|
THE PRIME MINISTER OF GOVERNMENT
-------
|
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
----------
|
|
No:
145/1999/QD-TTg
|
Hanoi, June 28, 1999
|
DECISION
PROMULGATING THE REGULATION
ON SALE OF EQUITIES TO FOREIGN INVESTORS
THE PRIME MINISTER
Pursuant to the Law on Organization of the
Government of September 30, 1992;
Pursuant to the Law on Domestic Investment Promotion (amended) of May 20, 1998;
Pursuant to the Government’s Decree No.44/1998/ND-CP of June 29, 1998 on
transformation of State enterprises into joint stock companies;
At the proposal of the Minister of Finance,
DECIDES:
Article
1.- To promulgate together with this Decision the Regulation on sale
of equities to foreign investors, which shall apply to the equitized Vietnamese
State enterprises and joint stock companies.
Article 2.- The Minister of Planning and Investment, the
Minister of Finance, the Chairman of the State Securities Commission, the
Governor of the State Bank of Vietnam and the concerned ministries and branches
shall guide the implementation of this Decision.
Article 3.- This Decision takes effect 15 days after its
signing.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
THE
GOVERNMENT
Phan Van Khai
REGULATION
ON SALE OF
EQUITIES TO FOREIGN INVESTORS
(Issued together with Decision
No.145/1999/QD-TTg of June 28, 1999 of the Prime Minister)
I.
GENERAL PROVISIONS
Article 1.- The sale of equities to foreign investors aims to
mobilize capital, technologies and enterprise management methods from foreign
countries, thus raising the production and business efficiency, the products’
competitiveness and expanding the market for investment in the development of
Vietnamese enterprises.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. State enterprises which have been equitized;
2. Joint-stock companies and enterprises of
other types which have obtained the competent authorities decisions on issuance
of shares for their transformation into joint-stock companies.
Article 3.- The terms used in this Decision shall be understood
as follows:
1. "Foreign investors" are foreign
economic organizations or foreigners owning or purchasing equities of
Vietnamese enterprises.
2. "Vietnamese enterprises" are
enterprises entitled to sell their equities to foreign investors according to Article
2 of this Regulation.
Article 4.- Foreign investors purchasing equities of
Vietnamese enterprises shall have their interests guaranteed by the State of
the Socialist Republic of Vietnam and shall have to fulfill their obligations according
to this Regulation and other provisions of Vietnamese laws.
Article 5.- The purchase of equities and the overseas
transfer of dividends and proceeds from the equity sale by foreign investors
shall be effected directly or via Vietnamese financial institutions or banks or
foreign ones operating in the Vietnamese territory. The involved foreign
investors may open accounts at such financial institutions or banks.
Article 6.- The total value of equities sold by a company to
foreign investors must not exceed 30% of such company’s charter capital. In
cases where many foreign investors subscribe to equities with a value exceeding
30% of the company’s charter capital, an equity auction shall be organized.
Article 7.- The equities shall be sold to foreign investors
in Vietnam dong. Convertible foreign currencies used for purchase of equities
shall be converted at the interbank average exchange rates announced by the
State Bank of Vietnam at the time the equities are sold.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 8.- Share certificates of foreign investors that
purchase equities of Vietnamese enterprises are registered share certificates
printed and managed by the Ministry of Finance. The nominal value of one equity
inscribed on each share certificate shall be 100,000 Vietnam dong.
Article 9.- The State enterprises selling equities to
foreign investors and laborers working therein shall enjoy preferences provided
for in Articles 13 and 14 of the Government’s Decree No.44/1998/ND-CP of June
29, 1998 on transformation of State enterprises into joint-stock companies.
II.
SPECIFIC PROVISIONS
Article 10.- The enterprise value and the selling price of
equities
1. Equities shall be sold at the same price to
foreign investors and Vietnamese investors as well. Such price must be accepted
by both the enterprise’s owner (seller) and foreign investor (purchaser).
2. For the equitized State enterprises, their
directors shall draw up options on the selling price and organize the determination
of such enterprises’ value and the value of the State’s capital at such
enterprises according to the current regulations, then report them to the
immediate managing agencies or the Ministry of Finance for decision.
3. For joint-stock companies, the shareholders’
congress or the board of management shall decide after consulting the issuance
underwriting agency and foreign investors.
The price level announced by the competent
agencies according to the current responsibility assignment for the equitized
State enterprises and/or joint stock companies shall serve as the reserve price
when an auction of equities to foreign investors is organized
Article 11.- Issuance of shares
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. The issuance underwriting organization shall
contact each foreign investor to determine: the volume of equities, the equity
selling price and other requirements of the issuing enterprise, in order to
select foreign investors to purchase such enterprise’s equities.
3. The issuance underwriting organization shall
organize an auction according to the current regulations on auction when many
foreign investors subscribe to the enterprise’s equities.
4. The level of expenses to be paid to a
under-writing organization or an issuance agent shall be agreed upon by the two
parties to be included in equitization expenses or present a certain percentage
(%) of the total value of the issued shares.
Article 12.- The rights of shareholders being foreign
investors
1. To be entitled to participate or not to
participate in the management of joint-stock companies according to provisions
of the Law on Companies and such joint-stock companies’ organization and
operation charters.
2. To be entitled to convert their revenues
being dividends or proceeds from the assignment of equities in Vietnam into
foreign currency(ies) for overseas remittance after fulfilling their tax
obligations prescribed in the Law on Foreign Investment in Vietnam and the
current tax laws.
In cases where foreign investors use their
dividends for reinvestment in Vietnam, the provisions of the Law on Domestic
Investment Promotion shall apply.
3. To be entitled to pledge or mortgage their
shares in credit transactions in Vietnam.
4. To be granted multiple exit and/or entry
visas during the time they invest in the purchase of equities in Vietnam.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 13.- Shareholders being foreign investors shall
fulfill the obligations prescribed in the Law on Companies, the Law on Foreign
Investment in Vietnam and the Law on Domestic Investment Promotion of the
Socialist Republic of Vietnam and the organization and operation charters of
the concerned joint stock companies.
Article 14.- Foreign investors shall only be entitled to
assign their shares 3 years (if they participate in the management of joint-stock
companies), or one year (if they don’t
participate in the management of joint-stock companies) from the date they
become owners of such companies’
equities.
III.
ORGANIZATION OF IMPLEMENTATION
Article 15.- The order for selling equities to foreign investors:
1. The equitized State enterprises shall draw up
their own plans according to the order prescribed in Government’s Decree
No.44/1998/ND-CP of June 29, 1998 and the guiding documents of the concerned
ministries, which must clearly state: the proportion of equities to be sold to
foreign investors, the proportion of the State’s equities (if any) and the
proportion of equities to be sold to Vietnamese individuals and legal persons;
the share issuance underwriting organizations or agents.
The joint-stock companies shall also have to
draw up their own plans for selling their equities to foreign investors
according to the above-said contents, then submit them to the People’s
Committees of the provinces and centrally-run cities.
2. The plans for equitization and sale of
equities to foreign investors shall be submitted to the People’s Committees of
the provinces and centrally-run cities or the branch-managing ministries or the
managing boards of State corporations established under the Prime Minister’s
decisions (corporations 91).
3. The People’s Committees of the provinces and
centrally-run cities, the branch-managing ministries and the managing boards of
corporations 91 shall have to evaluate each enterprise’s plan, then submit them
all to the Prime Minister for decision.
4. After obtaining the Prime Minister’s
decisions, the enterprises shall sign contracts with the underwriting agencies
and publicize on the mass media the sale of their equities to foreign
investors, and shall complete the work within 6 months after the Prime
Minister’s decisions are issued.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
THE
GOVERNMENT
Phan Van Khai
APPENDIX
THE LIST OF STATE
ENTERPRISES OF DIFFERENT BRANCHES ENTITLED TO SELL THEIR SHARES TO FOREIGN
INVESTORS
(Issued together with the Prime
Minister’s Decision No. 145/1999/QD-TTg of June 28, 1999)
1. Textile and garment.
2. Footwear.
3. Leather processing.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
5. Production of other consumer goods.
6. Production of construction materials.
7. Land-road, inland waterways and container
transportation.
8. Production of learning aids.
9. Production of children’s toys.
10. Trading, services, hotels.
11. Mechanical engineering manufacture.
12. Enterprises producing export goods belonging
to the goods lines specified above.-