The order and procedures for equitization are not in accordance with regulations.
Accordingly, the Conclusion of the Government Inspectorate clearly stated that in the process of equitization and divestment at the Development Investment - Construction Company (now the Construction Development Investment Joint Stock Corporation - DIC Corp), there were limitations, shortcomings and violations.
Specifically, regarding the legal basis and procedures for equitization, the Ministry of Construction's approval of the value of the equitized enterprise based on the results of the appraisal of the enterprise value determination by the Planning Department is not in accordance with regulations.
These limitations, shortcomings and violations lead to a number of procedures not being implemented in accordance with the provisions of Decree 109/2007/ND-CP of the Government and Circular 146/2007/TT-BTC of the Ministry of Finance, such as: The Investment Development - Construction Company did not prepare a land use plan; did not determine the value of geographical location advantages with leased land being urban land to calculate into the enterprise value.
In addition, the Ministry of Construction issued Decision 687/QD-BXD dated July 13, 2016 approving the value of State capital on March 13, 2008 to transfer state-owned enterprises to DIC Corp without ensuring the correct time as prescribed.
Construction Development Investment Joint Stock Corporation - DIC Corp
Regarding the determination of the value of the assets being constructions on the land, the Inspection Conclusion also pointed out that the consulting unit, Vietnam Appraisal and Valuation Joint Stock Company (VIVACO), incorrectly determined the investment capital and original price of the two constructions on the land. This led to the difference in the assessed asset value compared to the regulations of about 2.47 billion VND.
In addition, VIVACO also did not re-determine the value of 25 villas in Phuong Nam Villa Area according to the provisions of Article 19 of Decree 187/2004/ND-CP and Article 6 of Decree 17/2006/ND-CP of the Government. In addition, the company and the Ministry of Construction did not re-determine the value of land use rights of the Dai Phuoc Eco-tourism Urban Area project but used the total investment costs and investment value and project development rights to calculate into the value of the equitized enterprise, which is not in accordance with the provisions of Article 6 of Decree 17/2006/ND-CP of the Government.
In particular, in the period from determining the enterprise value to the time of converting to a joint stock company, the Investment Development - Construction Company accounted for the losses of 3 subsidiaries approved by the Ministry of Construction for settlement into the value of State capital as of March 13, 2008 for transfer to a joint stock company, not in accordance with the provisions of Clause 4, Article 21 of Decree 109/2007/ND-CP of the Government.
Need to clarify the cause and responsibility for the losses
Regarding the issue of private share issuance, the Inspection Conclusion clearly stated that the Ministry of Construction issued Document No. 2023/BXD-DMDN dated September 23, 2009 and No. 2128/BXD-DMDN dated October 2, 2009 approving the policy of issuing and offering private shares to increase charter capital, thereby directing the price of private shares to be consistent with the market price.
The Board of Directors submitted to the DIC Corp shareholders' meeting a decision on a minimum selling price of VND100,000/share and the Board of Directors offered the shares at VND100,000/share and VND102,000/share. However, the Ministry of Construction, as the owner, has not fulfilled its responsibility in directing the private offering price of shares in 2009.
Regarding the order and procedures for divestment and determining the value of shares for divestment, the Ministry of Construction approved the divestment plan at the Development and Construction Investment Company without consulting the Ministry of Finance and the Ministry of Planning and Investment, which is not in accordance with the provisions of Point b, Clause 2, Article 38 of Decree No. 91/2015/ND-CP of the Government.
The Investment Development - Construction Company also provided incomplete information, leading to the consulting unit not re-determining the land use right value at 3 land addresses including: 313,887m2 at Dai Phuoc Eco-tourism Urban Area project (Nhon Trach district, Dong Nai province); 201,703m2 at Ward 4 Commercial Residential Area project (Hau Giang province) and 421.5m2 of commercial land at 88 Tran Phu (Vung Tau city) to ensure close to the market price at the time of stock valuation.
Dai Phuoc Eco-tourism Urban Area is one of the major projects of DIC Corp.
The total amount not yet determined at market price to be included in the provisional share valuation is estimated at VND1,821/share, the estimated share price is VND14,251. However, the valuation results of the consulting unit and the trading price history on the stock market of the stock code DIG have been consulted by the Ministry of Construction. On that basis, the Ministry of Construction determined the minimum share selling price to be VND15,000, higher than the valuation price of the consulting unit (VND12,430); the matched selling price was VND19,250, higher than the price determined by the Ministry of Construction. Meanwhile, according to the provisions of law on the method of transferring State capital, the selling price of shares by the order matching method on the Stock Exchange will be decided by the market.
The inspection agency determined that the above violations were the responsibility of the leaders of the Ministry of Construction in the 2007-2009 and 2016-2017 periods, the Steering Committee for Equitization of the Investment and Development - Construction Company, VIVACO and related organizations and individuals.
Based on the inspection results, the Government Inspectorate recommends that the Prime Minister direct the Ministry of Construction to review the collective leadership of the Ministry of Construction during the 2007-2009 and 2016-2017 periods and related organizations and individuals; request individuals and organizations to remedy financial consequences; determine the causes of losses at DIC Joint Stock Company No. 1, DIC Construction Materials Joint Stock Company and DIC Tourism Joint Stock Company to take measures to handle losses that have been settled into the value of state capital at the Development Investment - Construction Company in accordance with regulations.
At the same time, clarify the responsibility in pricing the privately issued shares in 2009, as well as review and clarify the failure to re-determine the land use right value of 3 land locations during the process of appraising the price of shares for state capital divestment; re-determine the land use right value at the Dai Phuoc Eco-tourism Urban Area project (Dong Nai).
Source: https://www.congluan.vn/qua-trinh-co-phan-hoa-va-thoai-von-tai-dic-corp-co-hang-loat-sai-pham-thieu-sot-post309688.html
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