IT ' S SMART

The direction of financial processing and valuation of enterprise value when implementing a business transfer of 100% of state capital into the prescribed equity firm at the Digital Protocol. 59 /2011/NĐ-CP 18 July 2011 by the Government

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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 (later abbreviated as the Digital Protocol) 59 /2011/NĐ-CP);

The Treasury Department instructs some of the financial handling issues and determines the business value to move the business 100% of state capital into the holding company as follows:

Chapter I

GENERAL REGULATION

What? 1. The applicable object and scope

This information applies to businesses that are subject to regulation of regulation at Article 2 of the Digital Protocol. 59 /2011/NĐ-CP (the following is a business equity) and within the process of implementing a business transfer of 100% state capital to a holding company (abbreviated as an enterprise stake).

What? 2. Some of the principles when performing business shares

1. When performing a parent company stake, the parent company owns 100% of the charter capital that must make the valuation of the business according to regulation. The timing of the business value of the subsidiary must coincide with the time determining the business value of the parent company.

2. The competent agency decided to implement the business stake, which decided to publish the business value, decided to approve the business equity methodology, which decided to approve the business restructuring approach, decided to approve the decision. Financial accounting, accounting of the cost of shares, the funding of the funding for the workers of the surplus, the amount of money collected from the stake and the publication of the actual value of the state capital at the time of the equity firm that was granted a business registration certificate. The first time in the first paragraph, paragraph 1, paragraph 2 Article 49 of the number. 59 /2011/NĐ-CP (the following is an agency that decides to share the business).

3. Before the implementation of the commodity, the equity business must perform inventory, financial processing, and redefine enterprise value, the value of the state capital at the business as defined by the existing law. The state does not grant additional capital to stake, including businesses according to the number decision. 14 /2011/QĐ-TTg The Prime Minister's April 4 March 2011 issue of criteria, categories, classification of state enterprises upon the implementation of a state-owned share of over 50% of the total stake.

4. After having been dealt with the financial and implementation of the business value that no longer state capital at the business or the value of a business reality is lower than the debt payable, the authority has the authority to decide whether to direct the business direction. In collaboration with the Vietnam Debt Purchase Company and the creditors of the business building the restructuring of the business to move the business into a holding company. In the case of a non-viable, non-effective restructuring approach, no other forms of arrangement are applicable in accordance with the rule of law.

5. The financial process of handling and determining the value of the business equity must ensure tight, public, transparent, non-loss of capital, property of the State. Organizations, individuals who are involved in performing financial processing and determining the value of the business do not approve of the regulatory regime, causing losses or loss of state property, the organization, which is responsible for administrative responsibility, and compensation. substance or search for criminal responsibility under the rule of law.

6. The results of determining the value of the share business, the actual value of the state capital have been approved by the authority as the basis for the investment business to determine the charter capital, the construction of the share of the shares and the first share sale, the organization. The Council of shareholders, continuing to handle the financial problems that persisted until the time officially turned into a holding company, decided to finance the process of rationalizing with the state and handing over to the holding company.

7. The person with authority under regulation at Article 49 Protocol 59 /2011/NĐ-CP The establishment of the Board of Business Antiquities Leadership to help organize the deployment of the shares in the regulatory regime. The board of antiquities was dissolved after the share business had completed the delivery to the holding company. Financial problems arise (if any) after the commodity equity business has officially turned into a holding company but is associated with the process of shareholding, the authority with the authority to decide whether business shares have the responsibility to continue handling it. Yeah.

The new Innovation and Enterprise Development Board and the Ministry of Finance for membership in the Board of the Commodity Commodity to have a large capital, business activity in the areas, the specialty industry by regulation at point b 4 Article 49 Decree. number 59 /2011/ND-CP, to help the Board to Enforce The business of Implementing The Board, which is directly the problem, the policy mechanism in the course of the implementation of the enterprise, when the authorities have the authority to handle and implement the functions. The other mission, according to the division of the Head of the Directorate of Enterprise.

8. Job steps and business transfer process 100% of state capital into the holding company implemented by the issued appendix with the Digital Protocol. 59 /2011/NĐ-CP The business equity case does not make a business transition under this process, according to the Prime Minister's decision.

What? 3. Explain words

Some of the words in this profile are understood as follows:

1. " Time to decide to share " It was the time that the agency had the authority to decide whether the business was enacted to implement the business of the business.

2. " The time of determining the value of the business shares " is a time of accounting for accounting, quarterly or year financial statements that are determined by the agency to make the choice in accordance with the method of defining enterprise value, namely:

a) The case that determines the value of the business equity in the asset method, the time of determining the value of the business is the time of the accounting of the accounting accounting for the first quarter or the closest year with the timing of the share decision.

b) The case that determines the value of the business under the cash flow method or other method then the timing of the value of the business is at the time of the course, setting up the nearest year's financial report at the time of the time of the share decision.

3. " Enterprise Value announced " It was the time that the agency had the authority to decide whether the business was enacted to publish the value of equity.

4. " The timing of the business shares shifted to the holding company. " is the time the holding company was transformed from the business equity business granted the stock corporate registration certificate for the first time.

Chapter II

FINANCIAL PROCESSING WHEN SHARES

Section I. ASSET CHECKS, PUBLIC DEBT PASSPORTS

Article 4. Inventory, asset classification

1. When receiving a decision to share the part of the agency with the authority to decide the shares, the business equity business is in charge of inventory, asset classification, capital resources and management funds, which use at the time of determining the value of the business. Oh, The organization helps the shareholding, business equity in coordination with the Consultated Organization (if any) perform inventory, classification of assets.

2. Set up the correct number, the quality and value of the existing assets due to the business being managed and used; cash check, the balance sheet for bank deposits; determine the property, the excess cash, the lack of accounting books, the specified analysis. The people who are concerned, the lack and responsibility of those involved, determine the extent of the law by law.

3. The listed property is classified according to the following groups:

a) Business assets have a need for use.

b) The assets do not need to be used, stagnate assets, pending assets.

c) The property forms from the source of reward funds, the welfare fund (if available).

d) Property hires, borrowing, supplies of goods receiving, receiving, receiving, receiving, receiving, receiving, receiving, receiving, receiving, assets, and other assets that are not business.

The property associated with the land is subject to a rearrangement, handling of facility facilities, soil under the Prime Minister's decision on rearrangement, home processing, state owned land.

Article 5. Passport, validation and classification of debt payout

The business shares the passport, validation and classification of the debt; set up the detailed table for each creditless, subject to the following regulation:

1. The debt must be obtained:

a) The passport, confirming the full amount of debts that must be obtained by every single customer, including:

-The debt must be undue and the debt must be overdue payment overdue.

-A clear analysis of debts that must be difficult to claim is the overdue payment of payment on the economic contract. Debt must be taken not to the deadline of payment but the economic organization (companies, private businesses, cooperunions, credit organizations) have been in bankruptcy or are doing the dissolution; the missing person, the fugitive, is being pursued by law authorities. In case, detention, trial, execution, or death.

The debt receivables are not able to recover enough that the proof is not recovered.

b) Runder the economic contracts to determine the payout paid to the supplier of the service goods but did the full payment of the advance paid to business costs such as: rent, land rent, purchase money, long-term insurance purchase, money, etc. Salary, wages ...

2. The debt must be paid to include loans, tax liabilities and payments to state budgets:

a) The contract base, the debt paper that sets up a table of debt sheets by creditless creditors; determines the tax liabilities and other state budgets; specific analysis of loans on contract (loans in water, foreign loans), loans, and loans. The loan, the loan, the loan, the loan, the loan, the loan, the debt, the debt, the debt, the debt, the debt, the debt paid, the debt paid, the debt paid, but not payable.

b) The debt must be paid but it is not paid as the debt that the owner owes to the business of the shares when it does the validation of the debt confirmation of the following cases:

-The debt of the already dissolved, bankrupt but does not identify the body or personal successor according to the dissolution method, the handling of the business bankruptcy property of the dissolved business, the bankruptcy of the competent authorities the decision to approve.

-The individual's debt is dead but doesn't identify the heir.

-The debt of other creditors has been overdue for years but creditors do not come to the reference, confirmed. In this case the business equity must have the text of the notification sent directly to the crediteholder or informed on the mass information media prior to the 5-day period of work.

Number 6. The passport, which confirms financial investments; the amounts are divided; the capital gains are divided.

The business equity industry, confirming a detailed account of the financial investments, the division of the business including: joint venture capital investments, links to businesses, organizations; equity contributions, capital gains, and capital gains. set up a limited liability company; the investment capital established a limited liability company a member owned by the equity business as the owner; the profit is divided from the operating capital investment activity (which already has the resolution of the Board of Directors, Council of City). ) but the fact has not received the money; the analysis of the results of profitable investment activities and loss-to-hole activity has not been processed;

Determining the number, the value of stock types (stocks, bonds etc.) purchased; the number of shares of the share of the shares of the shares was added without pay due to the holding company using the equity surplus, equity funds, and equity funds. profit after undistributed tax returns to increase the charter capital (increase the equity of the owner in the equity-funded holding company).

For joint venture capital gains, the business associate shares the joint venture contract base, which links the detailed table of detail tables that have contributed to the business equity and informs the capital that is known for its successor company. The contracts have been signed before or the contract liquorship.

Article 7. Inventory, reference, validation, asset classification and debt refunds as shares of state commercial banks

The inventory, evaluation, classification of assets is capital, property for financial leasing, and debts at the State Commercial Bank when the implementation of the commodity shares is done as follows:

1. The audit, which shows the deposit of the customer deposits, the deposit certificate (the vote, the vote, the bond) is as follows:

a) A detailed account of each paragraph on the accounting book.

b) The passport confirms the amount of deposit of the customer is the legal.

c) The savings deposit, the personal deposit, the deposit certificate may not make the reference to the customer, but the reference to the save card. For some specific cases (there are large deposits or differences between the amount of data on the accounting book with the card), the direct reference is made to the customer.

2. The property of the property is the credit balance (including the debt that is followed off the table) as follows:

a) A customer's credit profile base at the commercial bank to create a list of customers who owe credit to each customer's credit and credit balance, according to each credit contract.

b) The projection between the specified number of documents is on a credit profile with the accounting data on the commercial bank's accounting book; the payment of the debt credit to each customer for the customer's confirmation of the credit balance.

For customers who are personal, the case does not hold a passport with the customer, the commercial bank organizes the credit to the card.

c) The case with the difference of the data between the credit profile with the client's accounting and validation books, the commercial bank must clarify the arbiter and determine the responsibility of the organization, the individual relevant to handle the existing regulations. of the State.

3. Classification of debts that must obtain sufficient conditions that are handled in accordance with the guidelines of the State Bank of Vietnam.

4. For the financial lease assets: to make a deal with each customer, determine the amount of debt paid by each asset to the financial lease.

What? 8. Responsible in asset inventory, the passport validation of assets, money capital of categories to implement the business stake.

In the course of the asset inventory, the passport confirms the creditor, the capital amount if the removal reduces the value of the business and the state capital at the business equity business, the Director, Chief Accounting and the organizations, the individual involved in charge of the compensation. Returns to the state budget of the entire value of the property, the capital of which is left under the rule of law.

Section II. FINANCIAL PROCESSING BEFORE DEFINING ENTERPRISE VALUE AND AT THE TIME OF THE TRANSFER OF THE HOLDING COMPANY.

Article 9. Financial processing before defining enterprise value

1. Asset processing:

Based on inventory results, asset classification, asset processing business under regulation at Article 14 of the U.S. Census Protocol (2016). 59 /2011/ND-CP, In it:

a) For the inheritance property, the lack thereof, the analysis must clarify the cause and process as follows:

-The property lacks the responsibility of the organization, the individual to handle the material compensation under the current regulation; the value of assets lacking after the exclusion of the organization's compensation, the individual (if any), the business is calculated at the expense of the production of the business. Business.

-Property assets, if they do not identify the cause or do not find the owner, handle an increase in the actual value of the state capital.

b) For assets that do not need to be used, stagnate assets, pending assets:

-Business equity director is responsible for directing the organization liquoralizing, franchised the property. The liquoration, the franchise is made through a public auction by the state's current regulation.

-The revenues and expenses for the liquorship operation, the asset concession is accounted for by the income and the cost of the business.

-By the time the operation determines the value of the business, non-use assets, stagnate assets, pending liquoration assets, except for property cases that are not allowed to exclude regulation at paragraph 3 Article 14 Digital Protocol. 59 /2011/ND-CP, The authorities have the authority to decide whether to publish the value of the value of the enterprise, decide whether to exclude the value of the business and execute the transfer to the regulatory agencies at paragraph 2 Article 14 of the number 14 Protocol 59 /2011/NĐ-CP Specifically:

The Company buys Vietnam debt to handle the regulation of law on regulated businesses at Article 2 of the number of U.S. Census. 59 /2011/NĐ-CP.

The parent company of the Economic Group, the state-owned Corporation, the parent company in the parent company-company complex to handle regulations on the limited liability companies held by these businesses holds 100% of the charter capital.

c) The equity enterprise is not excluded from the value of the business that shares the assets that have been used by the business so that the mortgage is guaranteed to lend to loans, including businesses that do not have the need for use.

d) The assets are not allowed to exclude business equity in accordance with regulation at paragraph 3 Article 14 of the number of digits. 59 /2011/CP-NE.

Enterprise holdings in the process of rearranging, handling facilities, licensed facilities under the Prime Minister ' s regulation to handle the end of property ownership and the right to use the land of the business before the execution of the body. The value of the business to share.

For property attached to the non-governing land, the use of the business, the business that shares the base of the rearrangement, handles the facilities, the land has been granted jurisdiction under the regulation of the Prime Minister ' s handling of the termination point. the ownership of the property and the right to use the land of the business prior to the implementation of the enterprise value to share the goods.

e) The property is welfare work: kindergarten, kindergarten, pathology and other welfare assets are invested with a fund of welfare funds, reward funds; the staff housing, employees are invested with a fund of welfare funds and investments using budgetary funds. The state-level state is processed by regulation at paragraph 4 Article 14 of the number. 59 /2011/NĐ-CP.

g) For assets that are used in the production of business investment by the source of the Welfare Fund, the Equity Reward Fund is calculated into the value of the commodity equity and the holding company continues to use in the production of business.

2. The debt processing must be obtained:

The processing of the required debt of the business pursues to regulation at Article 15 Digital Protocol 59 /2011/ND-CP, In it:

2.1. The match results base confirms debt receivables, equity enterprises are responsible for recovering the debt when the deadline is due; the integration of the forex and the application of all measures to recover the debt receivables are likely to be revoked before the specified date. The value of business equity.

2.2. Receivables must be determined that the debt must be obtained without the ability to recover when there is sufficient evidence, namely:

a) The debt must be obtained from the original, there is a confirmation of the credituality of the creditless money as: the economic contract, the debt-loan contract, the contract liquour, the debt pledge, the receipt of public debt, and other objective documents proving the amount remaining. It's uncollected.

b) The accounting book, the evidence, the debt proof document that has not recovered to the time of the business debt processing time that the debt accounting is required on the business of the business.

c) The case for economic organization:

-The debunking has dissolved, bankrupt: The Court 's decision to declare an enterprise bankruptcy under the bankruptcy law or the decision of the authority of the authority on the body to the debt business, the dissolution of the self-dissolution, the unit' s announcement or confirmation. of the agency ' s decision to establish the unit, the organization.

-The creditor has ceased operations and is not able to afford: as the agency ' s confirmation of the decision to establish a business or to organize business registration in terms of the business, the organization has ceased operations without the ability to pay.

-For the debt receivable but the creditor has been given the authority to decide on the decision to abolish the debt by law; the amount of damages the authority granted the authority to accept due to the sale of the debt: is the agency ' s decision to be competent. Delete the debt

-For debts that have been raised over the three years that the creditables still exist but are not able to repay the debt, the business has adopted many solutions but failed to recover, the business has to give up the evidence as: The passport. It is debunking debt, debt-demanding, and public debt-making. The debt receivable to which the cost of the debt is greater than the value of the debt must be obtained.

d) Case for the individual:

-The death certificate (copy) or the local government ' s confirmation on the deceased is dead but there is no inheritance property to pay the debt.

-The local government's confirmation paper for the creditless is alive or missing but is not able to repay the debt.

-A warrant or confirmation of a law enforcement agency for the debunchperson who has fled or is being prosecuted, is on the execution or confirmation of the local government on whether or not the heir or heir is unable to repay the debt.

By the time of the firm ' s determination to determine the value of the business, debts had to obtain enough document records that were not able to recall by regulation (not to distinguish the debt that had been isolated and not to extract the bill), the business used its source. The debt room has to be difficult to compensate, and the gap is missing from the business production costs of the business.

2.3. Debts that do not have enough legal records prove that the creditless or untracable recall capacity is not excluded beyond the value of the business, the business must clarify the cause for processing as follows:

-For the debt that must be obtained without sufficient filing of the creditable debt, the business must determine the cause of the collective responsibility of the collective, the individual involved; the loss after the execution of the organization's compensation, the individual (if required). There was a business equity in the stock company to continue processing.

-The debt receivables receivables by default to prove that there is no possibility of recall, the stock business and the holding company later have the responsibility to continue to finalize the prescribed record and process under the existing law. Go.

2.4. The business is excluded from the value of the value of the business that shares debts that must obtain enough document records that are not able to recall by regulation.

Business equity is responsible for handing out non-commodity debt to the value of the stock enterprise (including hard debts that have been processed by a backup source for the next five years before the share of the shares) with a full profile, relevant documents for the regulatory agency at paragraph 2 Article 14 Digital Protocol 59 /2011/NĐ-CP.

The debt receivables are not likely to be revoked, but the creditable client is responsible for continuing to monitor and organize the recall.

In the time of the transaction, which has not officially turned into a holding company, the commodity equity firm still has the responsibility to continue to monitor and organize the recovery of debts that have been excluded from the value of the share business.

2.5. For the pre-paid business payments to the supplier of goods, services such as: home rent, land rent, long-term insurance purchases, purchasing money, public money has been factored into the cost of business, the business base of the purchase contract. merchandise, provision of services, debt convection to the cost of accounting (corresponding to the portion of the goods, services that have not been offered or the time of the lease) and the accounting increased the cost paid before determining the value of the equity enterprise.

3. The debt processing must pay the organizations, personally:

The result of a debt classification for debt classification, the business implementation of the debt treatment must be paid by regulation at Article 16 of the number 59 /2011/ND-CP, In it:

a) The debt must be paid but not payment when there is sufficient documentation and sufficient procedures for the default creditor at the point b 2 Article 5 This information is raised by the state capital increase in the equity business.

b) For tax liabilities and state budget receivables: business equity is responsible for filing full tax debts and obligations with the State Budget and sent a time tax decision-determination report that determines the value of the business with the state budget. according to the recommendation text to the tax authority directly administered to check, determine the amount of tax that is required to submit as specified. In the 30-day period since the date received the recommendation text of the commodity equity business, the tax authority that is responsible for the deployment of the handle on the inspection against the shares business is consistent with the time that the business value is approved. -No.

When it comes to determining the value of the business that has yet to complete a tax decision test, the commodity equity business is used as a set of established financial statements and the number of prescried tax metrics as a business value definition (including verification). The tax obligations and distribution obligations, but must be included in the Value of the Value of the Commodity Enterprise, which decides to publish the business value and in the business equity methodology, public publication of the unfinished business. Check out the tax decision when making a public sale of the share information to the investor.

Tax obligations on tax obligations to the State (if any) will be adjusted when a business-time financial report is granted a stock registration certification for the first time to hand over to the holding company.

c) For commercial bank loans and the Development Bank of Vietnam (collectively known as the loan bank), loans of organizations, other individuals business equity firms are responsible for mobilizing legal capital funds to pay off the debt to the bank of the country. before you determine the value of the business.

d) During financial processing before determining the value of the business if the equity business had difficulty with the ability to pay the overdue debts of the banks, or the business rusthole in coordination with the Loan Loan Loan Bank, the company said. as follows:

-Business equity employment, the filing of a review of the Bank for a review, the decision to balance the debt, the debt dilation, the elimination of interest rates by the law of the current law.

During a maximum of 20 working days since the date of receiving a business record, the loan bank has a notice of processing by writing for the business.

-In addition to debt-to-debt, debt dilation, repayment of interest rates, businesses in coordination with lending banks to handle the remaining over-overdue debt by the sale of debt to the Vietnam Debt Purchase Company at the price of a deal. Based on the purchase agreement, sale of debt, equity businesses are in charge of debt to the debt acquisition company; at the same time, in collaboration with the Vietnam Debt Purchase Company, a restructuring of the body's restructuring of the agency's financial processing, the deal. It ' s a deal with the Vietnam Debt Purchase Company, which is about the business of switching businesses into a holding company.

-Agreement with loan banks to transfer debt into equity. The transfer of the debt to equity contributes to the result of the successful auction of the loan bank or by the lowest successful auction. Where the loan bank is selected as a strategic investor, the transfer of debt into shares is determined at the price specified at the point, paragraph 3 Article 6 of the number. 59 /2011/NĐ-CP.

-The handling of the debt transfer must be paid by the organizations, the individual lender (not the Bank) to the equity contribution made under the current regulation at 1 Article 16 Digital Protocol. 59 /2011/NĐ-CP.

For foreign loans (bail and no bail) has been overdue, businesses and conservatives have to negotiate with the creditor to have the treatment under the rule of law on loan management and pay off foreign loans.

e) For social insurance debt, employee workers ' debt, the business is in charge of clearing the point before turning into a holding company to ensure the right to the worker. For the loss of the cost of the employer, the military officer, the defense officer (the pension plan) at the Department of Defense, is part of the Department of Defense, if it comes to the cost of making the money in the cost of the business. It ' s a financial accounting firm that shares business shares to the holding company.

4. Dlosses, holes or interest

The handling of the reserves, the bank ' s risk-to-hedge fund, the insurance business of insurance, the arbitrate differential, the Financial Reserve Fund and the profits, the loss of the business, the equity-equity business is now stipulated at Article 17 of the number. 59 /2011/NĐ-CP.

Where equity enterprises have a loss due to the difference in price difference, the business of the shares reported the cause of the rate at a rate where the agency decided to share it for each of the specific cases.

The case of business equity after having dealt with valuation losses at the time of the valuation of the business in which the equity business still has the deposits of credit organizations (including the Development Bank of Vietnam). The business equity business is responsible for the procedure, the filing offer with the Loan Bank to review the handling of the debt debt according to the State ' s current regulatory regulation of debt processing.

The company ' s lucrative interest rates after use to offset (if any) follow the regulation of the Enterprise Income Tax Act, which offset the losses on assets that do not need to be used, pending liquing, rebate of property, debt is unlikely to recall, the rest. delivery under the current regulation before determining the value of the business. At the time the value of the business value does not coincide with the time of the financial reporting of the year, the merger of the funds of the business is in accordance with the provisions of this Article 2 Article 10.

5. Capital long-term investment in other businesses such as joint venture capital, link; equity contribution; capital to establish a limited liability company and other forms of long-term investment are processed by regulation at Article 18 No. 1. 59 /2011/NĐ-CP.

Where the non-successor enterprise has long-term investments in other businesses that resell to partner or other investors by law, the share business must report, have the tax authority ' s confirmation of the results. and tax obligations on the transfer of capital as the basis to determine the value of the business.

6. Commendation Fund and Welfare Fund:

The balance balance of the Commendation Fund, the Welfare Fund after having offset the overspending overspending to the worker (if any) is used to divide the worker who is working at the time of determining the business value according to the number of years of business at the business. The shares.

The business director in coordination with the union organization at the business equity firm, built the project and decided the distribution of balances by money and the portion of the value corresponding to the value of assets invested with the source of the reward fund, the Welfare Fund. The holding company continues to use in the production of business for the worker. The amount is divided from the Welfare Fund, the Commendation Fund and the list of workers who enjoy the decision of the business to be publicly informed so that the worker knows.

The business case has spent too much of a reward fund, the Welfare Fund, the business that has to check the organization's responsibility, the individual decides the reward fund, the Welfare Fund, but without the source and processing as follows:

-For a direct spent to the worker named on a regular list at the time of the decision to stake and spend the members of the Board members, the company's executive order is not deductible to the state capital portion of the business. The corporate director in coordination with the corporate union organization handled by revoking or converting into debt must be obtained so that the holding company later continues to process.

-For the overspending of the Reward Fund, the Welfare Fund does not specify the object to recover (as the cost to the worker who has retired from work, departs before the time of the cervical decision) then the antiquities Board reported that the agency's decision to determine the value of the business as to the debt receivables is not likely to be revoked.

7. Executive Management Board

The balance balance of the Executive Board of Directors, the business reports owners to reward the subject by regulation: Board of membership, Corporate Chairman (for the company that does not have a Member Council), the company ' s Board of Directors before the confirmation. The value of the business.

8. Businesses form the Science and Science Development Foundation of the business, when implementing the balance of the balance of funds being transferred to the holding company. The holding company is responsible for management, using the Regulation Fund at Digital Information. 15 /2011/TT-BTC February 9, 2011, of the Ministry of Finance.

9. The balance of funds that support the business arrangements at the equity business (if any) is dealt with the state capital increase accounting in the business under Article 20 of the number 59 /2011/NĐ-CP.

What? 10. Financial processing of the time business shares officially turned into a holding company.

1. The base that decides to publish the business value of the competent authority, the shareholding business is responsible for regulating the figures in the accounting book by the value of the business that has been published. Implementing asset transfer and debt receivable debt into the business value for the regulatory agencies at paragraph 2 Article 14 The number of transactions. 59 /2011/NĐ-CP in the 30-day period after the decision to publish the business value of the competent organ.

2. In the period from the time of determining the business value to the time of officially turning into the holding company, the commodity equity continues to process the existing financial-based existence at Article 21 Digital Protocol. 59 /2011/NĐ-CP and set up financial statements at the time of the official move into the holding company. In it:

2.1. For fixed asset investment, construction investment is unfinished when determining the value of the business, but by the time it ' s officially turned into a corporation that completes investment and is determined by the authority to approve the decision if there is a difference. Compared to the time that the value of the business was adjusted, the decision was approved.

2.2. Determining the rate of fixed asset depreciation is the depreciation level that has been determined by the asset depreciation method that the business equity registered with the tax authority prior to the implementation of the value of the business.

2.3. The distribution of corporate profits makes a current regulation on the LLC a member owned by the State.

The timing case of the value of the business and the time officially turned into the holding company did not coincide with the time of the financial reporting of the year so failed to make a business rating as a base to extract the funds of the business. An equity shareholder, the implementation of the Executive Management Board, and the two reward funds, the welfare fund at these times in the following principle:

-Based on the business classification results of the year before the year of implementing the value of the equity enterprise.

-Business-based revenue based on the regulation regime is used to extract funds to distribute the funds of the business.

-If the timing of the business value to the time that officially turned into a holding company was less than 12 months, the tax rate was the same as the regulation of the profit distribution regime; if from the time of the value of the enterprise to the point of time. It was officially turned into a holding company for less than 12 months, and the tax rate was quoted by a margin of profit-based distribution of 12, multiplied by the number of months from the time that the value of the business was determined by the time it turned into an ancient company. Part.

2.4. The commodity equity is responsible for extracts the full-employment pension fund in accordance with the state-defined state regime for use of subsidized pay for excess labour during the course of the stock; when the official financial report turned into a full time. The company shares it if the balance increases the income of the shares business.

3. In the 30-day period since the date received the first equity business registration certificate, the Directorate of the Index of the Index of Instructions For Help, The Stock Business must complete the establishment of financial statements at the time of the certificate granted. registered a business equity firm, which performs financial reporting audits; recommended with the priority tax authority to conduct tax decision testing and budgetary payments; redefining state capital value at the time of the official transition to the capital. the holding company; the implementation of the decision-making reports: the proceeds of the shares, the payments to the surplus worker, the cost of the shares.

When the timing of the business valuation was the year before, the official time to turn into a holding company was the following year to set up a financial report of the period, not separate two reports at the time of December 31/12 and at the official time. It ' s transformed into a holding company. The financial statements must send the agencies, the unit according to the provisions of the accounting regime.

Financial statements have been audalized, the records that determine the course of the shareholding process (the proceeds of the shares, the payments to the surplus worker, the cost of shares) and the relevant document of the business is sent to the agency to decide the business of the business and the relevant agency to coordinate the test, process the existing finances and implement the financial reporting approval, approve the equity process decision. Business.

a) When a financial report is set to hand over from the equity business to the holding company, the business makes a revaluation of financial investments, securities investments (if any) identified in the value of the share of the equity; if the total value is changed. Financial investments, equity investments falling compared to the already determined value in the value of the business were announced and the accounting on accounting books, the commodity equity was extracted in the bill of rebate of financial investments, investment and investment. Accounting and accounting at the expense of the current regulations.

In the case of a total value of financial investments, increased stock investment, the increase in value compared to the value determined in the value of the business was announced and the accounting of the accounting, the business was invested in increased income.

b) For the profit divided from capital investment activity (there is a resolution of the Board of Directors, Council of Members), in fact that the time of the transfer to the holding company, the equity business has not yet obtained the money that is used to increase capital capital. In the other business, the official financial report shifted to the holding company to increase the actual value of the state capital at the business of the shares, and to make the proceeds of an equity stake in the holding company.

When dealing with a transaction from the state company to a holding company, the value of capital investment from the above interest is the investment value of the holding company in other business.

c) For the share of the stock business shares is received without paying, when the financial reporting of the time shifted to the corporate equity firm based on the number of shares received and the transaction price in the manual at paragraph 8 Article 17. This is in order to increase the actual value of the state capital at the share business.

When the transaction's decision from the state company to the holding company shares this stock is transferred under the ownership of the holding company.

d) A time case from the expiration of the investor paying shares to the time the company was granted a business registration certificate that lasted for three months, the business was charged with the cost of paying for investors in principle:

-Only interest from the fourth month onwards on the total denominates of the share number purchased. For the share of workers buying shares of discount shares, if the share price is preferable under the denominates it is only charged on the amount of money paid.

-The pay rate does not exceed the same short-term loan interest rate by the commercial bank where the equity business is opening up the account at the time of interest.

-The amount of interest paid to the investment business investor is invested in the cost of the business production but must ensure that no more than the amount paid by the regulation and the equity business is not lost when the financial report is set to hand over to the business. It's a holding company.

Since the date received the suggested text of the equity business to before the prescribed period must be made to approve the financial statements to hand over, the tax agency is responsible for prioritiing the deployment of the executive officer to check tax decisions and other matters. The sum of the budget was consistent with the time that the equity business moved to the holding company.

In case the prescribed time must proceed to approve the financial statements to make the table that has yet to complete a tax decision test, the commodity equity business is used as an established financial report and the tax figures have been prescribable to do. The basis of the delivery to the holding company. The holding company is responsible for inherits and paying all the taxes and the payments to the other state budget on the table.

After officially turning into a holding company if the losses are not conducted, the tax decision is not conducted under the provisions of the order at 3 Article 52. 59 /2011/NĐ-CP.

4. In the 30-day period since the date of receiving the financial report of the business has been audalized, the tax decision report (if any) the authority has the authority to decide whether the business is responsible in coordination with the relevant agency. audits, which handles the financial existence of the business and enacted the decision to approve the financial decision, decide the amount of proceeds from the stake, the cost of the cost of the shares, the funding of the funding for the amateur worker, and the public decision. The real value of the state capital at the time the business equity was officially turned into a holding company as a base for the middle of the year. Business and equity enterprises.

Business-based businesses approved by the Prime Minister of the Government were approved by the Government of the Government, the director of the industry for approval of the financial reporting and accounting reports: the proceeds of the shares, the payments to the workers of the public, The cost of the shares.

The Council of the parent company of the Economic Group; the special company led by the Prime Minister decided to establish the approval of the approval of the financial reporting decision and the proceeds of the proceeds of the proceeds, pay the regime to the worker. The balance, the cost of equity of the business, was decided by the Prime Minister to publish the value of the business, which decided to approve the equation of antiquities.

The Director and the Chief Enterprise accountant, responsible for the establishment and signing of the financial report, reported the valuation of state capital at the time of the transfer to the holding company, which reported the proceeds of the proceeds of the shares, the payment of the regime. The cost of labor, the cost of the shares, and the responsibility of the integrity, the exact nature of the report.

The board of the holding company (new) has the responsibility to facilitate the leadership of the shares of the shares of the task and sign, marking the identification of the signature of the holdings in the business of the shares in the financial statements and related decisions. I mean, it's important to the ancient process.

In the case of the Director, the Shareholder Business Accountant has not completed the above work and the business of the shares has not yet completed the delivery to the holding company, which has not been moved to work or quit.

5. The difference between the actual value of the state capital at the time the business equity shifted to the holding company with the actual value of the state capital at the time of determining the value of the business under regulation at paragraph 3 Article 21. of the Digital Protocol 59 /2011/NĐ-CP The case of deflation differential births (including the cause of a lost business) must clarify the cause of the objective, subjective before processing, in which:

5.1. The deflation gap caused by the objective cause is the losses caused by natural disasters, the enemy, because the state changes the policy or the volatility of the international market and other unimpediable causes, but the equity business is not inherently negative. At the time of the transfer to the holding company, the agency has the authority to decide whether the stock market is reviewed through the General Assembly regulating the scale, the equity structure of the holding company.

In the case of a deflated spread that led to the value of state capital at the business of the time it turned to the negative stock company, the business reported that the authorities had the authority to decide how to consider the use of the use. Proceeds from the sale of the shares (after having paid the allowance for surplus workers and stock costs) and insurance compensation (if any) to compensate; after the compensation that the state capital value was still negative and the stock business was granted a license. The company 's first equity firm registry, the Board of Directors convenes the extraordinary shareholders' Congress to vote for the loss of the hole and maintain its own business. Business operations.

5.2. The remaining capital reduction cases are determined to be the prescribed subjective cause at a point b paragraph 4 Article 21 of the numerical decree. 59 /2011/NĐ-CP The agency decided to share the unselection and conduct of the responsible individuals involved in the loss of the loss-loss business that represented the part of the state equity in the holding company.

What? 11. Table between the share business and the holding company

The base decided to approve the financial decision; the amount of money collected from the stake; the cost of the cost of the stake; the funding of the funding for the workers of the surplus; and the decision to publish the actual value of the state capital at the time of the business. Formalized shares officially transformed into the holding company of the business equity decision agency, the Directorate of the antiquities of the Commodity Industry, which regulates the accounting of accounting books, set records, and organizes a trading post between the ancient business. The hardware and the holding company. The completion time of the transaction is no more than 30 days from the date of the financial decision-making approval of the time business shares moved to the holding company.

The holding company is using the entire property (tangible, intanable) of capital that has received a hand to organize production, business; inheritance of all rights, obligations, responsibilities of the business equity that has been handed over and has rights, other obligations under the rules. The law.

The obligations and responsibilities of the business shareholding business are determined to add after the decision, the delivery to the holding company is not part of the holding company's responsibility. The case is due to a lack of communication, which led to the holding company not responsible for inherits the debt liability obligation of the shares, the Director, the Chief Accounting Officer of the Stock Enterprise and the organizations, the individual involved fully in charge. It's a debt payment.

After a 60-year period from the date of the signing of the Table, the Company must complete records of property, land, and send to regulatory authorities prescribed to make the transfer of management, using assets from the business that shares the ownership of the property. of the holding company; the implementation of the land, paying the use of the land, granting or granting a certificate of the use of the land by regulation in the Law of Land and the written guidelines of the Law of the Land.

1. The share business delivery profile to the holding company includes:

-The profile determines the business value and decides to publish the value of the business.

-Financial reporting at the time officially turned into an auditor and approved equity firm.

-The decision to determine the value of the state capital at the time of the transfer to the holding company shares the authority.

-The transaction of the property, the capital was established at the time of the exchange (which has a table of details of the debt of debt to the holding company that continues to inherit, and the existing finances need to continue processing-if any).

-Reports of the labor situation and the land use of the business.

2. Table composition:

-Representative, peer-to-peer agency or Provincial People's Committee, Central City and Finance Representative (in case of the economic corporation's stake, the Corporation, the parent company).

-Representative of the Economic Group, Corporate Corporation, parent Company (which is the case that shares the corporate business membership of the Economic Group, the Corporation, the subsidiary), the Director, the Corporate Secretary of the Stock Enterprise represents the transaction.

-Chairman of the Board of Directors, Director, Chief Accounting Officer and representative of the holding company corporation representing the recipient.

-The representative of the investment firm and the state-owned capital business for the business equity enterprises are subject to the state capital ownership transfer of the state capital to the investment firm and the state-owned capital business.

3. The table editor must have full signatures of the table component and must be clear:

-The property, the capital, the labor at the time of the delivery.

-The rights and obligations of the holding company continue to inherit.

-There's a stake in the holding company.

Chapter III

DEFINE THE VALUE OF THE SHARE ENTERPRISE

SECTION I. THE ORGANIZATION DETERMINES THE BUSINESS VALUE

Article 12. Consulting Enterprise Value

1. Business equity has a total asset value according to accounting books from 30 billion or more or more state capital value according to accounting books from 10 billion or more to the lease of organizations with a valuation function that determines the value of the business in accordance with the rules. Define at Article 22 of the number. 59 /2011/NĐ-CP.

2. Organization with valuation functions are audits, securities companies, securities appraisers in the country and abroad (then abbreviated as a pricing consultant) when registering a consulting service that determines the value of the equity enterprise in the country. chemo, there must be sufficient conditions in paragraph 5 Article 22 of the number. 59 /2011/NĐ-CP and in the list of eligible enterprises that implement the price appraisal function annually by the Ministry of Finance.

3. A list of value-priced consulting organizations announced, the agency decides to share the selection of the valuation organization and is responsible for its selection.

In the case of two registered valuation organizations that participate in the valuation of the valuation consultancy that determines the value of the business, the agency decides to implement the intention to make the choice for the organization to choose the valuation organization.

4. The base decides to choose the valuation organization of the equity decision agency, the Corporate Director of the Equity Equity Contracting, with a valuation advisory organization. The consulting contract determines the value of the business that needs to demonstrate the full responsibility of the share business and the responsibility of the organization and the following:

a) The valuation method that the consulting organization uses to determine the value of the business.

b) Time completed: a maximum of no more than 60 days on the calendar since the date is provided with full information relating to the determination of the business value of the Enterprise Corporation, the Corporation, the parent company; no more than 30 days for the remaining subjects. Again.

The case of a large and highly specialized equity (multiple leads, complex financial processing ...) has to extend the time it has to be approved by the agency's approval agency.

c) The responsibility of the equity enterprise: business equity is responsible for the implementation of the work that is relevant to valuation such as: inventory, asset classification, financial processing, business production methods, and documentation. are relevant and accountable to the law of accuracy, the legalization of the documents provided.

d) The responsibility of the pricing advisory organization: the organization of valuation consultants with the responsibility of selecting the appropriate enterprise value for valuation, implementing the right regulations that determine the value of the business; interpret the price cases well. The asset-redefining property is lower than the value of the property on accounting and other problems related to determining the value of the business at the request of the authority of the competent authority; completion of the deadline under contract signed; responsible for the value of the property. The results determine the value of the business.

In case the outcome of a business value does not guarantee the correct regulation of the State, the official decision-making agency has the written statement of denial of the service fee, and is considered excluded from the list of eligible organizations. I'm going to be a consultant. If damage to the State is required, the law is required to pay compensation by law.

) Cost of valuation and payment, decision-making:

Valuation advisory costs by the business of the shares and the consulting organization are agreed upon by the results of the bid. In the absence of a bid, the Board of Directing Shares of Commerce with the Expenditure Valuation and the agency determines the decision to share the decision. The cost of the shares of the shares is made by regulation at the Digital Information 196 /2011/TT-BTC December 26, 2011 of the Ministry of Finance.

Payment of valuation consulting costs: When a decision is made to publish a business value, the equity business performs payment by 80% of the value of the record in the contract. When a decision is made to approve the equation of shares, the business shares payment of the money remaining on the contract for the valuation organization.

5. During the implementation of the capitalization method, the valuation organization is responsible for coordinating with the business to process the content that is relevant to the valuation.

6. Enterprise equity is not subject to the lease of the prescribed valuation organization at paragraph 1 Article 22 Digital Protocol 59 /2011/NĐ-CP then the business self-identifies the business value and reports the authority to determine the value of the business. This business case hires the valuation firm that determines the value of the business, the self-selecting enterprise chooses to hold a valuation advisory without having to hold the bidding. Other regulations for the valuation organization and the business of the shares in the implementation of a valuation advisory valuation determine the value of the business according to regulation at this.

What? 13. Methods of applying to determine enterprise value

The valuation organization determines the value of the business:

1. Property method: is the method of determining the value of the business on the basis of the actual value of the entire tangible asset, the invisible of the business at the time of determining the value of the business.

The base to determine the business value according to the method of assets under regulation at Article 30 Digital Protocol 59 /2011/NĐ-CP include:

-Financial reports, the number according to the business ' s accounting book at the time of the valuation of the business.

-Document inventory, classification and assessment of the asset quality of the business at the time of the valuation of the business.

-The market price of the property at the time of the pricing organization.

-The value of the right to use the land is delivered, the value of land rent redefined in the event that the business has paid once for both the land lease and the business advantages value of the business.

2. The discounted cash flow method is the method of defining the enterprise value on the basis of the business ' s ability to produce the business in the future, not dependent on the asset value of the business.

The base to determine the value of the business according to the discounted cash flow method at Article 35 Digital Protocol 59 /2011/NĐ-CP include:

-The financial report of the business for the next five years, before the time of determining the value of the business.

-The production of manufacturing, business of the business in 03 to 05 years after the transformation of the holding company.

-Government bond rates term for 5 years at the closest point, before the implementation of the organization to determine the value of the business and the cash flow discount coefficient of the business.

-The value of the right to use the land is delivered, which is worth the amount of land rent redefined in the event that the business has paid once for both the lease period.

3. The valuation organization is selected by other methods (in addition to the two methods above) to determine the value of the business. Other methods must ensure scientific availability, the right reflection of the value of the business, which is internationally applicable and easily understood to apply in the calculation of enterprise value.

What? 14. State audit for the commodity equity business

For the object-dependent business of the subject must perform state audit by regulation at Article 27 Digital Protocol. 59 /2011/ND-CP:

1. The base decided to approve the arrangement, innovation enterprise has been approved by the Prime Minister, the agency that decides to stake the business to send a list of time notice (roadmap) to implement the shares of businesses to the Agency for Control. The State Auditor for the State Auditor has a program, an audit plan that determines the business value of the valuation organization and handles financial boards before officially announced the value of the equity enterprise.

2. After the organization of the valuation consultancy finalised the results of determining the value of the business according to the regulation, the agency decided to have a written share of the State Audit agency with a profile that determines the value of the equity enterprise to the inspection agency. The state auditor makes an audit of the results that determine the business value of the valuation organization.

The Board of Antiquities Board, the commodity enterprise and the organization of the valuation consultancy are responsible for providing documents and processes that are related to financial processing, determining the enterprise value of the valuation organization under the factor of the Audit. The state.

3. In the 15-day period since the date of the recommended recipient of the authority to decide the value of the equity business, the State Audit Agency has the responsibility to organize the implementation of the audit of valuation outcomes and handling business finance. shares. The completion time, the publication of the audit results for no more than 60 days from the date of audit conduct. State audit is responsible for accounting results by law.

The case must extend the results of the results audit determining the business value of the regulatory advisory organization under the regulation at Article 27 of the number. 59 /2011/NĐ-CP then the State Auditor Agency has the authority to send the competent authority to publish the business value to coordinate the processing of the time of publication of the business in accordance with the provisions of Article 15 of this Information.

4. The implementation of the results audit determines the corporate value of the state Audit agency 's valuation against the parent Company of the Economic Group, the state-owned corporation and other businesses (including the limited liability company, the company' s parent company). It is owned by the equity business as the owner of the government.

What? 15. Industrial Value Annuation

1. The consulting organization defines the business value along with the equity-based business that defines the value of the business, including:

a) The financial reporting of the established equity enterprise at the time of the valuation of the business.

Business equity is responsible for performing annual financial reporting audits according to the state-defined state regime for use when determining the value of the business. When the time case determines the value of the business that does not coincide with the time of the financial reporting year, the business is used to report quarterly financial statements or financial statements at the time of the valuation of the business (prescribed not to control). accounting) to determine the business value by the decision of the agency to decide the business of the business.

b) The results of the results of asset classification and processing exist on the finances of the business.

c) The official definition of the enterprise value (Form 1 in appendix 1, 1a, 2, 2a accompanied by this Information).

d) The detailed profile copy of the proposed entangled problems is handled when determining the value of the business.

p) Other necessary documents by regulation at Article 30, Article 35 of the Digital Protocol 59 /2011/NĐ-CP of the Government (depending on the application of various methods when determining the value of the business).

2. The decision to publish business value

The decision to publish the value of the commodity value of the competent agency must be appointed by the Enterprise Commodity Equity Board for the procedure, procedure, compliance with the provisions of the law on determining the value of the business according to regulation at Article 2. 24 Numerical Decree 59 /2011/NĐ-CP.

a) For the established equity enterprises when determining the value of the non-property business must carry out the prescribed audit at 1 Article 27 Digital Protocol 59 /2011/ND-CP, in time no more than 10 days from the date of receiving the report of the Partial Shareholder instructions and the filing of the value of the business value, the competent authority to decide the value of the business to issue a decision to publish the value of the equity business.

b) For the established equity enterprises when determining the value of the business of the property must perform the audit under regulation at paragraph 1 Article 27 Digital Protocol 59 /2011/NĐ-CP In a time of no more than 10 days from the date of receiving the audit results of the State Audit, the antiquities Board must report the agency's decision to determine the value of the business, if unified with the outcome of state audit, is not too much time. Ten days from the date of receiving the report of the Board of Antiquities, the agency decided the business value of the company to issue a decision to publish the value of the shares business.

The case of a competent organ that determines the value of the shares business does not agree with the State Audit results, the exchange organization to unify or report the Prime Minister review, the decision before the publication of the value of the business. By authority.

3. The time of publication of the value of the agency ' s shareholding business has the authority to ensure the timing of the maximum business value is no more than 6 months for the case of determining the business value according to the asset method and no more than 9 months. for the defining case of enterprise value in the discounted cash flow method and other methods.

The case is too long to publish the value of the stock business, the agency decides to share the review, the decision to extend the business value time but must ensure the principle of corporate value publication and the employment of the business. The sale of the first part of the business shares the timing of the value of the value of the business no more than 12 months except for specific cases by the Prime Minister's decision.

4. For Economic Corporation, State Corporation and Corporate Operations in the field of Special Enemies such as: insurance, banking, telecom, aviation, coal mining, oil, gas, and other rare mining, as the Prime Minister decided to approve. The department of antiquities, the antiquities Board, sent out the report and records of the business value of the Department of Management, the People's Committee of the Provinces, the Central City of the Central Committee to decide whether to publish the business value, and then send the Treasury to the Ministry of Finance. It's the surveillance.

5. Board members LLC a member held by the State to hold 100% of the charter capital is the parent company of the Economic Group; the special company led by the Prime Minister decided to form the Prime Minister authorized by the Prime Minister. announced the value of the business, deciding to approve the method of holding the shares of its member businesses. After the decision, the Council of members of the Economic Group, the General Corporation specifically reported the Innovation Board and Development of the Central Business and the Ministry of Finance to inspect, oversee the correct assurance of law.

The model decided to publish the value of the business according to Annex 04 with this message.

What? 16. adjust the business value

1. The share business must adjust the value of the announced business under regulation at Article 26 of the number. 59 /2011/NĐ-CP.

2. The responsibility of the antiquities business and the competent agency determines the shares when adjusting the value of the business:

a) The case because of the objective cause which affects the value of the business, the equity business must actively organize the inventory, determine the extent of the loss and promptly report by writing to the competent authority to decide the shares to review, decide to correct the value of the business.

In the 15-day period since the date of receiving the report of the equity firm, the agency has the authority to decide whether the shares are responsible for testing, redefining the value of the equity enterprise and directing the Equity Instructions to coordinate with it. Business reregulates the equation of shares.

b) The case after 12 months from the time of the business value that the business has not performed the sale of the shares, the agency decision-making body must require a business to suspend the deployment of the approved equity method, which is clarified. the cause, the handling of responsibility for the collective and individual involved. At the same time directing the organization for the organization to implement the deployment redefining enterprise value and adjust the equation of shares (if necessary), the cost for redefining the enterprise value and regulating the antichemical method (after subtracing the investments). The compensation of the relevant individual is subtracted from the proceeds from the business stake.

Section II. DEFINE THE VALUE OF ENTERPRISE VALUE UNDER THE ASSET METHOD

Article 17. The actual value of the business shares

1. The value of the business according to accounting books is the total asset value expressed in the Enterprise ' s Balance Sheet.

2. The actual value of the commodity equity is the value of the entire existing asset of the business at the time of the shareholding which is calculated to the student ' s ability to give the life the buyer, the share seller is acceptable.

3. The actual value of the commodity equity business does not include the incalculable to the business value to share the person with the authority to decide the value of the business considering the decision and be held accountable to the law on its decision. I ' m in regulation at Article 29 of the number. 59 /2011/NĐ-CP.

4. The actual value of the equity enterprise includes the value of the land use by regulation at Article 31 and the value of business advantages under the regulation at Article 32 of the Digital Protocol. 59 /2011/NĐ-CP.

5. For financial institutions, credit when determining the business value according to the asset method used the financial reporting audit results to determine capital capital assets, the debt payout but must perform the inventory, which reviews the financial assets of the property. Fixed, long-term investments, unfinished costs associated with the cost of compensation, the release, the levy, and the value of land-based use of the land.

Article 18. Define the actual value of the assets of the business

The actual value of the property is determined by the Vietnamese. The property of the foreign currency was traded to Vietnam according to the average exchange rate on the bank foreign currency market announced by the State Bank at the time of the value of the business.

1. For property is an object:

1.1. Reevaluate the assets the holding company continues to use.

1.2. The actual value of the property by (=) The value of the market price at the time of the organizational valuation (x) The remaining quality of the asset at the time of valuation.

In it:

a) The market price is:

-The new asset prices are the same types that are buying, selling on the market including the cost of installation (if available). If the property is not available on the market, the property price is calculated according to the new purchase price of the property equivalent, the same production water, which has the same capacity or comparable feature. The absence of an equivalent property is calculated at the value of the property that is written on the accounting book.

-The basic building price, the investment yield provided by the competent authority at the closest point to the valuation time for the property is the basic building product. The specified case is calculated by the value of the book, which adds a sliding element in basic construction.

For the newly completed construction investment works for 3 years prior to the determination of corporate value: the use of the value of the work of the work was approved by the authority. In a separate case, the work has not yet been approved by the authority but entered into use as a result of the value written on the accounting book.

b) The quality of the property is determined by the percentage of the quality of the asset and the new type of procurement or new construction investment, in accordance with the state regulations on safety conditions in use, operating the property; ensuring the quality of the product. Manufacturing; environmental hygiene in the direction of the Department of Engineering's Department of Engineering. Without the state regulation, the quality of the property is a device machine, which is reassessed no less than 20% less than the quality of the property and the new procurement type; of the plant, the architecture is 30% less than the quality of the plant. of the property of the same type of new construction investment.

1.3. Fixed assets have depreciated sufficient capital; labor tools, management tools have allocated all value to business costs but the holding company continues to use reassessment to calculate enterprise value in the principle of no less than 20% price. The property, the tools, the new equipment.

1.4. For the industrialised equity business, the rubber tree garden, when determining the value of the stock enterprise, the value of a rubber tree garden is determined by the regulation at No. 132 /2011/TT-BTC September 28, 2011 of the Ministry of Finance.

2. The property with a cash deposit of cash, deposits and price documents (votes, bonds, etc.) of the business is defined as follows:

a) Cash is determined by the receipt of the fund.

b) The deposit is determined by the balance that the specified balance is to the bank where the business opens the account.

c) The price papers are determined at the price of trading on the market. If there is no transaction, then determine the value of that paper.

3. The debt must be calculated at the value of the business determined by the actual balance on the accounting book and after the treatment is processed as stipulated at paragraph 2 Article 9 of this.

4. The unfinished cost of business production, basic construction investment, the unfinished cost associated with compensation, the closing, the levy, and the value of land use determined by the fact that the accounting was on the accounting books.

5. Value of bookkeeping assets, short-term and long-term funds determined by the actual balance on the accounting book have been confirmed.

6. The value of intanable assets (if any) is determined by the value remaining on the accounting book.

7. Business advantages value

The value of business advantages in the value of the value of the shares in accordance with the regulation at Article 32 of the number of Protocol 59 /2011/NĐ-CP including the brand value, the development potential is defined as follows:

a) The value of business interest in the value of the commodity equity is the brand value defined on the basis of the actual costs for the construction and protection of the brand, the commercial name during the operation of the business ahead of the time. determining enterprise value (including enterprise establishment costs, employee training costs, advertising costs arise prior to the establishment of a business, advertising costs, domestic and foreign propaganda to promote, product introduction, gender, and more. The company; we built the site ...

b) The value of business interest in the value of the commodity equity is the development potential of the business being evaluated on the basis of profitability of the business in the future when comparing the business margins of the business to the left interest rate. The government votes are as follows:

Enterprise Business Value Value

=

The value of state capital by accounting book at the time of valuation

x

The post-tax profit margins on equity capital 3 years before the time of determining the value of the business

-

The interest rate of Government bonds has a five-year term announced by the Treasury Department at the closest time at the time of corporate value determination.

In it:

-The actual value of state capital by accounting book at the time of valuation (the time of determining the value of the business) is determined by the value of the business according to the accounting book (which is the total asset value expressed in the business balance sheet). I mean, at one Article 17 of this, except that the debts must be paid by the accounting book at the time of the valuation.

-Property equity is determined to include the balance: The investment capital of the owner-account 411; Development Investment Fund-Account 414 and the Basic Building Investment Capital-account 441 by Decision No. 1. 15 /2006/QĐ-BTC April 20, 2006 of the Minister of Finance for the Board of Enterprise Accounting. The identification of the equity of the business shares is that the credit organizations follow the guidelines of the State Bank of Vietnam.

-The following tax return rate is as follows:

The post-tax profit margins on equity capital 3 years before the time of determining the value of the business	=	Profit after an average 3-year tax rate at the time of the valuation of the business	x	100%
		The equity follows the next 3-year average accounting book before the time of determining the value of the business

8. The long-term investment capital value of the business at other businesses is determined by regulation at Article 33 Digital Protocol. 59 /2011/NĐ-CP In there.

-When determining the equity value of other businesses to determine the long-term investment capital value of the business equity stake in other business (not the holding company) is excluded from the undistributed profit (if any) used to extract the value of the value. to create reward funds, benefits, executive rewards funds, profit margin for capital membership (under the resolution of a member council of the other business).

-The portion of the profits is divided from other businesses to the commodity-commodity business, the business-commodity equity of accounting in the business production results of the business.

-The case of capitalized business has short-term investments (investments with a period of less than one year) in another business, which determines the short-term investment value of the established equity business as for long-term investments. No,

9. Value of Land Use

The determination of the value of land use to account for the value of the business is done by regulation at Article 31 Digital Protocol 59 /2011/ND-CP, In it:

9.1. Prior to the implementation of the enterprise value, the commodity equity was responsible for the construction of the use of the agency land, the decision to implement. The business of using the land of the business must ensure consistent compliance with the regulation of rearrangement, house processing, land at the discretion of the Prime Minister and must be sent to the Provincial People ' s Committee, the Central Municipal City on the site before the decision. implement the value of the business value. The business was chosen to form a land lease or land on the provisions of the Land Law.

Business equity is responsible for sending the proposed public with a licensed land use method, the land-related document filing to the local Finance Department where the land-based business shares the land that is in use. In the 30-day period of work since the date of receiving enough records, the Finance Department coordinated with the Department, the relevant sector that determines the land price to calculate the amount of land use of the Provincial People ' s Committee, the city to decide or have an official opinion on the area. The business land will continue to use after the commodity and land prices as a base to determine the value of the business.

9.2. The business case that chooses the form of land delivery is the determination of the value of land use to calculate the value of the business performed as follows:

a) For the areas of the industrialised equity that are making the lease of land now shifting to the form of land that has the money to use the country's land budget, the value of the land to the value of the land to the value of the equity value.

Land prices to determine the value of land use on the value of the commodity equity are made in accordance with the regulation at a paragraph 2 Article 31 digital decree 59 /2011/NĐ-CP.

In the case of the Provincial People's Committee, the Central City of China has no official opinion on the land price specified at the point of a paragraph 2 Article 31 Decree No. 59 /2011/NĐ-CP The agency has the authority to decide whether the value of the business equity is used by the Provincial People's Committee, the central city of the Central Committee, at the closest point by the law of the land to determine the value of land rights. calculation of the value of the equity value; at the same time, the competent authority to decide the method of shareholding must direct the business of public publication in the method of equity and publish information upon the implementation of the first share sale to investors. known about the ownership of the stock market and land prices applied to temporarily value the use of the land into the value of the share business.

When the land of the land, the Provincial People's Committee, the Central City of the Central Committee, implorated the official obligation to pay the use of land by means of the transfer fee, with the transfer price of the land used by the use of the land. At the time of the land. Business equity is responsible for filing a state budget of all of this money (including the disparity at a value price-if any) to be granted a certificate of land use by the existing law of the land.

The land price case applies to determining the value of land use into the value of an equity enterprise when it is made to determine the value of the business that has been passed by the Provincial People ' s Committee, the Central City of Central City with an opinion transfer price. use of actual land on the market in normal conditions, then when the holding company is granted the authority to decide the land and the business as the procedure of issuing a license to the use of the land by the provisions of the Land Law and the manual text. Land Law enforcement, the holding company must pay the use of land according to land prices that have applied to calculate the use of land on the value of business. Commodity holdings (not the price of land value at the time price for the business).

b) For the land area of industrialized equity enterprises and have paid the use of land for the state budget or to receive the transfer of the legal land from the organization, the individual (paid for the transfer of the transfer, completed). or has not completed a grade procedure, the licensing of land use certificates), including the land area that has delivered, received the transfer of the business to build houses for sale or leasing hotel business, business trade business; building structures downstream. The floor for the transfer or the lease is to redefine the value of the land at the expense of the land at the expense of two Articles 31. 59 /2011/ND-CP, If there ' s an increase in the value that ' s on the accounting book, it ' s going to calculate the value of equity and increase the state capital at the commodity equity.

c) The case of business equity is delivered to house construction, infrastructure to transfer or lease holders to make a transfer of an area of high-rise housing to another agency as a headquarters or business, the value of the property rights to the value of the land. The business is only for the area of the home, the infrastructure used by the equity business (which is the fixed asset of the stock business) is defined as follows:

Property rights value to the value of the business

=

Land rights value delivered

-

The value of the power to use the allocation land for the transfer area

The value of the use of the land allocated to the area of the transfer house is determined on the basis of the sale price of each floor or by the number of the kernel kernel (x) with the home area of each object used as follows:

The allocation coefficient is determined by the ratio between the building land area and the total home area of the used objects.

In the basement of the basement, 50% of the basement area is added to the total area of the objects used to calculate the allocation.

d) The case of business equity is given land to implement a home construction project to sell or lease hotel business, service trade business; build infrastructure to transfer or lease to use part of the land area as part of the business. public welfare works and has been handed over to the local use of use, the value of the right to use the land into the value of an equity stake or calculation at home prices, for rent defined by an area of business land delivered to business. business and infrastructure (not including land area as public welfare structures have handed over to the local).

The case in which the equity of the stock was to be built, the infrastructure for sale, the use of the land, was filed under the provisions of the Law of Land, and the writing guidelines for the Law of the Land on the sale price, and the structure of the land. The floor for the buyer does not calculate the value of the land to the value of the enterprise.

e) The business case that carried out the purpose of using the land was delivered, which would have to submit an additional amount of the amount of land that would be used by the purpose of converting the laws of the land to the state budget and into the value of the land. Business shares.

g) The case for the value of land use is lower than the actual cost of the use of the land on accounting is calculated at the cost of the business.

9.3.Case of business execution of land lease form:

a) For land-leased land-based land deposits, land rent must be submitted annually by the regulation of the Law of Land and the guidelines that govern the Law of the Land of the Land of the Bureau of Business in the cost of the business production of the land. Business.

b) For the equity enterprises that paid the land rent once for the entire land lease before 1 July 2004 (the Day of Country Law in 2003 enforced) then recharge the value of land rent according to the price of land lease valuation. Business.

The business shares the land lease, land lease and land prices leased by the Provincial People's Committee, the city where the business has a lease of the land to redefine the land lease value of the remaining land lease. The rising margin due to the redefining of land rent is calculated into corporate value and increased state capital at the commodity equity business at the time of determining the business value.

The holding company has a successor responsibility (or re-contracting the lease of land) and uses the right land pursuits to the provisions of the land law. The holding company did not have to pay land rent for the remainder of the lease paid land.

c) For businesses that have been used by the state of the land to collect land money and have paid the use of land on a state budget now to choose the lease of the land to pay the land rent annually, the value of the use of the land. It ' s not about the value of the stock business.

The business equity must complete the procedure to lease land to the organ that decides to stake and administer the local housing authority before officially shifting to the holding company.

9.4. Business equity is priorititiated inheritalizing the legal rights and benefits of land use by the rule of land law when switching to the holding company by regulation at paragraph 3 Article 47 of the number. 59 /2011/NĐ-CP; The industrialized equity enterprises have been given land and have paid the use of land for state budgets or the transfer of the right to the right to use the legal land that redefined the price of land when determining the value of the business at the cost of the transfer of power. Land has the purpose of using the same practical use on the market, the value of land use due to redefining land prices has been raised by state capital at the business of equity, as the procedure for the licensing of the license to use land from the ancient business. Part of the company, the holding company, does not have to pay for land use.

10. When determining the value of the business according to the asset method, the entire value constitutes the total value of the business asset and is charged into the value of the equity enterprise, through the purchase of the shares of the moving equity business. The assets of the holding company are invested in the capital of the shareholders. The holding company performs depreciation of the depreciation into the business costs under the current regulation (for asset valuations rise in fixed assets); other asset valuations increase in the value of equity enterprises: the value of land use, the value of interest. Business, business is made to gradually allocate to business costs unless it is determined that income tax income is less than 10 years since the business equity shifted to the holding company.

What? 19. State Capital Food Value At Business

1. The actual value of state capital at the business by the actual value of the corporation minus (-) the actual debts must pay and the amount of career funding (if any). In it, the actual debt must pay is the total value of the debt paid by the corporation except (-) the debt is not payment.

2. When performing a stake in the parent company in the Economic Group, the State Corporation, the parent company in the parent Company-Company complex (later known as the parent Company) then:

-The parent company owned by the parent company (business equity) owns 100% of the charter capital, which must proceed to determine the value of the business by regulation at this investment as for the commodity equity business, to determine the actual value of the parent company ' s capital at stake. Your company.

-The actual value of equity equity (parent company) is the parent company enterprise value and the value of the parent company accounting is determined by this provision.

-The actual value of state capital at the parent company by the actual value of the parent company business is defined as on the exception of the actual debt payable and the amount of career funding (if available) as a general regulation.

Section III. DEFINE THE VALUE OF THE BUSINESS EQUITY IN THE DISCOUNTED CASH FLOW METHOD

Article 20. Enterprise value in discounted cash flow method

1. Identifying enterprise value according to the discounted cash flow method is the method of determining the value of enterprise on the basis of the student ' s ability to produce the shares in the future, which does not depend on the value of the business of the business.

2. Business equity determines the value of business under the discounted cash flow method as businesses that have an active time before determining a maximum business value of five years, which has a post-tax return rate on average state capital. Five-year-old forces before determining the value of a commodity equity higher than the interest rate of government bonds with a five-year term that was released at the time closest to the time of the value of the business.

3. According to this method, the amount of profit, the state capital of the annualized business in the past year is used to calculate when determining the value of the business, the base on the amount of profit, state capital by regulation at the financial regulation. with business equity.

Where business equity has invested in other businesses, profits due to the investment of capital into other businesses provide base to determine the value of business shares.

4. According to the discounted cash flow method, the determination of the post-tax return figures in the future and use this metric to calculate the quota (profit/net gain; dividend growth rate). as the basis of the value of dividends, the future years of the current year (the year of determining the value of the business) as follows:

-Based on the average growth rate of post-tax profit in the past year to determine the post-tax profit of future years. The business case that uses the following year's tax returns is a profit-only profit, and the company must prove that the amount of profit that is only planned is feasible.

-The distribution of post-tax profit by future years is unified under the assumption of use to divide the dividend of 50% and to add up to 30% (not to distinguish the future profit of future years when the use of the calculation is determined by the benefit metrics) profit of the past years or by the number of profit-only profit figures).

5. The actual value of the business includes the actual value of the state capital, the debt must pay, the amount of career funding (if any).

What? 21. The actual value of state capital at the enterprise

The actual value of state capital according to the discounted cash flow method is determined in the following formula:

State capital real value

=

+

+

The disparity in the value of land use has been delivered, or the land rent difference of the number of years of lease land paid the remaining state capital.

In it:

1. Consumer indicators and determination

D i	: is the current Value of the Year ' s dividend
(1 + K) i
Pl n	: is the current value of the state capital portion of the year
(1 + K) n

i: the order of successive years since the year of the defining enterprise value (i: 1) n).

D _i : The post-tax profit used to split the dividend of five things.

n: As the number of years the future is selected (3-5 years).

Pl _n : The value of the state capital of the year and is determined by the formula:

Pl n	=	D n + 1
		K-g

D _{n + 1} : The post-tax profit used to divide the expected dividend of the n + 1

K: The discount rate or the rate of return required by investors when purchasing shares and is determined by the formula:

K = R _f + R _p

R _f : The profit margins obtained from non-risk investments, this designation is calculated by the interest rate of government bonds that have a five-year term that has issued at the closest time at the time of the valuation of the business.

R _p : The rate of risk of risk when investment buys shares of companies in Vietnam, this designation is determined by the International Securities Risk Cost Index in the yearbook price or by valuation firms determined for each business but does not exceed the cost. more than the profit margins obtained from non-risk investments (R) _f ).

g: The annual growth rate of dividends and is determined as follows:

g = b x R

In it: b is the post-tax return rate for capital additions.

R is the post-tax profit on equity equity of the future years.

2. deviation of the value of land use defined by regulation at paragraph 9 Article 18 This message.

An example illustrates the value of the business in terms of the discounted cash flow method in Annex 3, 3a, 3b with this message.

Article 22. Define the actual value of the business

1. The actual value of the business at the time of determining the business value in the discounted cash flow method is defined as follows:

Enterprise reality value

=

State capital real value

+

Actual debt must be paid

+

Career funding

In it:

Actual debt must pay = Total debt payable on the accounting book minus (-) The value of non-payment (+) debt value plus the land use must submit the state budget of the accepted land area, the purpose of which the purpose of using the land is defined by regulation. at paragraph 9 Article 18 of this message.

2. The deflation between the actual value of the state capital according to the discounted cash flow method and the value of the state capital by accounting book at the time of determining the value of the business is calculated to the value of the equity enterprise, through the purchase of shares of the commodity equity business that transformed into the assets of the holding company is invested in the capital of the shareholders. The company shares a gradual allocation into the cost of business unless determined to receive corporate income tax revenue for no more than 10 years since the time the business shares officially moved to the holding company.

Section IV. DEFINE THE VALUE OF THE EQUITY ENTERPRISE BY OTHER METHODS

What? 23. Define enterprise value by different method

In addition to the 2 methods of defining the business value stated at Section II, Section III Chapter III of this Information; the valuation advisory organization determines the value of the business to be applied to other valuation methods to determine the value of the equity enterprise. The methods that define this enterprise value must ensure scientific, professional and international-applied real-value, and are easily understood to be used in computation; the time of determining the value of the business in different methods. has to be the end of the quarter or the nearest year with the time of the decision to share.

What? 24. Option, use the results determine the value of the business

1. The results of determining the value of the business in a discounted cash flow method or other method must be compared to the results that determine the value of the business according to the asset method at the same time for choice in principle: Enterprise value is defined and the publication is not below the value of the business determined by the asset method.

2. Profile and results determine the value of the business identified and selected by the regulations at the Digital Protocol. 59 /2011/NĐ-CP And this privacy is the base for the authority to have the authority to decide to publish the value of an equity enterprise, determine the scale of the charter capital, the first issued equity structure, and the starting price to do a semi-equity auction.

Chapter IV

THE ORGANIZATION.

Article 25. Organization implemented

1. Businesses implementing shares have decided to publish the business value before May 5/2011 (the date of the digital decree). 59 /2011/NĐ-CP to take effect) by regulation at the Digital Decree 109 /2007/NĐ-CP June 26, 2007 by Government and Digital News 146 /2007/TT-BTC On December 6, 2007, the Ministry of Finance was not required to adjust the value of the business in accordance with this Information.

2. Businesses implement the shareholding that the granted equity method is approved by the Digital Decree. 109 /2007/NĐ-CP June 26, 2007 of the Government, by 5/9/2011 Protocol 59 /2011/NĐ-CP July 18, 2011 of the Government's implementation of the law, which has not yet been approved by a competent authority to approve the financial decision, determines the value of state capital at the time the business of the shares of the shares officially shifted to the holding company. with a financial investment and a certificate investment from the time of the valuation of the business to the time of the transfer to the holding company under the regulation at Article 10 of this Information.

Article 26. Performance Performance

1. This information comes into effect from February 15, 2012 and replaces the regulatory content on financial processing and determining the value of the value of the shares of the equity at No. 1. 146 /2007/TT-BTC December 6, 2007 of the Ministry of Finance Guide to the Digital Protocol 109 /2007/NĐ-CP June 26, 2007 of the Government on the transfer of the state company to a holding company.

2. In the course of the execution if there is an entanging, the agency, the business reflects on the Ministry of Finance to study the amendment, added ./.