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THE
GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No:
64/2002/ND-CP
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Hanoi,
June 19, 2002
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DECREE
ON THE TRANSFORMATION OF STATE ENTERPRISES INTO JOINT-STOCK
COMPANIES
THE GOVERNMENT
Pursuant to the December 25,
2001 Law on Organization of the Government;
Pursuant to the June 12, 1999 Enterprise Law;
Pursuant to the April 20, 1995 State Enterprise Law;
At the proposal of the Finance Minister,
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1.-
Objectives of the transformation of State enterprises into joint-stock
companies (hereinafter referred to as equitization for short)
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2. To mobilize the capital of
the entire society, including individuals, economic and social organizations at
home and abroad, for investment in renewing technologies and developing
enterprises.
3. To promote the genuine
mastery of laborers and shareholders, to enhance the supervision by investors
over enterprises; to ensure the harmony between the interests of the State,
enterprises, investors and laborers.
Article 2.-
Objects of application
1. This Decree shall apply to
enterprises and their dependent units as prescribed in Article 1 of the State
Enterprise Law (excluding those enterprises where the State needs to hold 100%
of their charter capital), regardless of the enterprises production and
business results. The list of classified State enterprises shall be decided by
the Prime Minister in each period.
2. The equitization of dependent
units of the enterprises specified in Clause 1 of this Article shall be carried
out only when:
a/ These dependent units meet
all the conditions for independent cost-accounting;
b/ No difficulty or adverse
impact shall be caused to the production and/or business efficiency of the
enterprises or their remaining components.
3. For enterprises with
independent cost-accounting, which fall into the subjects specified in Clause 1
of this Article and have, as reflected on their accounting books, a State
capital amount of under VND 5 billion, if they cannot be equitized, they shall
be transferred, sold, commercially contracted, or leased according to law
provisions.
Article 3.-
Forms of equitization of State enterprises
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2. Selling part of the existing
State capital amount in the enterprise.
3. Selling the whole of the
existing State capital amount in the enterprise.
4. Effecting the second or third
form above in combination with issuing share certificates to attract more
capital.
Article 4.-
Subjects and conditions for buying shares
1. The following subjects shall
be entitled to buy shares of equitized State enterprises:
a/ Vietnamese economic
organizations, social organizations and individuals residing in the country
(hereinafter called domestic investors for short);
b/ Foreign economic
organizations, social organizations and individuals, including overseas
Vietnamese and foreigners residing in Vietnam (hereinafter called foreign
investors for short);
2. Foreign investors that wish
to buy shares of equitized State enterprises must open accounts at the payment
service-providing organizations that are currently operating on the Vietnamese
territory and observe the Vietnamese law. All operations of buying and selling
shares, receiving and using dividends and other revenues from the investment in
buying shares must be effected via these accounts.
Article 5.-
The right to buy first-time shares at equitized enterprises
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Foreign investors may buy shares
of a total value not exceeding 30% of the charter capital of the enterprises
operating in the business lines stipulated by the Prime Minister.
Article 6.-
Share certificates and founding shareholders
1. Share certificates are certificates
issued by the joint-stock companies to certify the right to own one or a number
of shares by shareholders contributing capital to the companies. They may be
registered or bearer certificates but must contain the full principal contents
as prescribed in Article 59 of the Enterprise Law.
The Finance Ministry shall
provide guidance on the uniform forms of share certificates so that the
enterprises can print and manage them according to regulations.
2. Founding shareholders of
equitized enterprises are shareholders that meet all the following conditions:
a/ Participating in adopting the
first charter of the joint-stock company;
b/ Jointly holding at least 20%
of the number of ordinary shares eligible for sale offer;
c/ Owning a minimum number of
shares as prescribed in the company’s charter.
Each founding shareholder’s
minimum number of shares and the number of founding shareholders shall be
decided by the shareholders�
general meetings and prescribed in the companies charters.
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1. The equitized enterprises
shall have to arrange and employ to the maximum the number of laborers
available at the time of equitization and settle the regimes for them according
to current regulations.
The joint-stock companies shall
have to take over all obligations towards the laborers transferred from the
State enterprises; be entitled to recruit, arrange and employ laborers and
coordinate with the concerned agencies in settling the regimes for the laborers
according to law provisions.
2. The joint-stock companies may
take initiative in using all equitized assets and capital for organizing
production and/or business; take over all the State enterprises interests,
obligations and responsibilities before their equalization, and have other
rights and obligations as prescribed by law.
3. Member enterprises of
equitized State corporations where the State holds dominant shares (over 50% of
their charter capital) shall remain members of the corporations.
Article 8.-
The States protection of investors
The ownership and all rights and
legitimate interests of domestic and foreign investors that buy shares of
equitized enterprises shall be protected by the State according to law
provisions.
Chapter II
FINANCIAL HANDLING AND
VALUATION OF TO BE-EQUITIZED ENTERPRISES
Article 9.-
Assets leased, borrowed and accepted as joint-venture and association capital,
unneeded assets, assets invested from the reward and/or welfare funds
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1. For assets which they have
leased, borrowed or accepted as joint-venture and/or association capital, and
other assets not under their ownership: The enterprises must liquidate the
contracts or reach agreements with the asset owners so that the joint-stock
companies can take over the already signed contracts or sign new ones.
2. For assets which are no
longer needed by the enterprises, unused and awaiting liquidation: The
enterprises shall liquidate or sell them or report to competent agencies for
transferring them to other units according to current regulations. For those
assets which have not yet been handled by the time of equitization, they shall
not be calculated into the enterprises value and the joint-stock companies
shall be authorized to continue preserving and handling them or to transfer
them to functional State organizations for reception and settlement.
3. For assets belonging to
welfare facilities: creches, kindergartens, infirmaries and other welfare
assets invested from the reward and/or welfare funds, they shall be transferred
to the laborers collectives in the joint-stock companies for management and use
through the trade union organizations.
Particularly for dwelling houses
of officials, employees and workers, including those invested with the State
budget capital, they shall be transferred to the local land and housing
agencies for management or sale to the present occupiers according to current
regulations.
4. For assets being used in
production or business, which were invested from the reward funds and/or
welfare funds of the enterprises, they shall be calculated into the value of
the equitized enterprises and converted into shares to be owned by laborers
working in these enterprises at the time of equitization according to the
actual working duration of each laborer.
Article
10.- Receivable debts
The enterprises shall have to
compare, certify, recover and handle receivable debts before they are equitized
under the current mechanisms. Where there remain bad debts at the time of
equitization, they shall be handled as follows:
1. For debts which are
adequately evidenced to be irrecoverable and neither personal nor collective
responsibility can be identified, they shall be offset by the reserve sources;
if the reserve sources are not enough, the deficit shall be deducted into the
business results and profits at the time of equitization. Where the above-said
sources are still not enough, the deficit shall be deducted into the State
capital portions at the enterprises before they are equitized.
2. For those debts which are
irrecoverable due to subjective causes and the responsibility therefor has been
imputed to some individuals and/or organizations, such individuals and/or
organizations shall be handled and must pay compensation therefor. If there
remains any loss as the debts cannot be fully recovered, it shall be handled
under the provisions in Clause 1 of this Article.
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4. For other overdue receivable
debts, the enterprises may sell them to organizations with the debt-buying and
-selling function. The loss resulting from the debt sale shall be handled under
the provisions in Clause 1 of this Article.
Article
11.- Payable debts
1. The enterprises must mobilize
every source of capital to pay due debts before they are equitized or negotiate
with the creditors on how to handle them or convert them into equity capital.
The conversion of debts into
equity capital shall be determined through the results of the auctions of
shares, or be agreed upon by the enterprises and creditors but they must not be
lower than the prices of shares sold to other subjects outside the enterprises.
2. Where the enterprises meet
with difficulties in repaying overdue debts, such debts shall be handled as
follows:
a/ For tax and budget debts: The
enterprises shall have them frozen, rescheduled or written off or receive
investment capital supports under the Government’s stipulations;
b/ For outstanding debts owed to
commercial banks: The enterprises shall reach agreement with the lending banks
in order to have such debts rescheduled, frozen, written off or their interest
rates lowered, or to convert the loans into equity capital.
The commercial banks shall have
to handle outstanding debts according to current regulations;
c/ For guaranteed foreign debts,
the guarantors and the enterprises must reach agreement with the creditors so
as to freeze, reschedule or reduce them, and arrange sources of capital for
repaying them. If they fail to reach agreement thereon, the guarantors must pay
the debts to the creditors. The enterprises shall then have the responsibility
to make repayment to the guarantors or reach agreement with them on converting
such debts into capital contributed to the joint-stock companies;
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Article
12.- Reserves and undistributed profits
The reserves for inventory price
decrease, bad debts, securities price decrease, exchange rate difference,
job-loss allowances, financial reserves �
and undistributed profits must be handled under current regulations before the
valuation of to be-equitized enterprises. Where the enterprises have previous
years accumulated losses, they shall be allowed to use the pre-tax incomes
earned up to the time of equitization to offset them before taking the measures
prescribed at Points a and b, Clause 2, Article 11 of this Decree.
Article
13.- Assets contributed as capital to joint ventures with foreign countries
1. Where the equitized enterprises
take over joint-venture activities, all of their assets contributed as
joint-venture capital shall be determined on the principles laid down in
Article 18 of this Decree so as to valuate the equitized enterprises.
2. Where the equitized enterprises
do not take over joint-venture activities, they shall report such to competent
agencies so as to handle the assets contributed as joint-venture capital as
follows:
a/ Reaching agreement on buying
or selling the contributed joint venture capital;
b/ Transferring them to other
enterprises to act as new partners.
Article
14.- Cash balances of the reward and welfare funds
The cash balances of the reward
and/or welfare funds shall be distributed to the laborers currently working at
the enterprises to buy shares. Laborers shall not have to pay income tax on
these incomes.
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1. The actual value of an
enterprise shall be the value of all the existing assets of the enterprise at
the time of equitization, taking into account its profitability acceptable by
both share buyers and sellers. The actual value of the State capital portion at
an enterprise is its actual value minus the payable debts and the reward and/or
welfare fund balances.
2. The actual value of an
equitized enterprise shall not include:
a/ The value of the assets
specified in Clause 1, Article 9 of this Article;
b/ The value of assets no longer
needed or assets awaiting liquidation;
c/ Bad debts already deducted
into the enterprise’s value;
d/ Expenses for uncompleted
capital construction of projects which were suspended prior to the time of
valuation of the enterprise;
e/ Long-term investments in
other enterprises, which competent agencies have decided to transfer to other
partners;
f/ Assets belonging to welfare
works invested from the enterprise’s reward and/or welfare funds, and dwelling
houses of its officials, employees and workers.
Article
16.- Bases for determining the actual value of enterprises
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2. The quantity and quality of
assets based on the inventory and classification of actual assets of the
enterprise at the time of equitization.
3. Technical properties of
assets, their use demands and market prices at the time of equitization.
4. The enterprise’s land use
right value, business advantages regarding its geographical location and
prestige, monopolistic nature of its products, designs and trademarks (if any).
5. The enterprise’s
profitability determined on the basis of the ratio between profits and the
owner’s capital of the enterprise.
Article
17.- Determination of the quality of assets, the land use right value and
the value of business advantages of enterprises
1. The quality of an
enterprise’s assets shall be determined on the basis of the capability to
ensure safety in their operation and use, the product quality and the
environment.
2. The land use right value:
a/ For the immediate future, the
land lease and assignment policies shall still apply according to current
regulations.
The People’s Committees of the
provinces and centrally-run cities shall have to re-calculate the land rents at
convenient locations for uniform application to all types of enterprises.
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3. The value of an enterprise’s
business advantages shall be determined on the basis of the average ratio
between the after-enterprise income tax profits and the State capital at the
enterprise, averaged in three years preceding the equitization as compared with
the interest rate of the Government’s bonds with a ten-year term at the nearest
time, and multiplied by the value of the State capital portion at the
enterprise at the time of valuation.
If the value of the enterprise’s
trademark is accepted by the market, it shall be determined according to the
market value.
Article
18.- Determination of the value of assets contributed as joint-venture
capital
1. The value of assets
contributed as joint-venture capital which is calculated into the value of the
equitized enterprise shall be determined on the basis of:
a/ The value of the owner’s
capital reflected on the financial statements of the joint-venture company at
the time closest to the time of valuation of the equitized enterprise, which
has been audited by an independent auditing organization;
b/ The equitized enterprise’s
percentage of capital contributed to the joint venture;
c/ The rate of exchange between
the foreign currency contributed as joint-venture capital and Vietnam dong,
based on the average transaction rate on the inter-bank market announced by the
State Bank of Vietnam at the valuation time for application to joint-venture
companies applying accounting in foreign currencies.
2. The value of assets
contributed as joint-venture capital, which is determined on the aforesaid
bases, shall serve as the basis for valuating the equitized enterprises; the
value of the joint-venture capital contribution on the investment licenses
shall not be adjusted.
Article
19.- Methods of valuation of enterprises
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Article
20.- Organizing the valuation of equitized enterprises
1. The agencies competent to
decide on the enterprise equitization shall decide to set up councils for
valuation of equitized enterprises or select auditing companies or economic
organizations with the valuating function so that the equitized enterprises can
sign contracts therewith for determining their value.
2. A council for valuation of an
enterprise shall be composed of:
a/ A representative of the
agency which has decided on the enterprise equitization, as its chairman;
b/ A representative of the
finance agency;
c/ Leading officials of the to
be-equitized enterprise and a representative of the State corporation (if the
enterprise in question is a corporation member).
Basing itself on the actual
situation of the enterprise as well as specific requirements, the council may
invite more organizations or technical, economic and/or financial specialists
inside and outside the enterprise necessary for evaluating the quality and
determining the actual value of assets of each type in the enterprise.
3. The councils for valuation of
enterprises shall have the responsibilities to:
a/ Evaluate the results of asset
inventory, classification and assessment and determine the value of the to
be-equitized enterprises according to current regulations within 15 days as
from the date the decisions to set up the councils are issued. The councils’
evaluation results shall be recorded in written minutes which are signed by all
full-fledged members of the councils;
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The councils for valuation of
enterprises shall be accountable for the accuracy of the results of the
enterprise valuation.
4. Auditing companies and
economic organizations which have valuated the enterprises must ensure the
current regulations and completed their jobs according to the schedule set in
the signed contracts, must be accountable for the accuracy and validity of the
valuation results. The costs paid for hiring the enterprise valuation shall be
calculated into the equitization costs of the enterprises.
5. The enterprise valuation
results must be sent to the agencies competent to decide on the enterprise
equitization for decision and publicization.
Article
21.- Use of the enterprise valuation results
The results of valuation of
enterprises under the provisions of this Decree shall serve as the basis for
determining the structure of the sale of first-time shares, for realizing the
preferential treatment policies for laborers in the enterprises, the
raw-material producers and suppliers, and for determining the "floor"
prices so as to hold the sale of shares to subjects outside the enterprises.
Article
22.- Adjustment of the value of equitized enterprises
The agencies competent to decide
on the enterprise equitization shall consider and decide on the adjustment of
the enterprises value in the following cases where:
1. Enterprises meet with
difficulties in selling shares under the provisions of Clause 5, Article 24 of
this Decree.
2. The enterprise�s value is re-determined
during the period from the time of valuation to the time the enterprise is
officially transformed into a joint-stock company.
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SALE OF SHARES AND
MANAGEMENT AND USE OF THE PROCEEDS FROM THE SALE OF THE STATE CAPITAL PORTIONS
AT EQUITIZED ENTERPRISES
Article
23.- Determination of the structure of the first-time shares
The structure of first-time
shares of equitized enterprises shall be determined in the following order:
1. Retaining the number of the
State’s shares in the enterprises where the State needs to hold shares.
2. Sparing shares for sale at
preferential prices to the laborers in the enterprises under the provisions of
Clauses 1 and 2, Article 27 of this Decree.
3. Sparing shares for sale at
preferential prices to the raw-material producers and suppliers in the enterprises
engaged in processing agricultural, forest and aquatic commodities under the
provisions in Clause 1, Article 29 of this Decree.
4. Sparing at least 30% of the
remaining shares (if any) for sale to the subjects outside the enterprises,
with priority given to the investors that have potentials in technology,
market, capital and/or managerial experiences.
Article
24.- Sale of first-time shares
1. Shares shall be publicly sold
at the equitized enterprises or at intermediary financial institutions according
to the first-time share structure already approved by competent agencies in the
equitization plans, in which:
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b/ The sale of shares to the
subjects outside the enterprises shall be effected through intermediary
financial institutions selected by the agencies competent to decide on the
enterprise equitization, and in the form of auction or issuance underwriting
under the guidance of the Finance Ministry.
If the equitized enterprises
have small numbers of shares sold externally, conditions for sale of shares
through intermediary financial institutions are difficult or the costs of sale
of shares are in excess of the permitted commission levels, the
equitization-deciding agencies shall assign the enterprises to sell their
shares to outsiders in the auctioning form.
2. The financial institutions
which are selected to sell outside the equitized enterprises� first-time shares shall,
within 30 days before effecting the sale, must publicly announce at the
enterprises and on the mass media the time, place and form of sale, participation
conditions, the estimated number of shares on sale, and other matters related
to the sale.
3. The sale of shares to
domestic and foreign investors shall be effected uniformly in the Vietnamese
currency. Where shares are bought in foreign currencies, they must be converted
into the Vietnam dong according to the Vietnamese State�s regulations on foreign exchange management.
The sale of shares at
preferential prices to the producers and suppliers of raw materials for the
enterprises engaged in processing agricultural, forest and aquatic products
shall comply with the Prime Minister�s
regulations.
Where the participants to the
share auctions offer equal prices, those investors that have potentials in technologies,
markets, capital and/or managerial experiences and the subjects that agree to
convert debts into shares shall be given priority to buy shares. Foreign
investors that do not have conditions to directly participate in the auctions
may negotiate with the sellers on the buying prices of shares which, however,
must not be lower than those applicable to the domestic investors, and must
ensure the conditions prescribed in Clause 2, Article 4 and Article 5 of this
Decree.
4. For the equitized enterprises
with their financial situations meeting the conditions for listing on the
securities market, their plans on the outside sale of shares must ensure the
conditions for being listed on the securities market after they are transformed
into joint-stock companies.
5. If, past 60 days after the
date the decisions approving the equitization plans are issued, the number of
shares planned to be sold within the enterprises has not yet been sold out
(including the shares sold at preferential prices to the laborers in the
enterprises, the raw-material producers and suppliers), the agencies competent
to decide on the equitization shall decide to sell the remaining shares widely
outside the enterprises.
If, past 30 days after the
above-said measure has been taken, the shares have still not yet been sold out,
the equitization-deciding agencies shall adjust the enterprises value as well
as the plans on the sale of shares for transforming State enterprises into
joint-stock companies.
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1. The proceeds from the sale of
the State capital portion at the equitized State enterprises, after the
equitization costs have been deducted therefrom, shall be transferred into:
a/ The fund for support of the
arrangement and equitization of central State enterprises, for cases of
equitization of the entire enterprises or dependent units of independent
enterprises which are directly attached to ministries, ministerial-level
agencies and agencies attached to the Government.
b/ The fund for support of the
arrangement and equitization of State enterprises of the provinces and
centrally-run cities, for cases of equitization of the entire enterprises or of
dependent units of independent enterprises which are directly attached to
provinces or centrally-run cities;
c/ The fund for support of the
arrangement and equitization of State enterprises of the State corporations,
for cases of equitization of the corporations dependent units or of entire
member enterprises practicing independent cost-accounting.
2. The proceeds from the sale of
the State capital portion at the equitized enterprises shall be used in the
following priority order:
a/ Supporting the enterprises in
paying allowances to the laborers who terminate or lose their jobs at the time
of equitization;
b/ Supporting the enterprises in
paying allowances to the laborers who terminate or lose their jobs after they
have been transferred from State enterprises to work at joint-stock companies
under the provisions in Clause 6, Article 27 of this Decree;
c/ Supporting the enterprises in
re-training redundant laborers at the time of equitization so as to arrange new
jobs for them in the joint-stock companies;
d/ Investing in the equitized
enterprises so as to ensure the proportion of the State’s dominant capital in
the enterprises where the State must hold dominant shares;
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f/ Supporting the enterprises in
paying their debts when the State sells these enterprises but the proceeds
therefrom are not enough to pay such debts;
g/ Providing support capital to
the State enterprises for investment in renewing technologies, raising their
competitiveness and developing themselves.
Chapter IV
POLICIES TOWARDS
EQUITIZED ENTERPRISES AND LABORERS THEREIN
Article
26.- Policies towards equitized enterprises
1. They shall enjoy tax
preferences under the Domestic Investment Promotion Law like newly-established
enterprises, without having to carry out the procedures for being granted the
investment preference certificates.
2. They shall be exempt from
registration fee for the transfer of assets under their management and use to
the joint-stock companies ownership.
3. They shall be allowed to
continue dealing in the already registered business lines and be exempt from
the fee for being granted the business registration certificates when they are
transformed into joint-stock companies.
4. They shall be allowed to
maintain the contracts for renting houses and/or architectural objects of State
agencies and other enterprises or be given priority to re-purchase them at the
market prices at the time of equitization in order to stabilize their
production and/or business activities.
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6. They shall be allowed to
continue borrowing capital from commercial banks, financial companies and other
credit institutions of the State under the mechanisms and at the interest rates
applicable to State enterprises.
7. They shall be allowed to
maintain and develop welfare funds in kind, such as cultural facilities, clubs,
health stations, sanatoriums and creches, so as to ensure welfare for the
laborers in the joint-stock companies. These assets shall come under the
laborers collective ownership and be managed by the joint-stock companies with
the participation of the trade union organizations.
8. They shall be allowed to
deduct from the proceeds from the sale of shares belonging to the State capital
the actual, reasonable and necessary expenses for the process of transformation
into joint-stock companies (including the expenses for hiring consultants and
for valuation) at the levels set by the Finance Ministry. Where they are
equitized in the form prescribed in Clause 1, Article 3 of this Decree, such
expenses shall be deducted into the State capital amounts available at the
enterprises.
Article
27.- Policies towards laborers in equitized enterprises
1. Laborers named on the regular
lists of the equitized enterprises at the time the equitization is decided
shall be sold by the State 10 shares at most for each year they have actually
worked in the State sector with a 30% discount from the original face value of
such shares. The value of each share is VND 100,000.
Where the equitization is
effected in the form prescribed in Clause 1, Article 3 of this Decree, the
preferential value granted to the laborers in the enterprises shall be deducted
into the existing State capital portions at the enterprises.
The total preferential value,
including the preferential value granted to the raw-material producers and
suppliers, shall not exceed the value of the State capital portions at the
enterprises, after subtracting the value of shares held by the State.
The laborers who own the shares
bought at preferential prices shall be entitled to bequeath them and enjoy
other rights of shareholders under the provisions of law and the joint-stock
companies� organization
and operation charters. Share certificates of this type of shares shall be the
registered ones and can be transferred only 3 years after their purchase. In
special cases where it is necessary to transfer such shares ahead of the
aforesaid time limit, the consent of the companies� managing boards must be obtained. The
joint-stock companies shall be given priority to re-purchase them at the market
prices at the time of sale.
2. Poor laborers in the equitized
enterprises shall be allowed to buy shares on credit at preferential prices,
shall be granted a grace period of the first three years before making
interest-free installment payments within seven subsequent years. The number of
shares purchased on installment payments reserved for poor laborers must not
exceed 20% of the total number of the State�s
shares sold at preferential prices to laborers in the enterprises. The share
certificates of this type of shares shall be registered ones. The owners of these
shares can transfer them only three years after they have purchased them and
paid up all debts to the State.
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4. The laborers eligible for
retirement at the time of equitization shall have their interests settled
according to current regulations.
5. The laborers who have lost or
terminated there jobs at the time of equitization shall be paid job-loss or
severance allowances according to law provisions.
6. After the State enterprises
have been transformed into joint-stock companies, if due to the needs to
reorganize business activities and/or renew technologies, which leads to the
situation that the laborers who have been transferred from the State
enterprises lose or terminate their jobs, including cases where they terminate
their jobs voluntarily, they shall be settled as follows:
a/ Within 12 months as from the
date the joint-stock companies are granted the business registration
certificates, if the laborers who lose their jobs as a result of the
restructuring fall into the subjects enjoying the policy towards laborers who
are left redundant as a result of the re-arrangement of State enterprises under
the Government�s Decree
No. 41/2002/ND-CP of April 11, 2002, they shall be supported from the fund for
support of redundant laborers.
The other laborers who also lose
or terminate their jobs shall enjoy the job loss or severance allowances under
the current provisions of the labor legislation and shall be supported by the
fund for support of the arrangement and equitization of State enterprises.
b/ Where the laborers lose or
terminate their jobs for four subsequent years, the joint-stock companies shall
have to pay 50% of the total allowance amounts under the provisions of the
Labor Code, the remainder shall be borne by the fund for support of the
arrangement and equitization of State enterprises. Past the aforesaid time
limit, the joint-stock companies shall have to pay fully the allowances to the
laborers.
7. For the number of redundant
laborers at the time of equitization who should be trained or retrained before
they can be given new jobs in the joint-stock companies, the State shall
support part of the funding for the joint-stock companies to organize training
and retraining from the fund for support of the arrangement and equitization of
State enterprises under the guidance of the Finance Ministry.
Chapter V
RIGHTS AND OBLIGATIONS
OF SHAREHOLDERS BEING FOREIGN INVESTORS AND OF PRODUCERS AND SUPPLIERS OF RAW
MATERIALS FOR ENTERPRISES ENGAGED IN PROCESSING AGRICULTURAL, FOREST AND
AQUATIC PRODUCTS
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1. To be entitled to participate
in managing the joint-stock companies according to the provisions of law and
the joint-stock companies organization and operation charters.
2. To be entitled to pledge
their share certificates in credit relations in Vietnam.
3. To be entitled to change
revenues being dividends, money amounts earned from the transfer of shares in
Vietnam into foreign currencies for remittance abroad after having fulfilled
tax obligations according to law provisions.
Where foreign investors use
their earned dividends for reinvestment in Vietnam, they shall be entitled to
preferences under the provisions of the Domestic Investment Promotion Law.
4. To be entitled to participate
in transactions on the Vietnamese securities market and be obliged to observe
the Vietnamese Government’s stipulations on the foreign parties participation
in the Vietnamese securities market after the joint-stock companies have
effected their listings on the securities market.
5. To have other rights and
obligations as prescribed by Vietnamese laws and the joint-stock companies
organization and operation charters.
Article
29.- Rights and obligations of the producers and suppliers of raw materials
for enterprises engaged in processing agricultural, forest and aquatic products
1. To be entitled to buy shares,
including those at preferential prices, in the enterprises they have supplied
raw materials for, with a 30% discount from the original face value of such
shares. The total value of preferential shares shall not exceed 10% of the
value of the State capital portions at the enterprises. Share certificates of
these shares shall be the registered ones and subject to the conditionally
transfer as prescribed for the transfer of the shares bought at preferential
prices by the laborers in the equitized enterprises.
2. To be entitled to pledge
share certificates in credit relations in Vietnam.
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4. To have other rights and
obligations as prescribed by law and the joint-stock companies organization and
operation charters.
Chapter VI
ORGANIZATION OF
IMPLEMENTATION
Article 30.-
Powers and responsibilities of the ministries, the provincial/municipal People’s
Committees and the managing boards of State corporation
1. The ministers, the heads of
the ministerial-level agencies, the heads of the agencies attached to the
Government, the presidents of the People’s Committees of the provinces and
centrally-run cities, and the managing boards of corporations 91 shall have to
formulate overall schemes on the arrangement of State enterprises under their
respective management, submit them to the Prime Minister for approval and be
responsible for organizing their implementation. Where they fail to materialize
the already approved plans, the heads of the enterprises-managing agencies must
be subject to various disciplining forms according to current regulations.
2. On the basis of the State
enterprise-arrangement schemes already approved by the Prime Minister:
a/ The managing boards of State
corporations shall direct the formulation of plans on the equitization of their
corporations member enterprises, then report them to the ministers in charge of
the relevant economic and technical branches or the presidents of the
provincial/municipal People’s Committees for decision.
b/ The ministers, the heads of
the ministerial-level agencies, the heads of the agencies attached to the
Government and the presidents of the provincial/municipal People’s Committees
shall decide on the equitization of enterprises under their respective
management, organize the valuation of enterprises, decide on the value of
enterprises, approve the equitization plans on transforming State enterprises
into joint-stock companies under the guidance of the concerned agencies.
Enterprises where the State needs to hold special shares, their equitization
plans must be submitted to the Prime Minister for decision.
3. The ministers, the heads of
the ministerial-level agencies, the heads of the agencies attached to the
Government, and the presidents of the People’s Committees of the provinces and
centrally-run cities shall decide on or adjust the values of enterprises. Where
the actual value of the State capital portion at an enterprise is VND 500
million or more lower than the value recorded on accounting books, the written
approval of the Finance Minister must be obtained before such decision is made.
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5. The Steering Committee for
the Renewal and Development of Enterprises, the Finance Ministry, shall have to
assist the Prime Minister in directing, inspecting, supervising and urging the
ministries, the ministerial-level agencies, the agencies attached to the
Government, the provincial/municipal People’s Committees and State corporations
in implementing the equitization work according to law provisions and the
already approved plans on the arrangement of State enterprises.
Article
31.- Business registration of joint-stock companies
After selling out shares and
holding the shareholders’ general meetings under the provisions of the
Enterprise Law, the State enterprises must make business registration under the
provisions of the Government’s Decree No. 02/2000/ND-CP of February 3, 2000 on
business registration and operate under the Enterprise Law after they are granted
the business registration certificates.
Article
32.- Management of State capital portions at joint-stock companies
1. The State capital portions at
joint-stock companies shall be managed under the provisions of the Government’s
Decree No. 73/2000/ND-CP of December 6, 2000 issuing the Regulation on the
management of the State capital portions at other enterprises. Those who are
working at State enterprises at the time of equitization and assigned to
directly manage the State capital portions at the joint-stock companies shall
be entitled to buy shares like other laborers in the enterprises.
2. For equitized enterprises
where the State does not need to hold dominant shares or special shares, the
agencies representing the owners of the State capital amounts at the
joint-stock companies shall be entitled to decide on the further sale of shares
under the State�s
ownership in the joint-stock companies three years after the joint-stock
companies operate under the Enterprise Law.
Article
33.- The ministries, the ministerial-level agencies, the agencies attached
to the Government, and the People’s Committees of the provinces and
centrally-run cities shall have to solve problems faced by the equitized
enterprises according to their assigned competence within 15 days after
receiving the full dossiers thereon. For any problems fall beyond their
competence, they should promptly report them to the Prime Minister for
consideration and decision.
Chapter VII
IMPLEMENTATION PROVISIONS
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Article
35.- The Ministry of Finance, the Ministry of Labor, War Invalids and
Social Affairs, the State Bank of Vietnam, the State Securities Commission, the
General Administration of Land, the other ministries and agencies shall have to
guide the implementation of this Decree.
Article
36.- The ministers, the heads of the ministerial-level agencies, the heads
of the agencies attached to the Government, the presidents of the People’s
Committees of the provinces and centrally-run cities, and the managing boards
of 91 corporations shall have to implement this Decree.
ON BEHALF OF THE GOVERNMENT
PRIME MINISTER
Phan Van Khai