EQUITIZATION STEERING COMMITTEE OF PARENT COMPANY … · VIET NAM MACHINERY INSTALLATION...

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EQUITIZATION STEERING COMMITTEE OF PARENT COMPANY VIETNAM MACHINERY INSTALLATION CORPORATION AND VIETNAM MACHINERY INSTALLATION CORPORATION RECOMMEND THAT INVESTORS SHOULD CAREFULLY READ THE INFORMATION HEREIN AND THE AUCTION REGULATION BEFORE PARTICIPATING IN THE AUCTION IPO ORGANISER HANOI STOCK EXCHANGE Address: 2 Phan Chu Trinh, Hoan Kiem, Ha Noi Tel: (84.4) 3941 2626 Fax: (84.4) 3934 7818 IPO ISSUER VIET NAM MACHINERY INSTALLATION CORPORATION ONE MEMBER COMPANY LIMITED Address: 124 Minh Khai, Hai Ba Trung district, Ha Noi Tel: (84.4) 3863 7747 Fax: (84.4) 3863 8104 IPO ADVISER SAI GON HA NOI SECURITIES JOINT STOCK COMPANY Headquarters: Floor 3, Trade Union Center, 1 Yet Kieu, Ha Noi Tel: (84-4) 3818 1888 Fax: (84-4) 3818 1688 October 2015

Transcript of EQUITIZATION STEERING COMMITTEE OF PARENT COMPANY … · VIET NAM MACHINERY INSTALLATION...

Page 1: EQUITIZATION STEERING COMMITTEE OF PARENT COMPANY … · VIET NAM MACHINERY INSTALLATION CORPORATION INFORMATION DISCLOSURE IPO Adviser: SAI GON – HA NOI SECURITIES JOINT STOCK

EQUITIZATION STEERING COMMITTEE OF PARENT COMPANY – VIETNAM MACHINERY

INSTALLATION CORPORATION AND VIETNAM MACHINERY INSTALLATION CORPORATION

RECOMMEND THAT INVESTORS SHOULD CAREFULLY READ THE INFORMATION HEREIN AND

THE AUCTION REGULATION BEFORE PARTICIPATING IN THE AUCTION

IPO ORGANISER

HANOI STOCK EXCHANGE

Address: 2 Phan Chu Trinh, Hoan Kiem, Ha Noi

Tel: (84.4) 3941 2626 Fax: (84.4) 3934 7818

IPO ISSUER

VIET NAM MACHINERY INSTALLATION CORPORATION –

ONE MEMBER COMPANY LIMITED

Address: 124 Minh Khai, Hai Ba Trung district, Ha Noi

Tel: (84.4) 3863 7747 Fax: (84.4) 3863 8104

IPO ADVISER

SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY

Headquarters: Floor 3, Trade Union Center, 1 Yet Kieu, Ha Noi

Tel: (84-4) 3818 1888 Fax: (84-4) 3818 1688

October 2015

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TABLE OF CONTENT

I. INITIAL PUBLIC OFFERING INFORMATION .......................................................... 4

1. IPO Issuer ........................................................................................................................... 4

2. Shares offered for auction ................................................................................................... 4

3. Information disclosure on organizing of share purchase registration ................................. 5

4. Organize the auction, shares purchase payment and deposit redemption .......................... 6

5. IPO Adviser: ....................................................................................................................... 7

II. LEGAL BASIS FOR THE OFFERING ............................................................................ 7

III. PERSONS RESPONSIBLE FOR THE INFORMATION DISCLOSURE CONTENT

.............................................................................................................................................. 9

IV. DEFINITIONS AND ABBREVIATIONS USED IN THE INFORMATION

DISCLOSURE ............................................................................................................................ 10

V. INFORMATION OF EQUITIZED ENTERPRSE ........................................................ 11

1. General Information of the Equitized Enterprise ............................................................. 11

2. Organization structure of LILAMA ................................................................................. 15

3. Main lines of business and product: ................................................................................. 17

4. Past and present typical projects ....................................................................................... 22

5. Employment Situation ...................................................................................................... 24

6. Enterprise value at the time of 01/07/2015 ....................................................................... 25

7. Enterprise main assets ...................................................................................................... 27

8. List of equitized enterprise’s subsidiaries, Affiliates and financial investment ............... 33

9. Business situation and performance of 3 years prior equitization .................................... 36

10. LILAMA position in the market compare with its competitors ....................................... 53

VI. BUSINESS ACTIVITIES AFTER EQUITIZATION.................................................... 55

1. Joint stock company name, lines of business ................................................................... 55

2. Joint stock company structure .......................................................................................... 56

3. Business operation plan after equitization ........................................................................ 59

4. Charter capital and Joint Stock Company charter capital structure .................................. 67

VII. SALE METHOD AND SHARE PURCHASE PAYMENT ........................................... 68

1. Sale method ...................................................................................................................... 68

2. Payment method and deadline .......................................................................................... 69

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VIII. PLAN FOR THE USE OF PROCEEDS COLLECTED FROM EQUITIZATION . 69

1. Expected proceeds collect from the equitizaiton .............................................................. 69

2. Plan for dealing with the proceeds collected from the equitization ................................. 70

IX. PLAN TO PARTICIPATE IN THE STOCK MARKET .............................................. 70

X. RISK FACTORS AFFECT TO THE ISSUER BUSINESS PERFORMANCE .......... 71

1. Economic risks ................................................................................................................. 71

2. Legal risk .......................................................................................................................... 72

3. Business typical risk ......................................................................................................... 73

4. Risk of the offering ........................................................................................................... 74

5. Other risks......................................................................................................................... 74

XI. CONCLUSION .................................................................................................................... 75

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I. INITIAL PUBLIC OFFERING INFORMATION

1. IPO Issuer

- Company name in Vietnamese : Tổng công ty lắp máy Việt Nam – Công ty

TNHH một thành viên

- English name : Vietnam Machinery Installation

Corporation – One member Company

Limited

- Address : No. 124 Minh Khai, Minh Khai ward, Hai Ba

Trung district, Hanoi city

- Tel : 043.863 7747

- Fax : 043. 863 8104

- Estimated Joint Stock Company

charter capital after equitizaion : 1.500.000.000.000 VND

- Par value : 10.000 VND/share

- Total number of shares : 150.000.000 shares

In which

State owned (*) : 76.500.000 shares, occupy 51% charter capital

Shares offered to employee

at a discount : 2.399.500 shares, occupy 1,60% charter capital

Shares owned by investors

through auction : 35.550.250 shares, occupy 23,70% charter capital

Strategic investor(s) owned : 35.550.250 shares, occupy 23,70% charter capital

(*)State owned proportion will be reduced to 40% in 2017 (as scheduled)

2. Shares offered for auction

- Number of shares offering : 35.550.250 shares, occupy 23,70% charter capital

- Type of stock : Common stock

- Offering method : Initial Public Offering of 100% State owned

corporation that is equitized through auction

- Auction method :

Under the provisions of “Regulation for Initial

Public Offering through auction of Vietnam

Machinery Installation Corporation – One

member Company Limited” issued by Hanoi

Stock Exchange

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- Starting price : 10.300 VND/share

- Deposit : Equals to 10% value of total share registered to

purchase calculated in par value

- Minimum bidding volume : 100 shares

- Maximum bidding volume : 35.550.250 shares

3. Information disclosure on organizing of share purchase registration

3.1. Location provides the IPO Information Disclosure copy, receives registration form

and money deposit, provides and receives auction participation form:

In auction agencies as stated in “Regulation for Initial Public Offering through auction

of Vietnam Machinery Installation Corporation – One member Company Limited”

issued by Hanoi Stock Exchange (abbreviated as Auction Regulation)

3.2. Time to submit the auction participating registration, money deposit and receive

auction form:

According to the time as stated in the Auction Regulation

3.3. Conditions to register for auction participation:

- Having the registration for participation in regulated form and is submitted on regulated

time.

- Paying the full deposit of 10% value of total share registered to purchase calculated in

par value during the regulated time for registration.

- Ensure that all the conditions for investment and auctioning participation are in

accordance with provisions of:

Decree No. 59/2011/NĐ-CP dated 18/07/2011 of the Government on

“transformation of the 100% State – owned enterprises into the Joint stock

companies”;

Circular No. 196/2011/TT-BTC dated 26/12/2011 of the Ministry of Finance on the

guidance for initial sale of share, management and use of the proceeds from the

equitization of 100% State owned enterprises transform into Joint stock companies;

Other related legal documents.

- Having other related documents as listed below:

For native individuals:

Presenting Identity card, valid Identification document details for checking

process;

Declaring the detailed, exact and clear address.

For domestic organizations:

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If the legal representative does not directly make the registration, it is required to

have valid power of attorney issued or signed by the legal representative of the

corporation to the participant. The participant then must present ID card or valid

identity papers when he registers for and participates in the auction.

Valid notarized copies of documents that demonstrate the legal status of the

organization such as business registration certificate, decision of foundation, etc.

For foreign individuals and organizations:

Copy of ID/ passport; Vietnamese ID card (in case of giving authorization to

participate to a Vietnamese);

Valid power of attorney (if any);

Present account-opening paper at an organization, which provides payment

service and are operating in Vietnam.

For organization: Beside those above stated documents, it is required to have

valid notarized copy proving the legal status of the organization such as business

registration certificate, establishment license, etc; valid written proxy to the

participant who represents for the corporation to participate in the auction (in

case the legal representative could not directly participate into the auction).

3.4. Provision for paying deposit and share purchase payment:

Investors can pay in cash or transfer to auction agencies’ account that is announced in

the auction regulation.

3.5. Limit on the bidding volume:

- For native investors: Each investor is allowed to buy a minimum of 100 shares and

maximum of 35.550.250 shares, which equals to the total shares offering to auction.

- For foreign investors: Each investor is allowed to buy a minimum of 100 shares and

maximum of 35.550.250 shares, which equals to the total shares offering to auction.

4. Organize the auction, shares purchase payment and deposit redemption

4.1. Time of the auction:

As stipulated in Auction Regulation.

4.2. Location of the Auction:

HANOI STOCK EXCHANGE

Address: No. 02 Phan Chu Trinh, Hoan Kiem, Hanoi.

Tel: (84- 4) 3941 2626 Fax: (84-4) 39347818.

4.3. Time of payment and deposit redemption:

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- Time of payment: As stipulated in Auction Regulation.

- Payment method: Investors can make their deposits in cash or transfer to the accounts of

auction agencies where they register for their auction participation.

- Time of deposit redemption: As stipulated in Auction Regulation.

- Location: All the places where investors registered for their auction participation.

5. IPO Adviser:

SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY

Headquarters:

Address: 3rd

floor – Trade Union Center – No. 1 Yet Kieu, Hanoi

Tel: 04. 3818 1888 Fax: 04. 3818 1688

Website: www.shs.com.vn

Da Nang branch:

Address: No. 97 Le Loi road, Hai Chau district, Da Nang city

Tel: 0511. 3525 777 Fax: 0511. 3523 779

Ho Chi Minh branch:

Address: 3

rd floor, Artex building, No. 236 - 238Nguyen Cong Tru, District 1, Ho

Chi Minh City

Tel: 08. 3915 1368 Fax: 08. 3915 1369

II. LEGAL BASIS FOR THE OFFERING

- Decree No. 59/2011/NĐ-CP dated 18/07/2011 of the Government on the transformation

of the 100% State – owned enterprises into the Joint stock companies; Decree No.

189/2013/NĐ-CP dated 20/11/2013 of the Government on the amending and

supplementing some articles of the Decree No. 59/2011/NĐ-CP dated 18/07/2011 of the

Government on the transformation of the 100% State owned enterprises into the Joint

Stock Companies;

- Decision No. 929/QĐ-TTg dated 17/7/2012 of the Prime Minister on the approval of the

scheme “Restructuring of State – owned enterprises, focusing on economic groups and

State-owned corporations period 2011-2015”;

- Decision No. 51/2014/QĐ-TTg dated 15/09/2014 of the Prime Minister on “Some issues

related to capital withdrawal, sale share and register for trading, listing in the stock

market of State-owned enterprises”;

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- Circular No. 196/2011/TT-BTC dated 26/12/2011 of the Ministry of Finance on the

guidance for initial sale of share, management and use of the proceeds from the

equitization of 100% State owned enterprises transform into Joint stock companies;

- Circular No. 127/2014/TT-BTC dated 05/09/2014 of the Ministry of Finance on

Guidance for financial settlement and enterprise’s value determination when transfer

100% State –owned enterprises into joint stock company;

- Decision No. 26/QĐ-BXD dated 09/01/2013 of Minister of Construction on the approval

for the scheme “Restructuring and enhancing corporate governance efficiency of

Vietnam Machinery Installation Corporation period 2012-2015, orientation to 2020”;

- Document No. 1101/BXD-QLDN dated 29/05/2014 of the Ministry of Construction on

the equitization plan of the enterprises under Ministry’s control;

- Decision No. 673/QĐ-BXD dated 18/06/2014 of Minister of Construction on the

foundation of equitization steering committee of Parent company – Vietnam Machinery

Installation Corporation;

- Decision No. 717/QĐ-BCĐ dated 24/06/2014 of the equitization steering committee on

forming assistance board for the equitization steering committee of the Parent company

– Vietnam Machinery Installation Corporation;

- Contract No. 1994/2014/HĐTVTC/SHS.HS.TV dated 06/10/2014 between Sai Gon –

Ha Noi Securities Joint stock company and Vietnam Machinery Installation Corporation

on the consulting service for equitization planning, IPO process and completion of the

equitization;

- Decision No. 269/QĐ-BXD dated 10/03/2015 of the Ministry of Construction on

approving enterprise value for equitized Parent company – Vietnam Machinery

Installation Corporation;

- Decision No. 1036/QĐ-TTg dated 10/07/2015 of Prime Minister on the approval for

equitization plan of Parent company - Vietnam Machinery Installation Corporation and

transform into Joint stock company;

- Decision No.1098/QĐ-BXD dated 24/09/2015 of the Ministry of Construction on the

approval for IPO’s process of the Parent Company – Vietnam Machinery Installation

Corporation.

- The Minutes of the plan for IPO Information disclosure of the equitization steering

committee of Parent company – Vietnam Machinery Installation Corporation dated

28/09/2015.

- And other related legal documents.

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III. PERSONS RESPONSIBLE FOR THE INFORMATION DISCLOSURE CONTENT

1. Equitization Steering Committee:

Mr. Dau Minh Thanh

Position: Director of Enterprise Management Department

– Ministry of Construction – Member of LILAMA

equitization steering committee

(Based on Decision No. 1098/QĐ-BXD dated 24/09/2015 of the Ministry of Construction)

This Information disclosure is made by the equitized enterprise and advisory organization,

which has been approved by the equitization steering committee on 28/09/2015.

2. Equitized enterprise:

VIETNAM MACHINERY INSTALLATION CORPORATION – ONE MEMBER

COMPANY LIMITED

Mr. Nguyen Dinh Hai Position: Chairman – Members’ Council

Mr. Le Van Tuan Position: General Director

Mr. Bui Duc Kien Position: Chief Accountant

We hereby assure all the information and data provided in this Information Disclosure are

consistent with reality or have been investigated, collected in a reasonable manner so that

the investors may evaluate on the Corporation’s assets, financial condition, outlook of

business performance and prospect before register for the auction participation.

We take full responsibility for the accuracy, transparency, full compliance with the

provisions of the law on equitization of the information and data provided in herein

document.

3. Advisory Organization:

SAI GON – HANOI SECURITIES JOINT STOCK COMPANY (SHS)

Mr. Vu Duc Tien Position: General Director

This information disclosure has been participative made by SHS based on advisory contract

with Vietnam Machinery Installation Corporation – One member Company Limited. We

assure that the analysis, evaluation and selection of words for this Information disclosure

have been done in a reasonable and prudent manner based on the information and data that

were provided by Vietnam Machinery Installation Corporation – One member Company

Limited.

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IV. DEFINITIONS AND ABBREVIATIONS USED IN THE INFORMATION

DISCLOSURE

- MOC : Ministry of Construction

- Corp. : Vietnam Machinery Installation Corporation

- LILAMA : Vietnam Machinery Installation Corporation

- MC : Members’ Council

- BOM : Board of Management

- BOD : Board of Director

- BC : Building Construction

- EPC : Engineering, Procurement and Construction

- Equitized enterprise : Vietnam Machinery Installation Corporation

- IPO Advisor : Sai Gon – Ha Noi Securities Joint Stock Company

- Co. Ltd : One member Company Limited

- ME : Mechanical – Electrical

- C&T : Construction and Technology

- SHB : Sai Gon – Ha Noi Commercial Joint Stock Bank

- Rev : Revenue

- Prop : Proportion

- I&C : Installation and Construction

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V. INFORMATION OF EQUITIZED ENTERPRSE

1. General Information of the Equitized Enterprise

1.1. General Information

- Enterprise name: Tổng công ty lắp máy Việt Nam - Công ty TNHH

một thành viên

- English name: Vietnam Machine Installation Corporation – One

member Company Limited

- Abbreviated name: LILAMA

- Website: http://lilama.com.vn/

- Charter capital (as to

Business registration

certificate No. 0100106313)

616.000.000.000 VND

- Owner investment (as at

31/12/2014):

739.861.745.814 VND (adjusted according to

enterprise value determination).

- Address: No. 124 Minh Khai, Minh Khai ward, Hai Ba Trung

district, Hanoi city

- Tel: 043.863 7747

- Fax: 043. 863 8104

- Business registration

certificate:

No. 0100106313 issued by Hanoi Department of

Planning and Investment on 01/09/2010, first

amendment was issued on 05/12/2012

- Main business lines: EPC Contractor; Civil works contractor; Mechanical

building; design consulting and project management;

Trading business of lending equipment and machines;

Import-export activities of material and equipments,

labor exportation.

1.2. History of foundation and development

Vietnam Machinery Installation Corporation (abbreviated as LILAMA), whose charter

capital is 100% owned by the Ministry of Construction, operates in the field of construction,

installation, fabrication and manufacturing equipments for civil as well as industrial

construction with its high level of technological labor force and modern machinery equipment,

LILAMA.

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1) Period 1960 - 1975:

- On 01/12/1960, Machinery Installation Company was established. Since the early period

of foundation, installation workers had taken part into the successful installation projects

for civil, industrial and national defense construction. Some of projects were Thac Ba

and Cao Bang hydro-electrical power plants, thermal power plants in those provinces:

Ham Rong, Lao Cai, Viet Tri, Ninh Binh, Uong Bi; in Viet Tri industrial zone, Ha Bac

fertilizer factory, Van Diem 2 sugar factory, Lam Thao super phosphate factory, Cam

Pha mechanical factory, 8/3 textile factory, Hai Phong extension cement factory, etc.

- In 1960, the company was honored to receive President Ho Chi Minh emulation flag,

and in subsequent years, the company continued to receive the bouquets, merits,

emulation flags from the President and the Government.

2) Period 1976 - 1995:

- On 11/10/1979, Machinery Installation Company had been converted to continue

operate under the model of Machinery Installation Enterprises Union.

- New civil works and power plants had been completed such as: Hoa Binh Hydroelectric

power plant, which was the largest hydroelectric project in Southeast Asia, hydro-

electric plants in Vinh Son, An Diem, Tri An, Yaly; Pha Lai and Phu My Thermal

powerplants, Bim Son and Hoang Thach cement factories, Bai Bang paper factory, Tam

Dao and Ba Vi broadcast stations, etc.

- Since 1993 when foreign investment to Vietnam increased dramatically, many foreign

invested projects were started. Installation workers continued to complete and handed

over many other successful and high quality works such as: Oil rig platform, Bai Bang

and Tan Mai paper factories, installation works in transformer stations, fabrication of

more than 3000 tons power poles under the project of North-South 500KV electric

transmission system and thousands of television microwave broadcast poles in the

country; building and installing equipments in standard quality to VEDAN MSG

factory, Chingfon cement factory, hydroelectric plants in Tri An, Thac Mo, Yaly; took

part in many large-scaled projects in international boundary such as University of Oran

in Algeria, thermal power plants in Bulgaria, Russia and other projects in Iraq, Libya.

Especially the Machinery Installation Enterprises Union was successfully building

international standard quality types of tanks and vessels for containing gas, oil for Shell

Gas Hai Phong project, Sai Gon Petro, Vietnam Petro.

- On 01/12/1995, Vietnam equipment installation industry had transformed business

model from Machinery Installation Enterprises Union to Vietnam Machinery Installation

Corporation. This was a remarkable change for all State-owned enterprises and the

Corporation itself at that time.

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- The contributions of LILAMA into the building and protection of the country had been

acknowledged by the Government by these below honorable prizes:

1 Victory Order

5 Third class Independence Order

2 Second class Independence Order

3 First class Independence Order

3) Period 1996 - 2000:

- LILAMA management built “Development strategy of the Corporation to 2010”,

separated into 3 periods in accordance with the economic development plan of the State.

This was a rightful development strategy, suitable with both development reality of the

corporation and the country.

- The construction and installation applied modern technology and process equipment,

which contributed to the success of equipment installation industry. The product quality

had been improved, shortened the construction time. Some of projects could be named

as: Pha Lai 2 thermal power plant with nearly 2 years and capacity of almost 850MW,

Phu My 1 thermal power plant with 1.080MW was built in 2 years. Although the

construction time was shortened, the quality for each project still satisfied the austere

requirement on quality and economic effectiveness.

- Undergone through a continuously improving and developing process, the Corporation

achievements had been acknowledged by the State and was awarded Ho Chi Minh

Medal, an honorable prize in Vietnam, in 2000.

4) Period 2001 - 2005:

- It was a decisive period for LILAMA in the role of EPC Contractor in the Uong Bi

Expansion thermal power plant, 300MW capacity with investment fund of 300 million

USD. This event had turned LILAMA from subcontractor to contractor, who deals with

the higher-level job including design consultant and material, equipment supplier for the

whole construction. Besides, the project of Ca Mau 1 thermal power plant with a

capacity of 750MW and a value of 360 million USD was also accomplished in this

period.

- In 2005, LILAMA celebrated 45 years of its foundation with remarkable event: the

corporation had concentrated its best resources to accomplish the 40% assigned job on

National Convention Center project, handed over the work on time with high quality that

successfully served the APEC summit on November 2005.

- LILAMA’s contributions to the country’s development were acknowledged by the

government and awarded with “Hero of Labor in innovation period”. This event

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affirmed the corporation success in the period of renovation and development, and laid

the foundation for its future mission and strategic development.

5) Period 2006 - 2010:

- In 2006, LILAMA continued to be chosen to become EPC contractor for Ca Mau 2

thermal power plant project with the capacity of 750MW and 330.3 million USD

invested, and followed by Nhon Trach 1 thermal power plant project with the capacity of

450 MW and almost 305 million USD in value. Within 11 months, LILAMA signed 03

contracts for thermal power plants EPC contractor with total capacity 1.950MW, total

value of the projects was approximate 1 billion USD (included Ca Mau 1 thermal power

plant project).

- In the first quarter of 2009, Dung Quat oil refinery factory, where Vietnam first oil and

petrol products were produced, was handed over to its investor: PetroVietnam (Vietnam

Oil and Gas group – “PVN”). Followed by the on time handover of Nhon Trach 1

thermal power plant on Arp 2009, Song Thao cement factory on Nov 2009, and other

factories like Song Vang, Song Ong, etc also connected to national electric system.

- On 9th

April 2009, LILAMA signed 02 EPC contracts for thermal power plant projects

of Vung Ang 1 capacity of 1.200MW and Nhon Trach 2 capacity of 750MW, the total

contract’s value was almost 1.7 billion USD.

6) Period 2010 - 2015:

- In 2010, LILAMA was transformed and operated under the form of 100% State owned

One Member Company Limited according to Decision no. 93/TĐSĐ-HĐQT dated

30/06/2010 of Song Da Corporation’s Board of Management. In 2012, the Parent

company – Song Da corporation had transferred all rights and liabilities of the capital

owner to the Ministry of Construction according to Decision no. 913/QĐ-BXD dated

18/10/2012 of the Minister of Construction.

- LILAMA had successfully constructed and handed-over Vung Ang 1 - the highest

capacity coal-fired thermal power plant project in Vietnam; Hua Na hydroelectric

project, signed EPC contract with PVN for Song Hau 1 thermal power plant project.

Going through 55 years of establishment, development and growth, LILAMA has been

performing and completing thousands of projects regardless of their sizes, contributed

significantly into the construction and development of the country. At present, LILAMA is

considered as the leading EPC contractor and installation contractor of civil and industrial

works in Vietnam.

1.3. Business lines

According to the business registration certificate no. 0100106313 initially issued by

Hanoi Department for Planning and Investment dated 01/09/2010 and first amendment dated

05/12/2012, the registered business lines include:

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- Trading, export of materials, machines, equipments, spare parts, manufacturing and

consuming materials, automated technology lines, consumption goods, transportation,

acting as an agency for domestic and international companies for production and

consumption goods in accordance with the legislation.

- Translating the codes and standards, specific documents related to equipment

manufacture and installation, new technology lines; Training technicians and workers

for social needs and the corp.’s itself. Advanced training and award certificate for the

welder; Training for labor force for working abroad in determined terms;

- Checking, experimenting, adjusting the electrical equipment, I&C system, thermal

system for technical lines; Supervising, quality testing the welding joints and physical

nature of materials;

- Ship building and repair for river and sea transportation;

- Design, equipment manufacture and fabrication of steel structures for civil and industrial

works;

- Construction consultancy, EPC package contractor or sub-package contractor for civil,

industrial and infrastructure works such as project planning, design (in the registered

working scope) and cost estimate planning, supervision consultancy, project

management, supplying of process and I&C equipment;

- Trading on real estate, tourism, hotel, restaurant and amusement parks;

- Trading on goods transportation, OOG equipment, lending processing and transporting

equipments; Invest and build the works include: industrial work (hydroelectricity plants,

thermal power plants, cement, oil chemistry, paper and steel), civil, transportation,

irrigation, water supply and urban infrastructure;

- Export of labor, equipment, material, technology of machinery installation and

construction;

- Manufacturing and trading of construction material;

- Trading and developing in housing and construction consultancy;

- EPC contractor for civil, industrial, transportation, irrigation, post office, power

transformer and urban infrastructure works;

- Manufacturing and trading on construction under the State’s plan, including construction

and installation

2. Organization structure of LILAMA (in next page)

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CHART OF LILAMA ORGANIZATION STRUCTURE

Steering line

Reporting line

LEGAL – APPRAISAL

DEPARTMENT

RISK CONTROL

DEPARTMENT

FINANCE –

ACCOUNTING

DEPARTMENT

PLANNING – INVESTMENT

DEPARTMENT

RESTRUCTURING

COMITTEE

GENERAL DIRECTOR

MEMBERS’ COUNCIL

INSPECTORS INTERNAL AUDIT

COMMITTEE

DEPUTY GENERAL DIRECTOR

(Technical, Foreign Affairs)

SUBSIDIARY COMPANIES

(LILAMA holds > 51% charter capital)

1. LILAMA 5 JSC 10. LILAMA UDC JSC 2. LILAMA 7 JSC 11. Song Vang Hydroelectric JSC

3. LILAMA 10 JSC 12. LHT Internaltional Engineering JSC

4. LILAMA 18 JSC 13. Lisemco JSC 5. LILAMA 69-1 JSC 14. Song Ong hydroelectricity JSC

6. LILAMA 69-2 JSC 15. VIFA Coating JSC

7. LILAMA 69-3 JSC 8. LILAMA 45.1 JSC

9. LILAMA CKLM JSC

AFFILIATED COMPANIES AND FINANCIAL INVESTMENT

1. LILAMA 45.3 JSC 9. Lilama C&T design SJC

2. LILAMA 45.4 JSC 10. SHB 3. LILAMA ME Installation & Testing JSC 11. Lilama SHB JSC

4. CIMAS Engineering Co.Ltd 12. PetroVietnam marine shipyard JSC

5. Song Thao cement JSC 13. Thang Long Cement JSC 6. Hua Na Hydroelectric JSC 14. LILAMA 3 JSC

7. LILAMA Real estate JSC 15. LILAMA Ha Noi JSC

8. LILAMA ME environment JSC

PROJECT MANAGEMENT

BOARD

PROJECT BOARD, OPERATING

BOARD, LILAMA REPRESENTATIVE

OFFICES IN CONSTRUCTION SITES

DOMESTIC AND INTERNALTIONAL

CORPORATION REPRESENTATIVE

OFFICES

COMPANY BRANCH

BAC VINH INDUSTRIAL

ZONE INVESTMENT

AND DEVELOPMENT

HUMAN RESOURCES

DEPARTMENT

ADMINISTRATIVE

AND PERSONNEL

DEPARTMENT

ECONOMIC

TECHNICAL

DEPARTMENT

WELDING

TECHNOLOGY

INSTITUTE

VEHICLE

MANAGEMENT

DEPARTMENT

DEPUTY GENERAL DIRECTOR

(Safety, Environment)

DEPUTY GENERAL DIRECTOR

(Construction, Project 2)

DEPUTY GENERAL DIRECTOR

(Construction, Project 1) DEPUTY GENERAL DIRECTOR

(Internal Affairs, Organizing, Training)

DEPUTY GENERAL DIRECTOR

(Finance, Planning-Investment)

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- Departments’ Functions and Duties: Please refer to the attached Appendix 1

3. Main lines of business and product:

3.1. EPC contractor, installation:

- This is the advantageous field and core competitive strength of LILAMA. It has high

potential of growth and contributes more than 80% of company’s revenue structure.

- In 2003, LILAMA was appointed as EPC contractor for project of first Uong Bi

Extension thermal power plant (capacity of 1x300MW). After successfully completing

this project, LILAMA continued to be chosen as EPC contractor for several projects

such as: Ca Mau 1&2 gas-fired thermal power plants (capacity of 2x750 MW), Nhon

Trach 1 gas-fired thermal power plant ( capacity of 1x450 MW), Nhon Trach 2 gas-fired

thermal power plant ( capacity of 1x750 MW), Vung Ang 1 coal-fired thermal power

plant (capacity of 2x600 MW), Song Thao cement factory, Hua Na hydroelectricity

plant, Hangar A75 project. Among these projects, Nhon Trach 2 gas-fired thermal power

plant received gold award in the Fast-Track Power Plant of the Year. Vung Ang 1 plant,

which was the first highest capacity power plant in Vietnam, was handed over and put

into stable operation afterwards. In the present time, LILAMA has signed a 29.699

billion VND contract to become EPC contractor for installation project of Song Hau 1

coal-fired thermal power plant(capacity of 2x60MW), which planned to operate unit 1

on 06/2019.

Thanks to all these achievements, LILAMA has been evaluating as Vietnam leading

EPC contractor in industrial works.

- Installation is LILAMA’s traditional business line with the experience of 55 years.

LILAMA has successfully installed thousands of important industrial and civil projects

and received high level of trust from its partners. Some typical projects are hydroelectric

factories such as Thac Ba, Tri An, Hoa Binh, Son La; Coal-fired thermal power plant

projects for Uong Bi, Pha Lai 1&2, Na Duong 1, O Mon 1&2, Phu My 1-2-3-4, Mong

Duong 1&2; Cement projects for Bim Son, Kien Luong, Tam Diep, Hoang Mai, Nghi

Son, Thang Long; Dung Quat oil refinery factory; National Convention hall; Ha Noi

museum, etc.

Currently, LILAMA are processing the installation for those projects: Nghi Son Oil

refinery factory, thermal power projects for Thai Binh 2 and Vinh Tan 4 factories;

parliament house, etc with the total value of contracts is almost 10.000 billion VND.

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Some pictures from significant projects have been implemented by LILAMA:

Dung Quat oil chemical refinery

Dung Quat oil chemical refinery – Construction site

Dung Quat oil chemical refinery plant Nhon Trach 1 thermal power plant

– Construction site – Construction site

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Nhon Trach 2 thermal power plant Thai Binh 2 thermal power plant

– Construction site – Construction site

Uong Bi 1 thermal power plant Ca Mau 1&2 thermal power plants

Vung Ang 1 thermal power plant Song Thao Cement plant

3.2. Mechanical Equipment Manufacture

- Since 1995, LILAMA has expended its business line to fabrication and manufacturing of

equipments, non-standard equipments, steel structure for civil, industrial works and

projects, as well as for export purpose.

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- LILAMA has invested in building many mechanical manufacturing factories with many

modern machines and equipments.

LILAMA mechanical manufacturing factories capacity

Seq. Location Area Capacity

m2 ton/year

1 Bac Ninh province 63.000 10.000

2 Hai Duong province 250.000 31.000

3 Hai Phong province 330.000 100.000

4 Da Nang province 50.000 6.000

5 Quang Ngai province 18.000 3.000

6 Binh Duong province 94.000 10.000

7 Dong Nai province 137.000 30.000

8 Other provinces 50.000 10.000

Total 1.202.000 200.000

- Main manufactured mechanical products of LILAMA include:

Steel structures

Various types of tanks, pressure tanks and vessels

Handling and lifting equipments

Transporting equipments

Heat exchangers and air dryers.

Electrostatic Precipitators

Flue gas Desulphurization equipment

High capacity industrial fans

Reclaimers and Stackers

Penstocks, large diameter liquid pipelines

Cement kilns

Oil rig platforms

Other non-standard equipment

- The mechanical products manufactured by LILAMA are qualified for those mentioned

standards: AWS, ASTM, ANSI, DIN, DINEN, ISO, JIS, GOST, PS ...

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Pressure tub manufacture Steel structure manufacture

Standing crush machine manufacture Cement kiln manufacture

Mechanical equipment manufacture Oil rig base manufacture

3.3. Other business lines:

- Design consultant and project management: LILAMA has built up these business lines

so that they are qualified in term of scale and ability to support the corporation’s main

business lines in projects implementation. Despite the small proportions in the trading

profit structure, these two business lines have a high profit margin ratio, as well as their

ability to approach the market and compete in the project bids.

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- Import – Export activities and other trading: Some activities of these business lines can

be mentioned as Import Export of machines and equipments, ISO standard and high

qualified manufacturing process of electrostatic precipitator, steam boiler, ocean ships,

conveyors, elbow pipes, steel structures; labor exportation, lending of machines and

equipments.

4. Past and present typical projects

Seq Contract name Partner Product/Service Value In Schedule

1

Mong Duong 1

coal-fired thermal

power plant

(2x540MW)

HYUNDAI

Engineering &

Construction

Co., Ltd

Installation of the

Power Island 1.720 Billion VND 2012 - 2015

2

National

Assembly

Building

Project

management

board (PMB)

for the

construction of

the National

Assembly

Building

Installation of the

electrical, fire

alarm,

heating, ventilation

and air

conditioning (HVA

C), water supply

and drainage

systems

361 Billion VND 2012 - 2016

3

Thai Binh 2 coal-

fired thermal

power plant

(2x600MW)

PetroVietnam

Construction

Joint stock

Corporation

(PVC)

Installing all the

mechanical-

electrical

equipment of the

power plant

2.320 Billion VND 2014 - 2016

4

Vinh Tan 4 coal-

fired thermal

power plant

(2x600MW)

Doosan Heavy

Industries

Vietnam Co.,

Ltd

Installing the main

equipments of the

power plant

1.250 Billion VND 2014 - 2017

5

Lai Chau

hydroelectric

factory

(3x400MW)

PMB of Son La

hydroelectric

factory

Manufacturing,

installing hydro

mechanical

equipment,

pressure pipes and

all mechanical-

electrical

equipment of the

plant

1.450 Billion VND 2014 - 2017

6

Nghi Son oil

chemical refinery

(Capacity 10

million tons/year)

JGCS

Consortium

Material supplier,

steel structure &

pipe fabrication and

manufacturing

Installing steel

structures, pipe&

tank equipment;

electrical, I&C, and

insulation systems

5.200 Billion VND 2014 - 2017

7 Song Hau 1

thermal power

Song Hau 1

Petroleum-EPC contractor 29.699 Billion VND 2015 - 2020

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plant (2x600MW) Power PMB

8

Vung Ang 1

thermal power

plant (2x600MW)

Vung Ang –

Quang Trach

Power PMB

EPC contractor 1.170 Million USD 2009 - 2013

9

Nhon Trach II

combined-cycle

power plant

(750MW)

PetroVietnam

Nhon Trach 2

Power Joint

Stock

Company

LIAMA – PVC

EPC contractors 498 Million USD 2009 - 2012

10

Ca Mau 1 gas-

thermal power

plant (750MW)

PMB of Ca

Mau Gas-

Power –

Fertilizer

cluster

EPC contractor 360 Million USD 2005 - 2009

11

Ca Mau 2 gas-

thermal power

plant (750MW)

PMB of Ca

Mau Gas-

Power –

Fertilizer

cluster

EPC contractor 331 Million USD 2006 - 2009

12

Nhon Trach I

combined-cycle

power plant

(450MW)

PMB Nhon

Trach Power

Complex

LILAMA – CC1

contractors

EPC contractors

65,8

97

131

Billion VND

Million USD

Million EUR

2006 - 2008

13

Uong Bi

Extension coal-

fired thermal

power factory

(1x300MW)

Thermal Power

Plant PMB No.

1 (EVN)

EPC contractor 338,7

245

Billion VND

Million USD 2003 - 2006

14

Song Thao

cement factory

(2.500 tons

clinker/day)

Song Thao

cement JSC EPC contractor

613

19

8

Billion VND

Million USD

Million EUR

2005 - 2006

15

Dung Quat

chemical oil

refinery (capacity

6,5 million

tons/year)

Technip

Consortium

Manufacturing,

installing crude oil

tube, processed oil

tank, link pipeline,

harbor, bridge.

Manufacture pipe,

painting and

installing

equipments.

96 Million USD 2006 - 2009

16

National

Convention

Center

PMB of

investment in

building

Parliament

house and Ba

Dinh hall (new)

Processing,

manufacturing,

installing whole

steel and rooftop

structure; Purchase

and install

electricity, air

conditioner,

lighting equipment

1.178 Billion VND 2004 - 2006

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5. Employment Situation

5.1. Income

No. Criteria Year 2012 Year 2013 Year 2014

1 Total payroll fund (VND) 93.009.000.000 91.618.000.000 95.878.000.000

2 Total employee (person) 783 785 706

3 Average income

(VND/person/month)

9.900.000 9.730.000 11.317.000

Source: LILAMA

5.2. Labor structure and level of education

- Total employees in labor list of the Corporation before equitization is: 717 persons

- Classification of labor force as shown below (as on 10/03/2015):

Seq. Classification Employee Rate

I By level of education 717 100%

1 University degree and postgraduate 513 72%

2 College, vocational level 22 3%

3 Lower college level, technical worker 99 14%

4 Other 83 12%

II By labor contract 717 100%

1 Enterprise management officers (not

subjected to sign labor contract) 10 1%

2 Indefinite term labor contract 425

59%

3 1-3 years labor contract 233

32%

4 Other 49

7%

Source: Lilama

- Labor structure after the equitization

Seq. Degree level Employee Rate

I By level of education 717 100%

1 University degree and postgraduate 513 72%

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Seq. Degree level Employee Rate

2 College, vocational level 22 3%

3 Lower college level, technical worker 99 14%

4 Other 83 12%

II By labor contract 717 100%

1 Enterprise management officers (not

subjected to sign labor contract) 10 1%

2 Indefinite term labor contract 425

59%

3 1-3 years labor contract 233

32%

4 Other 49

7%

Source: Lilama

6. Enterprise value at the time of 01/07/2015

According to Decision No. 269/QĐ-BXD dated 10/03/2015 of the Ministry of Construction on

the enterprise value for equitization Parent company – Vietnam Machinery Installation

Corporation, the value of the parent company as at 0h on 01/07/2014 for equitization as

followed:

In: VND

Criteria Accounting

number

Reevaluated

number Differences

1 2 3 4=3-2

A. In use assets (I+II+III+IV) 5.647.489.584.102 5.854.977.992.429 207.488.408.327

I. Fixed assets and long-term investments 1.427.065.762.693 1.530.923.393.606 103.857.630.913

1. Fixed assets 86.885.426.704 216.470.193.402 129.584.766.698

1.1. Tangible fixed assets 86.885.426.704 216.351.059.402 129.465.632.698

1.2. Intangible fixed assets - 119.134.000 119.134.000

2. Long-term financial investments 1.262.321.664.651 1.234.342.406.797 (27.979.257.854)

3. Construction in progress 67.479.550.536 67.479.550.536 -

4. Long-term prepaid expenses 9.915.120.802 12.167.242.871 2.252.122.069

5. Other long-term assets 464.000.000 464.000.000 -

II. Current assets and short-term

investments

4.176.994.482.112 4.240.989.121.885 63.994.639.773

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Criteria Accounting

number

Reevaluated

number Differences

1. Cash and cash equivalent 560.157.709.179 560.157.709.648 469

+ Cash in hand 1.857.543.031 1.857.543.500 469

+ Cash in bank 428.414.159.246 428.414.159.246 -

+ Time deposit 129.886.006.902 129.886.006.902 -

2. Short-term financial investment 561.135.273.390 561.135.273.390 -

3. Receivables 2.302.489.868.193 2.368.545.714.187 66.055.845.994

4. Material and merchandise inventory 672.695.265.193 672.695.265.193 -

5. Other current assets 80.516.366.157 78.455.159.467 (2.061.206.690)

6. Non-business expenditure - - -

III. Goodwill - 5.258.589.791 5.258.589.791

IV. Land use right 43.429.339.297 77.806.887.147 34.377.547.850

B. Asset not to used 11.030.143 11.030.143 0

(Only recorded as shown in accounting

book)

I. Fixed assets and long-term investment

1. Fixed assets and long-term investment 11.030.143 11.030.143 0

II. Current assets and short-term

investment - - -

1. Receivables that are unable to be paid - - -

C. Assets waiting for liquidation 354.435.629 354.435.629 0

I. Fixed assets and long-term investment 354.435.629 354.435.629 -

1. Fixed assets and long-term investment 354.435.629 354.435.629 -

II. Current assets and short-term

investment - - -

D. Assets formed from welfare and

reward fund

- - 0

TOTAL ENTERPRISE’S ASSET

VALUE (A + B + C + D)

5.647.855.049.874 5.855.343.458.201 207.488.408.327

In which: 0

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Criteria Accounting

number

Reevaluated

number Differences

TOTAL REAL ENTERPRISE VALUE

(Section A)

5.647.489.584.102 5.854.977.992.429 207.488.408.327

E1. Real payables 5.074.630.954.963 5.074.653.954.963 23.000.000

In which: the value of Land use right

received that must paid to state budget - - -

E2. Non-business expenditure resources - - 0

E3. Exchange rate differences during

capital construction investment

- - 0

E4. Differences between receivables and

payables of Project management board

- - 0

TOTAL STATE OWNED VALUE IN

THE ENTERPRISE [A-(E1+E2)]

572.858.629.139 780.324.037.466 207.465.408.327

Source: Enterprise value report of LILAMA

According to the clause no. 11 of Article 1 of the Decision no. 1036/QĐ-TTg dated

10/07/2015 of Prime Minister on the approval for equitization plan of Parent company -

Vietnam Machinery Installation Corporation and transform into Joint stock company:

exclude the number of 474,97 billion VND, which is the long-term investments, as well

as bad debts at VIFA Coat., JSC (VIFA) and Lilama Hanoi., JSC from Parent company

value. Vietnam Machinery Corporation – Joint stock company has the liability to take

over the entire rights and liabilities of state investor in VIFA until VIFA has already

complete the bankruptcy procedure as decided by the court; together with transferring

the investment fund and bad debt of Lilama Hanoi., JSC to Debt and Asset Trading

Corporation (DATC). LILAMA has handed in the bad debt in 10/2015.

Until now, Tax authority has not yet checked and performed advanced tax clearing as at

30/06/2014 of LILAMA. Thus, the balance related to the liability toward the State is

being determined based on the balance in accounting book. LILAMA continue to

propose the Tax authority on checking and perform tax clearance as to enterprise value

determination time and proceed the adjustments (if any) in Financial statements from the

time of enterprise value determination to the time LILAMA will officially transfer to

Joint stock company.

7. Enterprise main assets

7.1. Land: Currently, LILAMA is managing and using 07 lots of lands for business activities

purpose. Details are as followed:

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No. Description Area (m2)

Works

on land

Using

purpose Used form Period of using

Plan for using land after

equitization

Value of land use

right that count

into enterprise

value

1 Land on No. 124

Minh Khai, Hai Ba

Trung district,

Hanoi

6.505,0 Office

building

Corporation

office

building

Hired land

with yearly

leasing fee

Certificate of land using right

no. 762671 dated 14/4/2015

issued by Hanoi Environment

and Natural resources

department with area of 5.777

m2

Lease contract no. 22/HĐTĐ

on 07/01/2014:

- Lease for 50 years

since1993 with 5.777 m2

beyond redline boundary.

- Annual lease of 728 m2 in

redline boundary.

Continue using for

corporation office

building purpose

0

2 Land on No. 124

Minh Khai, Hai Ba

Trung district,

Hanoi (*)

1.397,2 21 floors

mixed

building

Working

office for

lease from

1st floor to

3rd

floor

State allocated

the land with

annual using-

fee collection

In long-term according to

certificate on using right of

land, house and assets on land

no. BS 762756 date 25/6/2015

There are mixed office

and housing building on

land, in which LILAMA

owned office zone from

1st floor to 3

rd floor. As to

office zone, LILAMA

will transfer when all the

legal procedures are

completed.

10.173.967.147

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No. Description Area (m2)

Works

on land

Using

purpose Used form Period of using

Plan for using land after

equitization

Value of land use

right that count

into enterprise

value

3 Land on No. 124

Minh Khai, Hai Ba

Trung district,

Hanoi

1.467,4 Park

garden,

internal

roads of

21 floors

building

Park

garden,

internal

roads of 21

floors

building

Lease land

with annual

payment

50 years since 2010 as in land

lease contract no. 282/HĐTĐ

on 30/05/2014 and certificate

on using right of land, house

and assets on land no. BS

762756 on 25/6/2015

LILAMA will transfer all

the responsibilities to the

party who receives the

transferring of LILAMA’s

office zone

0

4 Lot 5, road 33 m on

Hoa Cuong Nam

ward, Hai Chau

district, Da Nang

city (**)

9.023,3 None Manufactur

e and

trading

State allocated

the land with

payment of

annual rent

In long-term according to

Certificate of land using right

no. AI 303132 dated

20/12/2007

Proceed the auction

according to current law

67.632.920.000

5 Bac Vinh industrial

zone, Hung Dong

commune, Vinh

city, Nghe An

province

530.331,2 Industrial

infrastruc

ture

Land for

lease

Lease land

with annual

payment

Until 2048 as stated in

certificates on using right of

land no. AI 189937 dated

04/06/2008, AE 761050 dated

07/09/2006 and BA 845246

dated 07/10/2010; Land lease

contracts no. 86/HĐTĐ dated

10/08/2006, No. 34/HĐTĐ

dated 21/05/2008, No.

91/HĐTĐ dated 07/07/2010

Capital withdrawal or

transfer to other investors

according to current law

0

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No. Description Area (m2)

Works

on land

Using

purpose Used form Period of using

Plan for using land after

equitization

Value of land use

right that count

into enterprise

value

6 Land on Phuoc

Long ward, district

9, Ho Chi Minh

city (***)

12.273,2 Combined

Office and

Apartment

Building

(19 floors)

State allocated

the land with

payment of

annual rent

Continue invest or

transfer to other investors

30.719.805.800

7 Land on lot 9 – E6

Pham Hung, Hanoi

(****)

8.157,0 None Build

headquarter

office

(certificate

for

investment

no.

011210010

12)

State allocated

the land with

payment of

annual rent

Continue invest if there

are sufficient decisions in

term of market and capital

0

Total 562.649,30

Source: LILAMA

(*) The area of 1.397 m2 of mixed office and house buildings was granted in the form of State allocated the land with annual using-fee collection and

long-term of using. This is the shared using area between inhabitants in Lilama 21 floors building and Lilama itself.

Decision no. 1323/QĐ-UBND dated 23/3/2010 of Hanoi People Committee allows LILAMA use 2.864,6 m2 in which:

+ 1.397,2 m2 of land had have mixed office and houses buildings and was granted in the form of State allocated the land with annual using-

fee collection and long-term of using. This is the shared using area between inhabitants in Lilama 21 floors building and Lilama itself. Currently,

According to Land Law in 2013, the land which is used to build working office buildings is not under the form of State allocation.

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Thus, LILAMA has not yet allocated, revaluated the land using right that corresponds to

03 office floors and 50% of basement area, which belong to LILAMA ownership and is

calculated in equitized enterprise value. The revaluation of this land and its using right

will depend on the official approval of Hanoi People committee. The 10.173.967.147

VND value of using right which calcuted as enterprise value is based on LILAMA

accounting book value.

+ 1.467,4 m2 land area for road, garden, auxiliary work, basement area, are

outside the allocated area with annual payment form. The period of using land is 50

years since 23/03/2010. The 1467,4 m2 land area with annual payment thus cannot be

estimate value of using right in equitized enterprise value.

(**) The value of land using right which is calculated in enterprise value for equitization

is 67.632.920.000 VND.

(***) Lilama has paid for land using right the amount of 30.719.805.800 VND and is

waiting Ho Chi Minh Departmetn of Finance and HCM People Committee approve for

additional land using fee. The value of land using right which is calculated in enterprise

value for equitization is 30.719.805.800 đồng.

Lilama proposed to change the architecture planning (from 9 floors uilding to 19 floors

building) and was approved by functional authorities in these documents: Decision no.

115/QĐ-UBND dated 24/5/2010 of district no.9 - HCM People Committe on approval on

detailed plan proportion 1/500 the mixed house with working office zone on Phuoc Long

ward, District no. 9 with the area of 12.273,2 m2; Document no. 1647/UBND-QLĐT

dated 03/11/2011 of district no.9 - HCM People Committe on approval for housing

development investment plan; mixed house with working office zone on Phuoc Long ward,

District no. 9, which has LILAMA as its main investor. Due to the changes in architecture

plan criteria, the Corporation is working with Ho Chi Minh Department of Finance and

price appraisal advisor in order to determine the additional land using fee to submit. Thus,

there is no land allocation decision to Lilama and is unable to determine the using period.

There is no party for co-investment now. Based on the guideline of the Corporation’s

management, the project will be hold until there is sufficient condition for continue

undertaking or transferring according to the current law.

(****) Lilama has just made the deposit for land using right of 8,157 billion VND. As the

Corporation has not yet fulfill its liability for its using, thus there is no land allocation

decision by Hanoi People Committee as well as land using certificate. According to Land

Law in 2013, land for building working office zone is not under the form of allocation,

therefore there is no process of evaluation to calculate into equitized enterprise value.

According to these documents: Document no. 2452/QHKT-TH dated 30/12/2003 of Hanoi

Architecture and Scheme on introducing the location for building project; Decision no.

1987/QĐ-UBND dated 11/11/2008 of Hanoi People Committee on agreeing to research

for office building on Cau Giay new Urban zone, in which LILAMA is handed to research

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and make project on land lot no. 09-E6; Document no. 997/QHKT-P1 dated 07/04/2010

Hanoi Architecture and Scheme on the deal of entire land surface and design plan of

LILAMA heart quarter on land lot no. E6 on Cau Giay new urban zone; Investment

certificate no. 01121001012 issued on 02/08/2011 by Hanoi People Committee, the

project scale that LILAMA intends to proceed is as followed:

30 floors tower, in which 5 floors with 2.847 m2 area will be used for trading and service,

highed-floors zone with 1.629 m2 zone will be used for the Corporation’s heart quarter and

leasing office. The main criteria of the work are:

- Land area: : 8.157 m2

- Construction area : 2.847,5 m2

- Floor area : 54.901,5 m2

- Technical floor area : 1.629 m2

- Basement area : 2 x 6.685,9 = 13.371,8 m2

- Building density : 30,6%

- Floor height : 30 floors + 2 basement floors + 1 technical floor.

- Total uilding height : 126,4 m

Currently Lilama has not yet proceeded the project due to difficulty in invested capital.

7.2. Fixed assets as on 30/06/2014

STT Assets Accounting value Revaluation

Original cost Retained value Original cost Retained value

A. In used fixed assets

450.201.017.107

130.314.766.001

546.012.215.028

294.277.080.549

1. Tangible fixed assets

406.176.007.810

86.885.426.704

467.609.657.881

216.351.059.402

1.1 Building &

architectonic model

60.303.111.722

32.484.894.299

121.180.835.940

84.666.396.083

1.2 Equipment & machine

3.128.741.416

273.658.710

3.210.294.413

1.507.858.719

1.3 Means of Transportation

296.950.604.623

46.656.560.955

297.372.554.441

111.619.726.310

1.4 Instruments & tools for

management

8.837.664.591

855.146.948

8.890.087.629

3.167.058.803

1.5 Other fixed assets

36.955.885.458

6.615.165.792

36.955.885.458

15.390.019.487

2. Intangible fixed assets

44.025.009.297

43.429.339.297

78.402.557.147

77.926.021.147

2.1 Land using right

43.429.339.297

43.429.339.297

77.806.887.147

77.806.887.147

2.2 Software

595.670.000

-

595.670.000

119.134.000

B. Not in used fixed assets

201.621.900

11.030.143

201.621.900

11.030.143

2. Intangible fixed assets

201.621.900

11.030.143

201.621.900

11.030.143

2.1 Software

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STT Assets Accounting value Revaluation

Original cost Retained value Original cost Retained value

201.621.900 11.030.143 201.621.900 11.030.143

C. Fixed assets waiting

for liquidation

27.987.822.934

354.435.629

27.987.822.934

354.435.629

1. Tangible fixed assets

27.987.822.934

354.435.629

27.987.822.934

354.435.629

1.1 Building &

architectonic model

-

-

-

-

1.2 Equipment & machine

5.228.750.550

354.435.629

5.228.750.550

354.435.629

1.3 Means of Transportation

18.917.797.200

-

18.917.797.200

-

1.4 Other fixed assets

3.841.275.184

-

3.841.275.184

-

D.

Assets formed from

welfare and reward

fund

Total

478.390.461.941

130.680.231.773

574.201.659.862

294.642.546.321

Source: Enterprise value for equitization report

Since the time of enterprise valuation, the Corporation has no significant changes in fixed assets.

8. List of equitized enterprise’s subsidiaries, Affiliates and financial investment

8.1. Subsidiary companies as at 30/6/2015:

Seq. Company name

Charter capital

Address Million

VND

Ownersh

ip (%)

1 Lisemco JSC 162.596 79,98 Km no. 6, Highway 5, Hung Vuong ward,

Hong Bang district, Hai Phong

2 Lilama 5 JSC 50.000 51,00 179 Tran Phu road, Ba Đình,

Bim Son town, Thanh Hoa

3 Lilama 7 JSC 50.000 51,00 No. 332, 2/9 road, Hoa Cuong Bac ward,

Hai chau district, Da Nang city

4 Lilama 10 JSC 90.000 51,00 Lilama 10 building, Le Van Luong

expand road, Tu Liem district, Hanoi city

5 Lilama 18 JSC 86.936 51,00 Floor 9/19 Ho Tung Mau, District 1,

Ho Chi Minh city

6 Lilama 45-1 JSC 48.000 51,00 140 Dien Bien Phu, District 1 Ho Chi Minh

city

7 Lilama 69-1 JSC 70.150 51,00 17 Ly Thai To, Bac Ninh city,

Bac Ninh province

8 Lilama 69-2 JSC 57.418 53,08 26 Tan Vien street, Thuong Ly ward, Hong

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Seq. Company name

Charter capital

Address Million

VND

Ownersh

ip (%)

Bang district, Hai Phong city

9 Lilama 69-3 JSC 77.696 66,77 515 Dien Bien Phu, Binh Han ward, Hai

Duong city

10 Lilama Mechanical

Installation JSC 32.651 51,00

72E Hoang Dieu road, Thanh Binh ward,

Ninh Binh city, Ninh Binh province

11 Lilama UDC JSC 160.000 70,31 Room 506, Building 101 Lang Ha road,

Đong Đa district, Hanoi city

12 LHT Internaltional

Engineering JSC 32.000 60,00

Floor 3, Lilama 21 floors building,

124 Minh Khai, Hanoi city

13 Song Vang hydroelectric

JSC 148.206 53,84

115 Tran Nu Vuong, Binh Hien ward, Hai

Chau district, Da Nang city

14 Song Ong hydroelectric

JSC (*) 74.000 80,99

La Vang hamlet, Quang Son commune,

Ninh Son district, Ninh Thuan province

15 VIFA Coating JSC (**) 69.000 85,67 Dong Hai industrial zone, Hai An district,

Hai Phong province

(*) As to Song Ong hydroelectric JSC: as on 14/07/2015, LILAMA has finished all related

procedures for capital withdrawal through auction to Song Da 505 JSC and Refrigeration

Electrical Engineering JSC (REE).

(**) As to VIFA Coating JSC (VIFA): According to the Decision no. 1036/QĐ-TTg dated

10/7/2015, the Prime Minister has approved to deduct the value of LILAMA’s investment

and bad debts on this subsidiary from LILAMA enterprise value for equitization with the

amount of 291,49 billion VND. Vietnam Machinery Installation JSC will inherit all the

rights and liabilities of the stakeholders on VIFA until it complete all the procedures for

bankruptcy accordance to the Court’s decision.

8.2. Affiliates and financial investments as at 30/6/2015:

Seq Company name

Charter capital

Address Million

VND

Owning

(%)

1 Lilama M & E Installation &

Testing JSC 15.000 36,18

434-436 Nguyen Trai, Trung Van,

Nam Tu Liem district, Hanoi city

2 Lilama 3 JSC 51.500 49,78 Lot 24+25 Quang Minh Industrial

zone, Me Linh, Hanoi city

3 Lilama 45-3 JSC 35.000 40,83 Lot 4K, Ton Duc Thang,

Quang Ngai city

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Seq Company name

Charter capital

Address Million

VND

Owning

(%)

4 Lilama 45-4 JSC 40.000 46,06 Binh Da ward, Bien Hoa ward,

Dong Nai province

5 Lilama construction and

technology design consultant 20.000 10,00

1st floor, E3A Building, 12 floors

building, Yen Hoa urban area, Yen Hoa

ward, Cau Giay district, Hanoi city

6 CIMAS Engineering

Company Limited 63.401 33,00

6th floor, Charmvit building, 17

Tran Duy Hung, Cau Giay, Hanoi

7 Lilama real estate JSC 209.425 27,93 Room 501, 5

th floor, DMC

building, 535 Kim Ma, Ba Đinh, Hanoi

8 Song Thao cement JSC 639.400 18,74 Ninh Dan commune, Thanh Ba

district, Phu Tho province

9 Ha Na hydroelectric JSC 2.160.004 4,04

Floor 8+9 Nghe An petro building, 7

Quang Trung, Vinh city, Nghe An

province

10

Lilama Mechanical –

Electrical – Enviromental

JSC

39.000 5,64

6th floor, VP Thang Long building,

98A Nguy Nhu Kon Tum, Thanh Xuan,

Hanoi

11 PetroVietnam Marine

Shipyard JSC 594.897 4,03

65A2, 30/4 road, Thang Nhat ward, TP

Vung Tau, Ba Ria – Vung Tau

province

12 Thang Long cement JSC 4.210.000 0,71 Le Loi commne - Hoanh Bo district -

Quang Ninh province

13 Lilama – SHB Investment

and Construction JSC 100.000 2,00 81 Hoang Dieu, TP Đa Nang

14 SHB 8.865.795 0,705 77 Tran Hung Đao, Hoan Kiem, Hanoi

15 Lilama Ha Noi JSC (*) 100.000 49,97 Lot 14, Quang Minh,

Me Linh, Vinh Phuc

(*) As to Lilama Ha Noi JSC: As at 30/06/2014, the owner capital of this company has

negative amount of (401.398.814.704) VND due to its accumulated loss of

(525.649.334.825) VND, which is 4 times of charter capital. All its activities depend on

lending fund and capital appropriated source. Total asset as at 30/06/2014 of the company

is 642 billion VND, meanwhile the liabilities is 1.043 billion VND. So, the company’s

financial source can be guaranteed for its liquidation ability. Its continuous operation

largely depends on financial restructuring, debt clearance, capital payback from undertook

projects. According to Decision no. 1036/QĐ-TTg dated 10/7/2015, the Prime Minister has

approved to deduct LILAMA’s investment and bad debt on this subsidiary from LILAMA

enterprise value for equitization with the amount of 183,47 billion VND. The corporation

will transfer the above stated investment capital and the bad debt to Vietnam Debt and

Asset Trading Corporation (DATC).

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8.3 Financial Investment Companies as at 30/6/2015:

TT Company

Charter

capital

(million

VND)

LILAMA’s

ownership

(%)

Main

business

lines

Address

1

Lilama construction

and technology

design advisory

company

20.000 10 Design

advisory

Floor 1, building E3A, 12

floors building, Yen Hoa

urban, Yen Hoa ward, Cau

Giay District, Hanoi

2 Song Thao Cement

JSC 639.400 18,74 Cement

Ninh Dan commune, Thanh

Ba district, Phu Tho

province

3 Hua Na hydroelectric

JSC 2.160.004 4,04 Hdroelectric

Floors 8+9 Nghe An

Petrolimex Building, no. 7

Quang Trung, Vinh City,

Nghe An province

4

Lilama Mechanic –

electric –

Environment JSC

39.000 5,64

Electric

mechanical,

waste

treatment

Floor 6, VP Thang Long

Building, 98A Nguy Nhu

Kon Tum, Thanh Xuan, HN

5 Oil rig fabrication

JSC 594.897 4,03

Rig

fabrication

65A2 road 30/4, Thang

Nhat ward, Vung Tau City,

Ba Ria - Vung Tau province

6 Thang Long cement

JSC 4.210.000 0,71 Cement

Le Loi commune - Hoanh

Bo district - Quang Ninh

province

7

Lilama – SHB

investment –

Construction JSC

100.000 2 Construction 81 Hoang Dieu, Đa Nang

8 SHB 8.865.795 0,705 Banking 77 Tran Hung Đạo, Hoan

Kiem, Ha Noi

9. Business situation and performance of 3 years prior equitization

9.1. Business operational situation

9.1.1. Production and Service value through years

- Consolidated revenue of the consolidated Corporation

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In: Million VND

Seq. Activity 2012 2013 2014

Value Prop

%

Value Prop

%

Value Prop

%

1 EPC, installation 9.799.200 65,34 5.673.900 64,23 5.461.958 65,37

2 Mechanical manufacture 4.233.000 28,22 2.454.600 27,79 2.305.000 27,59

3 Design consultancy 301.300 2,01 98.600 1,12 149.105 1,78

4 Other products, services 664.100 4,43 606.400 6,86 438.550 5,25

Total 14.997.700 100,00 8.833.500 100,00 8.354.613 100,00

Source: LILAMA

EPC, Installation and mechanical manufacture activities are 2 main fields of the

Corporation, which contribute large proportion into consolidated revenue of entire

Corporation (92 – 93% of consolidated revenue). In which, EPC and installation

occupies 65% in revenue structure.

- Consolidated and Gross profit

Chỉ tiêu 2012 2013 2014

Revenue 14.997,7 8.833,5 8.354,6

Gross profit 1.099,7 1.012,9 806,5

Gross profit margin 7,3,% 11,5% 9,7%

2012-2014 audited financial statements

- Revenue of Parent company

In: Million VND

Seq

.

Activity 2012 2013 2014

Value Prop

%

Value Prop

%

Value Prop

%

1 EPC, installation 9.616.564 95,58 2.879.178 89,82 3.307.799 90,59

2 Mechanical manufacture 183.404 1,82 111.806 3,49 132.258 3,62

3 Design consultancy 141.930 1,41 79.630 2,48 130.564 3,58

4 Other products, services 119.014 1,18 134.718 4,20 80.875 2,21

Total 10.060.912 100,00 3.205.332 100,00 3.651.496 100,00

Source: 2012-2014 audited financial statements of Parent company

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EPC and installation contribute largely into the Parent company’s revenue structure, 95,

58%; 89,82%; 90,59% in 2012, 2013, 2014, respectively.

The revenue of the Parent company, as well as the whole Corporation witnesses

decrease trend (mostly in EPC and installation activities) due to negative world

economic crisis, which forced Vietnam in reducing, delaying the investment in large

industrial projects and led to the decrease in EPC’s revenue. Further, in this period, some

projects that the Corporation plays role as main contractor are stepping into fulfillment

time, so the paybacks are not high. Lastly, because the Foreign Direct Investment (FDI)

for Vietnam is reduced that badly affects the increasing in new projects, the revenue of

the Corporation is below expectation.

- Gross profit of Parent company

In: Million VND

Seq. Activity 2012 2013 2014

Value Prop

%

Value Prop

%

Value Prop

%

1 EPC, installation 173.157 65,98 231.983 86,24 41.847 44,52

2 Mechanical manufacture 43.521 16,58 199 0,07 9.258 9,85

3 Design consultancy 38.320 14,60 21.897 8,14 33.947 36,11

4 Other products, services 7.433 2,83 14.907 5,54 8.949 9,52

Total 262.431 100,00 268.986 100,00 94.001 100,00

Source: 2012-2014 audited financial statements of Parent company

EPC and installation has significant contribution into gross profit structure of the Parent

company, occupies 65,98% in 212, 86,24% in 213 and 44,52% in 2014. Besides, despite

the small proportion in total revenue of the Corporation, Design consultancy field is

second contributor into gross profit structure in 2014.

- Revenue and Gross profit of Parent company:

In: Million VND

Criteria Year 2012 Year 2013 Year 2014

Revenue 10.060.912 3.205.332 3.651.496

Gross profit 262.431 268.986 94.001

Gross profit margin 2,61% 8,39% 2.57%

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Source: 2012-2014 audited financial statements of Parent company

9.1.2. Supply of goods and input materials

- Supply of goods and materials :

LILAMA has been searching for diversified supply sources, meanwhile setting up

long-term relationship with trustworthy and experienced suppliers in order to serve

the requirements of the projects.

As to the goods produced domestically, LILAMA has always oriented itself towards

building a strong relationship with capable and qualified suppliers who can satisfy

all the quality requirements for the projects with reasonable and competitive prices.

As to the types of goods that are compulsorily required for sources and quality that

cannot be produced domestically, LILAMA will choose the trustworthy and capable

international suppliers based on their product quality and competitive prices.

Some of LILAMA’s main suppliers:

Partner Country Types of

material/equipment

Foster Wheeler

Doosan

Babcock & Wilcox

Mitsubishi

USA

Korea

China

Japan

Steam boiler

GE

Siemens

Alstom

Toshiba, Mitsubishi

Doosan

USA

Germany

France

Japan

Korea

Turbine, generator

Torishima, Kawasaki, Organo

FLSmidth

FAM

Techpro

KC Cottel

Hamon

Salcon

Ghoshu Koshan

Japan

Denmark

USA

India

Korea

France

Singapore

Thailand

BOP equipment for electrical

power plant

FLSmidth

Polysius

Denmark

Germany

Equipments for cement

factory

JGC Japan Equipments for chemical oil

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Partner Country Types of

material/equipment

Technip

SK, GS

CTCI

France

Korea

Taiwan

refineries

Sumitomo, Marubeni

Hyundai, Daelim, Samsung

Japan

Korea

Equipments for electrical,

chemical oil refinery

GE, Honeywell

Siemens

Alstom

ABB

Misubishi, Yokogawa

LG

USA

Germany

France

Switzerland

Japan

Korea

Electrical and measurement

equipments

Hanwa

Sincerity, Weigang, Kingsgrating

CNT, Tan Co, Hong Ma, IPC

Kimsco

Kaefer

Japan

Taiwan

Vietnam

Korea

Thailand

Steel and iron materials,

tubes, paint, insulation

material, electrical and I&C

equipment

- The stability of the supply:

LILAMA has already built up a traditional suppliers system through the process of

implementing projects, thus the corporation can actively search for the stable material

and equipment supply that satisfied the technical and quality requirements for the

projects.

- The impact of input goods prices to revenue:

The projects, which LILAMA have been implementing, are often in long-term and

the value of materials and equipment occupies a large proportion in the contracts’

value. Therefore, the changes in prices of input goods (materials and equipments)

will affect directly LILAMA’s profit.

In order to reduce the impact of price fluctuations, besides retaining and developing

the connections with traditional suppliers, LILAMA has actively controlled its costs

by estimating the price changes and inflation at the stage of bidding dossier

preparation, negotiation and contract signing.

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9.1.3. Operation costs

Consolidated operation costs

In: million VND

TT Costs

Year 2012 Year 2013 Year 2014

Value %/Rev Value %/Rev Value %/Rev

1 COGS 13.898.012 92,67% 7.820.617 88,53% 7.548.082 90,35%

2 Financial cost 888.833 5,93% 704.432 7,97% 524.745 6,28%

3 Selling cost 3.276 0,02% 1.577 0,02% 1277 0,02%

4 Admin cost 418.281 2,79% 346.252 3,92% 331.350 3,97%

Total 15.208.402 101,41% 8.872.878 100,45% 8.405.454 100,61%

Source: 2012-2014 audited consolidated financial statement

Operation costs of the Parent company

In: million VND

TT Costs

Year 2012 Year 2013 Year 2014

Value %/Rev Value %/Rev Value %/Rev

1 COGS 9.798.481 97,39% 2.936.346 91,61% 3.557.496 97,4%

2 Financial cost 447.683 4,45% 293.009 9,14% 164.121 4,49%

3 Selling cost - 0% - 0% - 0%

4 Admin cost 136.561 1,36% 100.181 3,13% 42.355 1,16%

Total 10.382.725 98,75% 3.329.536 94,73% 3.763.972 98,59%

Source: 2012-2014 audited financial statement of parent company

Cost of goods sold: with the special characteristic of an installation enterprise, COGS is the

largest cost of the company. The proportion of this cost over years is more than 90%

revenue, even in 3 recent years the proportion is 97% of the revenue.

Financial cost: Financial cost is the second largest payment in company’s operation costs,

which has decrease trend over years because:

Decrease of cost for exchange rate difference: In recent years, foreign currency

payment of LILAMA has a decrease trend due to the drop of equipment import for

EPC contracts such as Vung Ang 1, Nhon Trach 2 projects compared to previous

years; meanwhile USD exchange rate is quite stable and has no significant changes.

Provision for financial investment: In previous years, because of economic crisis,

high lending interest, crisis in securities market, LILAMA’s subsidiaries have

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inefficiency performances. Thus, LILAMA had to make provisions for decrease in

financial investments. Together with the recovery of the economic, securities market,

and employment market, the companies that have LILAMA’s capital are getting

better, which leads to the decrease in provision amount.

Lending interest: In recent years, bank’s lending interest has been kept low, only

10%/year in the current time.

Selling cost: As operates in installation field, the Parent company has no additional amount

in selling cost like production enterprises.

Administration cost: Admin cost of the Parent company has a large fall compared to year

2013. This is because that the company is in the middle of equitization process, thus

the company made no provision for additional bad debts.

9.1.4. Quality control situation

LILAMA is applying the quality control system followed ISO 9001:2008 standard.

- Structure of quality control document:

- Quality control department: LILAMA sets up and maintains quality control department

in the corporation internally as well as in the construction site of project committees.

- Quality control process and method of production and service: LILAMA sets up a full

system of detailed process for each stage, and exact way to perform the testing and

QUALITY PROCESS 2

nd level document include:

Process of quality system * Work content

* Method

* Time

* People in charge

* Reference

* Phụ lục.

REFERENCES, FORMS OR GUIDELINES

3rd

level document include:

Detailed guidelines and references for user

on the process

* Forms

* Reports

1st level document include:

* Policy declaration

* Organization

* Rights and responsibilities

* General outline

* Process list

* Appendix

QUALITY POLICY HANDBOOK

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control procedure. This system is unified applied to the whole corporation. Kinds of

procedure are listed below:

+ Contract review

+ Design control

+ Procurement

+ Manufacturing control

+ Internal control evaluation

+ Testing and experimentation

+ Non-conforming product control

+ Correction and prevention activities

+ Data and document control

9.1.5. Policy for health, safety and environment

LILAMA applies policies for safety, health and environment followed OHSAS 18001:

2007 and ISO 14001:2004 standards.

- Structure of control system for health, safety and environment:

Handbook of safety for occupational health and environment

General control policy on safety of occupational health and environment,

Organization structure and detailed responsibility of main positions in the

corporation,

General principles in implementing the requirements under OHSAS 18001: 2007

and ISO 14001:2004 standards,

Collect all the information of activities in corporation’s departments and project

committees that satisfied all the stated requirements health and environment

safety.

Procedures

There are detailed regulations on implementing procedure in accordance with quality

system for safety, health and environment. The guidelines for processes of

implementation include:

Office HSE regulation

Project HSE regulation

Provision and control of personal safety equipment regulation

Working at height procedure

Working on water surface procedure

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Lifting equipment operating procedure

Electrical safety procedure

Working in limited space procedure

Thermogenesis working procedure

Working on day off and at night procedure

Radiation safety procedure

Excavation Safety procedure

Diving safety procedure

Toxic chemicals and materials safety procedure

Labor accidents investigation and report procedure

Rectification and preventive procedure

Document control procedure

Internal evaluation procedure

Management reviews

etc

Forms, reports, internal standards, internal decisions:

Forms, meeting minutes are made under guidelines or from meeting related to

safety, health and environment.

Internal standards and decisions related to safety, health and environment.

- Safety, health and environment control division: LILAMA sets up and maintains

quality control division in the Corporation internally as well as in the construction site of

project management boards.

9.1.6. Marketing activities:

- Method for brand name promotion LILAMA has been applying:

Direct promotion methods: advertising, direct approach to partners and customers

through marketing department; approach to social activities and projects that

LILAMA has been implementing.

Indirect promotion methods: through social media such as newspaper, television,

LILAMA website (http://www.lilama.com.vn), send email to potential partners and

customers.

- Advertising policies:

LILAMA has always understood the importance of marketing and concentrated

build up a strategic marketing plan that best suits the corporation’s periodic strategic

business plan.

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LILAMA concentrates on building up its prestigious and trademark through

implementing the projects with care, safety, high quality and in a timely manner.

LILAMA cares for and maintains the solid relationships based on the closeness and

trust with traditional customers, increasing its trustworthiness to new customers

(both domestic and foreign)

9.1.7. Logo, trademark:

The above Logo and trademark of LILAMA has been registered under:

- Certificate of product trademark registration no. 55808 dated 21/07/2004, extended by

Decision no. 15700/QĐ-SHTT issued by National Office of Intellectual Property of

Vietnam under the Ministry of Science and Technology on 30/03/2012.

- Certificate of international trademark registration “LILAMA sharp” no. 848415 issued

by World Intellectual Property Organization (WIPO) on 17/12/2004, first extension on

17/12/2014 until 17/12/2024 in 14 countries: Austria, Belgium, Switzerland, China,

Czech Republic, Germany, Spain, Italia, France, Latvia, Poland, Romania, Russia and

Ukraine.

9.1.8. Technology level:

- Project management capacity:

LILAMA has thousands of experienced employees, engineers in project management

and technology of thermal power, hydroelectric, cement, chemical plants and mature in

the field. This labor force is the crucial source that helps LILAMA successfully

implement projects, especially EPC projects. Until now, LILAMA has accomplished

full package contract from design, procurement and installation of 2x600MW capacity

coal-fired thermal power projects, 2x700MW capacity gas-fired thermal power projects,

4x600MW capacity hydroelectric plant projects, 2.4 million tons/year capacity cement

projects.

- Capacity for equipment and steel structure manufacturing

LILAMA has 20 mechanical manufacturing factories with total capacity design is

200.000 tons/year, together with modern equipments and technological lines from

Asian, Europe, America countries such as: Metal cutting processing machine CNC,

8m diameter vertical lathe, 12m length plain-bed lathe, 12x6x2,3m big sized milling

machine, automatic and semi-automatic welding machines, 100mm thick plate

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bending machines, 6.5m in diameter & 30mm thick dish-head forming machines,

testing devices and I&C instruments, etc.

Until now, LILAMA can produce domestically 70% equipments in quantity to serve

cement factory projects’ needs, and 40%-45% for thermal power plant projects.

Further, the company also has exported its mechanical manufacture to India, Japan,

Russia, Middle East, EU, etc.

Mechanical products manufactured by LILAMA are all qualified for international

standards, gained trust and good comments from investors and partners.

- Installation and Fabrication capacity

LILAMA has a well-trained labor force of more than 22.000 engineers and technical

workers, in which there are about 3.000 high-level technical welders, experienced

and certified by many international organizations. Thanks to this direct labor source,

LILAMA can take full responsibility for installing whole volume of industrial

projects. The corporation has successfully installed many heavy and special

equipment like: 190 tons drum suspension girder at 80m height, 320 tons drum at

80m height, generator stator weighted nearly 300 tons, generator rotor for the

hydropower plant weighted nearly 1000 tons, equipment modules for oil refineries

weighted nearly 1.000 tons.

LILAMA has been investing into transportation and fabrication equipment for

serving the projects implementation. In which, there are some special equipments

like 150 tons trailer, 600 tons hydraulic jack,250 tons lifting crawler crane, and 50

tons lifting tower crane.

Some of main vehicles and construction equipments of LILAMA

Seq. Assets Quantity

(piece) Origin

1 600 tons hydraulic jack 01 Germany

2 280 tons crawler crane 01 Germany

3 250 tons crawler crane 07 Japan

4 180 tons crawler crane 01 Japan

5 100 to 150 tons Crawler and wheel lifting crane 20 Japan, Germany

6 50 to 100 tons Crawler and wheel lifting crane 37 Japan, Germany,

China

7 Below 50 tons Crawler and wheel lifting crane 67 Japan, Germany,

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Seq. Assets Quantity

(piece)

Origin

China

8 40 – 50 tons crane tower 03 China

9 20 tons crane tower 01 China

10 Truck mounted crane 19 Japan, Germany,

China, Korea

11 Trailer trucks, transportation trucks 68 Japan, Germany,

USA, China,

Korea

- Welding technology

LILAMA’s unit specialized in welding technology will take responsible for research

and learning newest and most modern welding technology, train welder, quality

control of welding work on projects of LILAMA.

The corporation is applying the most modern welding methods in the works like

welding in protective gas atmosphere (TIG, MIG, MAG), and apply of Surface

Tenion Transfer welding method.

Welds are checked by advanced equipments such as X-ray machine, ultrasound

machine, and magnetic testing equipments.

The Corporation’s welding technology has satisfied welding standards of:

o The American Society of Mechanical Engineers,

o The American Welding Society

o America Petroleum Institute – standard API – 1104

o European Union – EN 287-288 standard

o Japanese Industrial Standard (JIS) – JIS Welding standard

o The American Society of Nondestructive Testing standards

Corporation’s welder has done well on weld to link the steam pipe system in

thermal power plant, sugar plant, water piping system in hydroelectric plants.

9.1.9. Research and Development situation

- Besides remaining the current market share in mechanical manufacturing products,

LILAMA has been researching and developing high technique equipments that have

high value return. Details are: heat exchange equipment, the air dryer equipment,

handling equipment, large capacity industrial fans, crushing machine, etc.

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- LILAMA has been exporting its mechanical products, together with new product

development; the company is preparing to enter into global product chain of big

international corporations. LILAMA implements this plan through every single project,

by researching, applying new technology, and engaged into relationship with capable

and experienced parties both inland and outland markets.

- LILAMA has started to study, research and plan for expanding the installation activity to

international markets.

9.1.10. The past and current contracts:

Seq. Contract name Partner Product/Service Value In Progress

1

Mong Duong 1

coal-fired

thermal power

plant

(2x540MW)

HYUNDAI

Engineering &

Construction

Co., Ltd

Installation of the

Power Island 1.720 Billion VND 2012 - 2015

2

Parliament

house and Ba

Dinh new hall

Project

management

board(PMB) of

investment in

building

Parliament

house and Ba

Dinh hall (new)

Set up the system

of electric, fire

alarm, air

conditioner and

ventilation, water

supply and

drainage

361 Billion VND 2012 - 2016

3

Thai Binh 2

coal-fired

thermal power

plant

(2x600MW)

PetroVietnam

Construction

Joint stock

corporation

(PVC)

Installing all the

mechanical-

electrical

equipment of the

power plant

2.320 Billion VND 2014 - 2016

4

Vinh Tan 4

coal-fired

thermal power

plant

(2x600MW)

Doosan Heavy

Industries

Vietnam Co.,

Ltd

Installing the main

equipments of the

power plant

1.250 Billion VND 2014 - 2017

5

Lai Chau hydro

power plant

(3x400MW)

PMB of Son La

hydro power

plant

Manufacturing,

installing hydro

mechanical

equipment,

pressure pipes and

all mechanical-

electric equipment

of the plant

1.450 Billion VND 2014 - 2017

6

Nghi Son oil

chemical

refinery

(Capacity 10

million

tons/year)

JGCS

Consortium

Material supply,

steel structure &

pipe processing

and manufacturing

Installing of steel

structure, pipes&

tanks; electrical,

I&C, insulation

systems

5.200 Billion VND 2014 - 2017

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Seq. Contract name Partner Product/Service Value In Progress

7

Song Hau 1

thermal power

plant

(2x600MW)

Song Hau 1

Petroleum

Power PMB

EPC contractor 29.699 Billion VND 2015 - 2020

8

Vung Ang 1

thermal power

plant

(2x600MW)

Vung Ang –

Quang Trach

Power PMB

EPC contractor 1.170 Million

USD 2009 - 2013

Source: LILAMA

9.2. Financial condition and business results of the last 3 years prior to equitization

9.2.1. Account receivables

In: Million VND

Criteria 31/12/2012 31/12/2013 31/12/2014

Account receivables from customers 1.209.593 1.062.408 1.263.224

Advanced payment to suppliers 910.874 1.008.405 826.197

Internal short-term receivables 160.437 503.247 187.889

Other receivables

118.773 122.712 130.110

Provision for bad debts (*) (172.718) (417.890) -

Total 2.226.959 2.278.882 2.407.420

Source: 2012 – 2014 audited financial statements of Parent company

(*) Provision for bad debt in 2014 is equal 0 is because LILAMA has to pay back the

provision for bad debts according to the law when determining enterprise value for

equitization.

9.2.2. Liabilities

In: Million VND

Criteria 31/12/2012 31/12/2013 31/12/2014

Short-term liabilities 4.752.855 3.927.845 4.499.619

Short-term debt and liabilities 1.829.687 1.402.961 1.081.460

Account payable to suppliers 1.898.370 1.804.460 2.109.315

Deferred revenue 89.235 275.551 723.972

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Criteria 31/12/2012 31/12/2013 31/12/2014

Welfare and rewards fund 4.473 2.315 1.283

Taxes and payable to State budget 65.830 21.380 2.664

Payables to employee 19.123 10.297 18.342

Accruals 800.943 359.373 523.244

Internal payables 203 287 -

Other payables 42.017 50.085 39.338

Provision for short-term payables 2.973 1.135 -

Long-term liabilities 1.285.125 1.273.765 1.028.230

Long-term debt and liabilities 1.035.364 1.020.524 1.006.025

Account payable to suppliers 225.196 229.749 -

Other long-term payables 1.207 1.168 1.147

Provision for severance allowances - - -

Unearned revenue 23.358 22.323 21.059

Total 6.037.980 5.201.610 5.527.849

Source: 2012 – 2014 audited financial statements of Parent company

9.2.3. Production and Operation results

Seq. Criteria ĐVT 2012 2013 2014

1 Total assets Mil. VND 6.565.006 5.746.323 6.311.135

2 State owned capital Mil. VND 525.799 544.713 783.310

3 Short-term debt Mil. VND 1.829.686 1.402.961 1.081.459

4 Long-term debt Mil. VND 1.035.364 1.020.524 1.006.024

5 Sales Mil. VND 10.060.912 3.205.332 3.651.496

6 Operation costs Mil. VND 9.937.761 3.044.110 3.763.971

7 Bad debts (*) Mil. VND 172.718 417.890 0

8 Average employee person 783 785 706

9 Total salary fund Mil. VND 93.009 91.618 95.878

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10 Average income VND/person/month 9.900.000 9.730.000 11.317.000

11 Profit before tax Mil. VND 51.501 20.428 33.599

12 Profit after tax Mil. VND 51.501 18.913 31.497

13 ROE % 10,3% 3,5% 4,3%

Source: 2012 – 2014 audited financial statements of Parent company

As to 31/12/2014, all the bad debts that have to make provisions according to accounting rules

are about 200 billion VND. But the Corporation has being in the middle of the equitization, thus

the company did not make the provision according to equitization law.

9.2.4. Financial ratios in 2012 – 2014

Criteria 2012 2013 2014

Liquidity (times)

Current ratio 1,02 1,03 1,03

Quick ratio 0,78 0,85 0.86

Leverage

Debt/Total assets 0,92 0,91 0.88

Debt/ Owner equity 11,46 9,55 7.06

Operation

Total asset turnover 1,34 0,52 0,61

Fixed asset turnover 35,48 12,03 11,76

Working capital turnover 1,73 0,72 0,84

Receivables turnover 11,65 2,82 1,20

Payable turnover 6,75 1,59 0,70

Inventories turnover 6,94 3,20 4,85

Profitability

Profit after tax/Revenue 0,51% 0,59% 0.86%

ROE 10,29% 3,53% 4,74%

ROA 0,69% 0,31% 0.52%

Net profit margin 0,40% 0,46% 0.65%

Source: 2012 – 2014 audited financial statements of Parent company

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9.3. Factors affect the business performance of the last 3 years prior to the equitization

Advantages

- LILAMA has always received care, guidance and instructions from the Government, the

Ministry of Construction and other related departments during its operation and

implementation of projects.

- Vietnam is a developing country, thus, there are many special projects for electrical,

cement, and petroleum works will need to be accomplished.

- With 55 years of experiences, LILAMA has become a leading EPC contractor,

installation, and mechanical contractor, and has received high appreciation from

investors, partners and customers.

- LILAMA is a prestigious trademark that is affirmed in the construction of civil and

industrial works.

- LILAMA’s human resource with more than 22.000 well-trained and professional

employee, engineers and technical workers is one of key factors that create competitive

advantage of the corporation compared to its competitors.

- The corporation’s ability on fabrication and installation equipment, mechanical

manufacture has satisfied projects’ requirements, especially with large and special

machines that serve the installation of super size and weight equipments.

- Based on mutual trust and close collaboration, LILAMA has traditional customers both

inside and outside the country’s boundary in order to accomplish many projects together.

Difficulties

- In the world’s context of recovering after crisis, Vietnam economy has also faced

challenges in many fields, including construction project investment. Inflation and loan

interest rates are high and caused the difficulty in access for enterprises. Furthermore,

the State has decreased fund for public investment and postpones many ongoing

projects. Installation enterprises thus meet challenges in accessing to the job source as

well as the fund for their business and operation.

- LILAMA’s charter capital is low and not commensurate to its operational scale; high

cost of borrowing and debt proportion, all has adversely impacted the business

performance of the corporation.

- Investment for mechanical manufacture requires large amounts of capital fund and has a

long payback period.

- Main equipments and input material provide to projects are mostly imported, thus

LILAMA has to face with the difficulty of input cost control due to unforeseeable

changes in the market.

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- In the context of world economy integration in Vietnam, LILAMA has to face with

drastically competition from foreign contractors, as well as potential domestic

contractor.

10. LILAMA position in the market in comparison with its competitors

10.1. LILAMA position in the industry

- Currently, LILAMA is a leading EPC contractor and installation contractor, mechanical

manufacture in Vietnam. The corporation has implemented full package from

engineering, procurement, supply, installation, testing, commissioning and successfully

hand over many projects to its customers.

- However, LILAMA will have to face with challenges in the process of maintaining and

developing its position in the industry, due to the competition comes from:

Strong foreign contractors compete for EPC projects;

Domestic potential contractors compete on small scale of installing contracts, which

require much less technology;

Foreign contractors who have a potential financial strength in the product

manufacture segment that have high both in technical content and in its added value,

as well a domestic contractor in the segment of simple manufactured products that

have low adding value.

10.2. Industry potential development

- EPC contractor, installation:

EPC market in Vietnam is quite attractive due to the estimated 7%/year increase of

growth for construction market from now to 2020; reach the accrued investment

fund of 340 billion USD, in which investment in power, transportation infrastructure

and manufacturing industry occupy 180 billion USD (more than 50%).

In these current integration trends, the needs for finding partners to implement the

contracts of foreign investors will increase. This is an opportunity for domestic

contractors take part into those projects.

Since the revenue is proportionate with the complication of the value chain, being an

EPC contractor will have higher revenue compared to simple installation.

- Mechanical manufacture:

Vietnam mechanical manufacture is forecasted to grow fast with a stable rate of

approximately 8.5%/year from now to 2020. In which mechanical construction,

mover machine and mechanical ship building segments have possibilities to bring

high profit margin and faster grow:

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Mechanical construction: Growth rate 9.3%; Profit margin 4.8%

Hydraulic machines: Growth rate 9.3%; Profit margin 4.7%

Mechanical ship building: Growth rate 11.6%; Profit margin 6.5%

- Design consultant and project management:

The growth of consulting industry (design, project management) proportionate with

EPC industry’s growth and mechanical manufacture, forecasted growth rates are

7%/year and 8.5%/year respectively from now to 2020.

In this severe competitive market, foreign consultants are more likely chosen based

on their financial ability, experience, technical application, independent level and

level of trust for high value and large-scale projects, especially electrical and oil

refinery projects.

10.3. Evaluation on the suitability of the corporation’s development orientation to industry

orientation, State policy and world’s common trend:

- During its operation process, LILAMA always focuses on sticking its business to

installing industry’s mission and determinations. After equitization, the corporation will

continue its operation with targeted goals including:

Continue promoting those achieved results in order to utilize the value from

LILAMA trademark, so that the Corporation can be changed from the inside to

whole scale, enhancing equipment-manufacturing ability, expanding export market,

increasing market share for maintaining and replacing service to industrial plant. All

of these changes and development will create big competitive advantage both inland

and international markets, and affirm the leading trademark for LILAMA in the

position of EPC contractor, synchronized equipment lines manufacture for industrial

projects, heading to global product chain of multinational corporation and take

responsibility for foreign projects.

Maintain and develop the EPC and installation contractor segment, improve the

manufacturing ability in order to provide 80% in volume and 70% in value of

cement factories, 60% in volume and 40% in value of electric power plans and thus

reduce the imported value, saving foreign currency for the country. Enhancing the

ability in design, consultancy, supervise and project management, original

technology purchasing, together with developing currently owned consultant

companies in compliance with determination of in-depth specialization and increase

localization proportion so that the ability of EPC contractor will be improved

gradually.

Pushing import – export activities; expanding in term of partnership, market,

manufacturing field to power, cement and industrial plants; increasing the proportion

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of exported revenue to 60% of total revenue from manufacture for participating into

global connected product chains and fabrication works internationally.

- With joint stock company model, LILAMA can raise up all the resources include fund

and human resources from all economic organization, native or foreign individuals.

Whoever takes part into the business and operation of LILAMA will help the firm

change and develop, create more jobs for employees, increase the State budget;

changing of corporate governance, creates development motivation, improve efficiency

and also competitive capacity.

- In brief, the developing orientation of the corporation is completely suitable with

industry’s orientation, the State policy and the world’s common trends.

VI. BUSINESS ACTIVITIES AFTER EQUITIZATION

1. Joint stock company name, lines of business

Company name : TỔNG CÔNG TY LẮP MÁY VIỆT NAM – CTCP

English name : VIET NAM MACHINERY INSTALLATION CORPORATION – JSC

Abbreviated name : LILAMA

Head office : No.124 Minh Khai, Hai Ba Trung district, Ha Noi

Tel : 043.863 7747

Fax : 043. 863 8104

- Lines of business

Inheriting business lines in the certificate issued by Hanoi Department of Planning and

Investment on initial business registration no 0100106313 on 01/09/2010, 1st

amendment issued on 05/12/2012, the Corporation business lines after equitization

include:

Trading , export of materials, machines, equipments, spare parts, manufacturing and

consuming materials, automated technology lines, consumption goods, means of

transportation, agency for consumption of for domestic and international goods in

accordance with current laws and regulations ;

Translate the codes and standards, specific documents related to construction and

installation, new technology lines; Training technicians and workers for social needs

and the corp.’s itself. Advanced training and award certificate for the welder;

Training for labor force for working abroad in determined terms;

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Checking, experimenting, adjusting the electrical equipment, I&C system, thermal

power system for technical lines; Supervising, quality testing the welding joints and

physical nature of materials;

Ship building and repair for river and sea transportation;

Design, equipment manufacture and processing steel structure for civil and industrial

works;

Construction consultancy, EPC contractor and package contractor for civil, industrial

and infrastructure works such as project planning, designing (in the registered

working scope) and financial estimate planning, supervision consultancy, project

management, supplying of technical and auto-controller equipment;

Trading on real estate, tourism, hotel, restaurant and amusement parks;

Trading on goods transportation, OOG equipment, lending processing and

transporting equipments; Invest and build the works include: industrial work

(hydroelectricity plants, thermal power plants, cement, oil chemistry, paper and

steel), civil, transportation, irrigation, water supply and urban infrastructure;

Export of labor, equipment, material, technology of machinery installation and

construction;

Manufacturing and trading of construction material;

Trading and developing in housing and construction consultancy;

EPC contractor for civil, industrial, transportation, irrigation, post office, electric

transformer and urban infrastructure works;

Manufacturing and trading on construction under the State’s plan, including

equipment building and installing

2. Joint stock company organization structure

(Please refer to next page)

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JOINT STOCK COMPANY ORGANIZATION STRUCTURE CHART

Steering line

Supervising line

SUBSIDIARIES

AFFILIATES

DEPUTY GENERAL

DIRECTOR

DEPUTY GENERAL

DIRECTOR

DEPUTY GENERAL

DIRECTOR

DEPUTY GENERAL

DIRECTOR

ADMINISTRATIVE

AND PERSONNEL

DEPARTMENT

PROJECT MANAGEMENT

BOARDS

PROJECT MANAGEMENT BOARDS,

STEERING BOARD, LILAMA

REPRESENTATIVE OFFICES IN

CONSTRUCTION SITES

DOMESTIC AND INTERNATIONAL

CORPORATION REPRESENTATIVE

OFFICES

COMPANY BRANCH

BAC VINH INDUSTRIAL

ZONE INVESTMENT AND

DEVELOPMENT

RESTRUCTURING

BOARD WELDING

TECHNOLOGY

INSTITUTE

ECONOMIC TECHNICAL

DEPARTMENT

DEPUTY GENERAL

DIRECTOR

HUMAN RESOURCES

DEPARTMENT

VEHICLE

MANAGEMENT

DEPARTMENT

LEGAL -

APPRAISAL

DEPARTMENT

PLANNING –

INVESTMENT

DEPARTMENT

FINANCE – ACCOUNTING

DEPARTMENT

DEPUTY GENERAL

DIRECTOR

RISK MANAGEMENT

DEPARTMENT

BOAD OF DIRECTORS

GENERAL

DIRECTOR

GENERAL MEETING OF

SHAREHOLDERS

INTERNAL AUDIT

BOARD

BOARD OF

CONTROLLERS

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2.1. General meeting of shareholder (GMOS)

GMOS consists of all shareholders with voting rights and has the highest power

authority of the company, decides all the issued that stipulated by law and company

regulation. GMOS will vote for Board of Management and Board of Controllers of the

company.

2.2. Board of Directors (BOD)

BOD is the management authority, which has full representative rights of the company

to decide all related issues to company’s purpose and rights except issues under the

decision right of GMOS. Rights and obligations of BOD are stipulated under the Law,

regulation and internal rules of the company.

2.3. Board of Controllers

Control all corporate governance and business operation activities on behalf of

shareholders. Be responsible before GMOS and the law for the tasks and liabilities as

listed below:

- Check on company’s accounting books and financial report, check on the

reasonableness, legal status of business operation and finance of the company, check

on the implementation on BOD’s decisions.

- Present checking reports on financial documents, and independent opinions of

checking results on issues related to business operations, as well as activities of BOD

and Board of Management of the company;

- Require BOD convokes extraordinary meeting of shareholders in case of necessary;

- Other rights as stated in company regulation.

2.4. Board of management (BOM)

Implementing all decision of BOD and GMOS, business plan and investment plan of the

corporation, which have been approved by BOD and GMOS. Other tasks are as

stipulated in company regulation.

2.5. Functional departments and institute: The joint stock company has 08 functional

departments and 01 welding technology institute. Details of duties and functions of

departments and institute are detailed in 02 attached appendixes.

2.6. Subsidiaries and affiliates to 2017

- Subsidiaries: 08 companies include Lilama 18 JSC; Lilama 10 JSC; Lilama 45.1

JSC; Lilama 69.1 JSC; Lilama 69.2 JSC; Lilama 69.3 JSC; LISEMCO JSC; LHT

Engineering International JSC.

- Affiliates: 08 companies include: Lilama 3, Lilama 5, Lilama 7, Lilama 45.3, Lilama

45.4, Lilama erection mechanical JSC, Lilama ME Testing JSC, CIMAS

Engineering JSC.

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2.7. Political and political – social parties: The joint stock company has a party

organization, trade union, youth union.

3. Business operation plan after equitization

3.1. Main economical criteria of business and production plan in 3 years adjacent to year

after equitization

Seq. Criteria In Year 2015 Year 2016 Year 2017

1 Charter capital Million VND 1.500.000 1.500.000 1.900.000

- State owned proportion % 51% 51% 40%

2 Total asset Million VND 5.004.916 12.019.656 10.927.689

3 Owner Equity Million VND 1.508.495 1.579.162 1.986.978

4 Total revenue Million VND 4.213.935 13.971.588 13.987.325

EPC,

installation

- Equipment supply Million VND 0 6.308.670 7.360.120

- Installation Million VND 2.828.730 5.844.976 4.924.440

- Mechanical Manufacture Million VND 261.710 1.461.244 1.231.110

- Project management and

consultancy Million VND 58.690 198.270 198.270

- Other product, service

trading activities Million VND 1.017.820 100.000 200.000

- Financial revenue Million VND 46.985 58.428 73.385

- Other revenue Million VND 0 0 0

5 Total expenses Million VND 4.163.334 13.748.439 13.765.358

6 Tax Million VND 36.428 88.781 83.817

7 Profit after tax Million VND 40.521 178.519 177.573

8 ROE % 2,7% 11,9% 9,3%

9 EPS VND 270 1.190 935

10 Dividend/charter capital % year 2% 6% 8%

11 Investment plan Million VND 26.000 633.506 493.819

- Equipment and Machinery Million VND 26.000 26.000 194.700

- Invest in subsidiaries Million VND - 607.506 299.119

12 Average employee Person 860 880 890

13 Total salary fund Million VND 142.416 159.456 165.540

14 Average

income/person/month VND 13.800.000 15.100.000 15.500.000

Source: Equitization plan of parent company – Vietnam Machinery Corporation

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3.2. Solutions to implement the planned targets

In order to implement planned targets for 3 years 2015 – 2017, the corporation presents

these below group of solutions, which include:

3.2.1. Solution for business lines, trademark and market:

- Concentrate on 02 main business lines that LILAMA has potential growth, high

competitive capacity: (1) EPC; (2) Mechanical manufacturing.

Main lines of

business Proportion General development strategy

EPC 73,5-75,5% Main products are industrial construction

projects (power, cement, petroleum and gas

complex, chemistry, etc), which are

implemented under the form of EPC or partially

E,P,C.

Mechanical

Manufacturing

24,5-26,5% - In-depth specialization and focus on

accumulation of facilities as well as potential

foundations of LILAMA.

- Increase proportion in EPC’s contract value of

LILAMA.

- Participate in global supporting products supply

chain to big international organizations in the

world.

- Stop the investment and withdraw capital from nonessential business fields.

- Enhance quality control activity in the company; apply quality control systems that are

suitable with global practices. Parent company and subsidiaries will set up an efficient

quality management policy, in order to increase level of trust in the market, satisfy high

requirements from customers.

- Continue to fulfill and improve quality control system in order to satisfy increasingly

high requirements from customers.

- The parent company and its subsidiaries have a comprehensive, synchronize program for

improving company’s trademark. Reasonable invest in finance and human resource to

develop and promote trademark. This is an important solution to enhance company’s

competitive ability and to develop markets.

- As to EPC market: prioritizes to exploit power projects, especially those projects in “List

of power projects will operate in period 2013-2020”, meanwhile participates more

balance into fabrication or manufacturing industrial projects and expands the “E” and

“P” parts for a higher profit rate.

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- As to mechanical manufacturing market: expands current technical product list, in

which, pay highly attention for high-class auxiliary products, as well as takes part into

the design and project management activities. Furthermore, the company will build up

its capacity in order to participate into global product chain.

3.2.2. Solution for applying technical and technology improvements:

Implementing strategy for technology transformation, improvement, supplementation of

automated equipments; applying science and technology into industrial production;

increase investment in application of advanced-technical for productivity and quality

improvement.

3.2.3. Solution for finance and capital

- Restructuring of debts: structuralize all debts as soon as there is an approval for

searching to replace short-term debt with high interest by long-term borrowing, low

interest. By doing so, LILAMA can improve its fund flows and liquidity, as well as

creates more capitals provide to business production.

- Restructuring of investments: stop investing widely, withdraw capital from inefficiently

companies and outside of main business lines, which include:

Remain invested capital and no additional investment in 05 companies:

LILAMA 45-1 JSC

LILAMA 69-2 JSC

LILAMA 69-3 JSC

LHT International Consultant JSC

CIMAS Design Consultancy Co. Ltd

Capital withdrawal below 50% charter capital in 05 companies:

LILAMA 5 JSC

LILAMA 7 JSC

LILAMA Mechanical Machinery Installation JSC

LILAMA 45.3 JSC

Withdraw entire capital in 13 companies:

LILAMA 3 JSC

LILAMA 45.4 JSC

Lilama Urban Development and Construction Investment JSC (UDC)

Song Vang hydroelectric JSC

Hua Na hydroelectric JSC

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Song Thao Cement JSC

Thang Long Cement JSC

PetroVietnam Marine Shipyard JSC (PVY)

LILAMA Real estate JSC (Lilama Land)

LILAMA construction design consultancy & technology JSC

LILAMA Mechanical – electronic – Environment JSC

LILAMA SHB construction investment JSC

Sai Gon – Ha Noi Commercial Bank JSC

- Increase charter capital and owning proportion in 04 core companies that operate in

main business lines:

LILAMA 10 JSC

LILAMA 18 JSC

LILAMA 69-1 JSC

LISEMCO JSC

(According to Decision no 715/QĐ-BXD dated 18/06/2015 of the Ministry of

Construction on the adjustment of scheme “Restructuring and enhancing corporate

governance efficiency of Vietnam Machinery Installation Corporation period 2012-

2015, orientation to 2020”)

Currently, LILAMA is taking part in the program “State-owned enterprises Reform and

corporate governance facilitation” funded by Asia Development Bank (ADB) and the Ministry

of Finance. If there is an approval for lending fund, LILAMA plans to borrow 80 million USD

(the company has not yet determined the lending rate and time because it is in the negotiation

process), including OCR borrowing (Ordinary Capital Resources) and ADF borrowing (Asian

Development Fund) in order to:

Restructure middle and long terms debts of parent and core companies;

Increase ownership proportion of parent company in core companies;

Technical support for enhancing corporate governance capacity.

- Enhance efficiency of using fund, and use fund in the manner of flexibility,

effectiveness, concentration and these control schemes:

As to outstanding debts: pushing up the collection of debts through establishment of

specialized debt collecting units, which responsible for debt classification, planning

for suitable debt collecting method with individual customer. Make provisions with

bad debts and plan for selling outstanding debts, bad debts to preserve State capital.

As to debts of member companies: increase rights and responsibilities through

capital representative in each company to push up debt collection. Collecting debts

through deduction on economic contracts sign with the corporation.

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- Heading to stock listing in securities market for enhancing the transparency to attract

investors and improve production efficiency.

3.2.4. Corporate governance solutions:

a. Restructuring Corporate Governance

- Fulfill corporate governance structure including separation of functions between

BOD and BOM so that the independence, the routine accountability will be ensure

and comply with the law’s regulation.

- Improve the operating efficiency of BOD and BOM include building the effective

working scheme and evaluation system (KPI) between BOD and BOM.

- Fulfill internal control system for risk supervision, evaluation and supervision

procedures, and management system.

- Enhance risk management activity: set up strategy for risk management, organization

structure and reporting scheme as the foundation for internal audit plan.

- Enhance internal audit activities include checking on effectiveness, efficiency of risk

management system and internal audit framework.

- Fulfill information system to serve the corporate management, implement

information disclosure transparently.

- Fulfill supervision system on member companies include instruments, guidelines to

supervise regularly and effectively, track and evaluate subsidiaries’ operation.

b. Restructure management model:

Parent company – the Corporation will take the role as strategic planner, effective

operator and financial investor:

- The Parent company build up overall development strategy to determine

subsidiaries’ operation follow main business lines; the parent company will support

and supervise the construction process, implement strategy in member companies.

- The Parent company will remain its own production, which has large proportion in

revenue structure of the whole corporation; the Parent company will concentrated

manage information of customer, projects, and has overall strategy in promote for

project bidding; Assign the subsidiaries to participate in bidding, receiving contracts,

and implement small scale project in accordance with their capacity.. As to large

scale projects having complex technical requirements, the Parent company will still

be responsible for bidding promotion and take charge as EPC contractor.

- The Parent company will continue to invest capital to increase owning proportion in

effective subsidiaries that operate in main business lines; withdraw all capital in

subsidiaries operate in main business lines but not yet effectively and others that

operate in non-core business lines.

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c. Restructuring organization and employment structure:

- Rearranging and streamlining management line and other department. Continue with

new recruitment, training and retraining for labor force; make training plan for

enhancing knowledge of managers to satisfy corporate governance requirements.

- Decrease indirect employee to suitable rate to improve operation management

efficiency: (1) Tracking number of indirect employee for transferring to direct

production units. (2) Utilize current indirect workforce for training on new

specializations that the corporation needs, after that they will directly implement

technical service such as operating, trial running, maintenance for industrial plants.

- Set up operation scheme for project management boards, management board of

LILAMA in construction sites towards increase activeness under 2 methods: (1)

independent financial operation; (2) dependent operation with cost allocation.

d. Restructuring member companies

- LILAMA’s core companies will be determined to increase invest towards

specialization in 02 main business lines, in which there are 03 companies will be the

core for EPC field, and installations (1) EPC for power plants, (2) Gas and petroleum

EPC, (3) other industrial EPC; the 01 other member company will be the core for

mechanical export pilot.

- Based on current situation, strength of each company, LILAMA will arrange,

restructure all its subsidiaries into EPC lines and mechanical exportation and testing.

In each line, the corporation will choose 01 strongest company to be the core, and

other will play a role as satellite companies.

- Strengthening organization structure and managers of subsidiaries so that they work

effectively yet slightly, meanwhile implement solution for improve labor efficiency.

3.2.5. Solution for improving labor efficiency

- Perfecting of unit and production team structure; training and retraining for

improving management skill for team leaders; rearrange production line, remove

redundant and unreasonable stages.

- Assigning job in production team with flexibility and suitable with reality

requirement, ensure that there is no temporary stop of operation that causes the

employee has to stop their jobs such as lack of equipment, working tools or

materials, etc.

- Invest in purchasing modern processing equipments to improve labor efficiency.

- Improve the allocation in production: publicly implement the direct allocation

scheme to employee, so that they know how much they will get after finishing the

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job. The settlement of physical benefits for employee is the most important

motivator to push up and improve production efficiency.

3.2.6. Solution for labor force development:

In the future, the corporation will try to ensure the qualified management team as well as

the inheritance in the corporation. It will assist member companies in term of building

high and middle level of management team, manage the human transferring internally

within corporation system, checking and supplementing member for BOM, controllers

board, BOD. Further, training and developing the labor force to have new ability and

ready for a new organization structure in the future will be also implemented.

Developing an internal human resource management center in order to determine the

best fit and potential talent for job requirement, in the mean time, individuals also can

find the best developing chance for themselves.

The Corporation will invest and develop its own human resource through main activities

that shown below:

- Improving mechanism of recruitment, salary, remuneration and benefits to

employees:

Set up and standardized the process of recruitment, labor training by completing

the system of regulations, rules for labor recruitment. The process includes the

set up for labor evaluation criteria through work result indicators, set up of salary

scheme and bonus stick to working result.

Set up and perform some special policies to employees work in machine

installing industry, who usually move and work under projects, unstable job, and

work in remote areas.

Set up professional working environment that ensure the fairness, democratic,

long-term stability and create chances for employee to reveal their talents. It is

required to have the mobilization scheme for encouraging enthusiastic people,

promoting friendly behavior culture between owner and employee.

- Training, fostering and developing human resources:

Build up and perform the plan for developing the labor source to satisfy the

requirement of business in both quantity and quality, according to the structure

and scale of main business lines.

Build up and perform the plan, training program for improving labor’s ability,

technique, specialization in all level of management in the Corporation with

various methods that fit with corporation’s strategy on development.

Concentrate on language training for engineer, technical workers. Increase the

rate of engineer/technical worker for 1/5 to 2/5.

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Strategic training plan to labor force like financial assisting for employee’s

abroad training, enhancing the international cooperation on training, nurturing

and developing human resources.

Financial assisting for employee’s abroad training for modern technology,

prioritize for new science and technology study that can serve the corporation

main business lines, as well as corporate governance study.

Renovating, breakthrough in the relationship with world famous organizations

who are supplier and partner of LILAMA such as GE, Siemens, FLSmitdth,

Alstom, etc, in training, and improving skills, knowledge for corporate

management of the labor force.

- Plan to foster the management staff:

Continue to fulfill dossier system providing guidance on and instructions for

standard condition of staff planning and appointment, together with checking and

supervising its implementation.

Choosing those employees who are capable, qualified, experienced and dedicated

to LILAMA and who have ethical qualities for training and appointment to

important tasks.

Training enhancement for increasing employee’s qualification through internal,

external and international training so that the labor force can update and be well

trained for new knowledge on corporate governance and ready for new tasks,

missions.

Performing the policies that encourage young generation to do their best, willing

to assign them on leader, manager position if qualified, and rejuvenates the

management team.

3.2.7. Solution for risk management

- Building general policy on risk management, which creates full perception as well as

responsibility of LILAMA management lines and department, specialized in risk

control.

- Set up of handbook for risk management process in particular operating field; set up

of recognition method, evaluation and solution for risk control in specified

department.

- Set up, publish, update and amend the regulation for internal control so that the

corporate governance, management and consultancy must be clear and open. There

is a clear task appointment in risk control and prevention among the departments.

- Strengthen and improve employee knowledge in general, especially to those who

directly control the risks such as internal control department, legal and appraisal

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department, etc. Further, the corporation will set up a specific risk control

department or appoint current internal control department to be responsible to

consult on the risk management and risk statistics.

- Renovate and strictly perform internal checking, controlling as well as to

subsidiaries followed the gorvernment’s regulations.

- Improve professional knowledge and level of safety management positions in

projects, construction sites.

- Risk statistic.

4. Charter capital and Joint Stock Company charter capital structure

4.1. Charter capital

- Charter capital: 1.500.000.000.000 VND

- Share par value: 10.000 VND/share

- Toal number of shares: 150.000.000 shares

4.2. Shareholders structure

Seq. Category No. of shares Value of share

(VND)

Holding

rate (%)

1 Shares owned by the State 76.500.000 765.000.000.000 51,00%

2 Shares offered to the Employee, in

which: 2.399.500 23.995.000.000 1,60%

2.1 Shares offered at a discount of 60% lowest

successful bidding price 626.300 6.263.000.000 0,42%

2.2 Additional shares register to buy under

commitment of long-term working in the

Corporation (200 shares/commited year)

1.005.200 10.052.000.000 0,67%

2.3 Additional shares register to buy under

commitment of long-term working in the

Corporation (500 shares/commited year)

768.000 7.680.000.000 0,51%

3 Shares offered to the auction 35.550.250 355.502.500.000 23,70%

4 Shares offered to Strategic investors 35.550.250 355.502.500.000 23,70%

In total 150.000.000 1.500.000.000.000 100,00%

Source: Equitization plan of Parent company – Vietnam Machinery Installation Corporation

4.3. Plan for increase/decrease the charter capital after transforming into joint stock

company:

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According to the plan, the Corporation intend to increase the charter capital into 1.900

billion VND in 2017, however, based on the reality of business performance, together

with the changes in working capital and investment funds, LILAMA will build up the

detailed plan that flexible suits the periodic business of the Corporation.

VII. SALE METHOD AND SHARE PURCHASE PAYMENT

1. Sale method

1.1. To the employee

Shares offer to employees who are listed in regular labor list of the corporation as at the

time of declaration of enterprise value (on 10/03/2015)

- Total number of employee who are entitled to purchase at a discount: 561 persons

- Total working years: 6.263 years

- Total shares that registered to buy by the employee: 2.399.500 shares, in which:

Purchase at a discount under working years: 626.300 shares

Additional purchase under working for long-term commitment in the

Corporation: 1.773.200 shares

- Occupy 1.6% of charter capital

1.2. To the share offered to public auction

- Number of share offering: 35.550.250 shares, corresponds 23.70% charter capital.

- Offering method: through auction in Hanoi Stock Exchange

1.3. To the share offered to strategic investor

- Number of shares offering: 35.550.250 shares, corresponds to 23.70% of charter

capital

- Criteria for strategic investor selection:

Being domestically or foreign investor who has financial ability, having positive

business performance of 2 years prior to the time register as strategic investors.

The priority belongs to the one who has same business lines as LILAMA’s;

Having written commitment to hold shares of LILAMA at least 05 years since

LILAMA is granted initial business registration certificate, operates in

accordance with the business law under the form of Joint stock company; Each

strategic investor register to buy minimum of 7.500.000 shares, corresponds 5%

of charter capital;

Having written commitment to support LILAMA after the equitization in: new

technology transfer; human resource training; improving financial ability;

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corporate governance; materials and equipments supply; market development;

Having written commitment to make NO transaction which could lead to profit

conflict with LILAMA and LILAMA’s other investors after chosen as strategic

investor;

Having written commitment to implement together with the Corporation on the

restructuring scheme of Project 3 that under “Reform program for State owned

enterprises and corporate governance facilitation” which is funded by Asia

Development Bank (ADB);

Besides all above stated criteria, foreign investors must have account in the

company that provide payment service and operates in Vietnam. All the activities

related to shares purchase must be announced with this account and under

regulations of Vietnam legal system.

- Number of strategic investors: maximum 3 investors. LILAMA is searching for

strategic investors currently.

- Sale method: direct negotiation.

- Time of share sale to strategic investors: After the public auction.

- Sale price: Not below the successful bid in the auction

- Share sale organizer: The equitization steering committee directs LILAMA to

proceed the selling procedure to strategic investor.

2. Payment method and deadline

- As to shares offer to public auction: the offering method and payment due date will

be regulated in IPO auction regulation issued by Hanoi Stock Exchange;

- As to shares offer to employee: decided by the equilization steering committee;

- As to shares offer to strategic investors: decided by the equilization steering

committee.

VIII. PLAN FOR THE USE OF PROCEEDS COLLECTED FROM EQUITIZATION

1. Expected proceeds collect from the equitizaiton

TT Costs category Value (VND)

1 JSC charter capital 1.500.000.000.000

2 Actual State capital in the enterprise after the revaluation 780.324.037.466

3 Proceeds collected from equitization 754.469.644.000

a From shares offered to employee at a discount 3.870.534.000

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TT Costs category Value (VND)

b From shares offered to employee under the commitment to work

for a long-term 18.263.960.000

c From shares offered to strategic investors 366.167.575.000

d From shares offered to public auction 366.167.575.000

4 Share value calculated by starting price offered to employee,

strategic investors and public auction 735.000.000.000

5 Additional issued shares calculated in par value (5) = (1) - (2) 719.675.962.534

6 Implemented equitization costs 2.545.000.000

7 Costs for implementing the policy for redundant employees 0

8 Surplus left in the enterprise that corresponds with the rate of

additional issued share/charter capital (8) = { (3) - (4) - (6) -

(7)} x { (5)/(4)}

16.571.781.580

9 Payback to the State Budget (9) = (3) - (5) - (6) - (7) - (8) 15.676.899.886

Source: Lilama

2. Plan for dealing with the proceeds collected from the equitization

- The proceeds from equitization will leave to the enterprise a amount that corresponds to

additional issued shares calculated in par value; The capital surplus (if any) will be used

to pay for equitization costs and policy for redundant workers (if any). If it is not

enough, the supplement will be added from Assistance funds for Restructuring and

Developmetnt of Enterprises.

- The remainings (if any) will be dealt as belowed:

Pay to Assistance funds for Restructuring and Developmetnt of Enterprises when

equitized 100% State-owned enterprise the share value that the State sells calculated

in par value;

The remaining (if any) will be distributed in two ways: leave to the corporation the

proportion corresponded with the additional issued shares in capital structure; the

other remaining pay to Assistance funds for Restructuring and Development of

Enterprises.

IX. PLAN TO PARTICIPATE IN THE STOCK MARKET

In the case that the Corporation is qualified as a public company, in the period of ninety

(90) days since the day of receiving business registration certificate, the Corporation has

to complete dossier for publicly-traded company registration, register for share custody

on Vietnam Securities Depository and trading on the stock market in accordance with

current regulations.

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In the case that the Corporation is qualified for listing share in the stock exchange, in the

period of one (01) year since the day of receiving business registration certificate, the

Corporation will complete the listing profile for share listed on stock exchange

according to the law on securities and stock market.

X. RISK FACTORS AFFECT TO THE ISSUER BUSINESS PERFORMANCE

1. Economic risks

1.1. Economic Growth:

The reality and potential of economy’s development have always had the impacts on the

survival and growth of firms. When the economy is in the periods of high growth will

create many opportunities for firms to develop. On a contrary, as the economy declines,

the recession will cause a negative impact to the businesses.

GDP Growth period 2004 - 2014

Source: Vietnam General Statistics Office

GDP in 2014 reached 5.98%, surpassed the nation plan of 5.8% and was the highest rate

in the past 4 years. In which, the construction industry has become the main motivator of

the economy with the rise of 7.14% compared with 5.42% in 2013, in the context of

slow growth of service industry.

Moving to 2015, the domestic economic witness significant recovery and achieved high

growth rate compared to stated plan (6,2%) and much higher than the same periods in

previous years. GDP growth rate of first 9 months is 6,5%.

The economy’s difficulties and instabilities recent years have being affected directly to

the Corp. trading and operating activities. Although the nation economy has gradually

escaped from recession stage, the Corp. must continuously being active and having the

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timely solutions for all unpredictable situations, as well as taking all the available

opportunities for its own survival and development.

1.2. Inflation:

Inflation indicators affect the business operation through its manufacturing and trading

costs. In 2004-2014, the Vietnam’s inflation rate has grow approximately 9.8% per year,

which is far higher than the rate of some Asian countries like Thailand (2.7%) or China

(2.1%).

Source: Vietnam General Statistics Office

In 2014, CPI (consumer price index) movement was entirely beyond experts’

predictions, when it only raised 1.84% compared to year-end 2013, and had become the

lowest rate for the past 13 years. The reason caused this fact was food and foodstuff,

which are the highest proportion group in the basket calculation, grew only 2.61%

meanwhile other groups like houses, construction materials group and transportation

group witnessed the fall of 1.95% and 5.57% (due to a 12 times decrease of fuel price),

respectively. Some other groups such as education and medical just grew slightly

relative to the past years.

In 2015, the country average 9 months CPI only raised 0,75% in comparison with same

previous period. This is the lowest point in the past 10 years of Vietnam.

The low inflation rate will have positive effect on enterprise operation, which helps the

Corporation control the inputs’ prices and costs, ensures the stable performance of the

business. However, low inflation indicator also shows a weak consumer demand, which

leads to the increase of deflation and a negative impact on economic growth target.

2. Legal risk

Vietnam is currently on the development process, thus its legal system is being

completed gradually. The policies are changed to become suitable with every

development stage of the economy. Therefore, the present legal documents are

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unavoidable from the inadequacy and overlap, which creates difficulties for not only

individuals but also enterprises’ activities. Because the corporation after equitization will

operate under the provisions of the Business Law and other related legal documents, all

the changes in legal enviroment will all affect on the firm’s business.

3. Business typical risk

- Operational risk:

Based on the firm’s main business lines, the typical time for construction is always long,

which has caused the slowness in disbursement, checking and taking over the projects.

Not to mentioned that it takes considerable time to get agreement and payment between

the investors and contractors. Besides, due to the improper estimates that are not

commensurate with the investment funds, the working period has been stretched, again,

leads to the slow disbursement. For all the stated reasons, the corporation’s financial

condition has been significantly affected and could not reflect properly the business

efficiency, the results of revenues, income between the operational quarters, as well as in

the fiscal year.

- Competitive risk:

Competition situation in the field of building and installing civil construction is

increasing intensely day by day, especially when the public investment is not as copious

as previous periods; many companies have to face the challenges from the competitive

pressure in order to gain construction contracts. As one of possible solutions, installing

corporations have to find a way to improve their own technical technology, enhance

their competitive advantages to reduce those risks that could negatively affect to firm’s

growth, as well as number of contracts and revenues.

- Risk from price fluctuation of input material and equipment:

The projects that LILAMA has been involving in the implementation are normally long-

term; inputs values occupy large proportion in contract value. Thus, price fluctuation has

greatly impact on LILAMA’s revenue recognition. In order to reduce these effects from

pricing changes, besides remaining and developing the traditional supplying systems,

LILAMA has actively control the costs by calculating the changing price factors,

inflation at the point of preparing the bidding profile, negotiating and signing the

contract.

- Risk of loan costs:

Due to the quite low rate of Owner equity/total equity, loan cost has become the factor

that directly affects the business and investment result of the Corp. Although this cost is

calculated at the planning stage, there are many out-of-control factors that have effects

on loan interests. Thus, the business and investment plans might be under the effections

of the loan cost risk.

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4. Risk of the offering

The relationship between demand and supply in the market, which relies on the

economic as well as investor’s psychological factors, has a great impact on the stock

prices. There is a possibility that the number of shares offering for the auction cannot be

fully distributed.

5. Other risks

According to the provision on Clause 4 Article 21 Decree No. 59/2011/NĐ-CP dated

18/07/2011 of the Government on the transformation of the 100% State – owned

enterprises into the Joint stock companies, if there is a decrease between the actual value

of the State owned capital portions as at the time when the enterprise officially transform

to a joint stock company compared to the time the enterprise is valued (to LILAMA was

on 01/07/2014), that decrease should be dealt with as followed.

5.1. Due to objective causes:

If causes by objective reasons such as natural disasters, enemy sabotage, changing in the

State policies or international markets,etc, the enterprise has to report to the authorised

agencies who can approve for equitization plan so that they can evaluate, and decide to

use the source from share sale to offset the losses after deduct the insurance

compensations (if any). In case the money from selling share is not enough for the

offset, the authorised agencies may present the issue to the General meeting of

shareholders to get agreement on charter capital’s size and structure adjustment.

5.2. Due to subjective causes:

- If the loss was due to a failure to deal completely with existing financial issues in

accordance with current State regulations, then liability of relevant bodies such as

the enterprise itself, consultants, auditors or the body which made the equitization

decision must be clearly confirmed, in order to process compensation for material

loss; caused by the improper solve;

- If the loss was due to executive operation of production and business activities; or if

management caused a loss of capital and assets, then senior managerial staff of the

enterprise shall be liable to pay compensation for the loss subjectively caused in

accordance with the current regulations;;

- If for the reasons of force majeure a person liable to pay compensation is unable to

do so in accordance with the decision of the authorised body, then the remaining loss

shall be dealt with as if it was due to objective reasons as stipulated in sub-clause 5.2

above.

Furthermore, there are many other risks that are force majeures such as natural disasters,

epidemics, war, fires, etc that would cause the damages for assets, human and business

operation of Corporation if happen.

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XI. CONCLUSION

This information disclosure is a part of IPO profile of Vietnam Machinery Installation

Corporation – One Member Company Limited, which is provided to investors with the

purpose to assist them in their own evaluation on the assets, business performance, financial

condition and the prospect of the Corporation in the future. These herein information do not

mean to guarantee for the share’s value.

This information disclosure is made on the basis of information as well as the data provided

by Vietnam Machinery Installation Corporation which ensure the openness, transparency,

fairness, together with the protection of the investors’ legitimate interests.

Investors should take the reference on this information disclosure before making the

decision to participate in the auction.

Lastly, this English version of LILAMA IPO Information Disclosure is only for translation

and reference purposes. The official IPO Information Disclosure, which has been approved

by the equitization steering committee, is in Vietnamese.

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VIET NAM MACHINERY INSTALLATION CORPORATION INFORMATION DISCLOSURE

Hanoi, ............... 2015

REPRESENTATIVE OF EQUITIZATION STEERING COMMITTEE

DIRECTOR OF ENTERPRISE MANAGEMENT DEPARTMENT

MINISTRY OF CONSTRUCTION

MEMBER OF EQUITIZATION STEERING COMMITTEE

DAU MINH THANH

REPRESENTATIVE OF OFFERING ORGANIZATION

VIETNAM MACHINERY INSTALLATION CORPORATION

CHAIRMAN – MEMBERS’ COUNCIL

NGUYEN DINH HAI

GENERAL DIRECTOR

LE VAN TUAN

REPRESENTATIVE OF ADVISORY ORGANIZATION

SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY

GENERAL DIRECTOR

VU DUC TIEN

CÁC CÔNG TY LIÊN KẾT

PHÓ TỔNG GIÁM ĐỐC

CHI NHÁNH

CÔNG TY ĐT&PT

KCN BẮC VINH

PHÒNG

PHÁP CHẾ -

THẨM ĐỊNH

PHÒNG

KẾ HOẠCH

-ĐẦU TƯ

PHÒNG TÀI CHÍNH

KẾ TOÁN

PHÓ TỔNG GIÁM ĐỐC