Decision No. 109/2003/QĐ-TTg On the establishment of the Company for purchasing and selling debts and surplus assets of enterprises

Pursuant to …;

Regarding the establishment of a company for purchasing and selling debts and surplus assets of enterprises

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PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the State Enterprise Law on April 30, 1995;

Pursuant to Decree No. 69/2002/NĐ-CP dated July 12, 2002 of the Government on management and resolution of overdue debts of state-owned enterprises;

Pursuant to Decree No. 178/CP dated October 28, 1994 of the Government stipulating the tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Minister of Finance in Report No. 67 TTr/BTC dated November 29, 2002 on the project for establishing a company for purchasing and selling debts and surplus assets of enterprises,

DECISION:

Article 1. Establish a company for purchasing and selling debts and surplus assets of enterprises (hereinafter referred to as the debt purchasing and selling company) to handle overdue debts and unused assets awaiting liquidation, and substandard materials (hereinafter referred to as debts and surplus assets), contributing to financial health of enterprises, promoting the restructuring and conversion process of state-owned enterprises.

Article 2. The debt purchasing and selling company is a state enterprise, independently accounting for economic purposes, having its own seal, and being allowed to open accounts at the National Treasury and commercial banks according to the provisions of the law.

The debt purchasing and selling company has its headquarters in Hanoi and branches and representative offices in some provinces and cities.

Article 3. The operating capital of the debt purchasing and selling company includes:

1. The charter capital of the company is: 2,000 (two thousand) billion VND. Of which:

a) The state budget allocates from the funds for state enterprise reform and commercial banks during the period 2001-2003: 500 (five hundred) billion VND.

b) The remaining amount will be supplemented by the state budget gradually until 2005.

2. Other sources of self-raised capital include: additional capital from profits, credit borrowing, bond issuance, and other lawful sources as needed for business activities.

Article 4. The objects and scope of business of the debt purchasing and selling company are the debts and surplus assets of enterprises and other activities specified in Article 5 of this Decision.

Article 5. The business activities of the debt purchasing and selling company include:

1. Purchasing debts and surplus assets of enterprises (including both assets and land use rights used as collateral for debts) through various forms such as direct negotiation, bidding, auction, or designation by the Prime Minister. Accepting for processing debts and assets excluded from the value of the enterprise when implementing ownership conversion of state-owned enterprises.

2. Processing purchased debts and accepted assets:

a) Organizing debt collection;

b) Selling debts and assets through various forms such as direct negotiation, bidding, auction;

c) Using debts and assets for investment in forms such as share capital contribution, joint venture capital contribution, business cooperation according to the provisions of the law;

d) Preserving, repairing, upgrading assets for sale, leasing, investment, organizing production and business, joint exploitation of assets.

3. Raising capital through issuing bonds to purchase a specific large debt with collateral.

4. Consulting and brokerage services for handling debts and surplus assets.

5. Engaging in other businesses as prescribed by law.

Article 6. Rights and obligations of the debt purchasing and selling company:

1. The company has the following rights:

a) To exercise the rights of a state enterprise as prescribed by the State Enterprise Law;

b) To exploit relevant information and data to serve the activities of purchasing, selling, and accepting debts and surplus assets of enterprises from specialized management agencies such as tax authorities, enterprise finance agencies, commercial banks, business registration agencies, securities trading centers... to ensure effective debt and asset transactions;

c) To establish ownership and management rights according to the provisions of the law over purchased and accepted assets;

d) To participate with related debtor enterprises in formulating and implementing restructuring plans for debts and production and business organization plans aimed at restoring and developing these enterprises to have sources to repay debts;

đ) To request state-owned enterprises that have been restructured and converted to transfer debts and surplus assets excluded when determining the value of the enterprise for ownership conversion along with related documents.

2. The company has the following obligations:

a) To fulfill the obligations of a state enterprise as prescribed by the State Enterprise Law;

b) To provide full information and create conditions for customers to understand issues related to the activities of purchasing and selling debts and surplus assets carried out by the company;

c) To perform the task of handling debts and surplus assets as designated by the Prime Minister or assigned according to current regulations.

Article 7. Main contents regarding the financial mechanism of the debt purchasing and selling company.

1. Conducting debt and surplus asset purchasing and selling business at negotiated prices, ensuring effective business operations, preserving and developing state capital at the enterprise.

In cases where the company performs the task of handling debts and surplus assets of state-owned enterprises as designated by the Prime Minister, it shall be supported by the state budget for costs.

2. Revenue, business expenses, and profit of the debt purchasing and selling company:

a) The revenue of the company includes:

- Actual amounts received from debt collection and resale of debts;

- Proceeds from asset sales;

- Proceeds from production and business activities;

- Income from joint venture capital contributions, share capital contributions, and business cooperation according to the provisions of the law;

- Fees and commissions earned from consulting and brokerage services for handling debts and surplus assets;

- Recovered value from the sale of shares or transfer of capital contributions;

- Proceeds from leasing and joint exploitation of assets;

- Other proceeds.

b) Business expenses of the company include:

- Expenses for purchasing debts and assets;

- Debt collection expenses;

- Expenses for consulting and brokerage services for handling debts and surplus assets;

- Expenses for selling debts, selling shares, and transferring capital contributions;

- Expenses for asset preservation, repair, and upgrade investments;

- Other expenses related to purchasing, selling, accepting, and processing debts and surplus assets;

- Management expenses of the company.

c) Profit and profit distribution mechanism of the Company shall be implemented in accordance with the regulations for state-owned enterprises.

3. Wages and bonuses of employees in the Company shall be determined in accordance with the regulations for state-owned enterprises.

Article 8. The Minister of Finance shall decide:

1. The organizational structure and management system of the Company.

2. Appointment and removal of members of the Company's leadership board.

3. Financial mechanisms, Charter of organization and operation of the Company.

4. Pilot implementation of debt resolution and disposal of remaining assets at 20 state-owned enterprises within the restructuring program that have debts and remaining assets of 5 billion VND or more to draw lessons and improve the operational mechanisms of the Company buying and selling debts.

Article 9. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial people's councils under the central government, Chairmen of the Board of Directors and General Directors of State-owned Corporations are responsible for implementing this Decision.