Chapter II
PRINCIPLES FOR DETERMINING THE VALUE OF AN ENTERPRISE, PREFERENCES FOR THE EQUITIZED ENTERPRISE AND LABORERS THEREOF
Article 11.- Principles for determining the value of an enterprise:
1. The actual value of an enterprise is the price of all available assets of such enterprise at the time of equitization, which is acceptable to both the share buyer and seller. The actual value of the State's capital at the enterprise is the actual value of the enterprise after deducting all its payable debts.
2. Factors for determining the actual value of the enterprise:
a/ Data recorded in the accounting books of the enterprise at the time of equitization;
b/ The actual value of assets of the enterprise, determined on the basis of the current status of quality, technical properties and use demand of the asset buyer and the market prices at the time of equitization.
3. The business advantage of the enterprise in terms of its geographical location and product prestige (if any). Such advantage is reflected through the ratio of profit against the average business capital over the last three years before the equitization. The value of this advantage shall, at maximum, represent 30% of the actual value of the enterprise.
Article 12.- When determining the actual value of the enterprise, it is not necessary to hire independent auditors. For enterprises that fail to comply with the provisions of the legislation on accounting and statistics, the agency that decides the enterprise's value shall consider the hiring of an independent auditing organization for determination of such enterprise's value. The expense for hiring auditors shall be accounted for in the equitization costs.
Article 13.- The equitized enterprise shall enjoy the following preferences:
1. Since the transformation of a State enterprise into a joint-stock company is a new form of investment, such enterprise shall be entitled to preferential treatment in accordance with the provisions of the Law on Domestic Investment Promotion (amended).
Enterprises that fail to meet conditions for enjoying preferential treatment in accordance with the Law on Domestic Investment Promotion shall be entitled to the 50% reduction of profit tax (enterprise income tax) for two consecutive years from the time it switches to operations under the Law on Companies.
2. To be exempt from the registration fee on the transfer of assets under the management and use of the equitized State enterprise to the ownership of the joint-stock company.
3. To be entitled to continue borrowing capital from State commercial banks, financial companies and other credit institutions according to the mechanism and at the interest rates applicable to State enterprises.
4. To be entitled to continue the export and import of goods under the current regulations applicable to State enterprises before equitization.
5. To be allowed, before equitization, to distribute the residue of its reward and welfare funds (in cash) to the working laborers (who shall not have to pay income tax thereon) for the purchase of shares.
To be entitled to maintain and develop the welfare fund in kind, the cultural works, clubs, clinics and sanitoria in order to ensure the welfare of the laborers in the joint-stock company. These assets shall be placed under the ownership of the labor collective and managed by the joint-stock company with the participation of the trade union organization.
6. The actual reasonable and necessary expenses for transforming State enterprises into joint-stock companies shall be deducted from the proceeds from the sale of shares which belong to the State's capital at the level prescribed by the Ministry of Finance.
In cases where the equitization is conducted in accordance with Clause 1, Article 7 of this Decree, the State's existing capital at the enterprise shall be used to cover the expenses.
Article 14.- The laborers in the equitized enterprise shall enjoy the following preferences:
1. To be sold by the State a number of shares at the preferential prices, depending on each person's working seniority. For each year of working for the State, a laborer is entitled to buy 10 shares at maximum (the value of one share is 100,000 VND) with the 30% price reduction, as compared with other subjects. The total value of preferential shares sold to the laborers shall not exceed 20% of the value of the State's capital at the enterprise. For enterprises with self-accrued capital representing 40% of their value, the total value of preferential shares sold to laborers must not exceed 30% of the value of the State's capital at such enterprises.
In cases where the equitization is conducted in accordance with Clause 1, Article 7 of this Decree, the value of preferences for laborers shall be deducted from the State's existing capital at the enterprise.
Laborers holding the above-said shares shall have the right to transfer and bequeath those shares and other rights of shareholders in accordance with the provisions of law and the Statute on organization and operation of joint-stock companies.
2. Poor laborers in the enterprise, who are entitled to buy shares at preferential prices may delay their payment for the first three years to enjoy dividends and pay in installments in ten years at maximum without bearing any interests. The number of shares bought with deferred payment by the poor laborers shall not exceed 20% of the total shares sold by the State at preferential prices as prescribed in Clause 1 of this Article. The holders of deferred-payment shares shall not be allowed to transfer the shares as long as they have not fully paid the State.
3. 12 months after the transformation of a State enterprise into a joint-stock company, if the laborers loose their jobs due to the re-organization of the enterprise's business operation and/or the renewal of its technologies, they shall be entitled to the policies as prescribed in the current regulations of the Government.
Tìm kiếm
Nghị định 44/1998/NĐ-CP (Bản Word)