1-scope and object 1.1 object-apply this circular the foreign investors, which bought the shares in Vietnam business prescribed in article 2 Regulation attached to decision No. 36/2003/QD-TTg dated 11/3/2003 of the Prime Minister.

Vietnam businesses get capital, the sale of shares for foreign investors include: State enterprises make holdings, the company shares (including stock company formed by equitizing State enterprises and joint stock company established under the business law), limited liability company , partnerships, cooperatives and cooperative business activities in the field of industry, due to the decision by the Prime Minister or delegated to the Minister of planning and investment announced in each period.

Shareholders owning shares in joint stock companies, the members own the equity in limited liability companies, partnerships, associations cooperatives and cooperative.

1.2-scope of application this circular apply to activities which, buy shares of foreign investors in Vietnam enterprise investment incentive law in the country and in a form specified in article 5 regulation attached to decision No. 36/2003/QD-TTg dated 11/3/2003 of the Prime Minister.

This circular does not apply to activities which, buy shares of foreign investors according to the law on foreign investment in Vietnam.

2-capital contribution Level, bought shares of foreign investors in Vietnam businesses to foreign investors, which bought the shares in maximum Vietnam business by 30% of the Charter capital of Vietnam business.

The case of foreign investors to buy the shares first issued by State enterprises perform equitizing, the total value of shares does not exceed 30% of the Charter capital is expected in capitalization variants are Ministers, heads of ministerial-level agencies (for enterprises under central management) , Chairman of the provincial people's Committee, the central cities (for local businesses to manage) approval.

The case has many foreign investors registered capital contribution, purchase of shares with a value of greater than 30% of the Charter capital of the enterprise based on the actual situation to decide the choice of partners is not through auction or auction to choose partners (self hosted an auction or through intermediary financial institutions).

The case has only one foreign investor capital contribution, purchase of shares in a business also allowed Vietnam capital contribution, purchase of shares by a maximum of 30% of the Charter capital of the business.

3-the Authority decided to get capital, the sale of shares for foreign investors 3.1-for State enterprises make holdings held first sold shares as stipulated in article 24 of Decree 64/2002/ND-CP on 19/6/2002 of the Government on the transfer of State enterprises into joint-stock company : State enterprises under central management: by Ministers, heads of ministerial-level agency decision.

State enterprises in local management: due to the Chairman of the provincial people's Committee, the city decided centrally.

3.2-for a joint stock company, shareholders in stock companies, limited liability companies, partnerships, cooperatives, cooperatives and members of this Organization: the Authority decided to implement under the provisions of clause 2, clause 3 article 6 regulation attached to decision No. 36/2003/QD-TTg dated 11/3/2003 of the Prime Minister.

II-SPECIFIC PROVISIONS 1-make buy, sell the shares and raising capital 1.1-1.1.1-stock Sale for State enterprises perform equitizing State enterprises make capitalization needs and ability to mobilize capital, technology and management experience of foreign countries, when plans equitizing State enterprises must determine the value of the shares is expected sold to foreign investors in the first stock sale structure the Ministers, heads of ministerial-level agencies (for enterprises under central management), the Chairman of the provincial people's Committee, the central cities (for local businesses to manage) approval.

The first joint-stock structure of State enterprises made the shares and the sale of shares for foreign investors to comply with the provisions of article 23 of Decree 64/2002/ND-CP on 19/6/2002 of the Government on the transfer of State enterprises into joint stock companies. After determining the shares of the State needs to hold (if available), shares sell incentives for workers in businesses and sell stock incentives for producers and suppliers of raw materials, the number of shares remaining to be sold outside the business, including the sale to foreign investors.

After you have capitalization of State enterprises are competent browser, Enterprise holdings are reported on the mass media to sell stake out businesses and publicize the information primarily of business to foreign investors to find out. The sale of the shares first released the business carried out by circular No. 80/2002/TT-BTC on 12/9/2002 of the Ministry of finance about the underwriting guidelines and the auction sale of shares outside of the State enterprises make holdings.

1.1.2-for active Corporation: Board or Director of the company building investment projects, release more shares to mobilize capital in which have sold shares to foreign investors, the shareholders or the Board (by the rules of organization and operation of the joint-stock company).

Case of joint stock companies to sell shares to foreign investors, the Board or the directors of the company must also build projects the meeting of shareholders or the Board (as defined in the Charter organization and company activity) decisions.

Company shares have been listed on the stock market: made a public sale of shares on the stock market according to the provisions of the law on securities and the Vietnam stock market.

Company not yet listed on the stock market: made sale of shares in businesses or through intermediary financial institutions established under the provisions of the law. Company shares to public notice on the mass media to sell stake to foreign investors (the number of shares sold, the expected sale price, sale start date, ...); provide the necessary information on the situation, business capital, the company's Foundation in the report and 2 years ago for investors. Joint-stock companies and foreign investors the agreement and decide whether to buy, sell the shares.

The company could hire an intermediate financial institution done selling shares to foreign investors, according to the provisions in circular No. 80/2002/TT-BTC on 12/9/2002 of the Ministry of finance auction guide underwriting and selling shares out of business.

1.1.3-for shareholders in The Corporation shareholders in stock companies sell shares to foreign investors must comply with the provisions of the enterprise law, the Charter of the company and must be registered with the company to ensure the proportion of foreign investment not exceeding 30% of the corporate capital.

1.2-Get working capital contributed by foreign investors limited liability companies, partnerships, associations and cooperatives receive cooperative capital contributed by foreign investors following the provisions in paragraph 2 and paragraph 3 article 9 Article 11 regulation attached to decision No. 36/2003/QD-TTg dated 11/3/2003 of the Prime Minister.


1.3-foreign investors make buying stock, raising capital to Vietnam made business prescribed in article 11 paragraph 1 Regulation attached to decision No. 36/2003/QD-TTg dated 11/3/2003 of the Prime Minister. The case of foreign investors have no direct conditions to join an auction (many foreign investors registered...), the agreement with the seller on the purchase price, the sale of shares, the price of which is prescribed in section II point 2 of this circular.

2-the price of shares, equity prices 2.1-stock price Reviews seller first issued shares of State enterprises made holdings identified as stipulated in Decree No. 64/2002/ND-CP on 19/6/2002 of the Government on the transfer of State enterprises into joint stock companies and circular No. 79/2002/TT-the Ministry of Finance on 12/9/2002 , Circular No. 80/2002/TT-BTC on 12/9/2002 guideline of Decree 64/2002/ND-CP on transfer of State enterprises into joint stock companies.

Sale price of shares of the company were listed on the stock market price of the stock market.

Sale price of shares of unlisted joint stock firms on the stock market is the price of the agreement between the buyer, seller, but not lower than the selling price for domestic investors.

Sale price of shares owned by shareholders as the price agreement between shareholders with foreign investors, due to the shareholders to decide and not lower sale price on the stock market for company shares already listed or not lower sale price for domestic investment for the company shares have not traded wedge.

2.2-Price capital equity Prices of foreign investors to become new members of limited liability companies, partnerships, in the Union of cooperatives and the cooperative due to: Council members (for limited liability company members), Partnership members Member, capital contribution (for companies), the Congress of Vienna Township (for cooperative association cooperative) decided after agreement with the party.

The resale price of shares of the members of limited liability companies, partnerships, cooperatives, the cooperative is the price agreement between members that with foreign investors and not lower sale price for members in the business.

3-before and after the implementation is completed the sale of shares, which foreign investors's 3.1-information before selling the stock, receive capital within 30 days prior to the sale of shares, capital contributed by foreign investors (including auction case and not an auction) Vietnam business, must provide the information: the name, address of the business; the number of shares sold, of which receive donations; the necessary information on the situation of the Fund, capital, business enterprises in the report and two years ago; conditions to join an auction; payment methods and other related issues on the mass media (newspapers, radio, television stations and local central) a minimum of three times in a row.

3.2-notice of sale results, shares of capital contributed by foreign investors after 15 days on end the sale of shares, which do business report and send to the following agencies: State enterprises make holdings: sent to Ministers, heads of ministerial-level agencies (for enterprises under central management); sent to the Chairman of the provincial people's Committee, the central cities (for local businesses to manage).

Joint-stock companies, limited liability companies, partnerships, associations cooperatives and cooperatives: sent to the certification authority business registration.

4. The rights and obligations of foreign investors: made according to the provisions of article 15, 16 regulation attached to decision No. 36/2003/QD-TTg dated 11/3/2003 of the Prime III-terms of the IMPLEMENTATION of this circular have the effect after 15 days from the Post Gazette and replacing circular No. 132/1999/TT-BTC dated 15/11/1999 of the Ministry of finance direction leading the sale of shares for foreign investors. In the process, if there are obstacles to recommend enterprises and foreign investors reflects the timeliness of the Ministry of finance to study the resolution./.