The Decree 116/2015/nd-Cp: Modifying, Supplementing A Number Of Articles Of Decree No. 59/2010/nd-Cp On November 18, 2011 The Government Transferred 100% Of State Enterprises Into Joint-Stock Company

Original Language Title: Nghị định 116/2015/NĐ-CP: Sửa đổi, bổ sung một số điều của Nghị định số 59/2011/NĐ-CP ngày 18 tháng 7 năm 2011 của Chính phủ về chuyển doanh nghiệp 100% vốn nhà nước thành công ty cổ phần

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DECREE amending and supplementing a number of articles of Decree No. 59/2010/ND-CP on November 18, 2011 the Government transferred 100% of State enterprises into joint-stock company _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ based on Government Organization Law of 25 December 2001;
Pursuant to the law of securities on June 29, 2006;
Pursuant to the law of business on November 26, 2014;
Pursuant to the law of management, use of State capital investments in the production, business in the enterprise on November 26, 2014;
According to the recommendation of the Minister of finance, the Government issued decree amending and supplementing a number of articles of Decree No. 59/2010/ND-CP on November 18, 2011 the Government transferred 100% of State enterprises into joint stock companies.
Article 1. Amendments and supplements to some articles of the Decree No. 56/2010/ND-CP on November 18, 2011 the Government transferred 100% of State enterprises into joint stock companies as follows: 1. Item 2 article 12 be amended and supplemented as follows: "2. the competent authorities decide to stock option plans held equitization consultation under the provisions of the law. For corporations, the State Corporation and a number of enterprises operating in the special field (such as insurance, banking, telecommunications, coal, aviation, oil and gas, mining and rare), when making stock that equitization plan approved under the authority of the Prime Minister, the Minister of the Ministry of , The heads of ministerial agencies, government agencies, the Chairman of people's Committee of the province, the central cities of choice equitization advisory organizations (organizational options valuation consulting business, selecting construction consultant equitization plan) ".
2. Paragraph 1 article 17 be amended and supplemented as follows: "1. The reserves off inventory, losses on financial investments, debt provision and maintenance of products, commodities, construction and installation works; the difference in rates is used to offset the losses according to the current regulations, the remaining value on the State capital in joint-stock enterprises.
Particularly for preventive maintenance products, commodities, construction and installation works, from the time of the valuation of the business by the time officially transferred the company shares (for the signed contract, warranty period is still in force) Enterprise equitization are quoted according to the contract signed and retained at the company to make the product warranty , goods, construction works under the contract. Enterprise holdings to establish detailed for each product type, cargo, enclosed buildings records holdings. Time out of warranty products, goods, construction works if the deductions created this backup is not spent, the remaining balance is then responsible corporation must submit the support Fund and the arrangement of enterprise development in the period of 30 days from the date of expiry of the contract warranty.
Business case stock does not perform properly and timely filed, the businesses incur interest calculated at the interest rate by the State Bank of Vietnam announced at the time closest to the time of enterprises pay money into the Fund support organiser and business development for slow amount filed and time slowly filed; subjected to coercive measures specified in decision No. 21/2012/QD-TTg dated October 5, 2012 of the Government about issuing regulations and use the Fund support organiser and enterprise development ".
3. Item 2 article 21 be amended and supplemented as follows: "2. During 60 days from the time are registered certification first, Enterprise holdings business must complete financial reports at the time of registration, perform an audit of financial statements the proposal, the tax authorities, the tax inspection implemented settlement, determine the value of the State stake at the time officially transformed into joint stock companies and the existence of the financial need to continue processing ".
4. Paragraph 3 Article 22 be amended and supplemented as follows: "3. the competent authorities decide to plan stock option valuation advisory organizations perform consulting business valuation according to the principle: a) For tenders, valuation consultant worth not more than 3 billion, the Agency has jurisdiction to decide the equitization plan can select Select the specified form to choose the form of valuation advice on the list by the Ministry of Finance announced; the case found the need to organize the bidding then made tender according to the rules of the law of tenders.
b) for the package not subject to the provisions in point a above, the Agency has jurisdiction to decide the equitization plan decided to tender selected unit perform the prescribed valuation advice ".
5. A d clause 1 Article 33 be amended and supplemented as follows: "d) where long-term capital value of business holdings in other businesses in assessing, redefine the actual value is lower than the value recorded on the books of accounting shall be determined according to the actual value redefine."
6. Item 2 Article 33 be amended and supplemented as follows: "2. the equity value of the business shares in joint stock companies were listed, registration of transactions on the stock market is determined according to the closing price of the shares traded on the stock market at the time closest to the time of performing the business valuation. The case of the stock of the company was listed on the Upcom market without the transaction within 30 days before the time of organizing business valuation shall be determined according to the provisions in clause 5 article 1; Point a, point b, point c, paragraph 1 Article 33 of Decree 59/2010/ND-CP on November 18, 2011. As for the equity value in unlisted joint stock company, unregistered trading on the stock market shall be based results determined by the Agency, the Steering Committee reviewed business equitization process of the Agency have jurisdiction to decide the value of business decision ".
7. Point b Article 2, Clause 36 be amended and supplemented as follows: "b) shares sold to strategic investors and other investors.
Particularly for large scale enterprises in State capitals on 500 billion operations in those areas, specific occupations (such as insurance, banking, telecommunications, coal, aviation, oil and gas, mining and rare) and the parent company in the economic group The State Corporation, then the ratio of shares sale auction for investors due to the Prime Minister or agency is authorized by the prime consideration, specific decisions. "
8. Remove the specified in point b of paragraph 3 to article 36.
9. Point c Article 2, Clause 37 be amended and supplemented as follows: "the competent authorities) decided to approve privatization projects of decision choosing the transaction in securities or financial institutions hire intermediaries to make the auction. For corporations, the State Corporation and a number of enterprises operating in the special field (such as insurance, banking, telecommunications, coal, aviation, oil and gas, mining and rare) when making stock that equitization plan approved under the authority of the Prime Minister, the Minister of the Ministry of , The heads of ministerial agencies, government agencies, the Chairman of people's Committee of the central cities, the choice of stock exchange or rent an intermediate financial institution to make the auction ".
10. Add Paragraph 8 Article 48 as follows: "8. The enterprises privatization has to proceed with the necessary procedures under privatization schemes have been approved by the authorized but not yet achieved IPO during the 90 days of the approval decision equitization, the business was sold before the shares to employees , union organizations in enterprises with stock price by 60% of the starting price in the equitization plan has been approved by the authority.
The difference between the selling price for workers, for the Union (if any) than the face value of shares are deducted from the value of the State stake when settlement at the time of official business transformed into joint-stock companies ".
Article 2. Implementation 1. The Decree has effect as from November 11, 2015.
2. the repealed provisions in clause 2 article 1 of Decree 189/2013/ND-CP on November 20, 2013.
Article 3. Responsibility 1. The Minister of finance is responsible for monitoring the implementation check this Decree.
2. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities, Board member of the corporations, by the corporations, the Prime Minister decided to be responsible for the implementation of this Decree.