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THE PRIME
MINISTER
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.: 562/QD-TTg
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Hanoi,
April 05, 2016
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DECISION
APPROVING PLAN FOR
EQUITIZATION OF PARENT COMPANY - VIETNAM ENGINE AND AGRICULTURAL MACHINERY
CORPORATION
THE PRIME MINISTER
Pursuant to the Law on organization of the
government dated June 19, 2015;
Pursuant to the Law on enterprises dated November 26, 2014;
Pursuant to the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011
on transformation 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 a number of articles of the Government’s
Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly
state-owned enterprises into joint-stock companies;
Pursuant to Decision No. 929/QD-TTg dated July 17, 2012 by the Prime Minister on
approving the "Restructuring of state enterprises, focusing on economic
groups and state-owned corporations during 2011 – 2015” Scheme;
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DECIDES:
Article 1. The Plan for equitization of
Parent Company - Vietnam Engine and Agricultural Machinery Corporation
(hereinafter referred to as “VEAM”) is approved hereto in conformity with the
following contents:
1. Name and head office:
a) Name in Vietnamese Language: “Tổng
công ty Máy Dộng lực và Máy nông nghiệp Việt Nam – CTCP”.
b) Form of enterprise: Joint-stock Company
c) International trading name:
VIET NAM ENGINE AND ARGRICULTURAL MACHINERY CORPORATION;
d) Abbreviated name: VEAM;
dd) Head office’s address: Lot D, Quarter D1, Phu
Thuong Ward, Tay Ho District, Hanoi
e) Telephone: 04. 62800802g) Fax: 04. 628008092. Viet Nam Engine and Argricultural Machinery Corporation –
Joint-stock Company has obtained the legal status in accordance with the law of
Vietnam as of the issued date of Business registration certificate, has its own
seal and accounts opened at the banks in conformity with the laws, has the
organizational structure and operations carried out under the Charter of Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company in conformity with
the Law on enterprises and relevant laws.
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3. Form of equitization:
Combination of transfer of a portion of state-owned capital and issuance of new
shares in order to increase the charter capital.
4. Charter capital and
structure of shares in initial public offering:
a) Charter capital: VND 13,288,000,000,000
(Thirteen thousand two hundred eighty-eight billion dongs), equivalent to 1,328,800,000 shares.
b) Structure of the charter capital:
Total shares: 1,328,800,000
shares, face value per share: VND 10,000. In which:
- Shares held by the State: 677,688,000 shares,
taking up 51% of the charter capital.
- Shares
sold to employees at discounted price: 5,669,100 shares, taking up 0.43% of the charter
capital. Where:
+ Shares purchased at discounted price as regulated
in Clause 1 Article 48 of the Government’s Decree No.
59/2011/ND-CP dated July 18, 2011: 3,593,400 shares.
+ Shares additionally
purchased at discounted price as regulated in Clause 2 Article 48 of the Government’s Decree No. 59/2011/ND-CP dated July 18,
2011: 2,075,700 shares.
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- Shares sold outside the
enterprise via auctions: 167,074,900 shares, taking up 12.57% of the charter capital.
5. The Prime Minister authorizes the
Minister of Industry and Trade to decide the starting price of the
initial public offering of shares and assume responsibility thereof in
conformity with current laws and actual situation of the enterprise. The
initial public offering of shares shall be conducted via auctions in Hanoi
Stock Exchange.
6. In the short term, Ministry
of Industry and Trade is assigned to represent owners of state capital invested
in VEAM after it is equitized; prepare plan for disinvestment of state capital
from Viet Nam Engine and
Argricultural Machinery Corporation – Joint-stock
Company to under the governing level and such disinvestment must be completed
within 2016-2018.
7. Selection of strategic
investors:
The Prime Minister authorizes the Minister of
Industry and Trade to establish criteria for selecting strategic investors and
make decision thereof in conformity with regulations in the
Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of
wholly state-owned enterprises into joint-stock companies and relevant
laws. The criteria for selecting strategic investors must include
conditions to bind strategic investors to form strong attachment to VEAM
after it is equitized and the selection of strategic investors shall be carried
out after completing the initial public offering.
8. Viet Nam
Engine and Argricultural Machinery
Corporation – Joint-stock Company shall enter into
land lease agreement with the Government and make payment of land
rents and taxes for exchange of land-use rights in conformity with the
law on land management and use.
9. Personnel plan:
- Total employees at the time
of announcing the enterprise’s value: 3,144 persons.
- Total employees who are
assigned to work at the joint-stock company: 3,106 persons.
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10. Equitization costs:
Ministry of Industry and Trade is authorized to
approve estimate of equitization costs; VEAM shall decide and bear
responsibility for expenses actually arisen and necessary for conducting the
equitization in conformity with prevailing laws.
Article 2. Implementation
1. Ministry of Industry and
Trade shall discharge the following duties:
- Decide contents mentioned in
Clause 5, Clause 6, Clause 7 and Clause 10 Article 1 of this Decision.
- Instruct VEAM to organize
the sale of shares to the public. Carry out the listing of stocks of Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock
Company on the stock market when all requirements thereof have been
satisfied in conformity with prevailing laws and regulations.
- Instruct VEAM to announce
sufficient information of the equitized enterprise, including guidelines by the
Prime Minister on settlement of issues regarding finance, land and property,
etc. during the valuation of assets of VEAM (at the Official Dispatch No. 9816/VPCP-DMDN dated November 18, 2015 of the Office
of the Government) and other contents approved by the Prime Minister
hereto; separate value of Yen Thanh Cassava Starch Processing Factory
(hereinafter referred to as the Factory) from the value of VEAM in the course
of equitization and hand over such factory at its existing conditions to the
Research Institute of Agricultural Machinery (RIAM) to serve the purpose of
RIAM’s agricultural machinery testing, design and manufacturing as requested by
Ministry of Planning and Investment (at the Official Dispatch No. 10002/BKHDT-PTDN dated November 12, 2015), and implement
policies on selling shares at discounted price to employees working at this
Factory in conformity with regulations in Clause 1 and Clause 2 Article
48 of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011;
Execute the transformation of Viet Nam
Engine and Argricultural Machinery
Corporation into a Joint-stock Company in conformity with the law.
- Appoint representative of
owners of state capital in Viet Nam Engine and Argricultural Machinery Corporation -
Joint-stock Company.
2. Ministry of Planning and
Investment shall instruct and guide the execution of business registration by
VEAM.
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Article 3. This Decision comes into force
from the date on which it is signed.
Minister of Industry and Trade, Minister of
Finance, Minister of Planning and Investment, Minister of Labour – Invalids and
Social Affairs, heads of relevant agencies, the Equitization Steering Board and
the Board of Members of Viet Nam Engine and Argricultural Machinery Corporation shall
implement this Decision./.
PP PRIME
MINISTER
DEPUTY PRIME MINISTER
Vu Van Ninh