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THE
MINISTRY OF FINANCE
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No:
104/1998/TT-BTC
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Hanoi,
July 18, 1998
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CIRCULAR
GUIDING FINANCIAL MATTERS WHEN CONVERTING STATE ENTERPRISES
INTO JOINT-STOCK COMPANIES
(Pursuant to
Decree No. 44/1998/ND-CP of June 29, 1998)
In furtherance of Government Decree No.
44/1998/ND-CP of June 29, 1998 on converting State enterprises into joint-stock
companies, the Ministry of Finance provides the following guidance on financial
matters:
Part one
GENERAL PROVISIONS
1. Subject to this Circular are State
enterprises in the category of equitisation stipulated in the Appendix of
classification of State enterprises promulgated with Article 1 of Government
Decree No. 44/1998/ND-CP of June 29, 1998.
2. Terms used in this Circular shall be
understood as follows:
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2.2. Share is the company’s charter capital
divided into numerous equal parts.
2.3. Shareholder is an individual or a legal
entity that owns shares of joint-stock companies.
2.4. Share is a certificate of value issued by
joint-stock companies to certify shareholders ownership of shares.
2.5. "Charter capital" of a
joint-stock company is the total capital contributed by shareholders and
specified in the company’s charter.
2.6. Book value of enterprises is the total
value of assets expressed in the Accounting Balance of enterprises according to
the current accounting system.
2.7. Actual value of enterprises is the total
real value of the assets (tangible and intangible) that belongs to enterprises
and is calculated at market price at the time of the determination of the value
of enterprises.
2.8. Book value of State capital is the
remainder after subtracting debts payable, balance of the welfare funds and
rewards(if any) from the total value of the assets reflected in the Accounting
Balance at the time of the determination of the value of enterprises.
2.9. Actual value of State stake in enterprises
is the remainder after subtracting debts payable, balance of the welfare and
bonuses funds (if any) from the total real value of enterprises.
2.10. Dividend is a part of after-tax profit of
joint-stock companies to be divided among shareholders.
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2.12. State governing shares are types of shares
that meet one of the two following conditions:
- State shares that represent more than 50%
(fifty per cent) of the company’s total shares;
- State shares that at least double the number
of shares owned by another biggest shareholder in the Company.
2.13. State’s special share is the share of the
State in the company where the State does not hold governing shares but has the
right to decide on a number of important matters of the company as stated in
the organization and operation charters of joint-stock companies.
2.14. Proceeds from the sale of shares is the
sum collected when selling shares of joint-stock companies.
2.15. Proceeds from the sale of shares that
belong to State capital is the actual value of the State stake in enterprises
minus (-) the value of State shares contributed to the company.
The sum actually collected from the sale of
shares that belong to State capital is the money gained from selling shares
that belong to State capital minus (-) equitization expenses and the preference
value granted to employees of enterprises.
2.16. Equitisation expenses: are necessary and
actual expenses to convert State enterprises into joint-stock companies.
2.17. The direct managing bodies of equitized
enterprises are:
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- The provincial/municipal People’s Committees (if they are
independent enterprises under the management of the provincial/municipal People’s Committees);
- Managing Boards of State corporations (if they
are member enterprises of the State corporations); and
- Directors of independent enterprises (if they
are parts of independent enterprises, separated for equitisation).
2.18. Direct manager of State capital is the
person deputed by competent State agency(ies) to directly manage the State
stake in joint-stock companies.
2.19. The time of equitisation is the time
specified in a decision by the competent State agency to convert a State
enterprise into a joint-stock company.
3. After State enterprises are converted into
joint-stock companies, the latter shall inherit all the rights and perform all
the obligations of the former.
4. Forms of equitisation
Depending on the specific situation and
requirements, State enterprises may select and apply one of the following four
forms of equitisation:
4.1. To keep intact the existing State capital
in enter-prises, to issue shares and to attract more capital for the enterprises’ development. According to this
form, the value of the State shares contributed to companies is equal to the
actual value of the State stake in enterprises minus (-) the equitisation
expenses, the preference value granted to employees and the value of the
amounts to be paid in installments by poor employees in accordance with the
stipulations of the State.
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4.3. To separate parts of enterprises for
equitisation. Under this form, a part of an enterprise may operate
independently and make separate accounting of the value of its assets separated
for equitisation (e.g. workshops, stores, service sections, etc.).
4.4. To sell the entire value of the existing
State capital in enterprises in order to convert the latter into joint-stock
companies. By this form, the State shall not participate in shares in such
joint-stock companies.
Part two
SPECIFIC PROVISIONS
I. ENTITLEMENT TO PURCHASE
SHARES FOR THE FIRST TIME
When State enterprises are turned into
joint-stock companies, the entitlement to purchase shares for the first time
stipulated in Article 8 of Government Decree No. 44/1998/ND-CP of June 29, 1998
shall be as follows:
1. For enterprises where the State holds
governing shares or special shares, each legal person shall be entitled to buy
not more than 10% and each individual not more than 5% of the total number of
an enterprise’s shares.
2. For enterprises where the State does not hold
controlling shares or special shares, each legal person shall be entitled to
buy not more than 20% and each individual not more than 10% of the total number
of an enterprise’s shares.
3. For enterprises where the State does not
participate in shares, there shall be no limitation as to the number of shares
which a legal person or an individual may buy but there must be sufficient
number of shareholders as provided for by the Law on Companies.
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After 30 days from the date of beginning to sell
shares, if the number of shares actually sold out is not up to the approved
plan while shareholders’
buying demand is higher than the stipulated governing level, the body deciding
the equitisation shall, at the request of equitised enterprises, consider
augmentation of the entitlement to purchase shares for individuals and legal
persons in conformity with the enterprises’
situation. For enterprises where the State holds controlling shares, the
augmentation of the entitlement to purchase shares shall not affect the State
controlling shares.
II. DETERMINATION OF
ENTERPRISES’ VALUE
1. Principle for determination: The
determination shall comply with the stipulations in Articles 11 and 12 of
Government Decree No. 44/1998/ND-CP of June 29, 1998.
2. Inventory of assets under enterprises
ownership:
The assets owned by State enterprises and subject
to inventory shall include current and short-term investment assets and fixed
and long-term investment assets reflected in the Accounting Balance according
to the current accounting regime.
Separate inventory shall be made with regard to
assets hired outside, materials and goods undertaken to hold in trust, to
process, to sell in trust and to be deposited.
2.1. Inventory of assets shall comply with the
following requirements:
2.1.1. To determine the quantity of the assets
that actually exist till the time the enterprise�s value is determined.
2.1.2. To classify the existing assets under
enterprises ownership:
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- For assets which enterprises do not have
requirements to use, including assets that are not in use and assets that are
beyond the possibility of restoration for production and business, they must be
declared and inventoried separately so that handling measures shall be taken.
- Assets formed from reward and/or welfare fund
(if any) shall be inventoried so as to hand over separately to joint-stock
companies for management and use.
2.1.3. To determine the assets that are
deficient comparing with books (if any).
2.1.4. To compare and classify items of debts.
Recoverable bad debts must be proved by valid
and concrete evidences:
- Debts not acknowledged by debtors;
- Debtors are legal entities that have been
dissolved or have gone bankrupt;
- Debtors are individuals who have died, or fled
without any inheritors of their responsibilities;
- Bad debts due to other causes.
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Directors of equitised State enterprises shall
have to set up asset inventory councils according to the above-mentioned
requirements. Membership of the inventory council shall comprise:
- The Director of the equitized State enterprise
as its the president;
- The chief-accountant as a member; and
- The head of the technical department as a
member.
Besides, depending on concrete situtation, directors
of enterprises shall invite technical experts conversant with the properties,
effects and quality of assets to participate in the asset inventory council.
3. Handling of assets and debts prior to
equitisation:
3.1. The following assets shall not be calculated
into the value of enterprises for equitisation:
3.1.1. Those assets that enterprises cannot
continue to use and that have been reflected on financial reports before the
time of determination of enterprises value may be handled by one of the following
measures:
- The direct managing body of enterprises shall
transfer them to other enterprise under its management;
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- If State enterprises are turned into
joint-stock companies while it is impossible to sell these assets by auction
(or liquidation sales), the body deciding the equitisation shall authorize the
joint-stock companies to manage them on its behalf. Within 90 days at the latest
from the time of equitisation, the body deciding the equitisation must organize
auction (or liquidation) sales in order to recover capital. The auction (or
liquidation) sales shall be carried out in conformity with the current
stipulations.
3.1.2. Recoverable bad debts as stipulated in
Point 2.1.4 of this Item.
3.1.3. Unfinished construction costs of works
that have been suspended prior to the time of determination of enterprises’ value.
3.1.4. Long-term investment in other enterprises,
which is, however not put to equitisation effected by enterprises shall be
handled by the body deciding the equitisation.
3.1.5. Financial leasing assets which are the
part of debts unpaid to owners of assets.
3.1.6. Assets hired outside: Where the lessor
agrees to sell and the lessee-enterprise agrees to buy the assets being leased,
the latter shall be responsible for payment at the mutually agreed price. Where
the lessor being a State enterprise has agreed with the direct managing body to
transfer such assets to the equitised enterprise, the direct managing body of
the enterprise shall decide to transfer assets to the lessee, the asset
transferor shall be entitled to account it as reduction of capital while the
transferee shall account it as a capital increase. The asset transferee (the
equitised enterprise) shall re-evaluate the assets and calculate them in the
enterprise’s value.
Where an equitised enterprise leases assets and
make investment in the improvement of the or upgrade the leased assets, the
remaining value of the portion that has been invested in, renovated or upgraded
shall be dealt with as follows:
+ Where the leasing enterprise takes back the
assets, it shall pay to the lessee-enterprise the invested or upgraded value.
Where the lessor which is a State enterprise agrees to take back assets
together with the invested, renovated or upgraded value, the two parties may
hand over the invested and upgraded value which shall be accounted according to
the principle of capital increase or reduction as mentioned above;
+ Where a joint-stock company continues to lease
the assets, the costs of investments, renovation and upgrading that have been
spent shall be calculated into the enterprise�s value.
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3.2. With regard to assets that are being
managed and used by enterprises the owners of which, however, have not been
determined, they shall be considered assets under the State capital and the
value of which must be determined. When their owners are determined, the
Ministry of Finance shall handle specific case by case.
3.3. Other reserves for price reduction of
stocks, reserves for bad debts, reserves for reduction of prices of securities
and for differences in exchange rates and undistributed profits (if any) shall
be also dealt with prior to the determination of the actual value of
enterprises.
3.4. The balance left in reward and/or welfare
funds shall be divided among employees for purchasing shares.
4. Market prices which are used to determine the
actual value of assets shall be stipulated as follows:
4.1. For assets which are circulated on market,
the market prices are the prices at which these assets are being purchased or
sold.
4.2. For assets which are of specialised use or
are construction investment products, the market prices shall be based on
investment rates (or investment prices) at the time of determination of
enterprises’ value, stipulated by the competent authority.
4.3. For particular assets that are not
circulated on market, the market prices shall be calculated on the basis of the
prices of assets of the same kind with similar capacity and technical
properties. If such similar assets are not available, the prices of the assets
shall be calculated according to their prices inscribed on account books.
5. Description and methods of determination of
the actual value of enterprises for equitisation:
5.1. For immovable and moveable assets which are
inventoried objects, their actual value shall be determined according to the
following formula:
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=
Actual quantity of each
kind of asset
x
Market prices of assets
at the time of determination enterprises’ value
x
The remaining quality of
assets (%)
5.2. For assets which are capital in cash, their
actual value shall be calculated according to the balance of cash capital which
has been checked and compared at the time of determination of enterprises
value. If the balance is in foreign currency(ies), it shall be converted into
Vietnamese currency at the interbank exchange rate promulgated at the latest
date.
5.3. For recoverable debts, their actual value
shall be those debts that have been compared and acknowledged.
5.4. For unfinished expenses (including expenses
incurred in production, business, non-business expenses and expenses in
construction), their actual value shall be calculated according to the actual
balance of expenses on account books.
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5.6. For short-term and long-term investment
assets, those items that join-stock companies will inherit shall be calculated
in enterprises value.
5.7. For intangible assets (if any), their
actual value shall be calculated according to the remaining value which is
being accounted on account books.
5.8. For enterprises that have business
goodwill, the goodwill value shall be calculated into the actual value of
enterprises as follows:
- Where the goodwill value (such as prestige of
goods, geographical position) has been evaluated, the actual balance on account
books shall be taken to calculate into enterprises’ value;
- Where the goodwill value has not been
determined, it shall be calculated on the basis of the average superprofits
ratio of the three years that immediately precede the time of determination of
enterprises’ value to calculate the goodwill according to the following
formula:
Enterprises’ average
profits ratio of three years
=
The total profits gained
in 3 immediately preceding years
Total State capital
according to account books of the three immediate preceding years
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Average super-profits
ratio
=
Enterprises’ average
profits ratio of three years
-
Enterprises’ general
average profits ratio of State enterprises of the same production/business
lines in the same area (provinces or cities)
Goodwill value calculated
into enterprise’s value
=
State capital according
to the average account books of three immediately preceding years
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Average superprofits
ratio
x 30%
The enterprises’ actual value for equitisation
is the total of items (5.1 + 5.2 + 5.3 + 5.4 + 5.5 + 5.6 + 5.7 + 5.8) mentioned
above.
5.9. For those enterprises that have failed to
comply with law provisions on book accounting and statistics, the body that
decides their value shall consider the hiring of independent auditing
organizations to make the determination. The cost of hiring audit shall be
calculated in the equitisation expenses.
6. Determination of the actual value of the
State capital in enterprises:
The actual value of the State capital in enterprises
is the remainder of the actual value of enterprises minus the actual debts
payable including balance of the welfare and/or reward funds.
- Actual debts payable are the total debts
stipulated in Item A (Debts payable - Code No. 300) of the Accounting Balance
minus (-) non-performing debts.
- Non-performing debts are those debts where
creditors have been dissolved, gone bankrupt, died, fled or abandoned the right
to claim debts.
7. Council for Determination of Enterprises
Value:
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- A representative of the financial agency who
will act as its chairman;
- Representatives of branch managing agencies
(ministries, branch managing municipal/provincial Services, Corporations 91)
who will act as members;
- A representative of the leadership of the to
be equitised State enterprise as member.
Apart from the above-said official members,
depending on the situation of the assets in enterprises and specific
requirements, the council may invite technical organizations or experts,
economic, financial and accounting experts inside and outside the enterprise,
necessary for the evaluation of quality and determination of the actual value
of each type of these assets.
7.2. The tasks of the council shall be:
7.2.1. To examine and evaluate the inventory
results of enterprises as stipulated in Point 2, Item II hereof.
7.2.2. To organize the appraisal and
determination of the actual value of enterprises and determination of the
actual value of the State capital in accordance with the guidance given above.
7.2.3. To make a record with signatures of all
official members on the results of the determination of the actual value of
enterprises and the actual value of the State capital in enterprises.
The council shall work according to the principle
of collective voting. Where the number of votes is equal, the party having the
Chairman’s vote shall
prevail.
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- The branch-managing ministry (or corporations
91) if enterprises are under the management of the branch-managing ministry or
corporations 91;
- The Presidents of the provincial/municipal
People’s Committees if enterprises are under the management of local
administration; and
- The Ministry of Finance.
The time limit for determining the actual value
of enterprises and the State’s actual stake in enterprises is 15 days at the
maximum from the date of setting up of the council.
7.2.4. To re-determine the results of the value
of enterprises if so requested by the person determining the value of
enterprises.
8. Competence to decide and to adjust the actual
value of enterprises and of the State’s actual stake in enterprises:
8.1. Competence to decide the actual value of
enterprises and of the State’s actual stake in enterprises
8.1.1. Ministers of the branch-managing
ministries (for independent enterprises and members of Corporation 90 directly
run by the ministry); presidents of the People's Committees of provinces and
centrally-run cities (for independent enterprises and members of Corporation 90
directly run by provinces and cities); or Chairmen of Management Boards of
Corporations 91 (for enterprises which are members of Corporations 91) shall
make examinations and decisions regarding enterprises with the State capital of
10 billion dong or less according to account books at the time of determination
of value of enterprises.
8.1.2. The Minister of Finance shall make
examination and decisions regarding enterprises having the State capital of
more than 10 billion dong according to account books after obtaining a written
agreement from ministers of the branch-managing ministries, the presidents of
the provincial/municipal People’s
Committees or the Chairmen of the Management Boards of Corporations 91.
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Where the records on the determination of the
value of enterprises provide insufficient grounds for making such decision, the
council shall, within seven days from the date of request by the persons
competent to decide the value of enterprises, supplement grounds for decision
of the value of enterprises.
8.1.3. Where the actual value of enterprises to
be equitised is determined lower than the value inscribed on account books, it
must be reported to Minister of Finance for decision.
8.2. Readjustment of the value of enterprises
8.2.1. If 3 months after the enterprise�s
value is decided, the number of shares actually sold has not reached 50% of the
total number of shares projected to sell out, the agency deciding the enterprise’s value shall consider and
readjust the already decided value within 10 days.
8.2.2. The competence to readjust the value of
enterprise
- Ministers of the branch-managing ministries, presidents
of the provincial/municipal People’s Committees or Chairmen of the Management
Boards of Corporations 91 shall make consideration and readjustment for gradual
reduction of the enterprise�s already decided
value to the level of the enterprise’s value inscribed on account books of the
equitised assets.
- All cases of readjustment of the enterprise’s value to the level under that
inscribed on account books of the equitised assets shall be considered and
decided by the Minister of Finance.
9. Handling of the value of State stake from the
time of determination of the enterprise’s value till the time of equitisation.
Due to the difference between the time of
determination of the enterprise’s value and the time of deciding to turn the
State enterprise into a joint-stock company, if there is an added value, it
will be added (+) to the enterprise’s actual value, if there is a decreased
value, it will be subtracted (-) from the enterprise’s
actual value for equitisation in accordance with the decision of the person
competent to decide the enterprise�s value.
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1. For State enterprises which are turned into
joint-stock companies.
The preferential treatment regime for State
enterprises which are turned into joint-stock companies shall comply with the
stipulations in Article 13 of Decree No. 44/1998/ND-CP referred above.
2. For employees in enterprises.
The preferential treatment regime for employees
in enterprises has been stipulated in Article 14 of Decree No. 44/1998ND-CP
referred above. The Ministry of Finance provides detailed guidance on a number
of points as follows:
2.1. For each year of working for the State, an
employee working in enterprises shall be entitled to buy 10 shares at the
maximum (the value of one share is 100,000 VND) at the preferential selling
price 30% lower than that for other buyers. According to this stipulation, for
each share sold at preferential price, employees shall pay only 70,000 VND and
30,000 VND is the preferential value granted by the State to employees for each
share.
2.2. The total preferential value for employees
is the product between the preferential value of each share and the total
number of shares sold at preferential prices to employees. However, the total
preferential values granted to employees shall not exceed 20% of the actual
value of the State stake in enterprises. For enterprises that have capital
accumulated by themselves (capital supplemented by themselves) that accounts
for 40% of the value of enterprises (according to account books) or higher, the
total preferential value granted to employees shall not exceed 30% of the
actual value of the State stake in enterprises.
2.3. Poor employees in enterprises shall be
entitled to buy preferential shares by deferred payment. The deferred payment
period is 10 years at the maximum including 3 years grace. Poor employees shall
not have to pay interests on the deferred payment.
2.4. The number of shares paid in installments
by poor employees in enterprises shall not exceed 20% of the total number of
shares sold at preferential prices stipulated in Point 2.2 of this Item.
2.5. When effecting the preferential treatment
regime for employees in enterprises, the following conditions must be met:
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- If, calculating by the above-said controlling
level, the preferential value granted to employees and the value of deferred
payment by poor employees exceed the value of shares belonging to State stake
sold out (after subtracting (-) equitisation expenses), readjustment shall be
made to reduce the total number of shares sold at preferential prices in order
to satisfy this condition.
2.6. Procedures and competence to consider and
approve preferences for employees.
2.6.1. Equitised enterprises shall make a list
of employees of enterprises, the number of their years of working therein and
the number of shares entitled to buy at preferential prices by each employee.
2.6.2. For poor employees, there must be a
written request to buy shares by installment payment and their commitment
concerning the time limit of payment to the State.
2.6.3. Directors of equitised enterprises shall
co-ordinate with Party Committees, trade unions of enterprises to review and
approve lists of employees, the quantity of shares bought at preferential
prices and lists of poor employees and the quantity of shares bought by
installment payment. These lists shall be posted up at enterprises and
forwarded to the body deciding the equitisation (enclosed with the enterprises�
plan for equitisation).
2.6.4. Based on Government Decree No. 44/1998/ND-CP,
the agency deciding the equitisation shall review and approve the number of
shares sold at preferential prices to employees and shares sold by installment
payment to poor employees in equitised enterprises.
IV. EQUITISATION EXPENSES
1. Equitisation expenses of State enterprises
shall comprise:
- Printing of materials, organization of
professional training on equitisation of enterprises;
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- Elaboration of plans for equitisation as well
as organization and operation charters of joint-stock companies;
- Hiring of audit (if any);
- Holding extraordinary congress of enterprises
workers and employees for carrying out equitisation;
- Propaganda and advertisement for the equitisation
of enterprises;
- Organizing the sale of shares (excluding the
charge of share slips);
- Holding first shareholders congress; and
- Other expenses relating to the equitisation of
enterprises.
Expenses for Equitisation Boards of the
ministries, the People’s Committees of provinces and centrally-run cities shall
comply with the separate regulations of the Ministry of Finance.
2. Level of expenses for the process of turning
State enterprises into joint-stock companies shall be stipulated as follows:
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+ Enterprises that have the actual value of from
3 - 10 billion VND shall be entitled to add an extra 2% of the added value;
+ Enterprises that have the actual value of more
than 10 billion VND shall be entitled to add an extra of 1% of the added value.
Directors of State enterprises shall be entitled
to decide necessary expenses for the process of equitisation on the principle
of economy within the prescribed levels mentioned above. The total equitisation
expenses shall be subtracted (-) from the proceeds from the sale of shares
belonging to the State capital in enterprises.
Upon the conclusion of the equitisation process,
State enterprises shall make the final settlement of the whole expenses for
equitisation and report to the body deciding the equitisation.
V. MANAGEMENT OF PROCEEDS
FROM THE SALE OF SHARES
1. Equitised enterprises shall open frozen
accounts at State Treasuries to deposit proceeds from the sale of shares.
When collecting money from shareholders,
equitised enterprises shall comply strictly with the cash management regime.
2. Regarding proceeds from the sale of shares
that belong to State stakes:
2.1. With regard to proceeds from the sale of
shares that belong to State stakes, after subtracting (-) equitisation
expenses, joint-stock companies shall transfer them from frozen accounts at the
Treasuries into the equitisation revenue accounts of:
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- The Ministry of Finance (for independent
cost-accounting enterprises, including members of Corporation 90 under the
management of ministries and General Departments).
- Corporations 91 (for their member
enterprises).
2.2. Use of proceeds from the sale of shares
that belong to State stake
2.2.1. This sum shall be used for:
- Training and retraining in order to provide
employees with new jobs;
- Providing subsidy to redundant employees;
- Supplementing capital to State enterprises
that need priority in strengthening; and
- Making additional investment of State shares
in joint-stock companies with efficiency in their business activities.
2.2.2. Competence to decide the use of proceeds
from the sale of shares belonging to State stakes.
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- The branch-managing ministries shall decide on
such use and notify the Ministry of Finance for granting (for enterprises under
the management of ministries).
3. With regard to the proceeds from issue of
shares to mobilize more capital joint-stock companies, they will be at the
disposal of joint-stock companies.
- When joint-stock companies officially commence
operation, Chairmen of their Management Boards shall request the Treasuries to
transfer the amount mobilized from frozen accounts to joint-stock companies
accounts.
- Proceeds from the sale of shares after
joint-stock companies commence operation:
+ If the shares sold belong to State stakes, the
amount shall be remitted into the accounts of receipts from equitisation
stipulated in Point 2.1 of this item;
+ If the shares are sold for the purpose of
mobilizing capital for production and business of joint-stock companies, the
amount shall be remitted into the companies’
accounts.
VI. MANAGEMENT AND PROVISION
OF SHARE SLIPS
1. The State Treasury shall make uniform
printing and management of "blank" share slips to provide to
equitised enterprises.
2. After the shareholders’
founding congress is held and joint-stock companies officially come into
operation according to the Law on Companies, the joint-stock companies shall
file applications to buy share slips to State Treasuries of provinces and
centrally-run cities (hereinafter called provincial State Treasuries for short)
where equitised enterprises open their accounts.
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2.2. Shares of members of Managing Boards and of
shareholders bought by installment payment to the State shall be
non-transferable registered shares.
2.3. State shares shall be non-transferable
registered shares. The names of the owners written on shares shall be the names
of the direct managing bodies of the equitised enterprises.
2.4. Each shareholder may receive one or more
than one share slips. The total face value of share slips shall correspond to
the sum of money contributed to joint-stock companies.
2.5. Chairmen of Management Boards of
joint-stock companies shall be responsible for management of the
"blank" share slips after buying them from State Treasuries and shall
issue share slips to each shareholder corresponding to the number of shares he/she
owns.
2.6. Dossiers accompanying applications for
buying share slips shall comprise:
- Decisions to turn State enterprises into
joint-stock companies by the competent level;
- Resolution of shareholders’ founding congress on election
of members of Management Boards; the resolution of the Management Boards on
election of Chairmen of the Boards and appointment of managing directors of
joint-stock companies.
3. Based on applications for buying share slips
and the dossiers mentioned above, provincial State Treasuries shall have to
sell sell slips to joint-stock companies 5 days at the latest from the date of
receipt of complete dossiers.
4. Within 10 days from the date of receipt of
"blank" share slips from State Treasuries, joint-stock companies
shall have to make full inscription on each share slip and shall convey slips
to each shareholder.
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Part three
ORGANIZATION OF
IMPLEMENTATION
This Circular shall replace the Minister of
Finance’s Circular No. 50-TC/TCDN of August 30, 1996 and shall take effect
after its signing.
All documents guiding financial matters when
shifting State enterprises to joint-stock companies which are contrary to this
Circular are now abrogated.
The ministries, branches, localities and
equitised enterprises shall report in time any difficulties that arise in the
course of implementation to the Ministry of Finance for study and resolution.
THE MINISTRY OF
FINANCE
VICE MINISTER
Pham Van Trong