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THE PRIME
MINISTER
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No. 2100/QD-TTg
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Hanoi, December
27, 2017
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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;
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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.
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- 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:
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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.
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- 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:
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- 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.
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- 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.
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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./.
PP. PRIME
MINISTER
DEPUTY PRIME MINISTER
Vuong Dinh Hue