01/032023

EQUITIZATION AND DIVESTMENT OF STATE CAPITAL IN DIC GROUP

On February 27th, 2023, the Government Inspectorate announced the decision to inspect the observance of legal provisions in equitization and divestment of state capital in Construction Development Investment Joint Stock Corporation (DIC Group). This is a very normal activity of the Government Inspectorate in the current period, but many news agencies and newspapers have published information that confuses the community of shareholders of DIC Group. Therefore, related to this content, DIC Group considers it necessary to provide some information for shareholders to be assured, specifically as follows:



1. Equitization:

The current Construction Development Investment Joint Stock Corporation started as a Motel Ministry of Construction was established in 1990, then transformed into Construction Investment and Tourism Services Company (in 1993) and Development – Construction Investment Company (in 2001). This is a State-owned enterprise under the Ministry of Construction located in Vung Tau City, operating mainly in the field of construction, urban development and tourism service business.

Implementing the Government's policy and roadmap for arranging the renewal of State-owned enterprises, the Ministry of Construction (as the managing unit) has established a Steering Committee for equitization of the parent company of the Construction Development Investment Company under the Ministry of Construction in Decision No. 237/QD-BXD dated 06/02/2007. This is the right policy of the State because DIC is not an enterprise operating in key and essential sectors for the economy such as enterprises operating in the fields of electricity, water, petrol and defense supply,...

The DIC Equitization Steering Committee has established a Steering Committee Working Group in Decision No. 352/QD-BCĐ dated 07/03/2007. Accordingly, the members of the Steering Committee and the Working Group are mostly personnel under the Ministry of Construction, the Ministry of Finance and central agencies, DIC Group only has a capital representative to participate in the capacity of providing relevant documents and papers to serve the equitization work.

On 22/08/2007, the Steering Committee for equitization issued Document No. 430/DIC Corp-BCĐ to the Ministry of Construction on the request for appraisal and approval of the equitization plan of the Development - Construction Investment Company and on 15/10/2007, the Ministry of Construction issued Decision No. 1302/QD-BXD on approving the equitization plan of the parent company: Development - Construction Investment Company.

Next, DIC shares were first offered on 26/11/2007 on Ho Chi Minh Stock Exchange. DIC Corp registered its business for the first time on 13/03/2008 and held its first General Meeting of Shareholders on 23/02/2008. On 18/04/2014, the Ministry of Construction, Ministry of Finance, Ba Ria Vung Tau Tax Department inspected and determined the state capital handed over from the state-owned enterprise Development Investment Company – Construction to Wire Development Investment Joint Stock Corporation. In addition, the State Audit of Region IV audited at the time of its official transfer to a joint-stock company.

On 13/07/2016, the Ministry of Construction issued Decision No. 687/QD-BXD on State Capital Value at 0:00 on 13/03/2008 to hand over the state-owned enterprise: Development - Construction Investment Company to Construction Development Investment Joint Stock Corporation.

Thus, the establishment of the equitization steering committee, working group, hiring a consulting unit to determine the enterprise value as of 01/01/2007, approving the enterprise value, finalizing equitization costs, finalizing state capital at DIC Corp in accordance with the Government's policy, in accordance with the provisions of Decree No. 187/2004/ND-CP dated 16/11/2004 of the Government, Circular No. 126/2004/TT-BTC dated 24/12/2004 of the Ministry of Finance.



2. State capital divestment:

Pursuant to Resolution No. 12/NQTW dated 03/06/2017 of the XII Party Central Committee on continuing to restructure, renovate and improve the efficiency of state-owned enterprises (SOEs), it is stated that "On the basis that the value of capital, assets of the State and the value of enterprises have been fully determined, reasonably and in accordance with the provisions of law, urgently sell shares, divest capital openly and transparently, mainly through auction on the market" and at the same time "encourage and attract strategic investors to participate in buying shares and contributing capital to enterprises when equitizing, state divestment. Complete the criteria of major shareholders, strategic shareholders with sufficient financial, technological and governance capacity to restructure and develop the business"

Pursuant to Decision No. 1232/QD-TTg dated 17/08/2017 of the Prime Minister approving the list of state-owned enterprises for divestment in the period 2017-2020 and Announcement No. 147/TB-VPCP dated March 17, 03, 2017 Conclusion of Deputy Prime Minister Vuong Dinh Hue on the arrangement for renewal and restructuring of state-owned enterprises, enterprises with state contributed capital shall be represented by the Ministry of Construction in the period of 2011-2016, tasks until 2020;

According to Decision No. 1232/QD-TTg dated 17/08/2017 of the Prime Minister and Announcement No. 147/TB-VPCP dated 17/03/2017 on the conclusion of Deputy Prime Minister Vuong Dinh Hue on the arrangement for renewal and restructuring of state-owned enterprises and state-contributed enterprises represented by the Ministry of Construction, In the period of 2011-2016, the task is that by 2020, DIC Corp belongs to enterprises where the State does not need to hold capital and belongs to the group of corporations that by the end of 2018 must divest all state capital in enterprises.

In Decision No. 1232/QD-TTg dated 17/08/2017, the Prime Minister assigned: "1. Ministers, heads of ministerial-level agencies, heads of agencies attached to the Government, presidents of People's Committees of provinces and centrally-run cities shall:

a) Resolutely organize the divestment according to the schedule and rate approved in the List enclosed with this Decision in accordance with the provisions of law and take responsibility before the Government and the Prime Minister for the results of the implementation of the state capital divestment tasks under this Decision; ....;
b) Proactively base on the market situation and reality at the enterprise to accelerate the progress and increase the divestment rate compared to the approved minimum annual rate; adding more enterprises to divest earlier but need to ensure efficiency, openness and transparency;
Pursuant to the above direction in Decision No. 1232/QD-TTg dated August 17, 8, 2017 of the Prime Minister, the Ministry of Construction approved the state capital divestment plan at DIC right in 2017, earlier than the plan required for divestment in 2018 according to its competence, comply with the instructions of the Prime Minister in the divestment of state capital in enterprises with state contributed capital by the Ministry of Construction as the owner's representative in the period 2017-2020, in accordance with the Party and State's policy on promoting the restructuring of state-owned enterprises and state capital invested in other enterprises according to Resolution No. 12/NQTW of The Party Central Committee on continuing to restructure, renovate and improve the efficiency of state-owned enterprises (SOEs) and Decision No. 58/2016/QD-TTg dated December 28, 12, 2016 of the Prime Minister on criteria for classification of state-owned enterprises, state-owned enterprises and the list of state-owned enterprises implementing the arrangement for the period 2016-2020.

On 28/11/2017, the Ministry of Construction divested the State capital in DIC Corp, DIG shares were sold by order matching method on the Ho Chi Minh City Stock Exchange, the proceeds from divestment were deposited into the Cooperative Fund and Rural Development Fund.

On 26/12/2017, the Ministry of Construction issued Document No. 39/BXD-QLDN approving the results of state divestment at DIC, confirming that the amount of DIC paid to the Arrangement and Rural Development Support Fund was VND 2,274,496,752,798 at the expenditure mandate dated 14/12/2017 of MB Securities JSC in accordance with regulations. On 06/01/2018, DIC held an extraordinary AGM, the Ministry of Construction officially ceased to be a shareholder in DIC.



3. Regarding the inspection and examination of equitization and state capital divestment:

Implement Decision No. 1023/QD-KTNN dated 17/09/2008 of the State Auditor General on the audit of the state budget, money and state assets in 2007 of Ba Ria – Vung Tau province and the audit plan. The State Audit Team in Ba Ria – Vung Tau province audited DIC's 2007 financial statements (DIC's 2007 financial statement period starts from 01/01/2007 to 12/03/2008). Thus, during the period of equitization of enterprises at DIC, the State Audit audited the financial statements.

Next, the Government Inspectorate also organized an inspection of the observance of the law on management of capital and asset use at Song Da Group, DIC is a member unit of Song Da Group in Decision No. 423/QD-TTCP dated 10/03/2011 and issued the Inspection Conclusion No. 343/KL-TTCP on 23/02/2012.

In addition, the ministries have guided and commented on a number of contents in the inspection conclusion of the Government Inspectorate No. 343/KL-TTCP such as: Document No. 232/BTC-CĐKT dated January 10, 01/2011 of the Ministry of Finance on guidance on revenue recognition policy; Document No. 13224/BTC-TCDN dated 01/10/2012 v/v commenting on some contents in the inspection conclusion of the Government Inspectorate; Document No. 18196/BTC-TCDN dated 30/12/2013 of the Ministry of Finance to the Ministry of Construction v/v to comment on the supplementary draft report on post-inspection processing results at DIC Joint Stock Corporation.

Report No. 2524/BC-TTCP dated 09/10/2017 of the Government Inspectorate v/v the results of the implementation of the inspection conclusion on the observance of the provisions of law on management of capital and asset use at Song Da Group and some member units.

Document No. 2659/BXD-KHTC dated 08/11/2017 of the Ministry of Construction v/v reporting the results of handling the Inspection Conclusion No. 343/KL-TTCP of the Government Inspectorate at DIC Corporation.

Following the instructions of the Central Internal Affairs Department, the Government Inspectorate, the Ministry of Public Security and the Supreme Institute of Public Security, the Police Investigation Agency – Ministry of Public Security investigated and verified and clarified the recommendations according to the Inspection Conclusion No. 343/KL-TTCP.

Thus, contents related to the equitization and divestment of State capital in enterprises have been inspected and audited,... and has been inspected, guided, consulted as well as investigated by state management agencies such as the Ministry of Finance, the Ministry of Construction, and the Government Inspectorate concluded that DIC complied with regulations and reported to the Prime Minister.

Currently, the State is advocating to review all activities related to the equitization and divestment of State capital in former State-owned enterprises, so not only DIC but many enterprises are subject to inspection by the Government Inspectorate, review. This is a regular activity of the Government Inspectorate as well as state management agencies, especially in the current period.

However, through the summary of the above-mentioned implementation process, it can be seen that the equitization and divestment of State capital in Construction Development Investment Joint Stock Corporation has been implemented in accordance with the provisions of law, has undergone many inspections, audits, inspections, etc ... and came to a conclusion. During the above-mentioned inspection processes, enterprises still operate normally, well implement the set production and business plans. Currently, the Board of Directors of DIC is also making maximum efforts to bring the business through this difficult period, and based on the fact of the land fund and the current status of investment implementation in projects, the Board of Directors has approved the business plan in 2023 with relatively positive numbers and held the Launching Ceremony at the beginning of the year as well as many closely directed, assigned specific tasks to each Department, Department, Division and Management Board to strive to complete the set plan. Therefore, Construction Development Investment Joint Stock Corporation hopes that shareholders will be calm in the current information disturbance situation, feel secure and continue to accompany the business as in the past time.



Best regard.
 

CHAIRMAN
 
Nguyen Thien Tuan

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