What are regulations on conversion of debts into contributed capital and initial sale of shares regarding restructured wholly state-owned enterprsies in Vietnam?
What are regulations on conversion of debts into contributed capital and initial sale of shares regarding restructured wholly state-owned enterprsies in Vietnam? Thank you!
Conversion of debts into contributed capital and initial sale of shares
Pursuant to Article 7 of the Circular 05/2022/TT-BTC (takes effect from 01/04/2022) stipulating conversion of debts into contributed capital and initial sale of shares regarding restructured wholly state-owned enterprsies in Vietnam as follows:
1. DATC and creditors participating in the corporate restructuring process may convert debts/loans into share capital according to the agreement principles and the consent from the owner’s representative agency in the restructuring plan.
2. Restructured enterprises shall follow the order, procedures and use the sale method and the price applied to the initial sale of shares as per the Decree No. 126/2017/ND-CP, the Decree No. 140/2020/ND-CP and the Circular No. 32/2021/TT-BTC dated May 17, 2021 of the Ministry of Finance, providing instructions about initial sale of shares, management and utilization of proceeds from equitization of state enterprises and wholly state-owned enterprises transformed into joint-stock companies (hereinafter referred to as Circular No. 32/2021/TT-BTC) and written documents stating amendments and supplements thereto (if any). The owner’s representative agency shall decide to sell shares to staff members of restructured enterprises at the price which is not lower than 60% of the face value of shares as per clause 3 of Article 42 in the Decree No. 126/2017/ND-CP.
What are regulations on management of unsold shares?
Pursuant to Article 8 of the Circular 05/2022/TT-BTC (takes effect from 01/04/2022) stipulating management of unsold shares of restructured wholly state-owned enterprsies in Vietnam as follows:
Restructured enterprises shall deal with the number of unsold shares in accordance with the Decree No. 126/2017/ND-CP, Decree No. 140/2020/ND-CP and Circular No. 32/2021/TT-BTC. Including the followings:
1. In case of failure to sell all shares to investors by the agreement method after unsuccessful public auction or failure to sell all shares offered for sale at public auctions as prescribed in Clause 3 and Clause 4 of Article 8 in the Circular No. 32/2021/TT-BTC, the Equitization/Restructuring Steering Committee will consider deciding to offer to sell these unsold shares to DATC and creditors on the principle of agreement at the price which is not lower than their par value.
2. In case where DATC and creditors still do not buy all the shares on offer as prescribed in Clause 1 of this Article, the Steering Committee on Equitization/Restructuring shall counsel the owner’s representative agency to adjust the scale and charter capital structure to transform the restructured enterprise into the joint stock company before the first General Meeting of Shareholders to be held.
Best regards!
