PRIME MINISTER -------SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness --------------Number : 929/QD-TTg Hanoi , July 17, 2012 DECISION

APPROVAL SCHEME " RESTRUCTURING OF STATE ENTERPRISES , LTD IS A GROUP KEY ECONOMIC STATE CORPORATION PERIOD 2011 - 2015 " PRIME MINISTER Pursuant 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. OBJECTIVES Restructuring 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 . DUTIES 1 . 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/Q-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 policies a) For enterprises with 100 % state capital Completing 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 enterprises To 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 enterprises Completing 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 . SOLUTION 1 . 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 . IMPLEMENTATION 1 . 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

APPENDIX XY 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 FINANCE 1 . 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 stateowned 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 INVESTMENT 1 . Regulations on the implementation of the rights and obligations of owners state for stateowned 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 AFFAIRS 1 . 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 SOCIAL 1 . 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 VIETNAM 1 . 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 TECHNOLOGY 1 . 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 INSPECTORS 1 . Perfecting the inspection mechanism of activity of state enterprises , the government in the third quarter of 2012. / .