Decision No. 2100/QD-TTg dated December 27, 2017 on approval for equitization of parent company Power Generation Joint Stock Corporation 3 (affiliated to EVN)

DECISION

ON APPROVAL FOR EQUITIZATION OF PARENT COMPANY POWER GENERATION JOINT STOCK CORPORATION 3 (AFFILIATED TO EVN)

THE PRIME MINISTER

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Law on Enterprise dated November 26, 2014;

Pursuant to the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on conversion of wholly-state-owned enterprises into joint-stock companies;

Pursuant to the Government’s Decree No. 189/2013/ND-CP dated November 20, 2013 on amendments to Decree No. 59/2011/ND-CP dated July 18, 2011 on conversion of wholly-state-owned enterprises into joint-stock companies;

Pursuant to the Government’s Decree No. 116/2015/ND-CP dated November 11, 2015 on amendments to Decree No. 59/2011/ND-CP dated July 18, 2011 on conversion of wholly-state-owned enterprises into joint-stock companies;

Pursuant to Decision No. 707/QD-TTg dated May 25, 2017 of the Prime Minister on approval for the scheme for "restructuring of state-owned enterprises, focusing on economic groups and state-owned general companies for the period 2016 to 2020;

Pursuant to Decision No. 58/2016/QĐ-TTg dated December 28, 2016 of the Prime Minister on criteria for classifying state-owned enterprises, state-capitalized enterprises and the list of state-owned enterprises to be restructured for the period 2016 to 2020;

Pursuant to Decision No. 852/2017/QD-TTg dated June 14, 2017 of the Prime Minister on approval for the scheme for restructuring enterprises affiliated to EVN for the period 2016 to 2020;

At the request of the Minister of Industry and Trade,

HEREBY DECIDES:

Article 1. To approve the plan for equitization of parent company – POWER GENERATION JOINT STOCK CORPORATION 3 as follows:

1. Name and headquarters:

- Full name in Vietnamese: Tổng công ty Phát điện 3 - Công ty cổ phần.

- Type of business entity: joint-stock company.

- Business name in Vietnamese: Tổng công ty Phát điện 3.

- Business name in English: POWER GENERATION JOINT STOCK CORPORATION 3.

- Abbreviated name: EVNGENCO 3.

- Address of headquarters: Industrial zone Phu My 1, Phu My Town, Tan Thanh District, Ba Ria Vung Tau Province.

2. Upon completion of equitization, EVNGENCO 3 (joint-stock company) has legal status in accordance with Vietnam’s laws and regulations after being issued with an enterprise registration certificate; has a separate seal and has a bank account as per the law; operate in conformity with its charter and in accordance with the Law on Enterprise and relevant law provisions.

EVNGENCO 3 (joint-stock company) will inherits rights, obligations and legitimate interests of EVNGENCO 3 before conversion; resume carrying on business lines being conducted by EVNGENCO 3 and other business lines as per the law.

3. Method of equitization: Keeping existing state capital unchanged and issuing additional stocks to increase charter capital.

The holding company - EVNGENCO 3, when determining the amount of charter capital of joint stock company in the equitization plan, is not required to adjust accounting records according to the results of valuation of enterprise and use such value to determine starting price when conducting initial offering.

4. Charter capital and proportion of shares to be issued initially:

a) Charter capital: VND 20,809,000,000,000 (Twenty trillion, eight hundred and nine billion).

b) Proportion of charter capital:

- EVN holds 1,061,300,000 shares, accounting for 51% of charter capital.

EVN holds 51% of charter capital of EVNGENCO 3 (joint-stock company) by the end of 2019.

From 2020, if EVN and EVNGENCO 3 (joint-stock company) restructure debts and negotiate with credit institutions successfully, EVN shall consider reducing its shareholding in EVNGENCO 3 (joint-stock company) to fewer than 50% of charter capital (below the controlling rate).

- Shares to be sold to employees at discounted prices in greater quantity prescribed in Clause 2 Article 48 of the Decree No. 59/2011/ND-CP are 1,544,300, accounting for 0.0742% of charter capital.

- Shares to be sold to employees at discounted prices in greater quantity prescribed in Clause 2 Article 48 of the Decree No. 59/2011/ND-CP are 1,879,800, accounting for 0.0903% of charter capital.

- Shares to be sold at public auctions are 267,051,900, accounting for 12.8355% of charter capital.

- Shares to be sold to strategic investors are 749,124,000, accounting for 36% of charter capital.

- Face value of a share is VND 10,000.

5. Public offering:

- Starting price: VND 24,600 per share.

- Type of offering: Public auction.

- Shares to be sold at the Stock Exchange of Ho Chi Minh City.

- Auction place: 16 Vo Van Kiet, District 1, Ho Chi Minh City.

- Time limit:  A period of 3 months from the date on which the plan for equitization is approved as prescribed without requirement for re-valuing enterprise.

6. Offering to strategic investors:

a) Criteria for selecting strategic investors:

b) b) Prices of offering to strategic investors:

- Prices of offering to strategic investors are determined as prescribed in laws and regulations in force.

- If the shares are offered to strategic investors when the Government's Decree No. 126/2017/ND-CP dated November 16, 2017 on conversion of state-owned enterprises and single-member limited liability companies of which state-owned enterprises wholly holding charter capital into joint-stock companies is in force, such Decree shall prevail.

c) Procedures and time limit for offering to strategic investors:

- Offering to strategic investors shall be provided after the completion of public auction.

- Time limit is within the period prescribed in the Decree No. 59/2011/ND_CP dated July 18, 2011 of the Government. If the offering to strategic investors cannot be completed within 3 months as prescribed, the Ministry of Industry and Trade shall report on the uncompleted offering to the Prime Minister for consideration.

- If the offering to strategic investors is conducted through auction, it shall be held at the Stock Exchange of Ho Chi Minh City.

d) Authorize EVN to seek for partners, initiate the negotiation with strategic investors according to the approved equitization plan and relevant regulations, send a report on offering results to the Minister of Trade; the Minister of Trade shall then forward it to the Prime Minister as prescribed.

7. EVNGENCO 3 (joint-stock company) will apply for land transfer or land lease from the state and pay land levies or land rents as prescribed in laws and regulations on management and use of land.

8. Personnel transfer plan:

- Total employees at the time of announcing enterprise’s value: 2,478.

- Employees to be transferred to the joint-stock company: 2,478.

9. Expenses associated with equitization:

- If the offering to strategic investors is conducted through an auction held at the Stock Exchange of Ho Chi Minh City, the costs relating to the auction shall be included in the expenses associated with equitization.

- The Ministry of Industry and Trade shall approve the statement of expenses associated with equitization; EVN and EVNGENCO 3 shall decide and incur expenditures as deemed necessary for equitization as per the law in force.

- The expense associated with valuation of single-member Thu Duc Thermal Power Station Co., Ltd shall not be included in the expense associated with equitization of EVNGENCO 3.

10. Single-member Thu Duc Thermal Power Station Co., Ltd

Transfer single-member Thu Duc Thermal Power Station Co., Ltd from EVNGENCO 3 to EVN.

Article 2. Implementation

1. The Ministry of Industry and Trade:

- Decide matters prescribed in Point a Clause 6, Clause 9, Clause 10 Article 1 of this Decision.

- Direct EVN and EVNGENCO 3 to announce information about the EVNGENCO 3 (joint-stock company); initiate offering within 3 months from the signing of this Decision without any requirement for re-valuing the enterprise.

- Supervise the equitization at PV POWER, report on any difficulties arising ultra vires to the Prime Minister for consideration.

2. The Ministry of Planning and Investment shall provide guidelines for enterprise registration of EVNGENCO 3.

3. The Ministry of Finance provides guidelines for expenses associated with consulting valuation of single-member Thu Duc Thermal Power Station Co., Co., Ltd.

4. Board of members of EVN shall manage EVNGENCO 3 until the completed taking over of assets, capital, personnel, and land to EVNGENCO 3 (joint-stock company).

5. The Ministry of Industry and Trade, EVN and EVNGENCO 3 must abide by the audit of enterprise-valuing advice results and deal with fiscal matters prior to official disclosure of value of the holding company - EVNGENCO 3 until it officially becomes a joint-stock company as per the law.

Article 3. This Decision comes into force on the date of its signature.

Minister of Trade, Minister of Finance, Minister of Natural Resources and Environment, Minister of Planning and Investment, Minister of Labor, War Invalids and Social Affairs, Minister of Home Affairs, heads of relevant agencies, EVN, Steering committee of equitization and Board of members of EVNGENCO 3 shall implement this Decision./.