>> Legal consultancy for enterprises. Call: 1900.6162

I. SERVICE REQUEST

Minh Khue Law Firm was requested to study and advise to transform the Company ...... into a joint stock company, to diversify its ownership structure and improve its business capacity to best meet the requirements of management in the near future of the company ........

II. INTRODUCTiON TO MINH KHUE LAW FIRM

- The consultants of Minh Khue Law Firm are experts with solid knowledge as well as extensive experience in the fields of financial management and management consultancy.

- Highlights of the experts are the ability to meet the requirements of customers, experience, professional knowledge, integrity and professionalism, especially we have a lot of experience in equitization of a company. We are proud of our experience and capacity to provide this consultancy service. We commit to work within the agreed time between the parties.

- We will promptly inform the Board of Directors of any problem or issue that cause difficulty to the performance of the work and will discuss and agree with the management of the company on suitable solutions.

Please refer to the relevant experience of the Expert Group representative in the Appendix - CV.

III. CONTENT OF THE CONSULTANCY SERVICE

We will work closely with the Board of Director of the Company (or full time/coordinator) to evaluate your current situation to provide a suitable equitization advisory roadmap. The close cooperation with the representatives of the Board of Director will be conducted during the implementation of the work to best meet the requirements of the company.

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Specifically, the scope of works are the following:

Stage 1. Survey and build the equitization roadmap

1. Equitization roadmap consultancy:

a. Company surveys (research the company, history of formation and development, ownership, functions, business lines, organizational structure, business and production information)

b. To review the conditions of equitized enterprises in comparison with legal documents and State guidelines.

c. Build an equitization roadmap suitable for the actual situation of the company.

2. Preparation

a. Cooperate with the company on the list of employees to attend the seminar

b. Develop seminar content suitable for each unit, subsidiary companies

c. To coordinate with the group in assisting the managers and employees in the enterprises in undertaking the policies and regulations of the Government on the equitization of enterprises.

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Stage 2. Making Equitization Plan

1. To coordinate with the enterprises in elaborating their post-equitization business plans:

On the basis of the business operation plans of the enterprises, provide financial consultancy and related matters for enterprises to build their production and business plans after equitization in line with the operation models of the public Joint Stock Company.

2. To supporting in organizing the valuation of enterprises:

Survey and set up the valuation and selection of financial and auditing consultancy agencies with the ability and capability for enterprises to sign contracts on consultancy on the valuation of enterprises.

3. To build plans on arrangement and sale of shares to laborers:

a. Make a list and classify employees

b. Consultancy on plans to sell shares to employees by type of labor, seniority, etc.

c. Other relevant consultants.

4. Establishment of charter capital structure

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5. Formulating the equitization scheme and drafting the charter of the joint-stock company

Stage 3. Implementation of the approved plan

1. Organizing the sale of shares to laborers.

2. Organizing the auction of shares to outside.

3. Holding General Shareholders Meetings.

4. Carrying out procedures for business registration of joint-stock companies.

Stage 4. Consultancy on relevant issues.

IV. TEAM OF CONSULTANTS

- Experienced and highly productive group of consultants who commit themselves to the work that best meets customer requirements and adheres to professional standards and ethics;

- Please see the CV Annex;

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V. INFORMATION SECURITY
The Consultants Team promise not to disclose any information we receive in the course of work without the prior written consent of the Company. At the same time, the Company shall not disclose information about the work of the Consultants Team without the prior written consent of the Consultants Team.

APPENDIX. PROCESS OF EQUITIZATION UNDER DECREE 187/2004 / ND-CP ON CONVERSION OF STATE-OWNED ENTERPRISES INTO JOINT-STOCK COMPANIES

1. To issue decisions on equitization of enterprises and set up boards for renewal of management at enterprises

Issued by the ministry or People's Committee (the body authorized to determine the equitization).

Work content
- The decision on equitization shall be based on the Scheme on the reorganization of State-owned enterprises of the ministries, branches and localities already approved by the Prime Minister.
- The enterprise proposes a list of members of the Board for Enterprise Management Innovation for ministry (or TCT mandated by the Ministry) or People's Committee to determine the equitization.

Output
- The decision on equitization of the enterprise;
- The decision on the establishment of the Enterprise Innovation Board.

2. Assignment of equitized jobs in the Board for Enterprise Management Renewal:

Work content:

- Assignment of work to the Board of Management Innovation at the enterprise.
- The Board of Management Innovation prepares to collect documents of enterprises
- Legal documents when establishing SOEs
- Legal documents on the right to manage and use assets of enterprises
- Make a list of regular laborers at the time of equitization, classify labor by type of labor contract.
- Refer to equitization experience in other enterprises.

Output
- Minutes of assignment of tasks in the Board of Management Innovation
- Legal documents of the company
- The list of regular laborers at enterprises until the time of issuance of the equitization decision.

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3. Propagandizing policies on equitization for laborers in enterprises:

Work content:

Contents to be trained:

- The Party's and State's implementation of equitization
- The provisions of the law on equitization
- Goals and benefits of equitization
- Preferential policies for employees and enterprises when implementing equitization
- Mechanism of operation of joint stock company and role of shareholders
- Differences between SOEs and joint stock companies on operating mechanisms
- Opportunities and challenges for leaders and workers

Output:

- Questionnaire for the opinion of employees
- Summary report of the employees

4. The estimated cost of equitization

Work content
- The estimated cost of equitization
Output:

Report on estimated equitization cost

5. Examine and classify of inventory, assets, handling of financial problems and preliminary determination of the actual value and the State capital at enterprises

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Work content
- Select the examining method of enterprise and the time to determine the value of the enterprise
- Inventory of assets owned by enterprises
- Asset classification
- Dealing with financial problems
- Reevaluation to determine the actual value of enterprises and the state capital at enterprises
- Make financial reports at the time of valuation
- To propose tax agencies to make tax finalization up to the time of determining the enterprise value.

Output:

- Proposing the method of determining the value of enterprises and the time of determining the value of enterprises to submit to the managing agency for decision.
- The dossier for determination of the bidding price;

6. Determining the actual price of the enterprise and the State's capital at the enterprise

Work content

- Proposing competent agencies which have the power to decide equitization to select professional organizations to carry out the valuation of enterprises.
- Assess the results of the examination, classify and evaluate assets, determine the value of enterprises on the basis of reports of enterprises.
- Submit to the Ministry/Provincial People's Committee to make decisions on the value of enterprises or adjust the value of enterprises.
- Report to Board for Enterprise Management Innovation and Development and Ministry of Finance.

Output

- Minutes of valuation of enterprise issued by professional organizations.
- Decision of the provincial People's Committee on announcing the value of equitized enterprises.

7. Make a list of employees to buy Shares at a 40% discount to the average auction price (preferential price).

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Work content

- Draft the list of laborers to buy shares at preferential prices.
- Determining the working time in the state sector of employees.
- Make a detailed list of employees to buy shares at preferential prices.

Output

- The plan to sell shares at preferential prices for laborers
- Publically announce the scheme on sale of shares at preferential prices to laborers (after the average auction results).

8. Develop a plan for rearranging labor

Work content

- Based on the list of regular employees at the enterprises until the time of issuance of equitization decision, classify the employees in the enterprise.
- Estimating expenses for job severance allowances, job loss, allowances for redundant laborers and retraining expenses.

Output

- The overall plan for rearranging labor, publish this plan.
- List of laborers available at the enterprise;
- The list of laborers continuing to work at the joint stock company and the list of laborers who need to be re-trained.
- The list of laborers will terminate the contract and the employee is entitled to redundancy.
- Estimate the expenses for allowance for laborers who stop working, job loss, training expenses, redundant labor funds, proposals for assistance from the Redundant Labor Fund due to rearrangement of State enterprises.

9. Build the equitization plan and charter of the joint-stock company

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Work content

- Building business plans after equitization
- Select the method of equitization
- Determine the expected charter capital structure
- Proposed plans to sell shares outside the enterprise (select the list of strategic investors).
- Draft equitization plan
- Draft charter of the joint stock company
- Plan for implementation of the equitization plan

Output

- Draft equitization plan

- Draft Charter of JSC

10. Organizing the irregular employees' meeting

Work content

- Send a proposal of equitization plan and draft charter of CP for all parts of enterprises, sum up comments.

- Organizing the irregular meeting of employees.

- Amendment of the equitization plan and the draft charter of the joint stock company.

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Output

- Minutes of meetings of employees.

- Scheme on sale of preferential shares and plan for rearrangement of labor (after being adopted at the conference)

- Equitization Plan (after consultation with the Conference)

- Draft Charter of JSC (after consultation with the Conference).

11. Approving the equitization plan and the decision to convert the SOE into the joint stock company

Work content

- Enterprise submitted equitization plan to the Ministry/Provincial People's Committee for evaluation and approval and issued Decision on transferring SOE into the joint stock company.

- If you are a member of the corporation, submit to the Corporation for evaluation before submitting to the Ministry/Provincial People's Committee.

Output

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The decision approving the equitization plan and transferring SOE into a joint stock company of Ministry/Provincial People's Committee.

12. Publish announcement and sale of shares

Work content

- Open register book for buying shares of shareholders

- Prepare to buy/print share sheets.

- Public announcement of the financial situation of enterprises to the time of equitization

- Public announcement on the sale of shares of enterprises on the media

- Opening accounts at the State Treasury to pay the proceeds from the sale of shares

- Selling shares

- Report on the sale of shares to the body deciding on equitization

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- Proposing the list of persons directly managing the State's capital in the joint stock company.

Output

- Report of shares sale

- List of shareholders

- The decision to appoint the person to directly manage the State's capital portion in the enterprise (if any) of the competent agency.

13. Conducting the General Meeting of Shareholders to establish a joint stock company:

Work content

- Approval of the Charter of JSC

- Approval of business plan equitization

- Election of Board of Directors, Supervisory Board.

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- The Board of Directors appoints key positions in the executive board: company directors, chief accountants ...

Output

- Minutes of the General Meeting of Shareholders

- The charter of organization and operation of the joint stock company has been validly approved.

- The decision of the Board of Directors appointing the Director, Chief Accountant (if any).

14. Launching a joint stock company and registering business

Work content

- Joint Stock Company conducts business registration at the Business Registration Office of the Planning and Investment Department.

- Engrave the seal of the Corporation and return the old seal.

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- To carry out procedures for the transfer of the State-owned property ownership to the joint-stock company (for assets subject to ownership registration)

- Organize the printing of shares and distribute them to shareholders

- Organization of the company

- Publically announce on the mass media about the business registration of the company

Output

- Certificate of business registration

- Company seal

- Certificate of property registration.

15. Financial handling from the time of valuation of the enterprise to the time of officially transferring to a joint-stock company.

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Work content

- Adjustment of accounting books, accounting of expenses related to equitization.
- Financial processing and financial reporting up to the time of official transfer to the joint stock company
- Make tax settlement until the time of officially transferring to the joint-stock company;

- Determining the hybrid value of the State's contributed capital at the time of equitization;
- Organize the hand-over of capital, assets, labor and all records of books and books between representatives of SOEs and boards of directors of joint stock companies.

Output

- Financial statements up to the time of official transfer to joint-stock companies;
- Tax settlement reports;
- Final settlement of the actual value of the State's capital portions at the time of equitization - Minutes of transfer between representatives of State enterprises and joint-stock companies.

For more information, please contact: MINH KHUE LAW FIRM CO., LTD

Add: Room 2007, 20th Floor, C2 Building, Vincom Tran Duy Hung, Tran Duy Hung Street, Trung Hoa Ward, Cau Giay District, Hanoi.

Online legal consultancy office and appointment for a consultation at the office: 1900.6162

Email: lienhe@luatminhkhue.vn

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Look forward to cooperation with clients!

Best regards./.

Enterprise Department - Minh Khue Law Firm