Decision 41/2015/qd-Ttg Dated: On The Sale Of Shares In Batches

Original Language Title: Quyết định 41/2015/QĐ-TTg: Về việc bán cổ phần theo lô

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A decision on the sale of shares in batches _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ based on Government Organization Law of 25 December 2001;
Pursuant to the law of management, use of State capital investments in the production, business in the enterprise on November 26, 2014;
Implementation of resolution No. 40/NQ-CP dated 1 June 2015 the Government regular government session in may 2015;
According to the recommendation of the Minister of finance the Prime Minister issued a decision on the sale of shares in batches.
Chapter I GENERAL PROVISIONS article 1. Scope this decision stipulated some content about macular degeneration state capital in unlisted joint stock companies or unregistered trade on stock market trading of unlisted public company held on the Hanoi securities trading (trading floor Upcom) by the Ministry of , ministerial-level agencies, government agencies (hereinafter referred to as the logical sectors), the people's committees of provinces and cities under central (hereinafter referred to as the provincial people's Committee), corporations, State Corporation, the company owned 100% by the State capital is representing the owner.
Article 2. The object to apply The following subjects in the subjects of application of this decision: 1. The business has and shares in an have to regress.
2. The owner of State capital in the company (including industry Manager, provincial people's Committee), the representative authorized under investment State stake in other enterprises (hereinafter referred to as the representative) when taken before the State capital in unlisted joint stock companies or have not registered on the Upcom trading transactions.
3. The Council of members of the economic group, Corporation or company, State Chairman of the company by the State holds 100% of the Charter capital, the authorized representative for the capital because of the economic group, the State Corporation, the company invests in other businesses when making flight of capital in the company not yet listed or have not registered on the transaction Upcom transactions.
4. economic corporations, State corporations, businesses have decided to transfer the right to represent the State capital owners after shares of the Investment Corporation and the State capital business not subject to application of this decision.
Article 3. Explanation of terms 1. "The sale of shares in batches" is the practice of selling shares in a joint stock company as defined in article 1 of this decision under the form of a public sale, intelligible to investors and each investor must register to purchase the full number of shares offered for sale in batches.
2. "deposit" is a deposit of previous investors to ensure the implementation of the right to buy the shares.
3. "IPO" is the first joint-stock offered for sale to the public.
4. "auction" is the auction no investor would buy the shares (due to investors violated the rules of the auction or the auction hit investors but not buy).
5. "competitive selling" is offered for sale without competitive investors would buy the shares (due to investors selling regulation breach competition or price hit investors but not to buy or the same investors pay equal prices).
Chapter II SPECIFIC PROVISIONS article 4. General principles 1. The sale of shares in batches made under the provisions of this decision and other relevant regulations for state capital flight operations on the principles of publicity, transparency and in accordance with the rules of organization and operation of the company has the capital of the State.
2. Sale of shares in batches to make the auction through stock trading on the basis of plans sold in batches are approved by the authority in accordance with article 5 of this decision, in which case sold shares in batches must have the following basic content: batch number of shares auctioned; the number of shares of each batch; starting price of the auction stock plots; investors criteria to join an auction; process in the case of failed auctions.
3. Investors bid to buy shares in batches according to the provisions in the decision not to make a public bid according to the provisions of the law on securities and the stock market.
4. Sale of shares in batches can be divided into several different plots for auction, depending on the number of shares and the market situation but each an auction just sold a batch of shares (the whole lot), the number of shares of a batch of not lower than 5% of the Charter capital of a joint stock company as defined in article 1 of this decision.
5. in case of sale specify (not via the stock exchange), made by decision of the Prime Minister.
6. Sale of shares to shareholders for the business strategy after the IPO in the following cases:-sale of shares to the strategic shareholders according to the equitization plan was approved within 12 months from when the business turned into a joint stock company shall follow the provisions in option holdings approved , or by decision of the competent authority approval equitization.
-Sale of shares to the strategic investor after 12 months from when the business turned into a joint stock company shall follow the provisions of capital flight.
-Sale of shares to the strategic shareholders under other schemes shall follow the decision of the Prime Minister.
Article 5. Authority approval to sell shares in batches industry Manager, provincial people's Committee decided to assess shares sold in batches at his company to do Rep after the owner of the opinion joined by the Ministry of finance, the Ministry of planning and investment; approval of capital flight in batches of the corporations, the State Corporation, when the company plans to recover capital in other enterprises.
Board member corporations, State Corporation, company or company President decided the sale of shares in batches at the company by themselves do represent the owner as specified and approved projects.
Private for sale-stock options under the State stake in the batch, the parent company of the economic group, State corporations after privatization, industry Manager, provincial people's Committee decided to sell after the approach of the opinion approved by the Prime Minister.
Article 6. The object and conditions of buying stock in batches 1. Investors bought shares in batches is the Organization, individuals and organizations, Vietnam foreign individuals. Investors in Australia and overseas are buying stock with unlimited amount. For the field, which trades the relevant laws and international treaties to which the Socialist Republic of Vietnam is a member of maximum rate regulation involved investments of a foreign investor shall follow the regulations.
2. engage investors buy shares in batches as the investors financial capacity; have committed to sticking with long-term business benefits; have the option to continue using the existing labor; business support to: expanding the market, financial capacity, corporate governance, transfer and application of new technologies, training of human resources; improve the efficiency of business operations and the competitiveness of the business.
3. Pursuant to the provisions in Paragraph 2 of this article, the representative building of the selection criteria involved investors buying shares in batches to the report owner to build plans to sell shares in batches the approval authority.
Article 7. Rights and obligations of the investors 1. Was the right to request documentation, related reports and is entitled to survey the situation of production and business operations of the business to decide to join the buying of shares in batches.
2. After completing the purchase of the shares and became shareholders of the enterprise, the investor is responsible for implementing the rights and obligations of shareholders under the provisions of the current law, the correct implementation of commitments to the stick of benefits and support business on principles consistent with the selection criteria involved investors buying shares. The case is not done properly the commitments lead to damage to the enterprise, the investor must make compensation according to the provisions of the current law.
Article 8. Determine the starting price and held an auction of shares in batches 1. Lot starting price of shares is determined by the starting price of a sale of shares (x) with the number of shares of a batch.
2. the starting price of a share is determined on the basis of the results of the Organization's evaluation function evaluation.
3. Pursuant to decision approval to sell shares in batches are approved by the competent authority and the auction rules shares in batches, representative agency owner, President of the Council members, the President directed the company representatives with the stock exchange building regulation sold shares in batches of each business , in which the duration of the disclosure of information to a minimum of 20 days from the date of publication.
4. Sale of shares in batches are made according to the regulations of stock auctions in batches defined in Paragraph 3 of this article.
Article 9. The order of sale of shares according to the plot of the sale of shares in batches made in accordance with Point c Paragraph 2 Article 39 Management Law, the use of State capital investments in manufacturing, business in the business, in particular: 1. The sale of shares in batches to make the auction as defined in article 4 of this decision. Investors paid the highest price of the auction as investors hit by auction. The case of the same investors pay a price equal to a batch of shares then made a competitive offer in the form of secret ballot between the investors pay the same price with the starting price is the price charged by each other and the investor pays the highest price as investors hit by auction.
The case made a competitive offer is not successful (due to the same investors pay equal prices) then made according to clause 2 of this.
2. where only one registered investors buy shares, sell non-competitive case success or case to be Prime allows the writing made sale of shares under the deal directly with investors.
The sale of shares in the form of a direct agreement with the investors must ensure the following regulations:-for the mother company-economic group: representative agency owner reported the prime consideration, decided to sell the deal to investors directly.

-For companies subject to the sale of shares in batches to be Prime allows the sale of shares in batches according to the method of direct agreements with investors.
-For the remaining business: represented the owner decided to sell the deal to investors directly. When the decision to sell the deal to investors directly, the Agency represents the owner must take responsibility before the law about her decision and must comply with the principle: the person who has the authority to decide the transfer which had decided to transfer to the business in which the wife, the husband father, father, mother, mother, offspring, daughter, son, son-in-law, brother, sister, brother-in-law, sister-in-law, brother-in-law, sister-in-law is the Manager of this business and not the decision to the individual who is in a relationship.
-For cases offered competing without success due to the investors pay the same price, the number of shares of a batch to be divided to sell to investors. The Authority decided to sell the shares for this case to follow the provisions in this paragraph.
3. in case the auction hit investors but refused to pay money to buy the shares not be refunded the deposit to buy the shares.
Article 10. Manage the money collected from the sale of shares in batches proceeds from sale of shares in batches at the company are treated as follows:-submission on the Foundation of enterprise development and arrangement for the sale of shares in batches at the company by the Ministry of industry management The provincial people's Committee, as the representative of the owner (after deducting reasonable costs related to the transfer).
-Proceeds from the sale of shares in batches at the company have capital of corporations, the State Corporation, the company owned 100% by the State capital after deducting the value of business investment, the cost of the transfer and implementation of tax obligations in accordance , the remaining amount is determined on the earnings of financial activity of the enterprise.
Article 11. Selection of building plans and capital costs of depression depression which bodies representing the owner of capital in joint-stock companies choose to hire consultants to build the organization plans on capital cost decision depression depression which and responsible before the law about his decision.
Chapter III IMPLEMENTATION article 12. The responsibility of the Ministry of finance 1. Directs the State Securities Commission issued regulation model for auction of shares in batches.
2. In coordination with the Ministry of industry managers, the provincial people's Committee promptly handle the problems arise or the authority to consider, decide if exceedingly competent.
Article 13. Responsibility of The management of the industry, the provincial people's Committee, Board member corporations, State or Corporation Chairman by the State company holds 100% of the Charter capital 1. Representative Director: a) approach build sold shares in batches (including selection criteria for investors buy according lot), the report approved by the authority.
b) in coordination with the securities trading center to build the stock auction regulations in batches.
c) in collaboration with the investors in the survey of the situation of production and business operations of the business.
d) implementation monitoring plans to sell shares in batches. The report represented the owner of the problems arising in the process of implementation to handle.
2. The decision to choose and hire the Organization has the function of valuation to determine the starting price of the sale of shares in batches; selection and hiring consultants to build world capital projects; the decision cost of capital flight.
3. check, monitoring the implementation of the scheme to sell stake in batches of enterprises belonging to the scope of regulatory management.
4. Consideration and processed under the authority or the authorized statements handle the obstacles in the process of implementing plans to sell shares in batches.
Article 14. Effect 1. This decision has the effect since the date of signing.
2. where the depression projects which had been approved prior to the time the decision has effect that need additional adjustment, to sell shares in batches then follow the provisions of this decision.
3. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities; Board member corporations, State or Corporation Chairman by the State company holds 100% of the Charter capital, the authorized representative for the capital because of the economic group, State corporations, companies and organizations and individuals concerned is responsible for the implementation of this decision.