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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. 100/2007/QD-BTC
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Hanoi, December 6,
2007
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DECISION
REGULATIONS
ON SELECTION AND SUPERVISION OF VALUATION CONSULTANCY ORGANIZATIONS
THE MINISTER OF FINANCE
Pursuant to Decree 109/2007/ND-CP of the
Government dated 26 June 2007 on conversion of enterprises with 100% State
owned capital into shareholding companies;
Pursuant to Decree 101/2005/ND-CP of the
Government dated 3 August 2005 on price appraisal;
Pursuant to Decree 77/2003/ND-CP of the
Government dated 1 July 2003 on functions, duties, powers and organizational
structure of the Ministry of Finance;
On the proposal of the Director of the
Department of Finance for Banks and Finance Institutions;
DECIDES:
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Article 2. This
Decision shall be of full force and effect after fifteen (15) days from the
date of its publication in the Official Gazette.
Article 3. The
Director of the Department of Finance for Banks and Finance Institutions, the
Director of the Enterprise Finance Division, the Head of the Office of the
Ministry, heads of relevant entities and directors of valuation consultancy
organizations shall be responsible for implementation of this Decision.
FOR THE MINISTER OF
FINANCE
DEPUTY MINISTER
Tran Xuan Ha
REGULATIONS
ON
SELECTION AND SUPERVISION OF VALUATION CONSULTANCY ORGANIZATIONS
(Issued with Decision 100-2007-QD-BTC of the Minister of Finance dated 6
December 2007)
I. GENERAL PROVISIONS
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Other enterprises requesting enterprise
valuations may select valuers in accordance with these Regulations.
Article 2. Valuer
means an organization which satisfies all the standards and conditions
and which is licensed [or which has permission] to provide enterprise
valuation services, and shall include auditing companies, securities
companies, price appraisal enterprises, and domestic and foreign
investment banks with the capability to provide enterprise valuations and
which are selected to provide such services in accordance with these
Regulations.
Article 3. The
Ministry of Finance shall be responsible to select and promulgate a
list of valuation consultancy organizations, and to conduct checks and
inspections of the operations of such valuers.
II. STANDARDS AND
CONDITIONS FOR SELECTION OF VALUERS
Article 4. Any
domestic organization registering to provide enterprise valuation services must
satisfy all the following standards and conditions:
1. It is an entity as defined in
article 2 of these Regulations and satisfies all the conditions on
organization and operation applicable to each form of enterprise.
2. It has professional rules on enterprise
valuation which are consistent with the current regulations of the Government
on conversion of enterprises with 100% State owned capital into
shareholding companies.
3. It has at least two years' experience in
one of the sectors being price appraisal, auditing, accounting, financial
consultancy or consultancy on conversion of enterprise ownership. It must have
performed at least ten (10) services contracts in the above-mentioned sectors
in each of the two most recent years preceding the time of submission of
the application file for permission to provide enterprise valuation
services.
4. It must satisfy criteria on the number and
quality of staff working in the sectors and branches in which such organization
is currently operating.
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Article 5.
Application file for accreditation as a valuation consultancy organization
1. Any domestic organization satisfying
all the conditions stipulated in article 4 of these Regulations which
wishes to provide enterprise valuation services shall send the
following documents to the Ministry of Finance:
(a) Request for registration to provide
enterprise valuation services (on the sample form in Appendix 1);
(b) Notarized copy of its decision on
establishment or investment licence [or] business registration certificate;
(c) Professional rules on [how to carry out
an] enterprise valuation, consistent with current law;
(d) Report on a number of financial
indicators of the year immediately preceding the year of registration
to provide enterprise valuation services (Appendix 2);
(dd) Report on services contracts
already performed in the sectors of price appraisal, auditing,
accounting, financial consultancy or consultancy on conversion of enterprise
ownership, and a list of services contracts in the above-mentioned
sectors in the two most recent years preceding the year of registration
(Appendix 3);
(e) [Data on the] number and quality of
senior staff directly conducting the services activities of the organization.
2. Any foreign organization registering
to provide enterprise valuation services must be an entity as defined
in article 2 of these Regulations and must send the following documents to the
Ministry of Finance:
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(b) Data proving that it has sufficient
capability and experience in the sector of asset valuation and enterprise
valuation;
(c) Copy business registration certificate
(or equivalent data) issued by the competent authority in the country where the
foreign organization has its headquarters;
(d) Professional rules on [how to carry out
an] enterprise valuation, consistent with the current law of Vietnam;
(dd) Introduction on the organization and its
operational results in the valuation sector for the two most recent years:
number of staff and number of branches currently conducting valuations, number
of valuation services already performed, and proposed list of valuation experts
who will work in Vietnam.
Any foreign organization which is not
registered on the list of valuers shall only be permitted to co-operate with a
valuer already on such list as promulgated by the Ministry of Finance, in order
to conduct enterprise valuation activities.
Article 6. A valuer
shall not be permitted to provide enterprise valuation services in the
following cases:
1. It has not yet been approved by the
Ministry of Finance.
2. It is related ["a related
person"] as stipulated in article 4 of the Law on Enterprises, to the
enterprise which is to be valued.
3. It is an organization currently providing
services of auditing, book-keeping or preparation of financial statements to
the enterprise to be valued, or it provided such services in the previous year
to the enterprise to be valued.
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1. With respect to newly registered
organizations, the Ministry of Finance shall consider their accreditation in
the months of June and December and shall provide written notice on
addition of these organizations to the list of valuers on an annual basis.
If a registering organization is not approved
to provide enterprise valuation services, the Ministry of Finance shall provide
a written response specifying the reasons for non-approval.
2. Organizations already on the list of
valuers shall not be required to conduct procedures for annual re- registration
but may continue to provide enterprise valuation services if they are not in
breach of the provisions in articles 13 and 14 of these Regulations.
3. The Ministry of Finance shall publicly
promulgate the list of valuers and a list of organizations which are not
permitted to continue to provide enterprise valuation services both in hard
copy, and also on the website of the Ministry of Finance at
http://www.mof.gov.vn.
III. MANAGEMENT AND
SUPERVISION OF VALUATION CONSULTANCY ORGANIZATIONS
Article 8.
Responsibilities of valuers
[Valuation consultancy organizations shall
have the following responsibilities:]
1. To comply with the current law on
enterprise valuation methods and to correctly perform the contents of contracts
signed with clients.
2.To be liable for enterprise valuation
results. In a case where the results of an enterprise valuation fail to
correctly ensure State regulations, the body making the equitization decision
shall be entitled to refuse to pay the service fees, and the valuer shall also
be liable to pay compensation for loss and damage caused by such valuer or the
valuer shall be dealt with in accordance with law.
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4. To provide an explanation or to supply
information and data relevant to the results of an enterprise valuation when
there is a complaint or upon written request from the representative of the
owner of the enterprise, from the Ministry of Finance or from another competent
body.
5. To keep client information confidential,
and to archive files and data on the enterprise for which it has provided the
enterprise valuation.
6. Valuation consultancy organizations and
staff participating in enterprise valuations must comply with professional
ethics and standards as stipulated by the law on professional ethics standards and
other [relevant] laws.
Article 9. Bodies
making equitization decisions shall select valuers from the list of valuation
consultancy organizations promulgated annually by the Ministry of Finance.
1. Any enterprise undergoing equitization
which has total asset value in its books of account of thirty (30) billion
Vietnamese dong or more, or has a value of State owned capital in its books of
account of ten (10) billion Vietnamese dong or more, or has an advantageous
geographical position, must hire a valuation consultancy organization/s to
conduct the enterprise valuation.
2. The Steering Committee for Equitization of
the enterprise must hold tendering to select a valuation consultancy
organization/s in accordance with current regulations in the case of a tender
package for enterprise valuation services with a value of five hundred (500)
million Vietnamese dong or more, or where two or more valuers register to
provide the services.
Article 10. Fees for
enterprise valuation services
1. Fees for enterprise valuation services
must be related to the quality of the services provided and the results of the
share sale auction, and shall be fixed by agreement between the valuer and the
client and specifically recorded in the contract for provision of the
enterprise valuation services.
2. The actual fees incurred shall be
paid from the source for the expenses for equitization of the
enterprise.
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1. Compliance with current regulations on the
rules and methods for valuing enterprises.
2. Compliance with professional ethical
standards in the relevant sectors.
3. Differences between the results of the enterprise
valuation reached by a price appraisal organization/s and the result as
approved by the representative of the owner and the actual price obtained via
the [share sale] auction.
4. Compliance with the regime on submitting
reports and the truthfulness of such reports sent by the valuer/s to the
Ministry of Finance.
Article 12. The
Ministry of Finance shall, on an annual basis or on a one-off basis on
detection of any indication of a breach, conduct inspections of enterprise
valuation activities of valuers. On discovery of a breach, the Ministry
of Finance shall suspend [the operation of the valuer] for a
specified term or shall remove the valuer from the list of valuation
consultancy organizations in accordance with articles 13 and 14 of these
Regulations.
Article 13.
Suspension for a specified term of the enterprise valuation operation of a
valuer
1. A valuer shall be suspended for a
specified term from providing enterprise valuation services in the following
circumstances:
(a) The valuer breaches the provisions in
article 8 of these Regulations.
(b) The results of an enterprise valuation do
not satisfy the requirements in accordance with an assessment of a
competent State body based on the rules and methods for valuing an
enterprise as stipulated by law and based on the Vietnamese standards for price
appraisals, the accounting and auditing standards, and other relevant laws.
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(d) The valuer fails to comply with the
reporting regime stipulated in articles 16 and 17 of these Regulations.
2. The term of any suspension shall be
decided by the Ministry of Finance depending on the seriousness of the
breach committed by the valuer.
Article 14. Removal
of a valuer from the list of valuation consultancy organizations
1. A valuer shall be removed from the list of
valuation consultancy organizations in the following circumstances:
(a) The investment license or business
registration certificate of the valuer is withdrawn.
(b) The valuer failed, on upon expiry
of the term of its suspension, to remedy the event which resulted in
such suspension.
(c) The valuer committed a serious breach of
the provisions of article 8 of these Regulations and of other provisions of
law.
(d) The valuer inaccurately or
dishonestly reported the results of its provision of enterprise
valuation services.
2. Any valuer removed from the list of
valuation consultancy organizations shall not be eligible to re- register
within the following two years.
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Article 16. Valuers
shall, on a six-monthly and annual basis, provide written reports to the
Ministry of Finance at the latest within fifteen (15) days after the end of
such six-month or annual period, with the following contents:
1. An assessment of the status of their
provision of enterprise valuation services: the results of such services, the
quality of their staff, and recommendations to the State authority
on any issues or difficulties which arose.
2. A list of enterprises for which the valuer
provided a valuation (on the sample form in Appendix 4).
3. Report on financial indicators on a
six-monthly and annual basis (on the sample form in Appendix 2).
4. Any changes related to its decision on
establishment or investment licence [or] business registration certificate.
Article 17. If any unusual matters arise during the course of a
valuer's operation, the valuer must forward a one-off report to the Ministry of
Finance for the latter's information and in order for the valuer to explain any
relevant issues.
IV. IMPLEMENTING
PROVISIONS
Article 18. The Ministry of Finance shall receive application
files from organizations wishing to register to provide enterprise
valuation services, shall check and verify the files, and shall
publicly promulgate the list of enterprise valuation organizations.
Article 19. Organizations which are currently accredited as satisfying
all the conditions to provide enterprise valuation services must submit an
application file for re-registration in accordance with these Regulations.
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Article 21. If any problems arise during implementation of these Regulations,
valuers and other related entities should promptly report them to the
Ministry of Finance for the latter's consideration and provision of
specific guidance.
APPENDIX
1
SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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APPLICATION FILE FOR
REGISTRATION TO PROVIDE ENTERPRISE VALUATION SERVICES
To: The Ministry of
Finance
1. Name of company
(organization)…………………………………………………………………………..
2. Address………………………………………………………………………………………………………..
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4. Form of enterprise (private, shareholding,
partnership, joint venture, or 100% foreign owned capital)
…………………………………………………………………………………………………………………….
5. Business registration certificate (or
investment licence) number………………………………………... dated……………………………………..
6. Number of years for which the
organization has already provided enterprise valuation services in
Vietnam (calculated from the date of lodging this application file) and the
number of clients for whom these services have been
provided……………………………………………………………………………
7. Number of years during which the
organization has provided financial consultancy, consultancy on conversion of
ownership, asset valuation, consultancy on listing, on registration
for trading, and provision of accounting and auditing services and
the number of clients for whom these services have been
provided………………………………………………………………………………………………
8. Charter capital
(equity)………………………………………………………………………………………….
9. Number of practising auditors who have
been registered with the Ministry of Finance………………….
10. Number of price
appraisers…………………………………………………………………..........................
11. Number of accountants to whom the
Ministry of Finance has issued accounting practising certificates
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12. Number of securities practising
staff to whom the Ministry of Finance has issued practising
certificates…………………………………………………………………………………………..................
13. Professional rules consistent with
the current regulations of law on conversion of State owned
enterprises into shareholding companies (enclosing a copy of the
rules)………………………………..
Company [name…………………] hereby applies for
registration to provide enterprise valuation services and assures that
both the company and its professional staff providing enterprise valuation
services satisfy all the standards and conditions stipulated in the
Regulations on selection and supervision of valuation consultancy
organizations issued with Decision 100-2007-QD-BTC of the Minister of
Finance dated 6 December 2007.
Company [name…………………] hereby undertakes
that the information provided in this application and the data enclosed are
truthful and correct, and if there is an error then the company shall be wholly
liable for it.
We sincerely request that the Ministry of
Finance consider and approve our application.
Dated…………………….
Company Director
(Signature and seal)
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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NAME OF VALUATION
ORGANIZATION:……………
REPORT ON FINANCIAL
INDICATORS
1. Charter
capital…………………………………………………………………………………………………..
2. Source of owner's capital
(equity)……………………………………………………………………………..
3. Total revenue, including details of
revenue from service provision activities…………………………….
4. Total
expenses…………………………………………………………………………………………………..
5. After tax
profit……………………………………………………………………………………………………
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Dated…………………….
Company Director
(Signature and seal)
APPENDIX
3
SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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NAME OF VALUATION
ORGANIZATION:………
LIST OF ENTERPRISES
FOR WHICH THE APPLICANT HAS PROVIDED SERVICES
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Name of client
Period or duration of performance of the
contract
Type of services provided namely
accounting, auditing, price appraisal, financial consultancy or consultancy
on conversion of enterprise ownership.
1.
Company A………..
2.
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3.
4.
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6.
7.
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8.
9.
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Dated…………………….
Company Director
(Signature and seal)
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APPENDIX
4
SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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NAME OF VALUATION
ORGANIZATION:……
LIST OF ENTERPRISES
FOR WHICH THERE HAS ALREADY BEEN A VALUATION AND AN INITIAL PUBLIC SHARE
AUCTION
No
Name of Enterprise
Date and place of
auction
Value of the
enterprise as provided by the valuer
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Value of the
enterprise pursuant to the decision of the State authority
Reason for
increasing or decreasing the value of the enterprise
Charter capital
Total no. of shares
Shares offered for
sale
Face value of
shares
Starting price or
proposed price [of shares]
Value of offering
price
Average auction
price
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Value of shares
sold
Difference between
the sold share value and the share starting price
1.
Company A………
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Company
B….……
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3.
Company
C…..……
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4.
Company
D…..……
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5.
Company
E……….
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6.
Company
F……….
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7.
Company
G……….
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8.
Company
H……….
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Company Director
(Signature and seal)