Chương 3 Nghị định 64/2002/NĐ-CP: Bán cổ phần và quản lý, sử dụng tiền thu từ bán phần vốn nhà nước tại doanh nghiệp cổ phần hoá

Chapter III

SALE OF SHARES AND MANAGEMENT AND USE OF THE PROCEEDS FROM THE SALE OF THE STATE CAPITAL PORTIONS AT EQUITIZED ENTERPRISES

Article 23.- Determination of the structure of the first-time shares

The structure of first-time shares of equitized enterprises shall be determined in the following order:

1. Retaining the number of the State’s shares in the enterprises where the State needs to hold shares.

2. Sparing shares for sale at preferential prices to the laborers in the enterprises under the provisions of Clauses 1 and 2, Article 27 of this Decree.

3. Sparing shares for sale at preferential prices to the raw-material producers and suppliers in the enterprises engaged in processing agricultural, forest and aquatic commodities under the provisions in Clause 1, Article 29 of this Decree.

4. Sparing at least 30% of the remaining shares (if any) for sale to the subjects outside the enterprises, with priority given to the investors that have potentials in technology, market, capital and/or managerial experiences.

Article 24.- Sale of first-time shares

1. Shares shall be publicly sold at the equitized enterprises or at intermediary financial institutions according to the first-time share structure already approved by competent agencies in the equitization plans, in which:

a/ The sale of shares and the implementation of the preferential policy on the prices of shares sold to the laborers in the enterprises, to the raw-material producers and suppliers shall be effected by the equitized enterprises;

b/ The sale of shares to the subjects outside the enterprises shall be effected through intermediary financial institutions selected by the agencies competent to decide on the enterprise equitization, and in the form of auction or issuance underwriting under the guidance of the Finance Ministry.

If the equitized enterprises have small numbers of shares sold externally, conditions for sale of shares through intermediary financial institutions are difficult or the costs of sale of shares are in excess of the permitted commission levels, the equitization-deciding agencies shall assign the enterprises to sell their shares to outsiders in the auctioning form.

2. The financial institutions which are selected to sell outside the equitized enterprises� first-time shares shall, within 30 days before effecting the sale, must publicly announce at the enterprises and on the mass media the time, place and form of sale, participation conditions, the estimated number of shares on sale, and other matters related to the sale.

3. The sale of shares to domestic and foreign investors shall be effected uniformly in the Vietnamese currency. Where shares are bought in foreign currencies, they must be converted into the Vietnam dong according to the Vietnamese State�s regulations on foreign exchange management.

The sale of shares at preferential prices to the producers and suppliers of raw materials for the enterprises engaged in processing agricultural, forest and aquatic products shall comply with the Prime Minister�s regulations.

Where the participants to the share auctions offer equal prices, those investors that have potentials in technologies, markets, capital and/or managerial experiences and the subjects that agree to convert debts into shares shall be given priority to buy shares. Foreign investors that do not have conditions to directly participate in the auctions may negotiate with the sellers on the buying prices of shares which, however, must not be lower than those applicable to the domestic investors, and must ensure the conditions prescribed in Clause 2, Article 4 and Article 5 of this Decree.

4. For the equitized enterprises with their financial situations meeting the conditions for listing on the securities market, their plans on the outside sale of shares must ensure the conditions for being listed on the securities market after they are transformed into joint-stock companies.

5. If, past 60 days after the date the decisions approving the equitization plans are issued, the number of shares planned to be sold within the enterprises has not yet been sold out (including the shares sold at preferential prices to the laborers in the enterprises, the raw-material producers and suppliers), the agencies competent to decide on the equitization shall decide to sell the remaining shares widely outside the enterprises.

If, past 30 days after the above-said measure has been taken, the shares have still not yet been sold out, the equitization-deciding agencies shall adjust the enterprises value as well as the plans on the sale of shares for transforming State enterprises into joint-stock companies.

Article 25.- Management and use of the proceeds from the sale of shares

1. The proceeds from the sale of the State capital portion at the equitized State enterprises, after the equitization costs have been deducted therefrom, shall be transferred into:

a/ The fund for support of the arrangement and equitization of central State enterprises, for cases of equitization of the entire enterprises or dependent units of independent enterprises which are directly attached to ministries, ministerial-level agencies and agencies attached to the Government.

b/ The fund for support of the arrangement and equitization of State enterprises of the provinces and centrally-run cities, for cases of equitization of the entire enterprises or of dependent units of independent enterprises which are directly attached to provinces or centrally-run cities;

c/ The fund for support of the arrangement and equitization of State enterprises of the State corporations, for cases of equitization of the corporations dependent units or of entire member enterprises practicing independent cost-accounting.

2. The proceeds from the sale of the State capital portion at the equitized enterprises shall be used in the following priority order:

a/ Supporting the enterprises in paying allowances to the laborers who terminate or lose their jobs at the time of equitization;

b/ Supporting the enterprises in paying allowances to the laborers who terminate or lose their jobs after they have been transferred from State enterprises to work at joint-stock companies under the provisions in Clause 6, Article 27 of this Decree;

c/ Supporting the enterprises in re-training redundant laborers at the time of equitization so as to arrange new jobs for them in the joint-stock companies;

d/ Investing in the equitized enterprises so as to ensure the proportion of the State’s dominant capital in the enterprises where the State must hold dominant shares;

e/ Providing capital support to the to be-equitized State enterprises which meet with difficulties in paying overdue debts and social insurance debts;

f/ Supporting the enterprises in paying their debts when the State sells these enterprises but the proceeds therefrom are not enough to pay such debts;

g/ Providing support capital to the State enterprises for investment in renewing technologies, raising their competitiveness and developing themselves.