PRIME MINISTER--------SOCIALIST REPUBLIC OF VIETNAMIndependence - Freedom - Happiness---------------Number : 929/QD-TTgHanoi , July 17, 2012 DECISIONAPPROVAL SCHEME " RESTRUCTURING OF STATE ENTERPRISES , LTD IS A GROUP KEY ECONOMIC STATE CORPORATION PERIOD 2011 - 2015 "PRIME MINISTERPursuant to Government Code held December 25, 2001 ;Pursuant to the Resolution of the 3rd Conference of the Party Central Committee XI ;Pursuant to Resolution No. 94/NQ-CP September 27, 2011 of the Government on the Government's regular meeting in September 2011 ; 01/NQ-CP Resolution No. 01 dated 03 May 2012 of the Government on the solutions operating primarily directing the implementation of plans of economic development - social and state budget in 2012 , Resolution No. 12/NQ-CP May 9, 2012 of the Government on the session regular government in April 2012 ;At the proposal of the Minister of Finance and Head of Innovation Steering Committee for Enterprise Development ,DECISION :Article 1 . Approval Scheme " restructuring of state enterprises , focusing on economic groups and corporations for the period 2011 - 2015 " with the following contents :I. OBJECTIVESRestructuring of state-owned enterprises , focusing on economic groups and State corporations to achieve the following objectives :- State Enterprises has more reasonable structure , focusing on industry , a key sector , providing products , essential public services for social and national defense and security , as the core for the economy countries perform the leading role , is an important material force oriented to the State , to regulate the economy and macroeconomic stability .- Improving the competitiveness and profitability on equity for the business enterprise ; complete production tasks , providing products , essential public services to society , defense security for public utility enterprises .II . DUTIES1 . Classification of enterprises with 100% state capital is in accordance with the following groups :a) Group 1 : State Enterprise holds 100 % stake in the exclusive domain of state , defense and security; published , irrigation , ensure traffic safety ; lottery ; production production and distribution of large-scale multi-objective significance of particular importance - economic society associated with defense , security , management and exploitation of the infrastructure system of national railways , urban , airfields , seaports type I ; printing and minting money .b ) Group 2 : enterprise equitization which the State holds 50 % stake in the activity sectors as stipulated in Decision No. 14/2011/QĐ-TTg March 4, 2011 by Prime Minister promulgating the

criteria and classification of state enterprises . In which specify :- State holds 75 % stake in the equitization of economic groups , corporations , state enterprises large-scale operation in the field of mining and processing natural resources , minerals; providing network infrastructure information media .- State holding from 65 % to 75 % of charter capital after equitization of large-scale enterprises , operating in the field of production of basic chemicals , fertilizers , food wholesale , wholesale drug disease prevention and treatment , pharmaceutical , financial , credit , insurance , water supply, drainage , sanitation , urban lighting in large , production and storage of original species of plants and animals ; vaccine manufacturing prevention , management , maintenance of roads, inland waterways , management and operation of seaports , large-scale electricity production , rail transportation , aviation .In addition to the above mentioned businesses , other businesses equitization , situation -specific basis and the ability to market , the State holding over 50 % to under 65 % of chartered capital or stakes .c ) Group 3 : The state now extends losses , not capable of remedy will effect the sale and transfer of businesses , restructuring debt to convert into a joint stock company , limited liability company many members , dissolution or bankruptcy .2 . Follow market principles divestment of state has not invested in the business or not directly related to the main business , the state capital in joint stock companies in which the State should not dominate .3 . Restructuring of enterprises by sector , irrespective of the field level , management agencies . Initially, in the fields of construction, commerce, telecommunications , publishing , lottery , water supply , urban environment , irrigation , management and repair of roads, railways , waterways . ..4 . Restructuring corporations, state-owned companies from a comprehensive organizational models , management , human resources , business industry , strategy development , investment and product markets . Reorganization of some corporations , state corporations to suit the situation and mission requirements .5 . Perfecting mechanisms and policiesa) For enterprises with 100 % state capitalCompleting the legal framework for corporate business activities in general and the legal environment for fair competition with enterprises of other economic sectors , effective use of resources invested . Enterprises manufacturing , product supply , public services , defense , security and accounting to perform the tasks assigned to social policy .Renewal of corporate governance for state-owned enterprises that focus on economic groups and corporations enhance state autonomy , self-responsibility in production and business expansion coupled with improve efficiency , competitiveness and sustainable development . There are management mechanisms and control of imported technology , machinery , equipment ... of business .Identify and clarify specific powers and responsibilities of the Board members , CEO / Managing Director in business management , use of funds, state property to ensure the autonomy of production, business and preserve and enhance the efficient use of capital assets .Improving the mechanism of investment business in the state capital and corporate financial management for business and profit distribution mechanism in enterprises under the market

mechanism .There disclosure regime , transparent financial statements , financial information , business , operating corporations , public corporations , increases the accountability of the Board and Executive Committee members .Completing the legal framework for state economic groups . There is a separate decree on the organization and operation of each economic group , state corporations particularly important to enhance legitimacy , strengthen supervision and inspection by the owner and the state corporations , government corporations operate more efficiently .Completing the financial mechanism for enterprises manufacturing , product supply , public services , defense , security guarantees workers a reasonable income , corporate profits , attract resources of social participation . Expanded mode Order , tender production and supply of products and public services .Continuing innovation management mechanism salary , bonuses to real business initiative in pay , bonus pay tied to labor productivity , production efficiency , business , ensuring harmony between the interests of the State businesses and workers ; attract highly qualified employees to work .b ) Promote the restructuring of state enterprisesTo amend and supplement regulations on equitization , sale , transport , dissolution , bankruptcy of enterprises . Focusing is difficult to remove the obstacles present , especially in business valuation , financial settlement , debt , land regime for workers ... and prevent loss of property .Promulgate regulations guiding the implementation of sectoral restructuring of enterprises , regardless of the field level , management agencies .Development of financial markets , especially the stock market , buying and selling debt equitization to promote and create conditions for enterprises to access and mobilize capital for restructuring . Summarizing the debts of state enterprises , overcoming procrastination debt , working capital is not healthy . Evaluate and take measures to promote the Company Buy , sell assets and outstanding debts of the business. Encouraging economic organizations buy , sell debt of state-owned enterprises .In the process of restructuring state-owned enterprises , ministries , branches and localities , Board of Directors , Council member corporations , government corporations actively research , propose to have competence measures to address the problems that arise , adjustment problems related to institutional mechanisms , policies such as restructuring costs , debt settlement regime for workers , tax . ..c ) Institutional mechanisms and management of state owners of state enterprisesCompleting the assignment to exercise the rights granted , responsibilities and obligations of all state-owned enterprises and state capital investment in state enterprises . In particular , focus on the rights , responsibilities and obligations of the Government , the Prime Minister , Ministry of managing - immediate superior owner at corporations , public corporations , ministries : Finance , Planning and Investment , Interior, Labour - Invalids and Social Affairs and the Council members , Board of Directors - the owner at corporations , public corporations in the organization , operating , monitoring , testing , inspection done goals and tasks of production and business , investment and development , management , use , conservation , capital development , staff evaluation and performance management performance of state-owned enterprises . There are also mechanisms and sanctions for organizations and individuals to

effectively implement the rights , responsibilities and obligations assigned or decentralized . Established agencies to effectively perform supervisory tasks , testing , management and use , conservation , development capital and evaluate the effectiveness of state capital invested in the business.Issued monitoring mechanism , testing , evaluating the performance of organizations and individuals to carry out the rights and obligations of state owners .Develop a mechanism for selection and appointment of suitable staff , hired general director , chief executive officer , Board member or Board member .III . SOLUTION1 . Continue to thoroughly grasp the perspectives , objectives , tasks and solutions to organize, innovate , develop and improve the efficiency of state-owned enterprises in accordance with the Resolution of the Party Central Committee and the Politburo's Conclusion , creating consensus across the political system to further enhance awareness and decisive action , specifically in implementation.2 . Completed expeditiously approving the plan of arrangement , enterprise innovation of the 2015 state ministries , local corporations , government corporations . Determine the quantity and specific list of state enterprises to hold 100 % , 75 % hold on , hold between 65% and 75 % , holding over 50 % to under 65 % of charter capital and business others . During the implementation process , based on the actual situation , continue to check promoting equitization .Completing criteria , classification now pushing towards diversification of ownership; identify the sectors equitization of State enterprises hold more than 75 % , from 65 % to 75 % , less than 65 % of the charter capital or shareholding .Make arrangements for goals , equitization of enterprises according to the approved plan , as this is a key task in the years 2012-2015 . Seriously implementing market mechanisms and rules of law in privatization , not letting the negative , loss of property, affects the interests of workers , investors and businesses . Strengthening the listed corporations , corporations , state enterprises have large shares of the market in the country .3 . Each economic group , state corporations by the Prime Minister decided to establish the Prime Minister ; each corporation , now by the Minister , the Chairman of the People's Committees of provinces and cities directly under the Central shall decide on the establishment of the Ministry , the People's Committees of provinces and cities restructuring scheme for approval in the third quarter of 2012 and implemented the following major contents :a) Review and redefine the mission , the main line of business . Economic groups , state corporations only major business sectors and industries involved in direct service lines of the business .b ) Develop strategies developed in 2015 , consistent vision 2020 strategy development , market demand , the ability of capital and management qualifications .c ) Develop plans to reorganize production business , restructuring deployed member businesses to implement specialization , division and cooperation , not scattered , dispersed resources , avoid internal competition towards the merger or consolidation of member businesses and business sectors .d ) Develop a financial plan to implement the assigned task and handle existing financial restructuring process .

- Termination condition for investment outside the sector , manufacturing sector , the main business before 2015 . For the fields of banking, finance , securities , real estate , insurance , economic groups , state corporations follow the following directions :+ Buy the capital of the parent company - corporate / state corporations to organizations and individuals outside corporations , government corporations , not sold or transferred back to the member units within the .+ Transfer of capital of corporations , government corporations , enterprises main business lines as appropriate. The transfer of funds effected through the transfer form to transfer funds or capital .+ Move the entire business by corporations and corporations to keep 100 % of corporations, companies with business lines business lines of business transfer . Perform transfer form to transfer the business or the status quo .- Corporations , government corporations are financial difficulties , on the one hand to clarify the responsibilities of managers are concerned, on the other hand need restructure capital assets in the direction of Assessment status , identify capital needs to have a mechanism for handling additional capital to continue the implementation of urgent projects , limiting capital losses due to prolonged project restructuring by transferring assets transfer , merger projects , the investments are not effective or not urgent to concentrate resources on core business activities .- Consistently arrangement , restructuring or dissolution or bankruptcy of enterprises operating inefficiencies , prolonged loss , inability to pay its debts as stipulated term .e ) Promote links between member enterprises in economic groups and corporations through state economic contracts , the rules and regulations on the management , co-operation between the parent company to subsidiaries , associated companies and between subsidiaries , associated companies . The parent company of the economic groups , corporations perform state functions enhance research development strategy , organizational innovation , management , technology , product and market development , training . Restrict parent company , subsidiaries and investment in a business .Parent company - corporate / state corporations must organize monitoring , regular inspection , periodic inspection of the observance of laws , implementation goals , strategies , plans and assigned tasks , review price performance of the company , management staff ; promptly rectify mistakes . Capturing the full information about the activities of the associated companies , through shareholder representatives to participate in the decision of the General Meeting of Shareholders , the Board of Directors in accordance with law .e ) Apply the principles of corporate governance practices in accordance with international corporate governance ; complete control mechanisms , internal audit , risk focused financial control to take timely preventive measures , limited remedy and adjust production plans , business suit , strengthening the capacity and powers of the supervisory board , control and internal audit staff .Entire event management , enhance training , improve training managers to meet business requirements management in the market mechanism . Arrangement of leaders , managers and representatives of the State capital sufficient moral character , professional competence as well as to represent homeowners in enterprises .Applying scientific organization of labor in production and business . Rearranging , improving the quality of labor in the enterprise is the focus of technical workers with a reasonable amount ,

industry structure and optimal level workers for each technology , necklaces , stage , work , on the basis of which enhance the productivity of each employee and aggregate labor productivity of enterprises .g ) Actively implement applied research , investment in technological innovation , product innovation , service , gradually raising the value -added products and services to meet environmental standards , rather How slowly the equipment , technology consumes a lot of energy , raw materials , products gradually eliminate unfriendly environment to enhance business efficiency and sustainable development .h ) Implement transparency in investment , financial management , procurement , distribution of income , personnel work , in the conclusion and implementation of contracts with those related to the management business in accordance with law .4 . The Ministry of Economic sector management techniques ( Building , Industry and Trade , Information and Communications , Finance , Agriculture and Rural Development , Transportation ) reviewing and evaluating soundness , ability , conditions , how the reorganization, which plans to restructure enterprises operating in the field of charge , regardless of level , management agencies , to the Prime Minister for approval in the third quarter of 2012 and directing implementation .5 . The Ministry , the government sector , the Prime Minister issued under the authority or institutional mechanisms to manage 100% state capital to promote enterprise restructuring and institutional management mechanisms state of the owners (specifically in the attached appendix ) .6 . Strengthening the leadership responsibilities of the ministries , branches and localities , corporations , government corporations in implementing the restructuring , the plan of arrangement , equitization approved ; consider this task political importance . The unit does not perform the review to clarify the cause, the responsibility and take responsibility before the Government , the Prime Minister .IV . IMPLEMENTATION1 . Ministry of Finance :a ) Chair , Steering Committee in collaboration with Innovation and Enterprise Development urge ministries , People's Committees of provinces and cities directly under the central government , the corporations , the state corporation organizations implement this decision .b ) To guide , monitor and supervise the implementation of this Decision . Quarterly report to the Prime Minister . Timely processing of the proposed problems .c ) To give opinions to the managing ministries , the provincial People's Committee , approved the restructuring plan corporations , state enterprises by the Minister , Chairman of the provincial People's Committee decided to established .2 . Ministers , heads of ministerial-level agencies :a) Evaluating the restructuring scheme of the corporations , by the corporations of State to the Prime Minister decided to establish . Check urge supervision after the implementation of the approved scheme .b ) Direct construction, approved check , urge and supervise the implementation of the restructuring plan of the corporation , state enterprise established by the Ministry of decisions .c ) A quarterly report to the Prime Minister the results of this Decision and restructuring scheme of economic groups and corporations under state management , the Ministry of Finance to

incorporate them report to the Prime Minister .d ) Coordinate with the Ministry of Finance , Innovation Steering Committee for Enterprise Development in the implementation of this Decision .3 . Chairman of the People's Committees of provinces and cities directly under the Central Government :a) To direct the formulation , approval , inspection and urge and supervise the implementation of the restructuring of corporations , state enterprises by the provincial People's Committee decided to establish .b ) Quarterly reports to the Prime Minister the results of implementation , the Ministry of Finance to incorporate them report to the Prime Minister .c ) To chair and coordinate with the Ministry of Finance and the Steering Committee for Innovation and Enterprise Development in the implementation of this Decision .4 . Council member economic corporations , government corporations by the Prime Minister decided to establish building restructuring scheme , to the Prime Minister for approval and implementation ; complete equitization , sort of member businesses follow the overall plan period 2011 - 2015 was approved .5 . Council member corporations , state enterprises by the Minister , Chairman of the provincial People's Committee decided to establish building restructuring scheme , the Minister- Chairman of the provincial People's Committee for approval approval and implementation ; complete restructuring, equitization member unit period 2011 - 2015 in accordance with the approved plans .6 . Council member corporations , government corporations and quarterly reports to the Ministry of Finance and the Steering Committee for Innovation and Business Development , managing ministries and provincial-level People 's Committees implementation results restructuring scheme .7 . Minister of Planning and Investment , the Minister of the Interior , the Minister of Labour - Invalids and Social Affairs , in collaboration with the Ministry of industry management , the Ministry of Finance in the implementation of tasks within the scope , field management ; consulted each scheme to restructure corporations , public corporations , quarterly and report on the results of implementing this decision to the Ministry of Finance report to the Prime Minister .8 . Steering Committee for Innovation and Development helps businesses to act as Prime Minister to direct the implementation of this Decision and the scheme of restructuring corporations , public corporations by the Prime Minister decides to approved establishment .9 . Ministry of Information and Communications news organizations , widespread dissemination of this Decision .Article 2 . This Decision shall take effect from the date of issuance.Article 3 . Ministers , heads of ministerial-level agencies , heads of government-attached agencies , presidents of People's Committees of provinces and cities directly under the Central Government , Head of the Steering Committee for Innovation and Business Development , President Council member economic groups , corporations and state enterprises are responsible for state implementation of the results of this Decision . / .

Recipients:- Secretariat of the Party Central Committee ;- The Prime Minister , the Deputy Prime Minister ;- The ministries , ministerial-level agencies , Government agencies ;- Office of the Central Steering Committee on prevention of corruption;- People's Committees of provinces and cities directly under the Central Government ;- Central Office and the Committee of the Party ;- Office of the General Secretary ;- Office of the President ;- Ethnic Council and the Committee of the National Assembly ;- ONA ;- The Supreme People's Court ;- Institute of the Supreme People's Procuracy ;- The State Auditor ;- Committee of the National Financial Supervision ;- Bank for Social Policies ;- Vietnam Development Bank ;- Central Committee of the Vietnam Fatherland Front ;- Central Authority of the unions ;- The Economic Group , State Corporation ;- Renewal Steering Committee and PTDN ;- Office: Chairman, Deputy Chairmen , Assistant to the PM , Departments : TH , TKBT , KTTH , PL , DP ;- Archive: letter , DMDN ( 5 ) .PRIME MINISTER

Nguyen Tan Dung

APPENDIXXY TASK LIST BUILDING INSTITUTIONAL MECHANISM AND POLICIES OF THE MINISTRIES AND AGENCIES(Issued together with Decision No. 929/QD-TTg July 17, 2012 of the Prime Minister )I. MINISTRY OF FINANCE1 . Regulations on capital investment in state enterprises and financial management of State

enterprises owned (including the transfer of capital guidelines , capital transfer in the process of restructuring state-owned enterprises ) , the government in the second quarter of 2012.2 . Regulations on the functions, tasks , organization and operation of the Corporation and Capital Investment State Government in the second quarter of 2012.3 . Regulation of financial supervision and performance evaluation for enterprise State- owned and state-owned enterprises , the Prime Minister in the second quarter of 2012.4 . Charter of organization and operation of the Corporation Capital Investment and State Government in the third quarter of 2012.5 . Research to improve the mechanism to handle debt in the process of restructuring state-owned enterprises , the Prime Minister in the fourth quarter of 2012.6 . Research amending and supplementing regulations on transfer of 100 % state capital into joint-stock companies , the government in the fourth quarter of 2012.II . MINISTRY OF PLANNING AND INVESTMENT1 . Regulations on the implementation of the rights and obligations of owners state for state-owned enterprises ( replacing Decree No. 132/2005/ND-CP ) , the Government in July 2012 .2 . Regulations on the manufacture and supply of products , public services ( replacing Decree No. 31/2005/ND-CP ) , the Government in August 2012 .3 . Management and supervision of the State economic groups and corporations particular state ( replace Decree 101/2009/ND-CP ) , the Government in the fourth quarter of 2012.4 . Research amending and supplementing regulations on the establishment, reorganization and dissolution of a limited liability company a member of the State- owned , the government in the third quarter of 2012.5 . Research amending and supplementing regulations on sale and delivery of state enterprises , the government in the fourth quarter of 2012.6 . Regulation of the Comptroller activities , functions and duties of the Comptroller of the limited liability company a member of the State- owned , the Prime Minister in August 2012 .7 . Completing the functional separation scheme owners and representatives of state management functions of the state agency , the Prime Minister in August 2012 .8 . The scheme continues to innovate , improve efficiency of state enterprises , ensuring the leading role of the state in the economy market economy socialist orientation , the Prime Minister in July 2012 .9 . Regulation evaluate the performance of the rights and obligations of owners state for state enterprises , the Prime Minister in the third quarter of 2012.10 . Research completed the prescribed criteria , classification of state enterprises towards promoting diversification of ownership of state enterprises and in accordance with the direction of the solution Restructuring Scheme has been approved , Prime Minister in the second quarter of 2013.11 . Guiding the project assignment , transfer projects associated with the transfer of capital , transfer of capital between firms ( if any) when performing restructuring state-owned enterprises .III . MINISTRY OF HOME AFFAIRS1 . Regulations on personnel management in state-owned enterprises , especially for corporations , public corporations , the government in the fourth quarter of 2012.2 . Develop a mechanism for selection , appointment , hiring mechanism Director General ,

members of the Board of Directors , Council Members ; mechanism for performance evaluation of the Board of Directors , Council members , Board practice , the government in the fourth quarter of 2012.IV . MINISTRY OF LABOUR - INVALID AND SOCIAL1 . Regulations on recruitment , labor management , wages , bonuses for management employees in state-owned enterprises , the government in the third quarter of 2012.2 . Mechanism of recruitment , labor management , wages , bonuses for workers in state enterprises , the government in the third quarter of 2012.3 . Revise and finalize the policy for employees redundant due to restructuring, renewal and equitization of state-owned enterprises , the government in the fourth quarter of 2012.V. NG N STATE PRODUCTS VIETNAM1 . To amend and supplement regulations on foreign investors to buy shares of commercial banks in Vietnam, the government in the second quarter of 2012.2 . Regulation on organization and operation of finance companies and financial leasing companies , the government in the third quarter of 2012.VI . MINISTRY OF SCIENCE AND TECHNOLOGY1 . Management mechanism , to control the import of technology , machinery , equipment ... of state-owned enterprises , the Prime Minister in the third quarter of 2012.VII . GOVERNMENT INSPECTORS1 . Perfecting the inspection mechanism of activity of state enterprises , the government in the third quarter of 2012. / .