Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Circular shall provide the following instructions:
1. Restructuring companies ineligible for equitization as per clause 2 of Article 4 in the Government’s Decree No. 126/2017/ND-CP dated November 16, 2017, regarding the transformation of state enterprises and single-member limited liability companies of which 100% of charter capital is held by state enterprises into joint-stock companies (hereinafter referred to as Decree No. 126/2017/ND-CP); point b of clause 2 of Article 1 in the Government’s Decree No. 140/2020/ND-CP dated November 30, 2020, prescribing amendments and supplements to several Articles of the Government’s Decree No. 126/2017/ND-CP dated November 16, 2017, regarding the transformation of state enterprises and single-member limited liability companies of which 100% of charter capital is held by state enterprises into joint-stock companies; the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015, regarding investment of state capital in enterprises and management, use of capital and assets at enterprises and the Government's Decree No. 32/2018/ND-CP dated March 8, 2018, prescribing amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP (hereinafter referred to as Decree No. 140/2020/ND-CP), by means of debt management for transformation into joint-stock companies.
2. Disposing of blocks of shares and receivables of wholly state-owned enterprises having the functions of buying, selling and managing debts and assets as per clause 2 of Article 29a in the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of capital and assets at enterprises (hereinafter referred to as Decree No. 91/2015/ND-CP); point 13 of Article 1 in the Government's Decree No. 32/2018/ND-CP dated March 8, 2018, prescribing amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP (hereinafter referred to as Decree No. 32/2018/ND-CP); clause 16 of Article 2 in the Government’s Decree No. 140/2020/ND-CP and clause 2 of Article 23 in the Government’s Decree No. 129/2020/ND-CP dated October 27, 2020 on the functions, tasks and operating mode of Debt and Asset Trading Corporation (hereinafter referred to as Decree No. 129/2020/ND-CP).
Article 2. Subjects of application
1. Wholly state-owned enterprises having the functions of trading and managing debts and assets (hereinafter referred to as debt trading enterprises).
2. Enterprises falling into the following situation: After they have been financially treated and re-valued according to the Decree No. 126/2017/ND-CP and the Decree No. 140/2020/ND-CP, their actual corporate value is lower than their payables (hereinafter referred to as restructured enterprises).
3. Ministers; Ministry-level bodies; Governmental agencies; Commission for the Management of State Capital at Enterprises; People’s Committees of provinces and centrally-affiliated cities mandated by the Government to implement rights and responsibilities of representatives of state ownership interests towards enterprises that they decided to set up or are assigned to manage, and implement rights and responsibilities towards portion of state ownership interests in joint-stock companies, multiple-member limited liability companies (hereinafter referred to as owner’s representative agency).
4. Creditors participating in the restructuring process.
5. Joint stock companies having contributed capital and receivables of debt trading companies.
6. Auction organizations.
7. Investors participating in purchase of blocks of shares and receivables.
8. Other entities and persons involved in transfer of share blocks and receivables.
Article 3. Interpretation
1. “restructuring plan” refers to a plan of transformation of enterprises subject to regulations of clause 2 of Article 2 herein into joint stock companies, including the financial disposition plan through debt trades.
2. “debt purchase cost” refers to expenses incurred from purchase of a debt, including the purchase cost plus (+) other expenses associated with purchase of that debt.
3. “relief from debt repayment obligations” refers to the method of partial elimination of debt repayment obligations to the debtor as per laws and regulations.
4. “creditor” refers to a credit institution, economic organization, person or other entity performing civil transactions that has the right to claim debts.
5. “Restructuring creditor” refers to a creditor of a restructured enterprise that jointly participates in the corporate restructuring process for transformation into a joint stock company.
6. “Organization with valuation function” refers to an enterprise established and operating in Vietnam in accordance with law and granted a Certificate of eligibility to provide valuation services under law on pricing and valuation.
7. "Disposal/disposition of a block of shares and receivables" means the simultaneous transfer of a block of shares and receivables of a debt trading company at other enterprise according to the capital transfer methods specified in the Law on Management and Use of State Investments in Production and Business at enterprises (hereinafter referred to as Law No. 69/2014/QH13).
8. “Auction organization” may be a Stock Exchange, securities company, asset auction service center and asset auction company in accordance with law on asset auction.
9. "Unsuccessful competitive auction/offer" includes the following cases:
a) Upon expiry of the registration period, there is no investor registering to participate in the auction/competitive offering, or only 01 investor registering to participate in the auction/competitive offering;
b) After paying the deposit, by the end of the deadline for submission of the registration forms for participation in the auction/competitive offering, there is no investor submitting these registration forms;
c) No bidder bids at the competitive auction/offer, or the highest bid is still below the starting price;
d) All bidders with the same highest bid refuse to either buy or vote by secret ballot;
dd) The bidder makes the winning bid, but refuses to buy;
e) All bidders violate the provisions of the Regulations on auction/competitive offering.
Tìm kiếm
Thông tư 05/2022/TT-BTC (Bản Word)