Chương 6 Nghị định 59/2011/NĐ-CP chuyển doanh nghiệp 100% vốn nhà nước: Tổ chức thực hiện

Chapter VI

ORGANIZATION OF IMPLEMENTATION

Article 49. Powers and responsibilities in the organization of equitization

1. The Prime Minister:

a/ To approve equitization plans of enterprises specified in Article 2 of this Decree.

b/ To approve equitization plans of state economic groups and corporations and several enterprises operating in specific sectors (such as insurance, banking, telecommunications, aviation, coal mining, petroleum exploitation and exploitation of other rare and precious minerals); decide on agencies to act as ownership representatives for state capital portions in these enterprises.

c/ To authorize members’ councils of single-member limited liability companies, in which the State hold 100% charter capital and which are parent companies of special economic groups and corporations established under the Prime Minister’s decisions, to decide on disclosure of enterprise values or approval of equitization plans of their member enterprises. After making decisions, they shall report their decisions to the enterprise renewal and development steering committee and the Ministry of Finance for examination and supervision in order to assure their compliance with law.

2. Ministers, heads of ministerial-level agencies or government-attached agencies and provincial-level chairpersons of People’s Committees shall base themselves on plans on reorganization of enterprises with 100% state capital already approved by the Prime Minister:

a/ To set up enterprise equitization steering committees to assist them in equitization work under this Decree.

To set up an enterprise equitization steering committee to assist the Prime Minister in organizing the equitization of enterprises specified at Point b, Clause 1 of this Article.

b/ To instruct, supervise and monitor the process of equitization of units under their management regarding the contents specified in this Decree.

c/ To decide on disclosure of the enterprise value and submit to the Prime Minister for approval equitization plans of enterprises specified at Point b, Clause 1 of this Article.

d/ To decide on disclosure of the enterprise value and decide on equitization plans of these enterprises under their management, which are enclosed with the draft charters of joint-stock companies which have been elaborated in accordance with the Law on Enterprises and relevant laws.

e/ To take the initiative in applying other measures, such as enterprise assignment, sale, dissolution or bankruptcy, to enterprises which are on the list of to-be-equitized enterprises but fail to satisfy the specified conditions.

f/ To approve plans on restructuring and equitization of loss-making enterprises after reaching written agreement with the Vietnam Debt Trading Company and creditors of enterprises on enterprise restructuring plans under Clause 2, Article 3 of this Decree.

The time limit for approving plans on restructuring and equitization of loss-making enterprises under Clause 2, Article 3 of this Decree is 3 months after the disclosure of the enterprise value is decided.

g/ To coordinate with related agencies in approving financial settlement; equitization expense settlement; settlement of funds for supporting redundant laborers; and settlement of proceeds from equitization, and disclose the actual value of the state capital portion at the time joint-stock companies are granted first-time enterprise registration certificates;

h/ To settle problems, complaints and denunciations for equitized enterprises according to their competence under current laws.

i/ To propose to the Prime Minister for consideration and decision agencies to act as ownership representatives for state capital portions when equitizing single-member limited liability companies in which State holds 100% of charter capital and which are parent companies of state economic groups and corporations.

j/ For equitized enterprises with the ownership representative right of state capital portions to be transferred to the State Capital Investment Corporation, ministers, heads of ministerial-level agencies or government- attached agencies and chairpersons of provincial-level People’s Committees shall reach agreement with the State Capital Investment Corporation on the selection of representatives for state capital contributions to joint-stock companies and proceed with the handover of the ownership representative right of state capital portions in enterprises immediately after disclosing the actual value of the state capital portion at the time joint-stock companies are granted first-time enterprise registration certificates.

3. Members’ councils of single-member limited liability companies in which the State holds 100% of charter capital and which are parent companies of state economic groups and corporations specified at Point c, Clause 1 of this Article shall:

a/ Organize the implementation of equitization plans of enterprises in their groups or corporations according to the state enterprise reorganization scheme already approved by the Prime Minister.

b/ Set up enterprise equitization steering committees to assist them in equitization work under this Decree.

c/ Instruct, supervise and monitor the process of equitization of units under their management regarding the issues specified in this Decree.

d/ Direct member companies in handling financial matters under the provisions of Chapter II of this Decree, organize the valuation of enterprises, elaborate equitization plans and submit them to members’ councils for approval; implement the approved plans;

e/ Handle according to their competence financial problems of enterprises under their management.

f/ Decide on disclosure of enterprise values and approve equitization plans for member enterprises in their groups or corporations enclosed with the draft charters of joint-stock companies which are elaborated in accordance with relevant laws;

g/ Direct member units in coordinating with related agencies in making financial settlement; equitization expense settlement; settlement of funds for supporting redundant laborers; and settlement of proceeds from equitization, and disclose the actual value of the state capital portion at the time joint-stock companies are granted first-time enterprise registration certificates.

4. Powers, responsibilities and composition of enterprise equitization steering committees:

a/ An enterprise equitization steering committee has the following powers and responsibilities:

- To assist the agency competent to decide on equitization in directing and organizing the equitization of one or several enterprises under this Decree.

- To use a competent agency’s seal in performing its duties;

- To form a working team to carry out equitization work at enterprises;

- To report to the agency competent to decide on equitization for selection of the method of initial sale of shares;

- To direct the elaboration of the equitization plan and the first draft charter of the joint-stock company;

- To verify and submit to a competent agency for decision and disclosure the enterprise value and for decision and approval the equitization plan;

- To direct the equitized enterprise to cooperate with intermediary financial institutions in holding share auctions;

- To summarize and report to a competent agency on share auction results;

- To summarize and submit to a competent agency for decision adjustments to the equitization plan and for decision adjustments to the enterprise value after the enterprise is transformed into a joint-stock company;

- To examine, select, propose to and coordinate with competent agencies in appointing a representatives for the state capital portion in the equitized enterprise.

b/ The composition of enterprise equitization steering committees shall be decided by ministers, heads of ministerial-level agencies or government- attached agencies, chairpersons of provincial-level People’s Committees and members’ councils of parent companies of state economic groups or corporations or parent companies in parent company - affiliated company conglomerates.

For large enterprises with a state capital portion of over VND 500 billion each and operating in specific fields or sectors (insurance, banking, post and telecommunications, aviation, coal mining, petroleum exploitation and exploitation of other precious and rare minerals) and parent companies of state economic groups or corporations, enterprise equitization steering committees may have representatives of the Enterprise Renewal and Development Steering Committee and the Ministry of Finance as their members.

5. The trade union organization in an equitized enterprise shall coordinate with the enterprise equitization steering committee in:

a/ Conducting communication among and mobilization of cadres, employees and workers of the equitized enterprise to implement the State’s equitization policy.

b/ Participating in supervising the equitization process at the enterprise.

c/ Appointing representatives for the capital portion of the trade union to stand for election to the Board of Directors and the Control Board of the joint-stock company in accordance with law.

d/ Using funding sources of the trade union as provided by law to purchase preferred shares of the enterprise, participating in enterprise management in the capacity as shareholders and protecting the interests of employees of the enterprise in accordance with law.

Article 50. Reporting regime, supervision and monitoring

1. Ministers, heads of ministerial-level agencies or government-attached agencies, chairpersons of provincial-level People’s Committees and members’ councils of parent companies of economic groups or corporations shall promptly report to the Enterprise Renewal and Development Steering Committee and the Finance Ministry on equitization-related issues: results of settlement of financial problems, valuation results, decision on disclosure of the enterprise value and adjustment of the enterprise value, equitization plan, results of sale of shares, settlement of equitization expenses, settlement of the handover from enterprise with 100% state capital to joint-stock company, and violations of consultancy organizations in the process of equitization.

2. The Ministry of Finance shall inspect and supervise the observance of policies and laws on transformation of enterprises with 100% state capital into joint-stock companies under this Decree; and periodically review and report to the Prime Minister on the situation and results of enterprise equitization.

Article 51. Order of equitization

The equitization shall be carried out in the sequence of specific steps specified in the Appendix to this Decree, basically including:

1. Elaboration of an equitization plan

a/ Setting up an enterprise equitization steering committee and an assisting team.

b/ Preparing dossiers and documents.

c/ Organizing inventory, handling of financial matters and enterprise valuation.

d/ Deciding on and disclosing the enterprise value.

e/ Finalizing and submitting the equitization plan to a competent authority for approval.

2. Implementation of the equitization plan.

3. Completion of transformation of the enterprise with 100% state capital into a joint-stock company.

a/ Holding the first shareholders’ general meeting and making enterprise registration.

b/ Organizing the final settlement and handover between the enterprise with 100% state capital and the joint-stock company.