Circular No. 75/2002/TT-BTC dated September 9, 2002 of the Ministry of Finance guiding the implementation of the 2001-2003 financial plan for the restructuring and rearrangement of state enterprises and commercial banks

CIRCULAR

GUIDING THE IMPLEMENTATION OF THE 2001-2003 FINANCIAL PLAN FOR THE RESTRUCTURING AND REARRANGEMENT OF STATE ENTERPRISES AND COMMERCIAL BANKS

In furtherance of the Prime Minister’s Decision No. 92/QD-TTg of January 29, 2002 approving the financial plan for the restructuring and rearrangement of State enterprises and the system of commercial banks in the 2001-2003 period, the Ministry of Finance hereby guides the implementation of a number of concrete contents as follows:

I. GENERAL PROVISIONS

1. Subjects of application

a/ State enterprises already included in the lists of those to be restructured and rearranged in three years from 2001 to 2003 in the forms of equitization, assignment, sale, contracting, lease, dissolution, bankruptcy, merger and consolidation, already approved by competent authorities, including cases of equitization of dependent accounting units or components of State enterprises.

b/ Restructured State-run commercial banks.

c/ The State Bank of Vietnam and the Vietnam Deposit Insurance should raise their financial capability so as to support the rearrangement of joint-stock commercial banks, thus ensuring the interests of depositors.

2. Scope of handling

a/ Restructured or rearranged State enterprises shall receive support from the State for handling the following amounts:

- Support for handling accumulated losses and bad receivable debts up to the time of restructuring or rearrangement of the enterprises which are equitized, assigned, sold, business-contracted, leased, merged or consolidated. This support shall be rendered through allocating capital support for the enterprises on the principle that it shall not exceed the amount of losses and outstanding debts at the enterprises and, at the same time, not exceed the demands for State capital at the enterprises before being transformed.

For dissolved or bankrupt enterprises, they shall be handled under the provisions of the legislation on dissolution and bankruptcy.

- Allowances for laborers redundant in the process of restructuring and rearrangement of State enterprises under the provisions of the Government’s Decree No. 41/2002/ND-CP of April 11, 2002 on the policies towards laborers redundant from the restructuring and rearrangement of State enterprises.

- Allocation of charter capital to intermediary financial companies (companies engaged in purchasing and selling outstanding debts and assets, State-run financial investment companies) for performing the State’s capital investment and management at enterprises; through the operation of these companies to handle outstanding debts and assets and support the process of restructuring and rearrangement of State enterprises.

b/ Support from the State for restructured or rearranged commercial banks shall be used for:

- Handling outstanding debts under the provisions of the Prime Minister’s Decision No. 149/2001/QD-TTg of October 5, 2001.

- Additional allocation of charter capital to 4 State-run commercial banks in association with the debt-handling results and the restructuring of the banks according to the schemes already approved by the Government.

- Securing of deposits for depositors in joint-stock commercial banks that are rearranged.

3. Handling principles:

a/ State enterprises and the system of commercial banks that are restructured or rearranged must bring into full play their internal strengths, apply active measures to solve problems and cover expenses by themselves. Where they are unable to do so, the State budget shall support part of the deficits so as to create favorable conditions for State enterprises and the system of commercial banks to carry out their restructuring or rearrangement.

b/ Financial support from the State budget for solving problems faced by restructured or rearranged State enterprises and commercial banks shall be determined on the basis of scrutinizing specific causes and associating the handling of outstanding debts and financial clean-up with the restructuring or rearrangement of State enterprises and commercial banks.

c/ The State’s financial support measures shall be taken in various forms to meet the set objectives, ensure compatibility with the capital mobilization capability and minimum State budget expenditure:

- Support directly from the State budget and through the reduction of the portion of State capital at the enterprises for partly handling bad debts, accumulated losses and allowances for laborers redundant in the process of restructuring and rearrangement of State enterprises.

- Support through intermediary financial companies, Vietnam Deposit Insurance, issuance of the Government’s special bonds, and using part of the portion of State capital available at the units.

d/ The Ministry of Finance shall act as a coordinator in mobilizing financial sources, managing and apportioning financial sources to fund the reform of State enterprises and State-run commercial banks under the Prime Minister’s Decision.

II. SPECIFIC PROVISIONS

A. FOR STATE ENTERPRISES

1. Formulating overall schemes on arrangement, renewal and development of State enterprises in the 2002-2005 period and specific plans for 2002 and 2003

On the basis of the Prime Minister’s Directive No. 04/2002/CT-TTg of February 8, 2002 on continued rearrangement, renewal, development and enhancement of efficiency of State enterprises and Decision No. 58/2002/QD-TTg of April 26, 2002 issuing the criteria and classification lists of State enterprises and State corporations, the ministries, ministerial-level agencies, the agencies attached to the Government (hereinafter referred to as the ministries for short), the People’s Committees of the provinces and centrally-run cities (hereinafter referred to as the provinces for short), and Corporations 91 shall formulate overall schemes on arrangement, renewal and development of State enterprises under their respective management in the 2002-2005 period and submit them to the Prime Minister for approval, then notify them to the enterprises for implementation.

The schemes shall be formulated with their contents complying with the guidance in Government Office’s Official Dispatch No. 2556/VPCP-DMDN of May 15, 2002, which sum up the reports on the operation situation and the lists of restructured and rearranged State enterprises under the management of the ministries, provinces and corporations according to each form of arrangement: equitization, assignment, sale, business contracting, lease, merger, consolidation, dissolution, bankruptcy, transformation into one-member limited liability companies and according to the restructuring and rearrangement plans of each year: 2002, 2003, 2004 and 2005 (according to the forms in Appendices 1, 3 and 4 enclosed with the Government Office’s Official Dispatch No. 2556/VPCP-DMDN of May 15, 2002).

2. Formulating financial plans for restructuring and rearrangement of enterprises.

2.1 Estimated fundings for handling problems faced by restructured or rearranged enterprises:

On the basis of the overall schemes on arrangement, renewal and development of State enterprises in the 2002- 2005 period, specific plans for 2002 and 2003 and the latest year’s financial reports of the enterprises on the list of those to be restructured and rearranged, the estimated fundings for handling problems faced by the restructured or rearranged enterprises in 2002 and 2003 shall cover:

- Accumulated losses (including business loss and losses due to exchange rate difference);

- Irrecoverable debts;

- The number of redundant laborers and the fundings for settlement of redundant laborers and for their re-training according to the provisions of the Government’s Decree No. 41/2002/ND-CP of April 11, 2002 and the guidance in Circular No. 11/2002/TT-BLDTBXH of June 12, 2002 of the Ministry of Labor, War Invalids and Social Affairs and Decision No. 85/2002/QD-BTC of July 1, 2002 of the Ministry of Finance.

- Determination of the value of assets and supplies which are no longer needed and await liquidation and assets not calculated in the value of the transformed enterprises.

2.2 Expected financial sources for handling problems faced by the restructured or rearranged enterprises

The financial sources for handling problems of the restructured or rearranged enterprises include:

- Reserve funds;

- The job-loss allowance fund;

- Pre-tax profits;

- Deductions from the value of the portion of State capital at the enterprises;

- Support from the State budget.

2.3 Formulation of plans, synthesization, and sending of reports

a/ The enterprises on the list of those to be restructured or rearranged according to the plans on arrangement, renewal and development of State enterprises in the 2002-2003 period shall make financial plans for their restructuring and rearrangement with the contents guided at Items 2.1 and 2.2 above and send reports to the ministries (for independent enterprises as well as independent enterprises being members of Corporations 90 managed by the ministries), the provincial People’s Committees (for independent enterprises as well as independent enterprises being members of Corporations 90 managed by the provinces), Corporations 91 (for independent enterprises being members of Corporations 91).

b/ The ministries, provinces and Corporations 91:

- To sum up the funding demands and financial sources for handling problems of the restructured or rearranged enterprises according to each year and each form of arrangement according to a set form. The ministries shall synthesize the data of the restructured and rearranged enterprises attached to the ministries, including enterprises belonging to Corporations 90 established by decisions of the ministries. Corporations 91 shall synthesize the data of the restructured and rearranged enterprises attached to the Corporations. The provincial People’s Committees shall synthesize the data of the restructured and rearranged enterprises under the management of the provinces, including Corporations established by decisions of the provincial People’s Committees.

- To send to the Ministry of Finance (the Enterprise Finance Department) reports on the enterprise restructuring and rearrangement, including the following reports:

+ Appendices 1, 3 and 4 of the overall schemes on arrangement, renewal and development of State enterprises in the 2002-2005 period, specific plans for the 2002-2003 period under the guidance in the Government Office’s Official Dispatch No. 2556/VPCP-DMDN;

+ The financial plans for the enterprise restructuring and rearrangement (according to a set form).

For the ministries, provinces and Corporations 91 which have submitted to the Prime Minister the overall schemes on arrangement, renewal and development of State enterprises in the 2002-2005 period and specific plans for the 2002-2003 period, they are requested to send reports to the Ministry of Finance before September 30, 2002.

Other ministries, provinces and Corporations 91 shall make the above-said reports and send them to the Ministry of Finance at the same time of submitting their overall schemes on arrangement, renewal and development of enterprises to the Prime Minister.

3. Implementing financial plans for restructuring and rearrangement of enterprises

3.1 The State enterprises on the list of those to be restructured and rearranged by decisions of competent authorities must elaborate their restructuring, rearrangement or transformation plans with the following principal contents:

a/ Inventorying all assets under their management and use, available at the time of transformation according to current regulations of the State. Determining the quantity of actual assets existing up to the time of inventory to determine the enterprises value, excessive and deficient assets, causes and handling measures. Classifying those assets which are being used and no longer needed, await liquidation, assets formed from the reward and welfare funds and assets used for public welfare. Comparing debts and classifying overdue receivable debts, irrecoverable debts, payable debts which the enterprises are unable to repay. The results of inventory and classification of assets and debts shall be recorded in minutes signed by all participating members.

b/ Determining the value of assets of the enterprises and the value of enterprises according to current regulations, specifically:

- For equitized enterprises, the inventory of their assets and the determination of their value shall comply with the Government’s Decree No. 64/2002/ND-CP of June 19, 2002 on the transformation of State enterprises into joint-stock companies and the Finance Ministry’s documents guiding the implementation thereof.

- For State enterprises that are assigned or sold, the inventory of their assets and the determination of their value shall comply with the Government’s Decree No. 103/1999/ND-CP of September 10, 1999 and Decree No. 49/2002/ND-CP of April 24, 2002 on the assignment, sale, business contracting and lease of State enterprises; the Finance Ministry’s Circular No. 47/2000/TT-BTC of May 24, 2000 and Circular No. 51/2000/TT-BTC of June 2, 2000 guiding financial matters in the assignment and sale of State enterprises.

- For dissolved enterprises, the inventory of their assets and the determination of their value shall comply with the Government’s Decree No. 50/CP of August 28, 1996 on the establishment, reorganization, dissolution and bankruptcy of State enterprises and the Finance Ministry’s Circular No. 66 of August 6, 2002 guiding the order and procedures for financial handling upon the dissolution of State enterprises.

- For bankrupt enterprises, they shall comply with the provisions of the Government’s Decree No. 189/CP of December 23, 1994 guiding the implementation of the Enterprise Bankruptcy Law.

c/ Determining problems to be handled at the time of rearrangement, including:

- Accumulated losses (including business losses and losses due to exchange rate difference): to be determined according to the financial reports at the time of determining the enterprises value.

- Irrecoverable outstanding debts, payable debts which the enterprises are unable to repay: to be determined according to the Government’s Decree No. 69/2002/ND-CP of July 12, 2002 and the Finance Ministry’s guiding documents.

- Laborers redundant due to rearrangement, expenses for redundant labor settlement and retraining under the guidance of the Ministry of Labor, War Invalids and Social Affairs: to be determined according to the provisions of the Government’s Decree No. 41/2002/ND-CP of April 11, 2002, the guidance in Circular No. 11/2002/TT-BLDTBXH of June 12, 2002 of the Ministry of Labor, War Invalids and Social Affairs and Decision No. 85/2002/QD-BTC of July 1, 2002 of the Ministry of Finance.

- Determining the value of outstanding assets and supplies which are no longer needed, await liquidation and assets not included in the value of the transformed enterprises.

d/ Identifying financial sources for handling problems, proposing handling measures:

- Financial sources for handling problems include:

+ Reserve funds:

+ The job-loss allowance reserve fund;

+ Pre-tax profits;

+ Deductions from the value of the portion of State capital at the enterprises;

+ Support from the State budget.

- Problems shall be handled with the sources as follows:

+ For accumulated losses (including business losses and losses due to exchange rate difference, they shall be offset with pre-tax profits, the financial reserve fund, and deductions from the value of the portion of State capital at the enterprises before determining the enterprises value.

+ For irrecoverable debts, the enterprises, before being transformed, shall handle them by themselves such as with reserve funds, pre-tax profits, sale to debt-trading companies. Those irrecoverable debts which are unsold or the margins from the debt sale shall be subtracted from the value of the enterprises before their transformation.

+ For redundant laborers, the determination of the number of redundant laborers, the financial support for them and the fundings for their job training shall comply with the guidance in Circular No. 11/2002/TT-BLDTBXH of June 12, 2002 of the Ministry of Labor, War Invalids and Social Affairs and Decision No. 85/2002/QD-BTC of July 1, 2002 of the Ministry of Finance.

+ For outstanding assets and supplies which are no longer needed, await liquidation and assets not calculated into the value of the enterprises to be transformed, they shall be subtracted from the portion of the State capital at the enterprises. These assets shall be sold to the debt-trading companies at market prices or reported to competent authorities for assignment to the debt-trading companies for handling.

+ Where the enterprises have no capital left for offsetting losses and outstanding debts, or after offsetting losses and outstanding debts they are reduced to no or little capital, thus failing to satisfy the charter capital level or the portion of capital the State needs to hold in the joint-stock companies, they shall determine their capital supplementation demands which the State budget shall directly support from the source of funding for enterprise reform.

e/ Making reports enclosed with enterprise transformation dossiers and send them to the agencies that have decided on the enterprise arrangement and transformation and the enterprise finance agencies of the same level for evaluation and reporting to the Ministry of Finance for consideration and capital support for the enterprises to handle problems before they are restructured or arranged. Such a dossier consists of:

- The decision of a competent agency on the arrangement or transformation of the enterprise;

- The enterprise’s document requesting support for handling its problems and allowances for laborers redundant from the restructuring or rearrangement of the enterprise;

- The approved plan on the enterprise’s arrangement or transformation;

- A dossier determining the enterprise’s value, including the written record on asset inventory and enterprise valuation, the written record on the valuation of the enterprise, made by the Council for valuation of the enterprise, and relevant documents;

- The decision of a competent agency to announce the enterprise’s value.

- A dossier proposing the Fund for Support of Redundant Laborers and the Fund for Support of Enterprise Arrangement to consider and allocate fundings for the enterprise according to the provisions in the Finance Minister’s Decision No. 85/2002/QD-BTC of July 1, 2002 and Decision No. 95/2000/QD-BTC of June 9, 2000.

- The financial report of the enterprise at the time of its restructuring or rearrangement.

3.2 The Ministry of Finance shall be the sole agency in charge of managing and allocating the fundings for enterprise reform.

a/ On the basis of the lists of enterprises to be restructured and rearranged in the 2002-2005 period, which are drawn up by the ministries, provinces and Corporations 91, the Ministry of Finance shall envisage plans on allocation of fundings for the enterprise reform in each year, 2002, 2003, 2004 and 2005, and mobilize capital sources for the reform. Annual funding demands shall be scrutinized and adjusted to suit the implementation tempo and expenditures that actually arise.

b/ On the basis of the restructured or rearranged enterprises dossiers requesting the State budget support from the enterprise reform funding source; on the basis of the funding demands and the source-balancing capability, the Ministry of Finance (the Enterprise Finance Department) shall evaluate and effect the allocation of enterprise reform fundings.

- For additional capital allocations to handle losses and outstanding debts, payment of allowances to redundant laborers, the Ministry of Finance shall make allocations to the enterprises. The allocation procedures shall comply with current regulations.

- For fundings for job retraining of redundant laborers, the Fund for Support of Redundant Laborers due to rearrangement of State enterprises shall allocate them to the job-training establishments on the basis of their written requests for payment of expenses for job retraining of redundant laborers according to the provisions in the Finance Minister’s Decision No. 85/2002/QD-BTC of July 1, 2002.

- For the allocation of charter capital to intermediary financial companies, the Ministry of Finance shall make allocations according to current regulations.

3.3 Implementation reports:

The ministries, provinces and Corporations 91 shall sum up and send quarterly and annual reports on the implementation of financial plans for restructuring and rearrangement of enterprises under their respective management according to each form of arrangement (according to a set form) to the Ministry of Finance. Quarterly reports must be sent no later than the end of the first month of the subsequent quarter. Annual reports must be sent no later than the end of February of the subsequent year.

B. FOR COMMERCIAL BANKS

1/ The State Bank of Vietnam shall base itself on the Prime Minister’s Decision No. 149/2001/QD-TTg of October 5, 2001 to guide, direct and urge commercial banks and their debt management and asset exploitation companies to:

- Classify and handle outstanding debts and assets according to the approved plans, accelerate the sale of security assets belonging to outstanding debts;

- Re-evaluate debts without security assets owed by existing and operating State enterprises under the guidance of the Ministry of Finance;

- Guide, urge and inspect commercial banks to gather dossiers on the handling of outstanding debts, sum up and send reports thereon to the Ministry of Finance for comments before submitting them to the Steering Committee for financial Restructuring of Commercial Banks for consideration before submission to the Prime Minister for approval.

2. Commercial banks shall perform the following tasks:

a/ Scanning and classifying debts, finalizing dossiers, handling outstanding debts and assets according to the schemes approved by the Prime Minister and the guidance or direction of the State Bank.

b/ Applying the debt-handling measures, including speeding up the sale of security assets belonging to outstanding debts; reselling debts to recover according to the common debt purchase and sale regulations; considering for transforming debts into capital contributed to the enterprises; re-evaluating debts without security assets owed by existing or operating enterprises under the guidance of the Ministry of Finance; on the basis of the actual situation and debt repayment capability of the enterprises, restructuring debts in appropriate forms such as debt rescheduling and freezing, interest reduction or exemption, or lending capital to enterprises for further investment.

c/ Collecting the dossiers on the handling of outstanding debts, summing up and making reports under the guidance of the State Bank of Vietnam, then sending them to the Ministry of Finance and the State Bank of Vietnam for comments before submitting them to the Steering Committee for Financial Restructuring of Commercial Banks for consideration before submission to the Prime Minister for approval.

3. The Ministry of Finance shall base itself on the dossiers and reports on the tempo of implementation of the plans on financial restructuring of commercial banks, which have been approved by the Steering Committee for Financial Restructuring of Commercial Banks to submit to the Prime Minister for decision the handling of financial sources for commercial banks.

a/ For the handling of outstanding receivable debts of commercial banks: on the basis of the level of funding for the handling of commercial banks debts already approved by the Prime Minister in the 2001-2003 restructuring program; on the basis of the tempo of implementation of the plans on the handling of commercial banks outstanding debts, which have been approved by the Steering Committee for Financial Restructuring of Commercial Banks, the Ministry of Finance shall coordinate with the State Bank in processing the procedures to allocate capital to commercial banks for handling outstanding debts.

b/ For the additional allocation of charter capital to commercial banks: Within the limit of the source of capital for addition to the charter capital of commercial banks, which has been approved by the Prime Minister in the 2001-2003 restructuring programs; on the basis of the plans of additional allocation of capital to the commercial banks charter capital, which have been approved by the Prime Minister, and the tempo of implementation of the restructuring program as well as the commercial banks satisfaction of conditions for additional allocation of capital to their charter capital, which has been approved by the Steering Committee for Financial Restructuring of Commercial Banks, the Ministry of Finance shall allocate capital to commercial banks.

c/ For the payment of interests on Government-issued bonds, on the basis of the value of bonds held by commercial bank each year and the interest rates inscribed on the bonds, budget allocations shall be made to commercial banks according to current regulations.

d/ For expenses for securing deposits when joint-stock commercial banks are rearranged:

- The State Bank shall manage and use the capital source for restructuring debts of joint-stock commercial banks according to the State’s current regulations and the already approved tempo of rearrangement of joint-stock commercial banks.

- On the basis of the tempo of rearrangement of joint-stock commercial banks, the Ministry of Finance shall submit to the Prime Minister the plan on additional allocation of capital to Vietnam Deposit Insurance in the 2002-2003 period for handling dissolved or liquidated joint-stock commercial banks according to current regulations on deposit insurance.

III. IMPLEMENTATION PROVISIONS

This Circular takes effect 15 days after its signing.

The ministries, the ministerial-level agencies, the agencies attached to the Government, the provincial/municipal People’s Committees, the managing boards of State corporations and State enterprises shall guide, direct and organize implementation according to the provisions of this Circular.

Should any problems arise in the course of implementation, the units shall send opinions to the Ministry of Finance for study and settlement.-