 months. The case is too limited to publish the value of the unit, the authority has the authority to review, the decision to extend the time of publication of the value but must ensure the principle of publication of the value and the organization of the sale of the first part of the career unit. It was established to convert a time-based valuation of less than 12 months, except for specific cases of the Prime Minister's decision.

What? 14. adjust the public career unit value

1. The public career unit making the conversion of the value of the business announced in the following case:

a) There is the objective cause (disaster, enemy, state policy, change, or other possible causes) that affect the value of the assets of the unit.

b) After 18 months from the time of determining the value that the public career unit has not yet carried out the sale of the shares, except for the specific cases under the Prime Minister ' s decision.

2. Regulation at paragraph 1 This applies only in the case of a converted public career unit that has not yet performed the share sale.

3. The Authority has the authority to take responsibility for consideration, the decision to adjust and republish the value of the transformation public career unit. The decision to adjust the value of the public career unit is the base for the construction of the conversion method.

What? 15. Financial processing at the time of the public career unit officially turned into a holding company.

1. The base decides to publish the value of the public career unit of the competent authority, the unit responsible for regulating the figures in the accounting book.

2. In the period from the time of determining the value of the public career unit to the time officially turned into a holding company, the unit continues to handle the existing financial existence and the financial reporting at the time of official time. It ' s transformed into a holding company, which is:

a) For fixed asset investment, investment building investment is unfinished when determining the value of a public career unit but by the time it is officially transformed into a holding company that completes the investment and is approved by the authority to approve the decision if it does. There is a difference to the timing of the value of the established career unit, which is adjusted to the approved decision.

b) The fixed asset depreciation rate is the level of registration with the tax authority prior to the implementation of the value of the public career unit value.

c) The arbiter is processed according to the state's current regulation of the public career unit.

3. In the 30-day period since the date given the first Business Registration Certificate, the Index of the Index of the Index of Organizational Instructions to help and unit of public career completed the establishment of financial statements at the time of certification, carried out. audits of financial reporting; recommend the priority tax authority to examine tax decisions and accounts receivship (if available); redefining state capital value at the time of the official move to a holding company; the account of the proceeds of the proceeds. In terms of the shares, the cost of the worker labor, the cost of the shares.

At the time case determining the value of the public career unit was the year before, the official time to turn into a holding company was the following year to set up a financial report of the period, not separate two reports at the time of December 31 and in Japan. The time officially turned into a holding company. Financial statements must send the agencies, the statutory unit of the law on the accounting regime.

Financial statements have been audalized, the process of deciding the conversion process (including the proceeds of the shares, the payments to the surplus worker, the conversion costs) and the relevant unit of the unit sent to the decision-making body and the transfer decision. the relevant agency to coordinate the examination, process the existence of finances and implement the financial reporting approval, approve the decision process process.

4. In the 30-day period since the date of receiving the financial report has been audits, the report of the tax decision (if any) of the public career unit, the decision-shifting agency has a responsibility to coordinate with the relevant agency, which handles the following: The financial and financial decision-making was decided to approve the financial decision, the amount of money that proceeds from the transition, the cost of the cost of the conversion, the funding of the funding to the workers of the public, and the decision to publish the actual value of the state capital at the expense of the government. The timing of the formal career unit was officially transformed into a holding company to make a base between the public and the holding company. Part.

5. The disparities between the actual value of the state capital at the time of the official move to the holding company with the actual value of the state capital at the time of determining the value of the public career unit to the transition to the upcoming Support Fund. set up the business at the economic conglomerate parent company, the state company ' s general company or the Corporate Development Assistance Fund and the development of the business (for units subordinated to the ministries, peer agencies, Government agencies, the Provincial Committee of the Provinces, the Chinese direct city). I'm sorry

In the case of the economic conglomerate parent company, the state corporation has transformed into a holding company, which will be submitted to the Fund for the Promotion and Development Assistance Fund.

In the case of reduced deflation, the unit is responsible for reporting the authority to coordinate with relevant agencies, clarify the cause, identify the collective responsibility, personally, and handle the following:

a) If the cause of the objective (due to the disaster, the enemy, because the State changes the policy or other irreplacable causes) the unit reports the authority to decide the conversion of the review, deciding the use of proceeds from the semi-shares to compensate. a loss of losses after substitution of insurance (if any). Where the proceeds from the semi-equity are not compensated, the agency has the authority to review through the General Assembly to regulate the scale, the unit's regulatory capital structure.

b) If the subjective cause:

-The case of deflation deflation due to non-handling of the point of financial existence in accordance with the law of the current law when determining the value of the state capital at the unit must determine the responsibility of the relevant authorities (unit, agency). Valuation and decision agencies determine the value of a career transformation unit) to handle material compensation.

-The case of deflation deflation is due to the management of the unit's management, which is responsible for compensated all the damage caused by the executive order.

-The case for the incompetence that the person responsible for compensation does not have the ability to perform compensation under the decision of the competent authorities, the rest of the losses are treated as the case by the specified objective cause at the time. This one.

What? 16. The table between the public career unit makes the transition and the holding company.

The base decided to approve the financial decision, decide the amount of proceeds from the stake, the cost of the cost of the shares, the funding of the funding for the workers of the surplus and the decision to publish the actual value of the state capital at the time of the unit. The formal public career moves into a holding company, the Board of Antiquities Directors to direct the unit only to modify accounting books, set up table records, and organize the table; the completion time is no more than 30 days from the date of the decision to approve the decision. accounting at the time the official unit moved to the holding company.

The holding company used the entire property, which was handed over to organize operations; inherits all rights, obligations, responsibilities of the established public career unit, and other rights, obligations under the rule of law.

The obligations and responsibilities of the established public career unit were determined to add after the decision was made, handed over to the holding company that was not part of the holding company's responsibility. The case is due to a deprivation, which led to the holding company not responsible for inherits the debt liability obligation of the public career unit implementing the shares, the Director (or Principal, Institute of the Head), the Chief Accounting of the Public Career Unit and The organizations, the individuals who are fully involved are in charge of the payment of the debt.

After a period of 60 days from the date of the signing of the Table, the holding company must complete records of the property, land and send to the competent authorities under the regulation to make the transfer of management, using the property from the established public career unit. the holding company; the implementation of the land, paying the use of the land, granting or granting a license to the use of the land by regulation in the Law of Land and the Law of the Law of the Land.

1. Table records include:

a) The profile determines the value and decides to publish the value of the transformation public career unit.

b) The financial report at the time of the official unit to be transformed into the holding company was auditated and approved by the economic conglomerate parent company, state company general or ministry, peer agency, Government subordinated agency, People's Committee of the Provinces, The central city of the Central Committee (for its immediate unit, the government, the government, the People's Committee of the provinces, and the Central Committee of the Central Committee).

c) The decision to determine the value of the state capital at the time of the transfer to the holding company shares the authority.

d) The asset table, capital was established at the time of the delivery (which has a table of details of the debt of debt to the holding company that continues to inherit and that the financing should continue to process-if any).

) Reports of labor and land use.

2. Table Component

a) The owner of the owner or company of the economic corporation, the state corporation; the Director (or the provoking, the Head of the House), the established Career Unit Chief Executive Officer, representing the transaction.

b) Chairman of the Board, Director, Chief Accounting Officer and representative of the holding company corporation representing the recipient.

3. The table editor must have the full signature of the table component and must be clear: Property status, capital, labor at the time of the table; the rights and obligations of the holding company continue to inherit; the existing holding company is responsible for marketing. solved.

Chapter IV

SALE FOR THE FIRST TIME AND MANAGEMENT USING MONEY

GO FROM THE TRANSFORMATION OF THE PUBLIC CAREER UNIT

What? 17. Define the charter capital and the regulatory capital structure

1. The results base announced the value of the state capital at the industrial unit of transformation and production plans, the business of the years after the transformation of the holding company, the competent agency decided the method of conversion of the scale and body size decision. The rules are as follows.

a) The case of the actual value of the state capital at the conversion unit is greater than the necessary capital required for the operation of the unit after the conversion then the authority has the authority to approve the approval of the conversion method that regulates the charter capital. Real demand. The difference between the actual value of the state capital with a specified regulatory capital rate is submitted to the Enterprise Arrangement Support Fund at the economic conglomerate parent company, the state corporation, or about the Enterprise Development Assistance Fund (for the unit). It is subordinate to the Ministry, the peer-to-government agency, the Government's Committee of the provinces, the Central City of the Central Committee.

b) The case of release of additional shares, the charter capital is determined by the actual value of the state capital at the business and the value of the equity release added in accordance with the stock price.

2. On a regulatory capital basis that has been identified, the agency decided to convert the base to the actual scale to decide the first equity structure, including the project.

a) The state shares held by the state-based business classification criterion published by the Prime Minister in each period.

b) The shares sold to strategic investors and other investors are no less than 20% of the charter capital. The number of shares sold to other investors is no less than 50% of the number of the above shares.

c) The semi-preferable share of the union organization at the industrial unit of industrial equity:

The grassroots union was used as a union fund to buy preferable shares but no more than 3% of the charter capital and the number of shares were not transferred; the sale prices were preferable to the union organization by selling shares of incentives for the prescribed labourers. A Article 21 of this decision.

d) The share of the sale of incentives for workers in the public career unit executed by regulation at Article 21 of this Decision.

What? 18. Manage and use proceeds from the transformation of the public career unit.

1. The sale of state capital

a) The amount of proceeds from the conversion, the unit used to pay the cost of conversion and the cost of solving the policy of monetary policy by the state-defined state regime as for the enterprise 100% of state capital transformed into the holding company and the decision of the agency. Yes, I have jurisdiction. The rest (including the share price difference) after subtracted the above expenses submitted to the Enterprise Arrangement Support Fund at the economic conglomerate parent company, the state company ' s total company or the Corporate Development Assistance Fund and Enterprise Development (for the unit). It is subordinate to the Ministry, the peer-to-government agency, the Government's Committee of the provinces, the Central City of the Central Committee.

b) The case of proceeds from the unit conversion is not sufficient to address the policy for residual labour, which is supplemated from the Fund for Arrangement Assistance and Development (for the unit subordinated to the Ministry, peer agency, Government subordination, the Commission of Human Services) people of provinces, central cities, central cities, or from the Foundation to support the business at the parent company, the economic conglomerate parent company, the state-owned corporation (for a unit of the economic corporation, the state-owned corporation), which is the case for the Foundation to support the business arrangements. at the economic conglomerate parent company, the company ' s total shortage of state companies is supported from the Fund for Arrangement Assistance and Enterprise Development.

2. The case of releasing more shares to increase charter capital

a) The proceeds from the conversion leave the unit of the value corresponding to the number of additional release shares in the denominate; the capital surplus (the difference between the proceeds from the share price and the total release share price) is used to pay the transfer costs. innovations and policy-solving for excess labor; if the lack of it is added from the Fund to Arrange And Develop the Enterprise (for a unit of subordination, peer agency, government subordination, the People ' s Committee of the Provinces, the city of subordination). Central) or from the Corporate Arrangement Support Fund at the economic conglomerate parent company, the state-owned company ' s total (for its corporate subordination). The economy, the state-owned company, and the company's parent company, the state-owned company's corporate parent company, is supported by the Fund for Corporate Assistance and Development.

b) The remaining amount (if any) leaves the unit in proportion to the corresponding release share in the regulatory capital structure, the rest (including the share price difference) after subtracing the cost under the regulation at Point A 1 This is submitted to the Fund. Support for business arrangements at the economic conglomerate parent company, state company Corporation or Corporate Development Assistance Fund and Enterprise Development (for its subordinate, peer-based unit, Government subordinated agency, People ' s Committee of the provinces, the city directly). It's the Central Committee.

3. The case of sale of state capital combined release added

a) The proceeds from the conversion leave a career unit to a portion of the value corresponding to the number of published shares in denominations; the surplus capital is used to pay the cost of conversion and policy settlement to excess labour, if the value of the transaction costs. The lack of treatment is the same as regulation at the point b 1 This thing.

b) The rest (if any) is processed as follows:

-Submit to the Corporate Arrangement Support Fund at the economic conglomerate parent company, the state company 's total company or the Corporate Development Assistance Fund and Enterprise Development (for its subordinated unit, peer agency, Government subordinated agency, the People' s Committee of the Provinces, It ' s the value of the central part of the state, the value of the state that sells the value of the state.

-The remainder (if any) is divided by regulation at Point 2 This Article.

What? 19. Send a representative of the state capital at the industrial unit of transition.

1. Member of the Council of Economic Corporation, the state corporation is the owner of the state capital at the industrial enterprise unit of the economic conglomerate, the state corporation after the transfer of the holding company.

2. The Prime Minister decides the body of a representative ownership of the state capital at the ministry of public affairs of the ministry, the peer-to-peer agency, the government agency, the Provincial Committee of the Provinces, the Central City of Central City after turning into a holding company. Part.

3. The agency is the owner of the state capital at the public career unit after being turned into a holding company that is responsible for sending people as a representative of the state capital. The elected representative of the state capital must ensure the same standards as for the regulation of the state capital portion of the state capital at 100% of the state capital transformed into the holding company.

Chapter V.

POLICY FOR THE PUBLIC CAREER UNIT

CONVERSION AND WORKER

What? 20. Policy of incentives for the industrial unit of transformation

1. Be exempt from the pre-book fee for the transfer of the assets under the management and use of the public career unit to the ownership of the holding company.

2. Be exempt from issuing a Business Registration Certificate when transferring the public career unit to a holding company.

3. re-signed the lease of land, renting the house, the architectural of the state agencies under the rule of law on land, property.

4. Being maintained and developed as an animal welfare fund as the cultural works, clubs, hospitals, nursing homes, young homes to ensure the welfare of workers in the holding company.

5. For the established career unit operating in the field of science, technology, education, vocational education, health, culture, sports, environment when moving to the holding company is still being continued to apply the incentives for scientific, technological, policy, and policy activities. encourage socialization as for businesses that operate in this area before the transition.

What? 21. Policy of incentives for workers in the industrial unit of transition.

1. The worker named on the regular list of the public career unit at the time of the publication of the value purchased a maximum of 100 shares per real year working in the state sector at a sale price of 60% of the lowest success price (the case). previous public auction) or by 60% of the lowest successful sale prices for strategic investors (the case of sale to a strategic investor first).

2. The worker named on the unit ' s regular list at the time of the publication of a convertiated public career unit, belonging to the object required and has a permanent working commitment of at least 03 years (since the date of the unit issued certificate). The first business subscription was purchased by the following regulations:

a) Buy an additional $200 per year of commitment to work, but a maximum of no more than 2,000 shares for 01 workers.

Employers are good professionals, have a high degree of professional expertise and subject to scientific research topics, patents that have been applied to work at the public career unit whose commitment to work has been lasting for at least 05 years (since the day). The unit issued for the first business registration certificate) was purchased by an additional 800 shares/01 years of commitment to work but a maximum of no more than 8,000 shares for a worker. The Department of Industry Management, the Provincial Committee of the Provinces, the Central City of the Guide, examines the corporate divisions that establish the transition directly and belonging to the economic corporations, the state corporation that builds the criteria for determining the good expert, who has it. The high level of professional expertise is consistent with the profession of the profession, the active sector of the career unit; this criterion must be unanimously approved by the General Assembly of the unit before switching unanimously.

b) The sale of the preferable share of the employer by regulation at the Point of A is determined to be the lowest successful auction (case of public auction first) or by the lowest successful sale price for strategic investors (the case of the value). Sold to a strategic investor.

c) The amount of preferable preferable stock of the worker, the good experts, who has a high degree of professional expertise and the topic of scientific research, patents the application has been applied to a share of the spectrum after the end of the year. Time of commitment.

The case of conversion of a public career unit to the worker must end the labour contract, quit the job, losing the employment of the Labor Code before the deadline was pledged, the number of shares that were purchased would be converted to a common stake. Yeah. If the worker has a need to sell it back to the equity business, the holding company is responsible for acquiring it with the price of trading on the market.

In case the worker terminated the labor contract before the deadline was committed or caused by the cause of the objective, the inability (such as death, loss of labor capacity ...) the company paid the amount of money that the worker had left to buy shares after subtracted. The benefits of the employer have benefited from the number of shares of preferable stock. The holding company is retained the number of shares above to sell to the newly recruited worker.

3. Be divided by the balance of the reward fund, the welfare fund including the property used for the regulatory operation at Clause 5, 6 Article 8 This Decision to Buy shares.

4. Being continued to participate and enjoy the rights to social insurance, health insurance and other regimes under the current regulation when switching to the holding company.

5. Enjoy the retirement and the rights to the existing regime if there is sufficient condition at the time of the publication of the public career unit value.

6. The excess worker at the time of the publication of the business value was given the same policy as for the amateur to rearrange the limited liability company a member owned by the State.

Chapter VI

THE ORGANIZATION.

What? 22. The powers and responsibilities in the organization make the transition

1. Prime Minister

a) Appropriation of the portfolio of public career units subordinated to economic corporations, the company's corporation into a holding company.

b) Appropriation of the category and methods of transformation of public career units directly from ministries, peer agencies, government agencies, People's Committees of the Provinces, the Central City of Central to a holding company according to the classification criteria of the Prime Minister. The General Government.

c) The decision of the agency to represent the owner of the state capital at the established public career unit of the ministry, the peer-to-government agency, the government agency, the Provincial Committee of the provinces, the Central City of China after the transfer of the equity firm. This is at paragraph 2 Article 19 of this decision.

2. Minister of ministries, peer-agency Prime Minister, Head of Government of the Government, Chairman of the People ' s Committee of the Provinces, Central City

a) The Prime Minister approx the portfolio of the public career unit of the Economic Group, the state corporation at the recommendation of the Council of Economic Group members, the state corporation.

b) Control, classification of a subordinate career unit of the ministry, peer-to-peer agency, government agency, People's Committee of the Provinces, the Central City of the Central City eligible for conversion to a corporation in accordance with the provisions of 1 Article 2 Decision The Prime Minister approved the catalog and the conversion method, which proposed the agency as the owner of state equity at the holding company.

c) The establishment of the Committee for the Equity Divisions of the Public Career to implement the Conversion Work in accordance with this Decision.

d) Guide, test, monitor the process of unit conversion according to regulatory content at this Decision and state regulations.

The commander of the ministry, the government agency, the government agency, the Provincial People's Committee, the Central Committee of the Central Committee to handle financial matters, the organization that determines the unit value, the transformation, the deployment. The methodology was approved; the publication of the value of the public career in the transition.

e) The decision to announce the value of the public career unit and approval of the conversion method to the established public career unit of the economic conglomerate, the state corporation.

g) Processing the finances of the established public career unit by jurisdiction.

h) Chair, coordination with regulatory agencies and approve the financial decision, decision of conversion costs; the funding decision to support workers, the amount of money that proceeds from the conversion and the publication of the actual value of the housing capital. The country at the time of the public career unit was granted the first business registration certificate.

i) Resolve the entanged, complaint, denounce of a career-based career-shifting public unit according to the regulation of the existing law.

) The Ministry of Planning and Investment, in coordination with the ministries, peer agencies, government agencies, the People's Committee of the provinces, the Central Committee of the Central Committee to build the National Government's public division of the government in the third quarter of the year 2015.

l) The Ministry of Labor-Trade and Society issued the text-based implementation of the regulation at this Decision which is related to the function, its mandate.

3. The Council of the Company ' s parent company, the state corporation

a) Runder of established career units eligible for regulation at Article 2 Clause of this Decision into a holding company, report to the Minister of Ministers, Premier of the Ministry of Public Affairs, Head of the Government of the Government, Chairman of the Provincial Committee of the Provincial People, It ' s central to the Central Committee to present the Prime Minister to approve the transformation portfolio.

b) Guide, check, monitor the transformation process of the public career unit according to regulatory content.

c) Command of the public career units: Processing of financial problems, the organization that defines unit value, the transformation of the transformation, implementation of the approved method.

d) Processing the finances of the established public career unit by jurisdiction.

The Minister of Ministers, Prime Minister of the Government, Chairman of the Government of the Government, Chairman of the Provincial People's Committee, the Central Committee of the Central Committee decided to publish the value of the public career unit and approve the transition.

e) Directs the public career units to implement financial decisions, decide the cost of conversion, fund the funding of support for the amateur worker, decide the amount of proceeds from the stake and determine the actual value of the state capital at the time. The establishment of a public career unit was issued with a Certificate of Business Registration for the first time to submit to the Minister of Ministers, the Chief Minister of the Ministry, the Government of the Government, the Chairman of the Provincial People's Committee, the Central Committee of the Central Committee, and the Central Committee of the People's Republic of China. approval.

4. Authority, responsibility and component of the conversion command Board

a) The direction of the conversion has the powers, the following responsibility:

-Help the agency to decide to convert the direction and organization to make a successful career unit transformation into the holding company in accordance with this Decision.

-Used to use the authority's seal while carrying out the mission.

-The establishment of the Organization for the deployment of the transformation in the public career unit.

-The direction of the transformation and the first charter of the holding company.

-The director of the transition-based career unit.

+ Preparing of records, legal documentation of the property of the unit (including the house, land); the method of using the land following the conversion; property inventory, the creditor of the debt at the time of the financial reporting by law.

+ Building conversion progress plans (including the timeline for each job step) the agency's decision to switch approval for execution. In the absence of progress, the unit leadership is determined not to complete the task.

-The judge and the competent authorities decided to publish the value of the public career unit, which decided to approve the conversion method.

-The unit direction converts in coordination with the intermediated financial institutions that hold the sale price auction.

-The agency reported the results of the sale of the shares.

-The president and the competent authorities decide to adjust the conversion method, deciding to adjust the value of the public career unit after turning into a holding company.

-Consider, choose, propose and coordinate with the competent organ that represents the part of the state capital that contributes to the post-transformation public career unit.

-The agency has the authority to approve the use of labor (in the conversion method) after the decision to publish the value of a public career unit.

b) Member of the Committee for the transition of the public career unit led by the Minister of Ministers, Chairman of the Provincial Committee of the Provincial People, the Central City of the Central Committee, of which the company represents the economic conglomerate parent company, the state corporation (for its online unit). It ' s the economic conglomerate, the state company.

What? 23. Performance Performance

1. This decision has been in effect since 10 August 2015.

2. A public career unit subordinated to the LLC a state-owned independent member held 100% of the charter capital when the share of the commodity was adopted by regulation at this Decision.

3. Ministers, peer-agency Prime Minister, Chief Minister of Government, Chairman of the Provincial Committee of the Provincial People, Central City, Chairman of the Council of Members, General Manager of Economic Corporation, State Corporation and Director, Performance, and Chief Financial Officer. Chief, the director of a career-shifting public office is responsible for implementing the regulations at this Decision.

Prime Minister

(signed)

Dao Dung