Quyết định 562/QĐ-TTg 2016 về cổ phần hóa Công ty mẹ - Tổng công ty Máy động lực Việt Nam

THE PRIME MINISTER

DecisionNo. 562/QD-TTg dated April 05, 2016 of the Prime Minister approving plan for equitization of parent company – Viet Nam Engine and Agricultural machinery corporation

Pursuant to the Law on organization of the government dated June 19, 2015;

Pursuant to the Law onenterprisesdatedNovember 26, 2014;

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

Pursuant to the Government’s Decree No.189/2013/ND-CPdated November 20, 2013 amending and supplementing a number of articles of the Decree No. 59/2011/ND-CP on transformation of wholly state-owned enterprises into joint-stock companies;

Pursuant toDecision No.929/QD-TTgdated July 17, 2012 by the Prime Minister on approval of scheme "Restructuring of State-owned enterprises, focusing on economic groups and State-owned corporations period 2011 - 2015";

In consideration of the request of Minister of Industry and Trade,

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 MáyĐộng lực và Máy nông nghiệp Việt Nam-CTCP”.

b) Form of enterprise: Joint-stock Company

c) International tradingname:VIET NAM ENGINE AND AGRICULTURAL 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. 62800802

g)Fax: 04. 628008092.

2.Viet Nam Engineand Agricultural 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 ofViet Nam Engineand Agricultural Machinery Corporation– Joint-stock Company in conformity with the Law on enterprises and relevant laws.

Viet Nam Engineand Agricultural Machinery Corporation– Joint-stock Company shall inherit rights, obligations and lawful benefits fromViet Nam Engineand Agricultural Machinery Corporationbefore it is transformed, be entitled to carry out existing business sectors/industries and other business activitiesin conformity with the laws.

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: VND13,288,000,000,000(Thirteen thousand two hundred eighty-eight billion dongs), equivalent to1,328,800,000shares.

b) Structure of the charter capital:

Total shares:1,328,800,000shares,face valueper share: VND 10,000. In which:

-Shares held by the State:677,688,000shares, 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 ofthe Government’s Decree No. 59/2011/ND-CP dated July 18, 2011:3,593,400shares.

+ Sharesadditionally purchased at discounted price as regulatedin Clause2Article 48 of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011: 2,075,700 shares.

- Sharessold to strategic investors: 478,368,000 shares, taking up 36.00% of the charter capital.

-Shares sold outside the enterprise via auctions:167,074,900shares, taking up 12.57% of the charter capital.

5. The Prime Minister authorizes the Minister of Industry and Tradeto 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 fromViet Nam Engineand Agricultural 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 inthe Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of whollyState-owned enterprises into joint-stock companiesand relevant laws. The criteria forselecting strategic investors must include conditions to bindstrategic 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 Engineand Agricultural Machinery Corporation– Joint-stock Company shall enter into land lease agreement with the Government and make payment ofland rentsand 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 employeeswho are assigned to work at the joint-stock company: 3,106 persons.

- Total employeeswho leave their employmentat the time of announcing the enterprise’s value: 38 persons.

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 provisions

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 ofViet Nam Engine and Agricultural Machinery Corporation – Joint-stock Companyon 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-DMDNdated November 18, 2015 of theOffice 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-PTDNdated 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 2Article 48 of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011; Execute the transformation ofViet Nam Engineand Agricultural Machinery Corporationinto a Joint-stock Company in conformity with the law.

-Appoint representative of owners of State capital inViet Nam Engineand Agricultural Machinery Corporation- Joint-stock Company.

2.Ministry of Planning and Investment shall instruct and guide the execution of business registration by VEAM.

3.The VEAM’s Board of Members shall be responsible for managingViet Nam Engineand Agricultural Machinery Corporationuntil the transfer of assets, capital, employees and land toViet Nam Engine and Agricultural Machinery Corporation – Joint-stock Companyis completed.

Article 3.This Decision takes effect on the signing date.

Minister of Industry and Trade, Minister of Finance, Minister of Planning and Investment, Minister of Labor Invalids and Social affairs, heads of relevant agencies, the Equitization Steering Board and the Board of Members ofViet Nam Engineand Agricultural Machinery Corporationshall implement this Decision./.

For the Prime Minister

The Deputy Prime Minister

Vu Van Ninh