According to this Circular, management of the state-owned enterprise’s capital invested in a joint-stock company or a limited liability company is executed in accordance with Section 2 Chapter III of the Decree No. 91/2015/ND-CP and following regulations: (1) With regard to the state-owned enterprise having its capital invested in a joint-stock company, if the joint-stock company uses development investment funds, equity surplus or other funds for increasing its charter capital in accordance with the laws, the state-owned enterprise shall appoint a representative for its portion of capital invested in the joint-stock company to request the joint-stock company to record an increase of equity capital (increased value of state capital in the joint-stock company) and issue a writing notice of total state capital actually invested or contributed in that joint-stock company and the number of stocks hold by the state-owned enterprise as a shareholder after an increase of the charter capital has been recorded and then submit such notice to the state capital’s owner (the state-owned enterprise) for following and management. (2) The subsidiary company is a wholly state-owned single-member limited liability company, the state-owned enterprise shall annually approve financial statements and decisions on distribution and use of after-tax profits and collection of after-tax profits from the subsidiary company in accordance with the approved financial rules. The state-owned enterprise shall collect the margins between the equity capital and the approved charter capital in the subsidiary company (by forwarding the balance of development investment funds or undistributed after-tax profits in the subsidiary company) and aggregate it with income from financial activities in accordance with Point b Clause 1 Article 28 of the Decree No. 91/2015/ND-CP.
Regarding regulations on transfer of state capital, if transfer of state capital worth more than VND 10 billion upon the method of holding an open auction, it shall take place at the Stock Exchange. As for transfer of state capital worth less than VND 10 billion, financial intermediaries shall be hired to carry out auction sale or hold auctions on their own at the state-owned enterprises or conduct auction at the Stock Exchange.
External transfer of the state-owned enterprise’s capital invested in a joint-stock company is executed in accordance with Clause 4 Article 29 of the Decree No. 91/2015/ND-CP. In such cases, with regard to a listed or registered joint-stock company on the Up-com upon the agreed methods, if the transfer of state capital (or transfer of stocks) is carried out, the agreed selling price must not exceed the transaction price limit (the price fluctuation limit) on stock code transacted on the transfer date provided that it shall not lower than the price of stock determined in the company’s book value for the stock code listed/registered for transactions basing on total equity capital divided by the chartered capital of the joint stock company at the transfer time.
The remains of the enterprise’s earnings from external transfer of its invested capital (including transfer of rights certificates or rights of capital contribution) after deducting the value of invested capital, transfer expenses and stipulated tax payments is aggregated with income from its financial activities.
This Circular takes effect from February 15, 2016 and replaces the Circular No. 220/2013/TT-BTC dated December 31, 2013.
