IT ' S SMART

Manual restructure guide to business ownership conversion of 100%

State capital is not eligible for a digitization regulation.

59 /2011/NĐ-CP July 18, 2011The Government Go to business.

100% of state capital city n

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The National Enterprise Law Base 60 /2005/QH11 November 29, 2005;

Base of Protocol 118 /2008/NĐ-CP November 27, 2008, the Government provides for the function, duties, powers, and structure of the Ministry of Finance;

Base of Protocol 59 /2011/NĐ-CP July 18, 2011of the Government on the transfer of the business of 100% state capital to a holding company (then called the Digital Protocol) 59 /2011/NĐ-CP); Number Protocol 189 /2013/NĐ-CP November 20, 2013 of the Government amended, adds some of the provisions of the Digital Protocol 59 /2011/NĐ-CP (the following is called the Digital Protocol) 189 /2013/NĐ-CP);

On the recommendation of the Director of Corporate Finance;

The Minister of Finance issued a restructuring of the implementation of the restructuring to convert corporate ownership of 100% of state capital unqualified shares under the regulation of the number of Protocol. 59 /2011/NĐ-CP The 18/7/2011of the Government is as follows:

Chapter I

GENERAL REGULATION

What? 1. Range and subject applicable

1. The adjustment range: This information instructs the implementation of the restructuring operation through debt processing to convert 100% of the state capital into a holding company.

2. The subject of applying this Smart is the Vietnam Debt Purchase Company and businesses 100% of state capital after having been dealt with the financing and redefining the value of business by regulation at the Digital Protocol. 59 /2011/NĐ-CP And the digital decree. 189 /2013/NĐ-CP where the actual value of the business is lower than the payout payout of the business (the following is called the restructuring business).

What? 2. Explain the word

In this Information, some words are understood as follows:

1. "The restructuring method" is the financial processing and conversion method of 100% state capital of the subject of regulation at paragraph 2 Article 1.

2. "Debt purchase price" is the total cost of purchasing the debt to the point of reducing the liability liability, including: actual debt purchase price (+) reasonable charges, valid in relation to the purchase of debt.

3. "Reducing the obligation to repay debt" is a measure of partial liability for restructured businesses granted jurisdiction under the rule of law.

4. "creditors" is the organization, the individual has the right to collect.

5. "Restructuring to restructuring" is the creditowner of the restructuring business, and joins the process of restructuring the business to turn into the holding company.

6. Vietnam debt acquisition company is a limited liability company a member owned by the State, which is transformed from the Company's debt-to-debt acquisition and Asset Procurement (the latter is called the Debt Purchase Corporation).

What? 3. The principle of implementing the enterprise restructuring through debt processing to transform into the holding company.

1. Enterprise 100% of state capital makes restructuring to transform into a holding company as non-state businesses that need to hold 100% of the regulatory capital under the rule of law.

2. The restructuring method is carried out on the principle of consensus between the competent authorities approving the restructuring method, the restructuring enterprise with the Debt Purchase Company or the creditors participating in restructuring (establishing agreement between the parties). The debt-selling company is entitled to actively negotiate debt with creditors and propose a business restructuring of the business in accordance with the rule of law.

3. The debt-selling company only decides to buy debt to restructure the business 100% of state capital after the deal, united with the authority with authority to approve the restructuring/shareholding method and have the results of negotiating debt with the creditors of the business. Restructuring. The purchase of debt to restructure the business must ensure a viable, effective capital recovery, and enough arbiter between the value of the debt purchased at the expense of the debt book value to handle the financing, restructuring the business by regulation.

4. In addition to the regulatory content at this Smart, the restructuring business, the Debt Purchasing Company and the relevant entity-related agencies at the Numerical Decree. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP and the Department of Finance ' s Guide.

Chapter II

SPECIFIC REGULATION

What? 4. Business transfer process 100% of state capital into a holding company through restructuring

Enterprise restructuring process 100% of state capital to transform into a specific regulatory holding company at the Appendix accompanied by this Information, including the following basic steps:

1. Deploy enterprise transfer plan 100% of state capital into a holding company

a) The establishment of the Restructuring/restructuring board and the help of the work.

b) Preparing the records, documents.

c) The organization of inventory, processing of financial and organizational problems define the value of the business according to regulation at the Digital Protocol. 59 /2011/NĐ-CP And the digital decree. 189 /2013/NĐ-CP.

d) to decide whether the Company to purchase debt is restructured.

2. Build a regulatory restructuring plan.

3. The organization performs a restructuring method

4. Complete the business transfer of 100% state capital into a holding company.

a) Organization of the First General Assembly and Corporate Registration.

b) The organization of the decision, the table between the business and the holding company.

What? 5. Process Enterprise Finance Restructuring

1. Financial processing when determining enterprise value

The business restructured the financial processing when determining the value of the business by regulation at the Digital Protocol. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP and Communications of the Ministry of Finance

2. Financial processing under a restructuring method.

2.1. Financial Processing Principles:

a) The implementation of the financial processing of restructured business must be tied to the restructuring method that has been determined by the authority to determine approval.

b) Public reassurance, transparency and proper approval of the provisions of the law. In the case of organizations, individuals who are involved in the implementation of financial processing do not approve the correct regime, cause loss of capital, property, and the individual responsible for compensation and accountability by law.

2.2. Financial Processing Content

a) Reducing the obligation to repay the debt to the restructuring business:

The base of restructure has been approved by the authority.

-The debt-selling company decides to deduct a portion of the obligation to repay the debt to the restructure business. The decrease in the obligation to pay the maximum debt by the nearest financial report (which has been adjusted according to the results of determining the enterprise value) of the restructuring business has been audits by the independent audit organization except (-) go the reduced share. unless the obligation to pay the debt of other creditors (if any) and does not exceed the difference between the amount of debt book value purchased and the cost of the debt purchased at the time of the decision to reduce the liability obligation.

-Other creditors decide to reduce the obligation to repay the debt to the restructuring business under the agreement between the parties.

b) From the time of the value of the business to the time officially turned into a holding company, the restructuring business continues to process financial pursuits. In it:

-The profits are used to offset the number of accumulated losses (if any), the rest are handed over to the holding company to manage, use.

-The case of a loss is a business that restructures the cause, the responsibility of the collective, the relevant individual to have remedied, compensated compensation.

-At the time officially turned into a holding company, after clearing of the compensation (if any) that the restructuring business still has a loophole, the debt-selling Company is in coordination with the creditors participating in the review, implementing the reduction. the obligation to repay the debt to the maximum restructure business by the number of ramparts. In this case, the Debt Purchase Company performs a reduction in the obligation to repay the debt from the remaining arbiter (the value of the debt book value and the debt purchase price) after subtracing the arbiter that has processed at a 2.2 paragraph 2 Article 5.

What? 6. Sell shares first

1. Enterprise restructured the sequence, procedure, sale method and sale price for the first time by regulation at the Digital Protocol. 59 /2011/NĐ-CP and the Finance Ministry's Guide. In it, the share price for workers and trade unions in the restructuring business is no less than the prescribed share price.

2. The sale of debt and debt owners to restructure the business of the business is refunded into an equity contribution by the principle of agreement and approved by the authority to be approved in the restructuring method.

What? 7. Stock processing does not sell out

The restructuring business is responsible for implementing the number of shares that do not sell by regulation at the Digital Protocol. 59 /2011/NĐ-CP and the Finance Ministry's Guide. In it:

1. When making a public salute next to the agreement method for the number of shares that do not sell at auction, the Board of Equity/Restructuring the agency reports the authority to approve the review of the restructuring/shareholding review, the decision to sell shares. for investors who have competed in the auction and other investors in agreement with the price of no less than the lowest success price of the public auction. Where the auction is not successful (there is no registered investor or only 1 investor registered participants or investors who have joined the auction but refused to pay the purchase of the full amount of auction shares), the Board of Equity/Restructuring. The agency report has the authority to approve a review of the restructuring/shareholding review, deciding to adjust the starting price but not less than the denominates to sell the deal to investors.

2. The case still does n' t sell out then the Board of Equity/Restructuring Review, decides to welcome the sale to the Debt Purchase Company and its creditors by the principle of regulation at paragraph 2 Article 6 of this.

3. The case of the debt purchase company and the creditors still do not buy out the majority of the provisions for the regulation at the 2 Article 7 This is the Commodity Equity/Restructuring agency report that has the authority to approve the restructuring of the restructuring implementation. the charter capital to move the restructuring business into a holding company before the first shareholders ' organization.

What? 8. Policy for Excess Worker

1. Policy for the excess worker in the restructuring business implemented by the state's current regulation of the enterprise 100% state capital when it shares.

2. Cost of funds:

The budget of policy-solving for the amateur worker in the restructuring enterprise performs in principle: using the portion of the equity sold shares (the difference between the proceeds from the sale of shares and the total equity value sold) to pay for the worker. The excess of the surplus capital is not enough to pay for the excess worker to be added:

-The Fund for Arrangement Assistance and Development for Restructuring Business is: The parent company of the Economic Group, the state-owned Corporation; the LLC a member owned by the State of 100% of the charter capital of the ministries, the peer-based agency, the agency. It's the government, the Provincial People's Committee, the city.

-The corporate arrangements fund at the parent company of the Economic Group, the state-owned company; the parent company in the parent company organization-the subsidiary to the restructuring business are subsidiaries owned by the parent company that owns 100% of the charter capital. The lack of cases was added from the Foundation to support the arrangement and development of the business.

What? 9. Cost of corporate transformation restructuring into the holding company

The cost of converting the business restructuring to the holding company implementation by regulation at the Digital Protocol. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP and the Finance Ministry's Guide. In it, the source of the cost payment is the portion of the equity sales surplus (the difference between the proceeds from the sale of shares and the total equity value sold). The missing case is supplemated from the Corporate Arrangement Assistance And Development Assistance Fund, the business arrangement in accordance with the principle of regulation at paragraph 2 of this Article 8;

What? 10. Manage, use proceeds from semi-equity

The management, which uses proceeds from the sale of shares of the restructuring business made in accordance with the current regulation for the enterprise 100% of the state execution of the commodity shares. In it:

1. The entire proceeds from the sale of the shares after subtracing the total amount of shares sold were used to address the policy toward the surplus worker and the cost of the conversion of the business stipulated at Article 8, Article 9 of this Information. The remainder (if any) is processed by the rules of the existing law.

2. The restructuring business does not have to open a blockade account when performing a share sale.

3. After being granted a business registration certification to transform into a holding company, the restructuring business has a responsibility to decide the payments to the excess worker and the cost of conversion, the report Board of the Antiquities Board to report the agency. decide to restructure the approval, the Treasury Department to oversee.

Chapter III

THE ORGANIZATION.

What? 11. The responsibility of the Restructuring/Restructuring Board

The direction of the antiquities/restructuring committee performs the rights and responsibilities under the regulation at the Digital Protocol. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP and the relevant guidance texts in the process of transferring the business into restructuring into the holding company, in which:

1. Help the authority to have the authority to approve the direction of the shareholding/restructure of the direction and organization that performs the restructuring of the business restructuring into the holding company.

2. The authorities have the authority to approve the additional restructuring/restructuring of the Board component after the agreement with the Debt Purchase Company and the creditors on the restructuring method. The additional component of the Board of directors consists of the company representative of the debt-selling company, which represents the creditors participating in restructuring (if necessary).

3. The judge and the competent authorities decide to approve the regulatory/restructuring method by the regulation at this Smart.

4. Check, monitor the implementation of the correct regulatory restructuring method at this message and relevant instructions texts.

What? 12. Corporate Responsibility

1. Responsible for providing and calculating the integrity of information, documentation, facilitation to the Company to purchase debt and the creditors involved in the restructuring of the research, assessment of the state of the business prior to the construction of the restructuring method.

2. Coordinate with the Debt Purchase Company and the creditors that build the restructuring method, the agency has the authority to approve by regulation.

The business case 100% of state capital has not yet implemented financial processing and redefining the business value but according to the financial report audits at the nearest time has total assets lower than the debt paid, business 100% of state capital. The agency reports the authority to review, deal with the Debt Purchase Company to deploy the steps of the prescribed restructuring process at this Smart (if necessary).

3. The organization deploes the restructuring, management, use of proceeds from the sale of shares in accordance with the regulation at this Smart and relevant instructions texts. Where the damage is caused by the violation, not the correct implementation of the provisions at this Smart, the restructured business and the relevant individuals are responsible for compensated and handling responsibility under the rule of law.

4. End of the restructuring process, the business must decide the funding of support for excess labor and the cost of conversion, the report Board of the Competent Agency has the authority to decide on approval.

5. Perform other obligations, other responsibilities by regulation at the Digital Protocol. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP and the relevant instructions are relevant.

What? 13. The Company ' s Accountability

1. The agreement with the authority has the authority to approve the restructuring method and the restructuring business before deciding to buy debt from credit organizations and other creditors.

2. A cadet of staff participated in the Department of Antiquities Leadership and the Foundation for the deployment of the restructuring method.

3. Practice of financial processing under a restructuring method has been approved by the authorities, in accordance with the functions, duties, jurisdiction of the Company, and the provisions of the law.

4. Coordinate with the business in the process of organizing the implementation of the restructuring method. The case of a tough, entangled case report has the authority to review, solve.

5. Send a representative portion of the Company ' s contribution to the regulatory restructuring business.

6. Responde for the implementation of the regulations at this message and the relevant instructions.

What? 14. The responsibility of the authority with the authority to approve the restructuring/restructuring method

The authority has the authority to approve the methodology of shareholding/restructuring implementation of the prescribed rights and responsibilities at the Digital Protocol. 59 /2011/NĐ-CP and the relevant instructions text, in which:

1. Restructuring the business restructuring business with the Debt Purchase Corporation and the creditors to conduct the survey, evaluate the business realities before joining the restructuring.

2. Agreement with the Debt Purchase Corporation, the creditors on the business restructuring the business through the prescribed debt treatment at this Smart.

3. The decision to approve the value of the business and the regulatory restructuring method at this Smart, and the content that has made a deal with the Debt Purchase Corporation, the creditors are involved in restructuring.

4. Check out, monitor the Directorate for Restructuring/Restructuring and Enterprise in the deployment of the restructuring method.

5. Approval of the budget decision-making, the cost of corporate transformation and proceeds from the sale of shares, and then sent to the Ministry of Finance (Enterprise Finance) to oversee.

What? 15. The responsibility of the creditors engaged in restructuring

1. Coordinate with the business in the process of organizing the implementation of the restructuring method. Implementing financial processing for restructured business by commitment and restructuring methods have been approved by the authority.

2. A gesture of participation in the Board of Antiquities and the Organization for the deployment of the restructuring method (if necessary).

3. Send a representative portion of the capital that contributes to the restructuring business (if any) prescribed.

4. Responsible for the implementation of the regulations at this message and the relevant instructions.

What? 16. Terms of execution

1. This message came into effect from 10 February 2014. The agency has the authority to decide whether the shares/restructuring, restructuring business, and the Debt Purchase Company are responsible for the prescribed implementation at this Smart, and the documents are related to the Digital Protocol. 59 /2011/NĐ-CP And the digital decree. 189 /2013/NĐ-CP.

2. The restructuring businesses stipulated at Article 1 This message was given the authority to approve the restructure method prior to this time of passage of the approved implementation, continuing to follow the approved restructuring method.

3. In the course of execution if there is an entangrium, the offer reflects on the Ministry of Finance to study review, handling ./.