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THE
PRIME MINISTER
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No.
1977/QD-TTg
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Hanoi,
December 8, 2017
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DECISION
ON
APPROVAL FOR EQUITIZATION PLAN OF HOLDING COMPANY - PETROVIETNAM POWER
CORPORATION (AFFILIATED TO VIETNAM NATIONAL OIL AND GAS GROUP - PETROVIETNAM)
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 100%-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 100%-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 100%-state-owned enterprises
into joint-stock companies;
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Pursuant to Decision No.
58/2016/QD-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;
At the request of the Minister
of Industry and Trade,
HEREBY DECIDES:
Article 1. To approve the
plan for equitization of holding company – PetroVietnam Power Corporation as
follows:
1. Name and headquarters
- Full name in Vietnamese: “Tổng
công ty Điện lực Dầu khí Việt Nam - Công ty cổ phần.”
- Type of business entity:
joint-stock company.
- Business name in Vietnamese:
“Tổng công ty Điện lực Dầu khí Việt Nam.”
- Business name in English:
PETROVIETNAM POWER CORPORATION.
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- Address of headquarters: Floors 8
and 9, Vietnam Petroleum Institute Building, 167 Trung Kinh, Yen Hoa, Cau Giay,
Hanoi.
2. Upon completion of equitization,
PV POWER (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 may open a bank account as per the law;
and operate in conformity with its charter and in accordance with the Law on
Enterprise and relevant law provisions.
PV POWER (joint-stock company) will
inherits rights, obligations and legitimate interests of PV POWER before
conversion; and resume carrying on business lines being conducted by PV POWER
and other business lines as per the law.
3. Method of equitization: Selling
a part of state-owned stakes at PV POWER0}
4. Charter capital and proportion
of shares in initial offering
a) Charter capital: VND
23,418,716,000,000 (Twenty-three trillion, four hundred eighteen billion, seven
hundred sixteen million Vietnam dong).
b) Proportion of charter capital:
- PetroVietnam holds 1,194,354,516
shares, accounting for 51% of charter capital.
PetroVietnam holds 51% of charter
capital of PV POWER (joint-stock company) by the end of 2025.
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- Shares to be sold to employees at
discounted prices prescribed in Clause 1 Article 48 of the Decree No.
59/2011/ND-CP are 1,005,100, accounting for 0.043% 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 1,752,300, accounting for 0.075% of charter
capital.
- Shares to be sold at public
auctions are 468,374,320, accounting for 20% of charter capital.
- Shares to be sold to strategic
investors are 676,385,364, accounting for 28,882% of charter capital.
- Face value of a share is VND
10,000.
5. Public offering
- Starting price: VND 14,400 per
share.
- Type of offering: Public auction.
- Financial institution acting as
offering advisor: Stock Exchange of Hanoi City.
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- Time limit: A period of 3
months from the date on which the plan for equitization is approved as
prescribed without any requirement for re-valuing enterprise.
6. Offering to strategic investors
a) Criteria for selecting strategic
investors
- A domestic or foreign investor
which has sound financial situation and profits for the last 2 years since the
registration for share purchase and has not incurred cumulative losses.
- It has committed in writing to
share long-term benefits with the PV POWER, assist PV POWER in one or a number
of business lines provided by PV POWER.
- It has committed not to assign
their shares within at least 5 years from the date on which the PV POWER is
issued with an initial enterprise registration certificate in accordance with
Law on Enterprises. If it wishes to assign the aforementioned shares ahead of
the above period, it must obtain the ratification of the General Meeting of
Shareholders according to Charter of organization and operation of PV POWER
(joint-stock company).
- Preferred investor to be
selected: an investor having experience in the sector of energy or engineering
relating to electric-business (electricity generation, coal supply, LNG fuel
supply, maintenance, EPC, OEM, etc.) or an investor having capacity to financial
arrangements and assist PV POWER to arrange capital funds for electricity
projects to be initiated.
- Preferred investor to be
selected: an investor committed to vote for receipt of power plants built by
PetroVietnam (if any) for PV POWER in a form as per the law at the time of
receipt.
- Make a compensation payment for
any breach of commitment, being determined according to actual damage and the
state’s right to dispose of total number of shares bought by the strategic
investor in breach of the commitment.
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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) Time limit for offering to
strategic investors
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.
d) Authorize PetroVietnam 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. PV POWER (joint-stock company)
will apply for land lease from the state and pay land rents as prescribed in
laws and regulations on land management and use.
8. Personnel transfer plan
- Total employees at the time of
announcing enterprise’s value: 1,181.
- Employees to be transferred to
the joint-stock company: 1,181.
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The Ministry of Industry and Trade
shall approve the statement of expenses associated with equitization;
PetroVietnam and PV POWER shall decide and incur expenditures as deemed
necessary for equitization as per the law in force.
Article 2. Implementation
1. The Ministry of Industry and
Trade
- Decide matters prescribed in
Clause 9 Article 1 of this Decision.
- Direct PetroVietnam and PV POWER
to announce information about the PV POWER (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 PV POWER
(joint-stock company).
3. Board of members of PetroVietnam
shall manage PV POWER until the completed taking over of assets, capital,
personnel, and land to PV POWER (joint-stock company).
4. The Ministry of Industry and
Trade, PetroVietnam and PV POWER must abide by the audit of enterprise-valuing
advice results and deal with fiscal matters from prior to official disclosure
of value of the PV POWER until it officially becomes a joint-stock company as
per the law.
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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, PetroVietnam, Steering committee of
equitization and Board of members of PV POWER shall implement this Decision./.
PP.
PRIME MINISTER
DEPUTY PRIME MINISTER
Vuong Dinh Hue