Circular No. 50/2019/TT-BTC guides the auction sale of shares accompanied by receivables of state-owned enterprises with the function of buying, selling, and handling debts.

CIRCULAR

GUIDELINES FOR THE SALE OF A LOT OF SHARES ACCOMPANIED BY RECEIVABLE DEBTS OF STATE ENTERPRISES WITH THE FUNCTION OF PURCHASING, SELLING, AND HANDLING DEBTS

Pursuant to the Enterprise Law No. 68/2014/QH13 dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Production and Business Investment at Enterprises No. 69/2014/QH13 dated November 26, 2014;

Pursuant to the Auction Law No. 01/2016/QH14 dated November 17, 2016;

Pursuant to the Government Decree No. 91/2015/NĐ-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets at enterprises;

Pursuant to the Government Decree No. 32/2018/NĐ-CP dated March 8, 2018 amending and supplementing some articles of the Government Decree No. 91/2015/NĐ-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets at enterprises;

Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Director of the Enterprise Finance Department,

The Ministry of Finance guides the auction of a lot of shares accompanied by receivable debts of state enterprises with the function of purchasing, selling, and handling debts according to the provisions of the Government Decree No. 32/2018/NĐ-CP as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

2. Applicability:

These Circular guides the sale of a lot of shares accompanied by receivable debts of state enterprises with the function of purchasing, selling, and handling debts according to the provisions at point d clause 3 Article 29a of the Government Decree No. 91/2015/NĐ-CP (amended and supplemented at clause 13 Article 1 of the Government Decree No. 32/2018/NĐ-CP).

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

a) State enterprise with the function of purchasing, selling, and handling debts (hereinafter referred to as debt buying and selling enterprise);

b) Joint-stock company (not listed or registered for trading on the securities exchange; listed or registered but not trading on the securities exchange) simultaneously having equity contribution and receivable debts of the debt buying and selling enterprise;

c) Auction organization;

d) Investor participating in purchasing a lot of shares accompanied by receivable debts;

e) Other organizations and individuals related to the transfer of capital accompanied by receivable debts.

Article 2. Interpretation of Terms

1. "State enterprise with the function of purchasing, selling, and handling debts": is a state-owned enterprise holding 100% of the charter capital with the function of purchasing, selling, and handling debts of enterprises with credit institutions and other organizations and individuals.

2. "Sale of a lot of shares accompanied by receivable debts through auction": is the simultaneous sale of a lot of shares and a receivable debt of the debt buying and selling enterprise at another enterprise through auction.

3. "Auction organization" includes: Securities Exchange, securities companies, asset auction service centers, and asset auction enterprises according to the law on asset auction.

4. "Unsuccessful auction" includes the following cases:

a) At the end of the registration period, no investor has registered to participate in the auction or only one investor has registered to participate in the auction;

b) After depositing the bid bond until the end of the deadline for submitting participation bids, no investor has submitted a participation bid;

c) No investor bids at the auction;

d) All investors bidding the highest price refuse to buy or refuse to vote in secret ballot;

d) The winning bidder refuses to purchase;

e) All investors violate the auction rules.

Article 3. Principles of Implementation and Decision-Making Authority

1. The sale of a lot of shares accompanied by receivable debts of the debt buying and selling enterprise shall be carried out according to the principles stipulated in clause 1 Article 29 of the Government Decree No. 91/2015/NĐ-CP (amended and supplemented at clause 12 Article 1 of the Government Decree No. 32/2018/NĐ-CP).

2. The debt buying and selling enterprise implements the transfer of a lot of shares accompanied by receivable debts according to the business plan and the plan approved by the Board of Members or the Chairman of the company within their respective authority.

3. When developing the plan for the sale of a lot of shares accompanied by receivable debts, if the expected transfer value is lower than the book value recorded in the accounting books of the debt buying and selling enterprise (including both equity contribution and receivable debts) and has been provided for, the decision-making process for the plan to sell a lot of shares accompanied by receivable debts shall be carried out as follows:

a) If the provision made is equal to or greater than the difference between the expected transfer value and the book value recorded in the accounting books (including both equity contribution and receivable debts), the Board of Members or the Chairman of the debt buying and selling enterprise decides on the plan to sell a lot of shares accompanied by receivable debts;

b) If the provision made is less than the difference between the book value recorded in the accounting books (including both equity contribution and receivable debts) and the expected transfer value, after reporting to the agency representing the owner of the reasons for the occurrence of the difference to examine and handle the responsibility of the organizations and individuals involved in the management of capital invested outside the enterprise (if any), the Board of Members or the Chairman of the debt buying and selling enterprise decides on the plan to transfer capital accompanied by receivable debts through the auction of a lot of shares.

4. The entire quantity of shares offered for sale (the entire or part of the equity contribution in the enterprise) and the accompanying receivable debt are determined as a lot. Investors participating in the auction must purchase the entire lot of shares accompanied by receivable debts. Joint-stock companies with equity contributions and receivable debts from the debt buying and selling enterprise may not participate in the auction of the entire lot of shares accompanied by receivable debts of their own enterprise. Investors participating in the auction who purchase the entire lot of shares accompanied by receivable debts do not need to go through the public tender offer procedure.

Chapter II

SPECIFIC PROVISIONS

Article 4. Starting price for auctioning a package of shares accompanied by receivables

The Board of Members or the Chairman of the debt purchasing company decides on the starting price for auctioning a package of shares accompanied by receivables, but it must not be lower than the sum of the starting price of the share package plus the starting price of the receivable amount, specifically:

1. The starting price of the share package shall be determined at no less than the value of one share multiplied by the number of shares offered for sale in the package, in accordance with the provisions set out in point c, Clause 1, Article 29 of Decree No. 91/2015/NĐ-CP (amended and supplemented in Clause 12, Article 1 of Decree No. 32/2018/NĐ-CP).

2. The starting price of the receivable amount shall not be lower than the re-evaluated value carried out by an appraisal organization. The determination of the price shall be conducted in accordance with the laws on appraisal and related laws.

Article 5. Organization to conduct the auction of a package of shares accompanied by receivables

1. A debt purchasing enterprise shall enter into a contract with an auction organization to organize the sale of a package of shares accompanied by receivables through an auction.

2. The auction organization issues a decision to establish the Auction Sale Committee. The Chairman of the Auction Sale Committee is the representative of the debt purchasing company.

3. Based on the Model Regulation on Auction Sale of State-owned Capital Transfers and State-owned Enterprise Investments in Joint Stock Companies issued by the Securities Commission and the regulations stipulated in this Circular, the auction organization issues the Auction Sale Regulation for the entire package of shares accompanied by receivables after reaching consensus with the debt purchasing company. The auction regulation must include key contents: clearly defining the responsibilities and authorities of the parties involved during the auction process; regulations on announcing auction information (content to be announced, means of announcement); regulations on participants, procedures for participating in the auction, and notification of auction results (including information such as deadline for payment, content of payment, recipient unit, address, account number); starting price of the package of shares accompanied by receivables; deposit and handling of deposits; procedures for transferring ownership of shares and creditor rights for the receivable amount, and handling of violation cases.

Article 6. Preparation of auction documentation for a package of shares accompanied by receivables

1. The auction sale documents for a package of shares accompanied by receivables shall include:

a) Decision of the competent authority approving the transfer plan of capital contribution accompanied by receivables;

b) Documents proving that the debt purchasing enterprise is the legitimate owner of the share capital in the joint-stock company;

c) Documentation related to the receivable amount: Statement of accounts reconciliation at the nearest time to the information disclosure date, including both principal and interest (if any); Information about collateral assets for the receivable amount (if any) and the value of collateral assets (book value; re-evaluated value) and other relevant documentation concerning the receivable amount (if necessary);

d) Appraisal certificate;

d) Disclosure information document according to the model attached as Appendix I to Decree No. 32/2018/NĐ-CP, which includes additional information about the receivable amount sold with the share package, including: value of the receivable amount (book value, re-evaluated value), information about collateral assets for the receivable amount (if any) and the value of collateral assets (book value, re-evaluated value);

e) Rules for selling the package of shares accompanied by receivables through an auction.

2. The debt purchasing company is responsible for preparing the auction sale documentation for the package of shares accompanied by receivables, coordinating with the auction organization to disclose information and organize the auction in accordance with the regulations.

Article 7. Disclosure of Information

The implementation of information disclosure is carried out in accordance with Clause 3, Article 29a of Decree No. 91/2015/NĐ-CP (supplemented in Clause 13, Article 1 of Decree No. 32/2018/NĐ-CP), specifically as follows:

1. The debt purchasing company/auction organization publicly discloses the auction documentation prepared in accordance with the regulations to investors at least 20 (twenty) days before the auction date at the headquarters of the debt purchasing company, the headquarters of the joint stock company with the share package and receivable amount being auctioned, the auction location, through mass media (three consecutive issues of a national newspaper and one local newspaper where the state-owned enterprise with the function of purchasing debts has its headquarters, and the joint stock company has its headquarters) and posting on the electronic information website of the auction organization, state-owned enterprise with the function of purchasing debts, joint stock company with the share package and receivable amount being auctioned (if applicable).

2. When the debt purchasing company/auction organization implements the disclosure of information regarding the auction, they simultaneously send the prepared auction documentation in accordance with the regulations to the agency representing the owner and the Ministry of Finance (State Enterprise Financial Department), without having to send the documentation to the Securities Commission.

Article 8. Implementation of Auction Sale

1. The auction shall be held at the premises of the auction organization, the debt purchasing enterprise, or another location agreed upon by the debt purchasing enterprise and the auction organization.

2. Within the time limit stipulated in the Auction Regulations, eligible investors participating in the auction shall register for the auction and make a deposit payment. The debt purchasing enterprise decides on the deposit ratio of the investor but it must not be less than 10% of the total value of the share package with receivables calculated based on the starting price.

After registering for the auction and completing the deposit procedures, the investor shall be provided by the auction organization with an attendance ticket to place bids (bid prices).

3. Within the time limit stipulated in the Auction Regulations, investors record their purchase prices (bid prices) on the participation bid form and submit their bids directly at the auction location or through the post office as prescribed in the Auction Regulations for Share Packages. Each investor is only issued one participation bid form and can only offer one price for the entire share package with receivables.

Article 9. Determination of Auction Results

1. A valid bid price is a price that is not lower than the starting price as specified in the Auction Regulations.

2. The winning bid price is determined as the highest valid bid price placed by an investor.

3. In cases where two or more investors offer the highest identical price which is not lower than the starting price, a secret ballot will be conducted among these investors until a single investor with the highest unique purchase price is determined. The secret ballot price must not be lower than the highest bid price offered by the investors according to the bid increment specified in the Auction Regulations.

The investor who offers the highest price in the secret ballot is the successful bidder and will acquire the entire share package and receivables offered by the debt purchasing enterprise.

If all investors offering the highest identical price refuse to participate in the secret ballot, then the next highest bidder who does not offer a price lower than the starting price will be deemed the successful bidder.

Article 10. Handling of Auction Results

1. Immediately after the auction ends, based on the auction results, the Auction Organization is responsible for drafting the Minutes of Auction Result Determination; the Auction Organization and the debt purchasing enterprise jointly sign the Minutes of Auction Result Determination. The Minutes of Auction Result Determination are drafted according to the model specified in Appendix II issued together with Decree No. 32/2018/ND-CP, including: specifying the starting price of the share package with receivables, the starting price of the share package, and the starting price of the receivable amount.

2. Within a maximum of five working days from the end of the auction, the debt purchasing enterprise/auction organization shall cooperate to announce the auction results at the auction location, on the electronic information page of the auction organization, the debt purchasing enterprise, and notify the successful bidder of the auction result.

3. Within a maximum of five working days from the date of announcing the auction results, based on the notification of success, the investor shall pay the remaining amount for purchasing the share package with receivables at the successful bid price minus the deposit amount. Within this period, the debt purchasing enterprise shall cooperate with the auction organization to refund the deposit to investors who did not win the auction and did not violate the Auction Regulations. Investors who violate the Auction Regulations will not have their deposits refunded.

4. Within five working days from the deadline for investors' payment, the auction organization is responsible for transferring the proceeds from selling the share package with receivables and the list of investors who have made payments to the debt purchasing enterprise.

Within ten working days from the deadline for investors' payment, the debt purchasing enterprise shall send the file including: the Decision approving the transfer plan of capital with receivables by the competent authority, the request letter, and the Minutes of Determining Successful Bidders for the share package with receivables (including the list of investors who have made payments) to the Vietnam Securities Depository (in cases where the share package is auctioned at a joint-stock company registered with the Vietnam Securities Depository). Within five days from receiving the file from the debt purchasing enterprise, the Vietnam Securities Depository is responsible for transferring the ownership of shares of the transferred capital from the debt purchasing enterprise to other organizations or individuals according to the file sent by the debt purchasing enterprise to the Vietnam Securities Depository.

In cases where the debt purchasing enterprise auctions shares that have not been registered with the Vietnam Securities Depository, the procedure for transferring ownership of shares between the debt purchasing enterprise and the investor after the investor completes the payment for purchasing shares shall be carried out in accordance with the Enterprise Law and the Articles of Association of the Joint-Stock Company.

The debt purchasing enterprise is responsible for coordinating with the joint-stock company to complete the procedures for transferring ownership of shares with receivables to the investor, publicly disclosing information about the procedures and specific completion times for transferring ownership of shares with receivables to the investor when organizing the auction.

5. Within a maximum of fifteen days from the end of the auction round, the debt purchasing enterprise must report the auction results for the entire share package with receivables to the representative body of the owner and the Ministry of Finance (Enterprise Financial Department).

6. Based on the value of the receivable amount and the value of the share package when determining the starting price as stipulated in Article 4 of this Circular, the debt purchasing enterprise decides on the allocation of proceeds from the auction sale of the share package with receivables to the share package and the receivable amount according to the principle that the allocated amount must not be lower than the starting price of the auction sale of the share package and the receivable amount.

7. In cases where the auction of the share package with receivables is unsuccessful, the Board of Directors and Chairman of the debt purchasing enterprise decide to proceed with another method as prescribed in Clause 2 of Article 29a of Decree No. 91/2015/ND-CP (supplemented in Clause 13 of Article 1 of Decree No. 32/2018/ND-CP).

Chapter III

IMPLEMENTATION

Article 11. Responsibilities of the enterprise buying and selling debts

1. Shall be responsible for organizing the transfer of shares accompanied by receivables in accordance with the provisions of this Circular.

2. Establish files, disclose information, and submit auction sale files for the package of shares with receivables according to the provisions of this Circular.

3. Sign the minutes determining the auction results and announce the auction results according to the provisions of Clause 1 and Clause 2, Article 10 of this Circular.

Article 12. Responsibilities of the auction organization

1. Decide on the establishment of the Auction Sale Board and issue the Auction Sale Regulations for the package of shares with receivables.

2. Coordinate with the enterprise buying and selling debts to disclose information and report the results of the auction sale of the package of shares with receivables according to the provisions of this Circular.

3. Conduct the auction according to the provisions of this Circular and relevant laws.

Article 13. Responsibilities of the enterprise with contributed capital and receivables of the enterprise buying and selling debts

1. Coordinate and provide necessary information for the enterprise buying and selling debts to establish files for the auction sale of the package of shares with receivables according to the provisions.

2. Coordinate with the enterprise buying and selling debts/auction organization to implement the transfer of ownership of the contributed capital and creditor rights of the receivable debt to the successful bidder of the auction package of shares with receivables.

Article 14. Responsibilities of the Investor

1. Investors participating in purchasing shares shall be responsible for complying with the provisions of the Auction Sale Regulations for the package of shares with receivables and the provisions of this Circular.

2. In case an investor acquires the contributed capital and receivables of a public company and becomes a major shareholder, the investor shall comply with the reporting requirements under securities laws.

Article 15. Implementation Provisions

1. This Circular takes effect from October 1, 2019.

2. The enterprise buying and selling debts, the auction organization, and related organizations and individuals involved in the auction sale of the package of shares with receivables of the enterprise buying and selling debts are responsible for implementing this Circular.

3. During implementation, if there are difficulties, they are requested to reflect them to the Ministry of Finance for research, consideration, and resolution.