for IPO... · Web viewPROSPECTUS PROSPECTUS PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4)

AUCTION ORGANIZATION

HA NOI STOCK EXCHANGE

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

Tel: (84.4) 3936 0750 Fax: (84.4) 3934 7818

TỔ CHỨC PHÁT HÀNH

WATERWAY TRANSPORT CORPORATION – ONE MEMBER LIMITED LIABILITY COMPANYAddress: No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam

Tel: (84-4). 38732226 Fax: (84-4). 38731729

TỔ CHỨC TƯ VẤN

BAOVIET SECURITIES COMPANY

Headquarter: 8 Le Thai To, Hoan Kiem, Ha Noi

Tel: (84-4) 39288080 Fax: (84-4) 39289888

HCM Branch : 11 Nguyen Cong Tru, District 1, Ho Chi Minh city

Tel: (84-8) 3914.1993 Fax:(84-8) 3914.1991

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EQUITIZATION STEERING COMMITTEE OF PARENT COMPANY - WATERWAY TRANSPORT

CORPORATION AND WATERWAY TRANSPORT CORPORATION RECOMMEND INVESTORS SHOULD

CAREFULLY READ THE INFORMATION IN THIS DOCUMENT AND AUCTION REGULATIONS BEFORE

AUCTION SUBSCRIPTION.

DECEMBER 2013

PROSPECTUS

THE ENGLISH VERSION OF THE PROSPECTUS IS FOR INFORMATIONAL PURPOSES ONLY, NOT AN OFFICIAL TRANSLATION. THE ONLY OFFICIAL

VERSION OF THE PROSPECTUS IN VIETNAMESE THAT HAS BEEN APPROVED BY THE HANOI STOCK EXCHANGE CAN BE FOUND ON THE

WEBSITE OF THE HANOI STOCK EXCHANGE (www.hnx.vn).

PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4). 38732226 Fax: (84-4). 38731729

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PROSPECTUS

CONTENTS

I. ABBREVIATION.....................................................................................................................4

II. RISK FACTORS.......................................................................................................................4

III. PARTIES RELATED TO THE PROSPECTUS.......................................................................5

IV. BASIC INFORMATION OF THE OFFERING.......................................................................6

1. Legal ground of the offering.....................................................................................................6

2. Offering organization and information of shares offered..........................................................7

V. BASIC INFORMATION OF THE OFFERING ORGANIZATION BEFORE EQUITIZATION...............................................................................................................................8

1. Process of formation and development.....................................................................................8

2. Name, address of the company..................................................................................................8

3. Business lines:...........................................................................................................................9

4. Organizational structure before equitization...........................................................................11

5. Business network (branch, subsidiaries, subordinates and associates)...................................13

6. Business activities of VIVASO before equitization................................................................15

7. Financial status in 3 years before equitization........................................................................24

8. Business performance 3 years before equitization..................................................................26

9. The position of VIVASO compared to other enterprises in the same industry.......................27

VI. BUSINESS DEVELOPMENT PLAN AFTER EQUITIZATION.........................................28

1. Basic information of the Incorporation after equitization.......................................................28

2. Employees continues to work after equitization.....................................................................34

3. Major enterprise assets transfering to the joint stock company..............................................35

4. Business development orientation period 2014 - 2016...........................................................42

5. Plan of capital use from equitization.......................................................................................47


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PROSPECTUS

I. ABBREVIATION

- VIVASO Waterway transportations corporation- One limited liability Company

- BVSC Bao Viet securities Company

- HNX Hanoi stock exchange

- FS Financial statements

II. RISK FACTORS

1. Economic rick

According to economic social development plan for 5 years from 2011-2015, Vietnam will grow by 6.5 – 7% per year, in which the growth rate target for the first two years is 6-6.5%; reducing inflation is the first priority, stabilizing macroeconomics and ensure social security, creating stable base for fast growth of the following years. However, in 2012, GDP growth rate was much lower than plan, which only reached 5.03% (also much lower than the GDP growth rate of 2011 – 5.89%).

As a corporation operating in waterway transport, VIVASO’s performance is affected by the economic growth of the world in general and Vietnam in particular.

2. Legal risk

As a state-owned enterprise in the process of converting to operating as a joint-stock company, the operation of VIVASO is governed by the system of legal documents related to equitization, Law on Enterprises, tax laws, regulations on joint – stock company...

After converting, VIVASO will be operating as a joint – stock company and will be governed by securities law and guideline documents related. However, because the system of law is in the process of finalizing so the policy changes can be happened any time. It might affect the business operation of the company.

Legal risk of changes or addition of policies related to the resource extraction activities, environment protection or tax laws will directly affect the business operation of VIVASO.

3. Specific risks

Key products and services of the company are waterway transport services. The positive development of the transport sector due to the support of local government and has great influence to the business activities of VIVASO

4. Other risks

Beside risks stated above, the other risk such as disaster, fire, war etc... are unforeseen risks. If occurring, they will damage assets, people and the operations of VIVASO.


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PROSPECTUS

III. PARTIES RELATED TO THE PROSPECTUS

1. Equitization steering committee of Waterway Transport Corporation

Mr. Pham Ngoc Dich Chairman of Members’ Council of VIVASO – Head

Mr. Tran Huu Luan Member of Members’ Council of VIVASO, General Director – Deputy head

Mr. Vu Anh Minh Deputy head of transport enterprises changing and management department, Ministry of Transport – Deputy head

Ms. Dao Thanh Thao Deputy head of Finance department, Ministry of Transport – Deputy head

Mr. Nguyen Manh Hung Member of Members’ Council of VIVASO, Deputy General Director, President of VIVASO’s Union – Member

Mr. Nguyen Van Son Deputy General Director of VIVASO – Member

Mr. Ton Quang Hiep Head of human resource department of VIVASO – Member

Mr. Nguyen Thanh Binh Chief accountant of VIVASO – Member

Mr. Nguyen Tu Thu Head of Investment Planning Department of VIVASO - Member

Ms. Trinh Thi Thanh Minh Deputy Head of human resource department of VIVASO - Member - Secretary

Mr. Dinh Cong Minh Chief officer of transport enterprises changing and management department, Ministry of transport - Member

Ms. Pham Thi Giang Chief officer of Finance department, Ministry of transport – Member

Mr. Hoang Van Thu Head of Business II of corporate finance department, Ministry of Finance - Member

We take full responsibility for ensuring that the information and data provided in this disclosure is completely honest, consistent with the fact, necessary and sufficient for investors to assess the assets, operations, financial condition, results and prospects of VIVASO.

2. Representative of VIVASO

Mr. Tran Huu Luan Position: General director of VIVASO

Mr. Nguyen Thanh Binh Position: Chief accountant of VIVASO


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PROSPECTUS

We take full responsibility for ensuring that the information and data provided in this disclosure is completely honest, consistent with the fact, necessary and sufficient for investors to assess the assets, operations, financial condition, results and prospects of VIVASO.

3. Representative of consulting organization

Ms. Nguyen Thi Thanh Thuy- Deputy CEO of Baoviet Securities Company

We ensure that the construction and the selection of words in this Prospectus have been made that are reasonable and prudent based on the information and data provided by VIVASO. We ensure that the steps taken and the content of the information comply with the order required under the provisions of the law, but does not intend to guarantee the value of the securities.

IV. BASIC INFORMATION OF THE OFFERING

1. Legal ground of the offering

Decree No. 59/2011/ND-CP dated 18/07/2011 of Government on conversion of state-owned enterprise to joint stock company;

Circular No. 196/2011/TT-BTC dated 26/12/2011 of Ministry of finance on the guidance of the initial public offering and management, use of proceeds from the equitization of 100% state – owned company transformed into joint stock company;

Decison No. 1764/QD-BGTVT date 25/6/2010 of Ministry of transport on equitization of parent company – Waterway Transport Corporation to One member Limited Liability Company;

Business registration certificate no. 0100109480 dated 29/10/2010 of Hanoi Department of Plan and investment;

Document No 2447/TTg-DMDN date 28/11/2011 of Prime Minister on approval restructuring plan of state-owned corporation of Ministry of Transport;

Decision No. 49/QD-BGTVT dated 08/01/2013 of Ministry of transport on equitization of parent company – Waterway Transport Corporation;

Decision No. 58/QD-BGTVT dated 08/01/2013 of Ministry of transport on setting up parent company’s equitization steering committee;

Decision No. 69/QĐ-TCCB ngày 15/01/2013 of Member committee – VIVASO on setting up supporting team for equitization steering committee of parent company – VIVASO;

Decision No. 3181/QD-BGTVT dated 14/10/2013 of Ministry of transport on approval PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4). 38732226 Fax: (84-4). 38731729

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PROSPECTUS

on company valuation of VIVASO;

Decision No 112 dated 15/1/2014 of Ministry of transport on approval on equitization plan and conversion of VIVASO to joint stock company

Contract No. 72/2013/BVSC-VIVASO/PTV-CPH dated 12/11/2013 between Baoviet securiries company and Waterway Transportation Corporation on share auction service.

2. Offering organization and information of shares offered

Name of offering organization: WATERWAY TRANSPORT CORPORATION - ONE LIMITED LIABILITY COMPANY

Headquarter : No 158 Nguyen Van Cu way, Bo De ward, Long Bien district, Hanoi City, Vietnam.

Tel : (84-4) 3873 2226

Fax : (84-4) 3873 1729

Charter capital post-equitization: 327.737.000.000 VNĐ (Three hundred and twenty seven billion, seven hundred and thirty seven million dong)

Par Value : 10.000 dong/share

Total Share : 32.773.700 shares.

Volume of offered shares : 15.177.987 share, equivalent to 46,31% of charter capital.

Type of offered shares : Common shares.

Selling method : Initial public offering through competitive auction.

Auction method : regulated in «Share auction regulations of Transport design consulting incorporation » issued by Hanoi stock exchange.

Limitation on registered volume: Each investor is allowed to purchase minimum quantities of 100 shares and maximum of the total shares offered which is 15.177.987 shares.

Starting auction price : 10.000 dong/share.

Limitation on placing price : Each investor is allowed to place 1 price.

Price Step : 100 dong


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PROSPECTUS

V. BASIC INFORMATION OF THE OFFERING ORGANIZATION BEFORE EQUITIZATION.

1. Process of formation and development

Parent Company – Waterway transport corporation was first Northern Waterway Corporation, which was established due to decision no 2125QĐ/TCCB-LĐ dated 13/8/1996, on the base of separating 12 units from Vietnam Inland Waterway Department.

From 1996 to 2013, VIVASO has completed the reorganization and transformation the unit members. Implementing decision no 1764/QĐ-BGTVT dated 25/6/2010 of Ministry of Transport, VIVASO has business as a Parent company – Waterway Transportation Corporation – One Limited Liability Company since 01/7/2010.

Implementing decision no 49/QĐ-BGTVT dated 08/01/ of Ministry of Transportation on the approval of equitization VIVASO, VIVASO positively performs the VIVASO’s equitization.

2. Name, address of the company

- Full name in Vietnamese: TỔNG CÔNG TY VẬN TẢI THỦY - CÔNG TY TNHH MỘT THÀNH VIÊN.

- Trading name in Vietnamese: TỔNG CÔNG TY VẬN TẢI THỦY- Trading name in English: WATERWAY TRANSPORT CORPORATION

ONE MEMBER COMPANY LIMITED- Abreviated name: VIVASO- Logo :

- Headquater Address: No 158 Nguyen Van Cu way, Bo De ward, Long Bien district, Hanoi City, Vietnam

- Tel: (84-4). 38732226- Fax: (84-4). 38731729- Email: [email protected] Trading account no: 0761100666888 at Military Bank – Hoan Kien

branch- Tax code: 0100109480 - Managed governing authority: The ministry of transport- Governing body: The ministry of transport- Type of business: State-owned enterprise operating under the

model of parent company – subsidiary; independent accounting record, full legal status and seal.

3. Business lines:


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PROSPECTUS

According to the busineess registration certificate no. 0100109480, the main business lines of the corporation are as follows:No Field1 Constructing all kind of houses2 Concrete product and other product from cement and plaster3 Repairing other equipment4 Repairing machines and equipment5 Trading other construction material and equipment. As follow:

- Wholesale cement;- Wholesale bricks, tiles, stone, sand.

6 Warehouse, as follow:- Warehouse in Bonded area;- Warehouse in cold storage (Except Bonded area)

7 Producing parts and accessories for motor and engine8 Building ships and floating structures9 Support services for waterway transportation

10 Producing wrinkled papers and cover; others kind of papers and cover11 Trading motors12 Wholesale metal and metal ore13 Wholesale other engines, equipments and accessories.

As detail:- Wholesale other engines, equipments and accessories for mining and

building.14 Producing body of motor and trailer15 Repairing and maintaining transport vehicles (except automobiles, motorbike,

and other motor vehicles)16 Producing pulp, paper and cover17 Wholesale automobiles and other motor vehicles18 Preparing ground (Do not include leaking mines and other similar at ground)19 Wholesale electronic and telecommunication equipments and components20 Wholesale garment;21 Installing electric systems;22 Repairing electric equipment;23 Repairing electronic and optical devices;24 Manufacturing Radiant and electronic devices in medicine , electrical therapy;25 Manufacturing house electric;26 Producing other metal products;27 Mechanical processing, handling and metal coating;28 Manufacturing plastics products;29 Manufacturing other rubber products;30 Manufacturing paints , varnishes and coatings similar mastics;31 Business ownership or rental property;32 Manufacture of lighting equipment;

Brokerage (not including securities, insurance, real estate and marriage with foreigner);


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PROSPECTUS

Consultant to study abroad;Business beverage and restaurant services (not including bars, karaok, dance hall);Valet parking;Commercial advertising;Business entertainment and sports;Parking services;Trading personal items;Trading detergents (except for illegal chemicals );Trading alcoholic beverages (wine, beer) and soft drinks (excluding business bar);Trading equipment and spare parts;Trading personal and family items Producing and saling (including exporting ) products from wood , bamboo, cork, straw and plaiting materials (excluding prohibited wood);Mail and goods delivery services;Postal services;Business hotel and motel;Tourism;Imports of road transport, electrical and electronic material, office equipments and civil electrical goods;Exports of light industry, handicraft and agricultural products; garments, construction materials, chemicals for industry;Trading and processing coal, ores;Consulting career (including workers, graduated students, intellectuals) for domestic and foreign enterprises;Short -term vocational training;Giving the employee working abroad;Agents of machinery items, materials, equipment, spare parts and fuel; Topographic survey;Design of road works;Monitoring and implementing road works;Designing residential and industrial structure;Geological Survey of construction works;Supervising and implementing residential and industrial works; Architectural DesignInvestment advisory and construction of transmission lines and transformer stations;Construction of non- residential ( industrial parks , urban areas , export processing zones and eco-tourism ); Construction of the water supply pipe;Construction of the transportation , industrial and irrigation;Production and extraction of construction materials;Repairing and buiding new means of road transport;Repairing and building waterway transport;Repairing and installing communication and electronic equipment;


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PROSPECTUS

Stevedoring and warehouse business;Transporting tourists on the river, on the bay, on the lake ;Business Transportation and multimodal transport ;Transportation of goods and passengers by waterway, road and abroad ;Design irrigation works.

4. Organizational structure before equitization


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Organizational structure diagram before equitization

DEPARTMENT SUBORDINATE UNITS SUBSIDIARIES ASSOCIATES

Business Department Construction and Design Consultant Company

Waterway Transport No 1 Joint Stock Company Nam Dinh Waterway Transport Joint Stock Company

Finance and accounting department Hanoi Port Waterway Transport No 2 Joint Stock Company

Organization department Kim Sơn Ship building & transport Company Waterway Transport No 3 Joint Stock Company

Administration deparment Technical Supplies and Trade Company Waterway Transport No 4 Joint Stock Company

Technical department Hoa Binh Construction and Transport Company

Thai Binh Waterway Transport Joint Stock Company

Investment & development department Viet Tri Port Ha Bac Port Joint Stock Company

Human Resources and International Trade Company

Transport and Stevedoring Inland waterway One member Limited Company

Hong Ha Construction and Investment CompanyCorporation Office

PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4). 38732226 Fax: (84-4). 38731729 12

GENERAL DIRECTOR

DEPUTY DIRECTORS

MEMBER COMMITEE

SUPERVISOR

PROSPECTUS

5. Business network (branch, subsidiaries, subordinates and associates)

5.1 Units under VIVASO

No. Name Address

1 Construction and Design Consultants Company No. 158 Nguyen Van Cu- Bo De Ward - Long Bien District – Hanoi - Vietnam

2 Hanoi Port No. 78 Bach Dang road – Thanh Luong Ward – Hai Ba Trung District - Hanoi

3 Kim Sơn Ship building & transport Company Kim Sen Village - Kim Sơn ward – Dong Trieu District – Quang Ninh Province

4 Technical Supplies and Trade Company No. 55- 29 lane – Khuong Ha Street – Khuong Dinh ward – Thanh Xuan District – Hanoi

5 Hoa Binh Construction and Transport Company Thai Thinh ward – Hoa Binh City – Hoa Binh province

6 Viet Tri Port Cluster 29- Hong Ha II street – Ben Got ward – Viet Tri City – Phu Tho Province

7 Human Resources and International Trade Company

No. 158 Nguyen Van Cu- Bo De Ward - Long Bien District – Hanoi - Vietnam

8 Hong Ha Construction and Investment Company No. 78 Bach Dang road – Thanh Luong Ward – Hai Ba Trung District - Hanoi

9 Corporation Office No. 158 Nguyen Van Cu- Bo De Ward - Long Bien District – Hanoi - Vietnam


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PROSPECTUS

5.2 Subsidiaries:

No Name AddressCharter capital (dong)

Proportion (%)

Sales (mil. dong) Net income (mil. Dong) Dividend

2012 (%)2012 9M/2013 2012 9M/2013

1Waterway Transport No 1 Joint Stock Company

No2 – Lang Yen Street – Hai Ba Trung District – Hanoi 37.331 56,2 295.779 247.880 6.194 5.949 12

2 Waterway Transport No 2 Joint Stock Company

Ninh Khanh ward, Ninh Binh City – Ninh Binh province 27.674 72,1 154.441 126.707 2.187 873 7

3 Waterway Transport No 3 Joint Stock Company

No. 22 Cu Chinh Lan street – Hong Bang District – Hai Phong city 25.000 54,33 89.264 71.813 1.574 3.648 5

4Waterway Transport No 4 Joint Stock Company

No 436- Hung Vuong road – Hung Vuong ward – Hong Bang District – Hai Phong city

28.720,19 68,5 114.406 69.045 2.550 1.405 7

5Thai Binh Waterway Transport Joint Stock Company

No. 1 Ly Thuong Kiet – Thai Binh city – Thai Binh province 5.240,4 77 30.728 18.234 228 458 3,6

6 Ha Bac Port Joint Stock Company

Zone 5- Dap Cau ward – Bac Ninh city – Bac Ninh province 2.712,46 60 25.220 18.622 190 80 5

7Transport and Stevedoring Inland waterway One member Limited Company

Hoang Dieu road – Thanh Binh ward – Ninh Binh city 45.430,13 100 170.386 138.578 -11.243 -1.580 0

5.3 Affliates and other investments

TT Name Address Charter capital

Proportion (%)

Sales (mil. dong) Net income Dividend 2012 (%)2012 9M/2013 2012 9M/2013

1

Nam Dinh Waterway Transport Joint Stock Company

No 50 May To road – Ngo Quyen ward – Nam Dinh city 6.817 15,89 28.698 22.121 664 379 10


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PROSPECTUS

6. Business activities of VIVASO before equitization

6.1. Business activities in each field

The products and services of VIVASO

VIVASO focus on the main products such as: transport services, stevedoring, and business warehouse, transport services on river ports, stations; building and repairing waterway transport, construction and labour export...

Transport services

Because Vietnam is in the period of international integration, VIVASO determined that market is the key issue of the business results of the company. Since then, market understanding, market surveys and identification of traditional customers are carried on to strengthen relationships. In addition, the market domination with quality, freight and close relation are the goal of VIVASO. Besides, VIVASO rearranges operating system under the overall coordination, creates proactive in exploiting the market for the units (such as: Division areas by unit’s competency, being on behalf of the Corporation in negotiation) to make following and evaluating imformation favorable and exactly. Then, VIVASO’s general execution is internal emulation, but not competition. From the synchronized solutions and the strict discipline, VIVASO’s transport market is stable and grows both quantity and quality.

Stevedoring, business warehouse, transport services on Port River, stations

VIVASO has currently managed 3 unload cargo ports for power plants, cement plants, chemical plants, industrial and economic zone in the northern provinces and cities. Pier and wharf systems are capable of handling from 3.5 to 4 million tons of cargo through. Some ports, which have geographical advantages such as Hanoi Port, Viet Tri Port, are promoting their advantages.

Hanoi Port is becoming a green and clean port, and it changes to invest in terminal.

Viet Tri Port promote geographical advantages, which is convergence of river port, road and railway, so this port capables of high multi-modal connectivity and becomes the gathering place of the northern region.

Hoa Binh Port: after completing political purpose, that is serving the construction of Son La Hydropower plant and makes this project ahead of schedule, this port utilizes to exploit people's items, Northwest festivals.

In addition, the beyond ports have exploited storage effectively by associating to have capital to exploit space with high efficience.

Building and repairing waterway transport

Building and repairing waterway transport of VIVASO are producting mechanics to shipbuilding, slipway systems. The sync of the factories makes VIVASO can build 1.000 TPT ship and many kinds of coasters.


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PROSPECTUS

Construction

VIVASO has 3 construction companies which have equipped a number of construction equipment such as graders, vibratory rollers, cranes ... They have executed some large projects such as renovating and expanding Lang-Hoa Lac road, constructing animation storage Zone, the National Film Institute, Vietnam Dance College... Many works are appreciated in both quality and construction schedule by investors.

Labour export

Human Resources and International Trade Company has good relationship with customers and its employee system is capable to do well market survey and exploting. So that, it is rated as one of the typical unit in the country for export labour amount and reducing dispute. Though market remains difficulties, the company still completes its plan and exceed plan of the year before.

Some pictures of products and services of the Company:

Stevedoring at Hai Phong thermoelectric plant


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PROSPECTUS

Union of means wait for loading and unloading cargo

2400 ton fleet


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PROSPECTUS

Coal fleet for Pha Lai thermoelectric plant

Carriage of super size and weight cargo for hydropower plant


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PROSPECTUS

Carriage of super size and weight cargo for Mong Duong power plant (1)



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PROSPECTUS



Carriage of super size and weight cargo for Mong Duong power plant (5)PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4). 38732226 Fax: (84-4). 38731729

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PROSPECTUS

Carriage of super size and weight cargo for Son La Hydropower Plant

6.2. Revenue and profit structure

a. Revenue structureUnit: mil. dong

Items2010 2011 2012 9M/2013

Value proportion (%) Value proportion

(%)Value

proportion (%)

Value

Transport and services 225.354 37,9 182.894 27,3 175.778 25,2 131.833 23,7

Stevedoring and services 139.464 23,5 89.536 13,4 92.232 13,3 69.174 12,4

Mechanics and services 96.161 16,2 71.345 10,6 33.845 4,9 25.384 4,6

Construction and services 133.280 22,4 110.350 16,5 108.450 15,6 53.521 9,6

Other revenue 216.009 32,2 285.671 41 276.177 49,7Source: VIVASO

b. Profit structure

Unit: mil. dong

Items2010 2011 2012 9M/2013

Valueproportion

(%)Value

proportion (%)

Valueproportio

n (%)Value

proportion (%)

Transport and services

3.426 37,9 2.842 27,3 2.630 25,2 (1.652) 23,7

Stevedoring and services

2.124 23,5 1.395 13,4 1.388 13,3 (864) 12,4

Mechanics 1.464 16,2 1.104 10,6 512 4,9 (320) 4,6


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PROSPECTUS

and servicesConstruction and services

2.025 22,4 1.718 16,5 1.628 15,6 (669) 9,6

Other Profit 3.352 32,2 4.280 41 (3.464) 49,7Source: VIVASO

Other revenue and other profit upon is selling fuel and cement. Specifically, the Company earns money from providing fuel such as gasoline, diesel ... for the cargoes of the company members and business as an agent for cement companies.

6.3. Raw materials

Raw materials and the stability of raw material supplies

In the transportation business: The main materials are gas and oil bought from dealers. Prices of these materials, which depend on price of Vietnam National Petroleum Group, take a large proportion of the cost.

In manufacture: costs of repair, maintenance and preservation depend on prices of metals namely: corrugated iron, steel, paint, welding rods… Almost of them are domestic products, but corrugated iron sheets are imported. Therefore, cost of product depends greatly on prices of imported corrugated iron sheets. Although there are many corrugated iron sheets supplies but price changes complexly. Another factor that affects mechanical production is power, it decides the progress of implenentaion and it is bought from local power companies.

The impact of raw material cost to revenue and profit

Raw materials take a large proportion of product cost. In transportation business, fuel cost takes 25 to 30 % price. In manufacture, cost of corrugated iron, steel, paint, welding rods take 80% price. Therefore, the price of raw material affects VIVASO’s business results.

6.4. Operating cost

The company controls cost by setting norms for the whole company, such as fuel comsumption norm, and regulations on the use of facilities and protective equipment etc. .. The company also improves the management, saving maximum cost to increase efficiency in business. Compared to other companies in this industry, VIVASO’s production costs are on average.

Breakdown of main cost items of company in recent years are showned below:Unit: dong

ITEM2010 2011 2012 9M/2013

Value % sale Value % sale Value % sale ValueCost of good sold

520.083

90,01%

563.321,0

87,65%

590.386,0

87,22%

480.920 88,7%


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PROSPECTUS

Financial cost 17.861 3,09% 26.411,0 4,11% 28.057,7 4,15% 18.035 3,32%Selling cost 426 0,07% 256,3 0,04% 538,4 0,08% 449 0,08%Administrative cost 43.148 7,46% 58.604,6 9,12% 63.964,4 9,45% 58.685 10,82

%Source: Audited FS of VIVASO in 2011, 2012 and FS 9M/2013

6.5. Technology

As a big waterway transport enterprise, VIVASO has a big fleet, as below:

List of VIVASO’s fleet

No. Content Quantity

1 Push boat 41 units = 10.378CV

2 Barge 164 units = 69.070TPT

With a current fleet capacity, the company has annual transport capacity from 2.5 to 4 million tons of cargo, to meet the needs of inland waterway transport in the North region.

6.6. Research and development

The company has always focused on research and product improvement especially waterway transport to be suitable with natural conditions and requirements of stevedoring ports. Therefore, its fleets are strengthened in both quantity and quality day by day. The more increasing the means’ speed are, the more fuel consumption dropped. Replacing by hydraulic, steering systems are durable, safe and easy to manipulate. Living conditions on means are increasingly improved.

6.7. Quality control of products and services

The company set up a management system, which is safe, quality and environmentally protective to meet the requirements of the Code of the International Safety Management and Quality Management Systems ISO 9001 ÷ 2000. In which, it describes the corporation’s orientation, policies, processes that requires all crew and onshore staff adhere to vessel operators while ensuring effective principles namely: Safety, Quality and environment. Safety, quality and environmental protection management systems have been contributing positively to the effective ship – operation. The system is annually reviewed and updated to meet the innovation of the Convention, the Ministry of International Law. Moreover, the company always encourages crew members and staff in exchanging opinions to an ever-improving systems, to further improve the quality and effectiveness of this management system.

6.8. Marketing activities

As a typical, oldest and most prestigious enterprise in the waterway transportation, the company has always focused on building activities and promoted the brand by keeping


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PROSPECTUS

commitment of providing the best service to customers. Corporation has young, dynamic, enthusiastic marketing staff who are always ready to advise and support information to customers.

In parallel with business activities, VIVASO also positively contribute to the social activities and humanitarian aid such as supporting floods fellow, Agent Orange victims... These activities not only show tradition such as: Whole leaves wrap torn leaves, When you eat a fruit, think of the man who planted the tree, but also mean brand advertisers and bring good image of company to the public.

6.9. Trading brand, registration of invention and copyright

Company logo is the abbreviation of the Corporation. Corporation unregistered trademark at the National Official of Intellectual Property of Vietnam.

6.10. Large contracts which are in progress or signed

VIVASO often contracts to transport for large customers. As below:


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PROSPECTUS

No. Contract no. Content Implementing time Partner

1248 HĐVC/VINACOMIN-VIVASO

Contract: Coal transportation by waterway mean for electricity production in 2013

2013

Vietnam national coal mineral industries holding corporation


Contract: Coal transportation by waterway mean for Ha Bac Fertilizer and Chemical One Limited Company in 2013

2013



Contract: Coal transportation by waterway mean for producing cement, ceramic tiles in 2013

2013



Contract: Coal transportation by waterway mean for electricity production in 2014

2014Vietnam national coal mineral industries holding corporation


Contract: Coal transportation by waterway mean for Fertilizer and Chemical One Limited Company in 2014

2014



Contract: Coal transportation by waterway mean for producing cement, ceramic tiles in 2014

2014



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PROSPECTUS

The above contract is the framework contract between VIVASO with Vietnam national coal mineral industries holding corporation. The payment is calculated based on the actual shipping weight. Every month, based on the delivery notes and transportation invoices, Vietnam national coal mineral industries holding corporation will pay to VIVASO.

7. Financial status in 3 years before equitization

7.1 Assets

Unit: Mil. dongNo. Item 2010 2011 2012 9M/2013

1 Current assets 205.535 311.616 325.050 300.017

Cash and cash equivalents 28.919 54.306 45.600 19.805,9

Short-term financial investments 500 - 12.000 2.550,0

Receivable 120.059 182.857 194.183 192.894,2Inventory 45.421 56.878 61.419 70.470,1Other current assets 10.636 17.575 11.848 14.296,6

2 Long-term assets 376.831 399.886 412.479 493.897Long – term receivable 3.081 66 183 6.254,6Fixed assets 289.680 313.140 322.787 338.922,1Long –term financial investments 76.593 79.858 82.707 145.904,8

Other long – term assets 7.477 6.822 6.802 2.815,8

Total assets 582.366 711.502 737.529 793.914

Source: Audited FS of VIVASO in 2011, 2012 and FS 9M/2013

7.2 LiabilitiesUnit: Mil. dong

Item 2010 2011 2012 9M/2013A. Accounts receivable 123.139,6 182.923,9 194.365,9 199.148,8I. Short term account receivable 120.058,8 182.857,5 194.182,8 192.894,21. Receivable from customers 100.414,7 127.726,7 163.250,3 175.599,22. Advanced payments to suppliers 10.320,1 20.237,3 20.193,0 16.902,93. Internal receivables 485,6 18.050,6 410,5 694,14. Other receivables 8.873,7 16.878,2 13.361,3 5.662,15. Provision for bad debts -35,3 -35,3 -3.032,4 -5.964,2II. Long term accounts receivable

3.080,8 66,4 183,2 6.254,6

1. Receivable from customers 1.192,8 136,0 91,7 264,32. Advanced payments to suppliers 1.957,6 0,03. Internal receivables 1.000,0


26

PROSPECTUS

Item 2010 2011 2012 9M/20134. Other receivables 1.020,0 1.020,0 1.640,4 4.990,45. Provision for bad debts -1.089,6 -1.089,6 -1.548,9 0,0B. Accounts payable 315.527,5 439.083,1 463.559,8 470.257,7I. Short-term liabilities 222.180,7 325.669,3 331.811,8 330.524,51. Short-term debts 69.866,1 84.535,7 97.449,3 118.770,12. Payable to suppliers 102.517,3 115.932,8 142.835,6 130.762,03. Advanced payment from customers

13.447,978.657,7 21.150,7 34.911,0

4. Tax and other payables to government 11.337,8 12.109,3 14.952,3 17.715,05. Employees payable 12.086,4 19.511,8 29.803,9 11.849,96. Accrued expenses 3.915,0 4.618,4 1.130,4 155,17. Internal payables 2.333,8 1.190,0 11.686,5 1.676,58. Other payables 4.196,6 7.581,4 9.474,4 12.811,19. Provision for payables 13,6 0,010. Welfare and reward fund 2.466,2 1.532,2 3.328,7 1.873,9II. Long-term liabilities 93.346,8 113.413,8 131.748,0 139.733,21. Long term liabilities to suppliers 2.500,0 2.886,5 0,02. Other long-term payables 2.333,7 2.079,7 7.879,2 6.472,33. Long-term borrowings 85.627,1 103.163,8 118.734,0 126.602,74. Deferred income tax returns 0,05. Allowance for job loss 789,7 895,0 136,9 0,06. Provision for long-term liabilities

0,0 0,0

7. Unearned Revenue 2.096,3 4.388,8 4.997,9 6.658,2Source: Audited FS of VIVASO in 2011, 2012 and FS 9M/2013.

The Corporation has no overdue debts and doubtful debts.

7.3 Balances of fundsUnit: mil. dong

Item 2010 2011 2012 9M/2013I. Owner’s equity 265.681,3 271.042,1 272.592,7 323.656,41. Charter capital 189.569,7 188.349,7 188.349,7 309.111,72. Other capital 17,0 17,0 0,03.Research and development fund 12.125,4 12.173,2 15.336,9 15.808,74. Financial reserve fund 1.461,9 1.585,5 2.584,9 2.775,35. Other funds of owner 3.178,7 21,9 4,0 0,06. Undistributed earning 576,8 7.006,0 4.411,4 -10.871,47. Construction investment fund 58.768,8 58.768,8 58.768,8 116,08. Enterprise arrangement supporting fund 0 3.120,0 3.120,0 6.716,0


27

PROSPECTUS

II. Other funds 1.157,0 1.377,0 1.377,0 0,01. Funds 1.157,0 1.377,0 1.377,0

Total 266.838,3 272.419,1 273.969,7 323.656,4Source: Audited FS 2011, FS after tax inspection and FS quarter 3/2013

8. Business performance 3 years before equitization

8.1 Several financial indicators before equitization

Consolidated dataTT Chỉ tiêu ĐVT 2010 2011 2012 9T/20131 Total assets Mil dong 1.051.080,3 1.124.423,3 1.136.559,7 1.280.419

2 Owner’s equity Mil dong 187.774,3 188.414,5 185.140,0 357.092

3

Revenues from the sales of products and services

Mil dong 1.271.956,4

1.405.656,3

1.386.284,4 1.187.201

4 Cost of goods sold Mil dong 1.136.690,1 1.220.008,4 1.187.322,0 1.043.823

5 Gross profit Mil dong 135.266,3 185.647,9 198.962,3 143.377

6 Earnings before tax Mil dong 18.762,9 23.913,8 23.504,1 5.269

7 Corporate tax Mil dong 4.622,0 6.332,2 6.238,0 2.227

8 Net income Mil dong 14.141,0 17.581,6 17.266,1 3.0849 Number of employees Person 5.035 4.443 3.908 3.750

10 Average salary 1.000

dong/person/m 3.475 4.238 5.018 6.100

11Net income / Owner’s equity % 7,5% 9,3% 9,3% 0,9%

Source: Audited FS 2011, FS after tax inspection and FS quarter 3/2013

Data of the Incorporation – holding company only

No. Item Unit 2010 2011 2012 9T/2013

1 Total assets Mil dong 582.366,0 711.502,0 737.529,0 793.914

2 Owner’s equity Mil dong 189.569,7 188.349,7 188.349,7 309.112

3

Revenues from the sales of products and services

Mil dong 577.809,9 642.682,4 676.874,9 542.173

4 Cost of goods sold Mil dong 520.082,8 563.321,0 590.386,0 480.920

5 Gross profit Mil dong 57.727 79.361,5 86.489,0 61.253PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4). 38732226 Fax: (84-4). 38731729

28

PROSPECTUS

No. Item Unit 2010 2011 2012 9T/2013

6 Earnings before tax Mil dong 9.039,3 10.410,9 10.437,9 -6.969

7 Corporate tax Mil dong 1.474,7 1.698,7 1.689,6 781

8 Net income Mil dong 7.564,6 8.712,2 8.748,3 -7.750

9Net income / Owner’s equity % 3,99% 4,63% 4,64% -2,51%

Source: Audited FS 2011, FS after tax inspection and FS quarter 3/2013

8.2 Factors affecting the business operations of the Incorporation in the previous years

In the VIVASO’s manufacturing, there are a lot of factors that affect to the operation. Which can be generalized as below: The weathers : Transport activities entirely outdoor, so when it rains, storms or

floods, all the activities will be stopped and safety of business will be damaged. Prices of fuels and materials, power: The prices of materials, fuel and power depend

on market. Because the company doesn’t produce all this raw material, the chaging of these prices impact on the efficiency of business.

Human Resourses : This is a subjective factor but extremely important. It determines the existence and development of VIVASO. During these years, the leadership has been aware of this prolem, they kept discipline in operating and timely resolve negative acts such as internal un-unity, ineffective business, unreasonable investment …etc. Since then, the company has tightened discipline, fairness in administration and focused on improving the worker – quality, training and rotating workers to challenge them. Moreover, the Board of managers are always interested in the income of the employee to make them become closer to the company.

9. The position of VIVASO compared to other enterprises in the same industry

9.1 Position of the VIVASO in the industry

As a waterway transport corporation was established in 1996, after 17 development years, VIVASO is now a big waterway transport company in Vietnam. Having many years experience in operation around the waterways in the country, so that VIVASO has capable of competing effectively on waterway transport market.

9.2 The industry’s prospect

In transport industry, waterway transport accounts for a large proportion of Vietnam due to the predominance of river systems which connect continuously. Moreover,


29

PROSPECTUS

waterway transport has some advantages that other types of transport can not be, such as: natural exploitation, cheap prices, and low impact on environment. On the other hand, the transportation of coal, fuel for power, fertilizer and cement plants is almost dependent on waterway transport, so the more the new ones go into operation; the more volume of transportation will be used. Further more, waterway transport is the only one choice for the transportation of equipment, especially super heavy ones. To reduce the load on the road to avoid the risk of overload, over-sized, damaging infrastructure and insecurity traffic, the container transport by waterway is an effective solution which is interested to invest by the government and enterprises.

VI. BUSINESS DEVELOPMENT PLAN AFTER EQUITIZATION

1. Basic information of the Incorporation after equitization

1.1. Basic information Full name in Vietnamese: Tổng công ty Cổ phần Vận tải thủy

International transaction name: WaterWay Transport Joint Stock Corporation Short name: Tổng công ty Vận tải thủy

Abbreviated transaction name: VIVASO

International abbreviated transaction name: VIVASO

Logo :

Address: No 158 Nguyen Van Cu road, Bo De ward, Long Bien District, Hanoi City, Vietnam

Tel: (84-4). 38732226

Fax: (84-4). 38731729

Email : [email protected]

Tax code : 0100109480

1.2. Business lines

Inheriting the business lines which were approved by Department of planning and investment of Ha noi under the license no. 0100109480 dated 29/10/2010, which was approved in equitization plan by Ministry of Transport, including:No Field1 Constructing all kind of houses2 Concrete product and other product from cement and plaster


30

PROSPECTUS

3 Repairing other equipment4 Repairing machines and equipment5 Trading other construction material and equipment. As follow:

- Wholesale cement;- Wholesale bricks, tiles, stone, sand.

6 Warehouse, as follow:- Warehouse in Bonded area;- Warehouse in cold storage (Except Bonded area)

7 Producing parts and accessories for motor and engine8 Building ships and floating structures9 Support services for waterway transportation

10 Producing wrinkled papers and cover; others kind of papers and cover11 Trading motors12 Wholesale metal and metal ore13 Wholesale other engines, equipments and accessories.

As detail:- Wholesale other engines, equipments and accessories for mining and

building.14 Producing body of motor and trailer and trading trailer15 Repairing and maintaining transport vehicles (except automobiles, motorbike,

and other motor vehicles)16 Producing pulp, paper and cover17 Wholesale automobiles and other motor vehicles18 Preparing ground (Do not include leaking mines and other similar at ground)19 Wholesale electronic and telecommunication equipments and components20 Wholesale garment;21 Installing electric systems;22 Repairing electric equipment;23 Repairing electronic and optical devices;24 Manufacturing Radiant and electronic devices in medicine , electrical therapy;25 Manufacturing house electric;26 Producing other metal products;27 Mechanical processing, handling and metal coating;28 Manufacturing plastics products;29 Manufacturing other rubber products;30 Manufacturing paints , varnishes and coatings similar mastics;31 Business ownership or rental property;32 Manufacture of lighting equipment;

Brokerage (not including securities, insurance, real estate and marriage with foreigner);Consultant to study abroad;Business beverage and restaurant services (not including bars, karaok, dance hall);Valet parking;Commercial advertising;


31

PROSPECTUS

Business entertainment and sports;Parking services;Trading personal items;Trading detergents (except for illegal chemicals );Trading alcoholic beverages (wine, beer) and soft drinks (excluding business bar);Trading equipment and spare parts;Trading personal and family items Producing and saling (including exporting ) products from wood , bamboo, cork, straw and plaiting materials (excluding prohibited wood);Mail and goods delivery services;Postal services;Business hotel and motel;Tourism;Imports of road transport, electrical and electronic material, office equipments and civil electrical goods;Exports of light industry, handicraft and agricultural products; garments, construction materials, chemicals for industry;Trading and processing coal, ores;Consulting career (including workers, graduated students, intellectuals) for domestic and foreign enterprises;Short -term vocational training;Business property which is ownership or rental; Making Safety working clothing;Giving the employee working abroad;Agents of machinery items, materials, equipment, spare parts and fuel; Topographic survey;Design of road works;Monitoring and implementing road works;Designing residential and industrial structure;Geological Survey of construction works;Supervising and implementing residential and industrial works; Architectural DesignInvestment advisory and construction of transmission lines and transformer stations;Construction of non- residential ( industrial parks , urban areas , export processing zones and eco-tourism ); Construction of the water supply pipe;Construction of the transportation , industrial and irrigation;Production and extraction of construction materials;Repairing and buiding new means of road transport;Repairing and building waterway transport;Repairing and installing communication and electronic equipment;Stevedoring and warehouse business;Transporting tourists on the river, on the bay, on the lake ;Business Transportation and multimodal transport ;


32

PROSPECTUS

Transportation of goods and passengers by waterway, road and abroad ;Design irrigation works.

1.3. Charter capital structure

According to Decision No 112/QD-TTg dated 15/1/2014 of Prime Minster on the approval of equitization plan of holding company - Transport Engineering Design Incorporated to convert operating model to joint stock company, capital structure of the Incorporation is as bellows:

Charter capital: 327.737.000.000 đồng (Three hundred and twenty seven billion, seven hundred and thirty seven million dong)

Charter capital of VIVASO:

No Items Volume (shares) Value (dong) Proportio

n %1 State-owned shares 16.059.113 160.591.130.000 49,00%

2

Shares sold to employees based on working years with the price is equal to 60% of minimum successful bidding price

1.008.750 10.087.500.000 3,08%

3

Shares sold to employees based on working commitment in joint stock company with the purchase price is equal to the minimum successful bidding price

527.850 5.278.500.000 1,61%

4 Shares sold to public through competitive auction 15.177.987 151.779.870.000 46,31%

Total 32.773.700 327.737.000.000 100%

Source: Quoted from approved equitization plan of VIVASO

1.4. Organizational structure General Meeting of Shareholders (GMS):

Including all of the shareholders with voting rights, the the highest competent authority of the Corporation, determining all legal and governant issues of the Corporation. Especially, General Meeting of Shareholders will approve the Corporation’s annual financial statements and financial budget for the next year. General Meeting of Shareholders will elect the Corporation’s Board of directors and Inspection Committee.

Board of directors (BoD):

BoD is the controller of the Corporation, having full authority on behalf of the


33

PROSPECTUS

Incorporation to decide all issues relating to the Incorporation’s purpose, benefits, except for matters within the authority of General Assembly of Shareholders. BoD has the obligation to supervise the CEO and other managers. Benefits and obligation of the BoD is specified by the laws and the Corporation’s regulations; and the decisions of the shareholders.

Member of the Board consists of 5 members who have a 5 year term.

Board of supervisors (BoS):

Is an agency of the GMS, elected by the GMS. The BoS has the obligation to monitor the justifiablitity, legality of the Corporation’s business management, and financial statements. The BoS operate seperately with the BoD and Board of Management (BoM).

The BoS has 3 members, each with a 5-year term.

Board of management (BoM):

The CEO is the manager and has supreme decision about all the issues relating to the Incorporation’s daily operation, and is responsible to the BoD on the execution of all the assigned rights and obligations. Deputies CEO are the assistants to the CEO, and are responsible to the CEO on their assigned work, deal with all the devoled work from the CEO according to Government’s policies and the Incorporation’s Charter.

Departments:

All departments have the function of advising and assisting BoM, directly operate under the control of BoM. They are divided into 3 parts: Office, manufacturing and business and subordinate units.


34

DEPARTMENTS SUBORDINATES SUBSIDIARIES ASSOCIATES

ORGANIZATIONAL CHART OF JOINT STOCK COMPANY

SHAREHOLDERS

BOARD OF DIRECTORS

BOARD OF

SUPERVISORS

BOARD OF MANAGERMENT

CHIEF EXECUTIVE OFFICER

PROSPECTUS

1.5. Operating structure (subordinates, subsidiaries, associates)

1.5.1 Subordinates

Construction and Design Consultants Company

Hanoi Port

Kim Sơn Ship building & transport Company

Technical Supplies and Trade Company

Hoa Binh Construction and Transport Company

Viet Tri Port

Human Resources and International Trade Company

Hong Ha Construction and Investment Company

Corporation Office

1.5.2 Subsidiaries

Waterway Transport No 1 Joint Stock Company




Thai Binh Waterway Transport Joint Stock Company

Ha Bac Port Joint Stock Company

Transport and Stevedoring Inland waterway One member Limited Company

1.5.3 Associates

Nam Dinh Waterway Transport Joint Stock Company

2. Employees continues to work after equitization

Pursuant to Decision no. 112/QD-TTg dated 15/1/2014 of Prime Minister on approval of Holding company – Waterway Transport Corporation’s equitization plan, employee plan after equitization is as follows:

As in October 2013, the total number of employees who are named in the frequent employee list of VIVASO is 1.240 persons (including indirect


36

PROSPECTUS

employees is 322 persons - 26%, labor directly involved in production of 932 persons - 74%). Corporation has focused on building the technical staff, fairly skilled workers.

VIVASO’s employee classification:

a. Upon education level

- Undergraduate-level employees: 290 persons.

- Intermediate-level employees: 62 persons.

- Working and driving employees: 611 persons.

- Manual employees: 277 persons.

b. Upon contract

- No contract employees: 0 person.

- Infinite-term employees: 832 persons.

- 12-to-36-month-term employees: 361 persons.

- Under-12-month-term employees: 39 persons

- No contract employees: 07 persons.

- Labor is absent from work but named in Labor list: 01 person.

c. Upon gender:

- Male employees: 914 persons.

- Female employees: 326 persons.

3. Major enterprise assets transfering to the joint stock company

According to the evaluation report of the enterprise valuation results and solutions of financial issues before publication of the equitized enterprise value at Waterway Transport Corporation of CPA Vietnam.

3.1. Enterprise value at 30/06/2013

Total enterprise value: 784,586,544,586 VND.

Including:

Actual payables: 456,849,847,668 VND.

Bonus and welfare fund: 2,800,329,717 VND.

Value of the State capital in enterprise: 327,736,696,918 VND.


37

PROSPECTUS

3.2. Total assets at the enterprise valuation at 30/06/2013

Items Book value Revaluation data Change

1 2 3 4

A. USED ASSETS (I+II+III+IV) 784.099.082.032

784.586.544.586

487.462.554

I. Fixed asstes and long term investments

490.455.055.108

485.113.572.285

(5.341.482.823)

1. Fixed assets 322.928.604.471

314.428.426.783

(8.500.177.688)

a. Tangible fixed assets 322.928.604.471

314.428.426.783

(8.500.177.688)

b. Intangibale fixed assets -

-

-

2. Long term financial investments 145.904.809.660

148.221.256.473

2.316.446.813

3. Construction in progress 12.569.857.347

12.569.857.347

-

4. Long-term accounts receivable 6.254.636.591

6.254.636.591

-

5. Long –term prepaid expenses 2.797.147.039

3.639.395.091

842.248.052

II. Current asstes and short – term investment

293.644.026.924

299.409.517.301

5.765.490.377

1. Cash and cash equivalents: 29.594.457.962

29.596.257.755

1.799.793

+ Cash (including checks) 4.940.175.180 4.940.180.044 4.864 + Cash deposits at banks 24.654.282.782 24.656.077.711 1.794.929 3. Accounts receivable 185.702.540.398 191.466.230.982 5.763.690.584 4. Inventory 63.727.605.148 63.727.605.148 - 5. Other short-term current assets 14.619.423.416 14.619.423.416 -

III. Value of business advantage -

63.455.000

63.455.000

IV. Value of land use right -

-

-

B. UNUSED ASSETS - - - (To record the remaining accounting value) - - -

C. ASSETS TO LIQUIDATE - - - D. ASSETS DERIVED FROM BONUS AND WELFARE FUNDS -

TOTAL ASSETS (A+B+C+D) 784.099.082.032 784.586.544.586 487.462.554

Trong đó: TỔNG GIÁ TRỊ THỰC TẾ DOANH NGHIỆP (Mục A) 784.099.082.032 784.586.544.586 487.462.554

E1. Actual debt payable 460.471.139.486 456.849.847.668 (3.621.291.818)PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4). 38732226 Fax: (84-4). 38731729

38

PROSPECTUS

Items Book value Revaluation data Change

In which: Value of land use right which has been received payable to State

- - -

E2. State’s business fund - - -

REAL STATE CAPITAL IN THE INCORPORATION {A-(E1+E2)} 323.627.942.546 327.736.696.918 4.108.754.372

Source: Inspection report of enterprise value and handling financial issues before the publication of enterprise value in VIVASO of CPA.


39

PROSPECTUS

3.3 The utilization of houses and land

TABLE OF LAND USE PLAN AFTER EQUITIZATION OF VIVASO

No. Land area Content of the rent Legal documentsCurrently

rented area (m2)

Area in-use post-

equitization (m2)

Land use plan post-equtization

Note

1No 158 Nguyen Van Cu road, Long Bien,

Ha Noi

The Corporation headoffice

- Certificate of land use AB082973 dated 30/12/2005 by People’s committee of Hanoi City.- Contract No. 60-2006/TNMTNĐ-HĐTĐTN dated 30/5/2006 between Hanoi Enviroment and Natural Resource Department and VIVASO.

796 m2 796 m2 The Corporation headoffice

Renting land and paying annual

2 No. 78 Bach Dang, Hai Ba Trung, Hanoi

Head office and production facilities

of the Hanoi Port

Contact No. 04-24599/ĐC-NND-HĐTĐ dated 22/4/1999 between Hanoi Land and housing Department and Hanoi Port.

146.385 m2 146.385 m2Head office and

production facilities of the Hanoi Port

Renting land and

paying annual

3

No. 55 Lane 29, Khuong Ha Street, Khuong Dinh ward, Thanh Xuan District,

Hanoi


of Technical Supplies and Trade

Company

Certificate of land use 00008 QSDĐ dated 15/9/1990 by People’s committee of Hanoi City.

833,3 m2 833,3 m2

Head office and production facilities of Technical Supplies and

Trade Company.

Renting land and

paying annual

4 Kim son, Dong Trieu, Quang Ninh

province


of Kim Sơn Ship building & transport

- Decision No. 1800/QĐ-UBND dated 28/5/2007 of People’s committee of Quang Ninh province

54.286,1 m2

54.286,1 m2 Head office and production facilities of Kim Sơn Ship building & transport Company

Renting land and

paying annual


PROSPECTUS


rented area (m2)

Area in-use post-

equitization (m2)


Note

Company

- Certificate of land use AH893125 dated 14/11/2007 by People’s committee of Hanoi City.- Contract No. 143/HĐ-TĐ dated 02/11/2007 between Quang Ninh Enviroment and Natural Resource Department and Kim Sơn Ship building & transport Company.

5Hong Gai ward, Ha Long City, Quang

Ninh province


of Company’s branch in Quang Ninh province

- Decision No. 1384/QĐ-UBND dated 08/5/1997 of People’s committee of Quang Ninh province- Certificate of land use 4063/QSD dated 07/5/2003 by People’s committee of Quang Ninh province

557,67 m2 557,67 m2

Head office and production facilities of Company’s branch in Quang Ninh province

Renting land and

paying annual

6 Ba Cap, Bich Ha Ports in Thai Thinh

ward, Hoa Binh City, Hoa Binh

province


of Hoa Binh Construction and

Transport Company

- Decision No. 1983/QĐ-UB dated 11/11/2003 of People’s committee of Hoa Binh province- Decision No. 1060/QĐ-UBND dated 08/5/2006 of People’s committee of Hoa Binh province

- Contract No. 80/HĐTĐ dated 19/8/2011 between People’s Committee of Hoa Binh province

117.459,1 m2

117.459,1 m2 Head office and production facilities of Hoa Binh Construction and Transport Company

Renting land and

paying annual


PROSPECTUS


rented area (m2)

Area in-use post-

equitization (m2)


Note

and Hoa Binh Construction and Transport Company

7Ben Got, Viet Tri

City, Phu Tho Province


of Viet Tri Port

- Decision No. 1060/QĐ-UBND dated 08/5/2006 of People’s committee of Hoa Binh province

- Decision No. 3853/QĐ-UB dated 04/11/2001 của People’s Committee of Phu Tho province about handover Certificate of land use for Viet Tri Port- Decision No.759/QĐ-UB dated 16/3/2004 about handover Certificate of land use for Viet Tri Port.- Certificate of land use No. D438513 dated 16/3/2004 of People’s Committee of Phu Tho province.- Contract No. 998/HĐTĐ dated 13/8/2012 between People’s Committee of Phu Tho province and Viet Tri Port.

160.840 m2 160.840 m2Head office and

production facilities of Viet Tri Port

Renting land and

paying annual

8 Luc Dau Giang street, Pha Lai town,

Chi Linh District, Hai Duong province

Representative offices of the

Corporation at Pha Lai.

- Decision No. 410/QĐ-UBND dated 30/01/2008 of People’s Committee of Hai Duong about handover Certificate of land use

100,2 m2 100,2 m2 Representative offices of the Corporation at Hai

Duong.

Legal transfer from personal


PROSPECTUS


rented area (m2)

Area in-use post-

equitization (m2)


Note

for waterway transport corporation.- Certificate of land use No. AE069332 dated 30/01/2008 for for waterway transport corporation by People’s Committee of Hai Duong


PROSPECTUS

4. Business development orientation period 2014 - 2016

4.1. Business development orientation

Inheriting business results and basing on the 5 year plan for 2011-2015 and the restructure plan of Ministry of Transportation approval, the Corporation has development orientation as follows:

Linking strategic shareholders, potential strategic partners about capital, technology, management capability, product and market and promoting intra-regional links to creat more opportunities and integrated resources for having a competitive advantage and more efficient in business.

Orienting industries and product: Focus on firmly developing industries and traditional product, and research new industries and product that fit and be capable of bringing high economic efficiency.

Technic and technology: Step by step innovating constructional technology, advanced equipment to create highly competitive products and improve product quality, that create high value added.

Deeply innovating business management: creating and developing corporate brand, corporate culture.

4.2. Several indicators of business plan of the corporation

Based on forecasts, identify new situation, new goals and new resources, Corporation continues to expand investment, production capacity, construction of transportation projects and products auxiliary. And Corporation strengthen internal cohesion in the Corporation to boost business activities. Water Transport Corporation builds targets business 03 years after equitization from 2014 to 2016, as follows:

Items Unit Plan 2014

Plan 2015

Plan 2016

1. Quantity:

+ Tons of transportation: ton 3.127.

000 3.507.

230 3.948.9

47 In that: waterway transportation ton

2.220.500

2.464.755

2.760.526

Transport services ton 906.

500 1.042.

475 1.188.4

22

+ Tons of rotation TKM 405.118.3

00 432.026.

900 461.111.82

1

+ Tons through ton 2.203.

500 2.428.

000 2.725.0

00


PROSPECTUS

Items Unit Plan 2014

Plan 2015

Plan 2016

+ Tons of stevedoring T 3.944.

000 4.419.

000 4.894.8

00

+ Volune of labor export: Person

900

910 9

50

2. Net Revenue: 10³đ 838.256.000 913.700.000 1.006.250.000+ Revenue of waterway and road transportation 10³đ

304.927.000

344.798.340

391.936.436

+ Revenue of industry 10³đ 74.500.0

00 81.950.

000 90.964.50

0 + Revenue of stevedoring and warehouse 10³đ

106.921.000

117.613.100

131.726.672

+ Revenue of construction 10³đ 91.908.0

00 102.338.

560 116.622.39

2

+ Revenue of Petrol business 10³đ 110.000.0

00 112.000.

000 115.000.00

0

+ Revenue of material business 10³đ 100.000.0

00 105.000.

000 110.000.00

0

+ Revenue of trading 10³đ 50.000.0

00 50.000.

000 50.000.00

0

3. Costs 10³đ 826.036.0

00 894.200.

000 979.250.00

0

4. Earning before tax 10³đ 12.220.0

00 19.500.

000 27.000.00

0

5. Dividend % 2,5 3,7 5,2 6. Total number of employees

Person 1.240 1.310 1.320

7. Average salary

10³đ

/month/Pers

on 6.116 6.728 7.047

4.3. The project plans will deploy

- Waterway transport Investment Plan: From 2014 - 2016 is expected to invest more 21.600TPT with propulsion which is equivalent 3.150CV and expected to cost 135 billion.

- Warehouse Building: From 2014 – 2016, projected 37.7 billion dong budget.

- Industrial Division: From 2014 - 2016 projected 9.7 billion dong budget.

- Stevedoring equipment, the trucks: From 2014 - 2016 projected 16.5 billion dong budget.

- Other Investment From 2014 - 2016 projected 8.8 billion dong budget.


PROSPECTUS

4.4. Duty and implementing solutions

In order to achieve the targets set for the three years 2014-2016, TEDI offers five solutions including:

(1) In business:

Continuing to invest and develop in inland waterway transport, which defines focus all resources to invest in developing means of transport. The goal of the parent company until 2016 is Waterway Transport vehicles must ensure the number 90000-100000 TPT, which have modern technology to meet the 3.0 - 4.0 million tonnes transportation demand by inland waterways and account for about 30% market share of the Corporation transport. To achieve the above objectives, the corporation need to continue renewing its vehicles in accordance with the transportation needs of the market, in accordance with the characteristics of the route, transport streams, and have preemimence and fuel economization to bring higher efficiency and increase competitiveness to dominate the market.

Focusing reasonable operating direction, exploiting to the maximum advantage means to increase productivity and improve efficiency in transportation, improve the product quality of goods and services to meet the requirements of the market.

The unit of port maximize the advantages of infrastructure (such as land surface, piers wharves and warehouses available), and build investment development strategy in accordance with the political tasks in specific phases:

Hanoi Port: Focusing investment of changing port’s capabilities following guidelines of the Government and the People's Committee of Hanoi City. After 2011, the port has mainly handled clean cargo combined with business services - travel - entertainment entertainment, enhanced business to increase commercial revenue and generate jobs and incomes for workers.

Viet Tri Port: Coordinating with Vietnam Inland Waterway Administration to complete procedures to expand as planned upgrade port, which has been approved by the government. The port will increase handling capacity from 2.5 ÷ 3 million tons of cargo through the port of l year to become the major ports serving the economic development of the North West Province. With favorable geographical position and existing capacity, Viet Tri Port efforts to attract customers stevedoring goods through ports and also continue to invest in development of warehousing, stevedoring equipment systems best to meet the needs of customers. The Corporation Combine different types such as road, railways, waterways and develop services to increase revenue.

In this period, mechanic market will not be many big changes, Kim Sơn Ship building & transport Company does not only well organize in the building and


PROSPECTUS

repairing for internal product, but also needs closely enhance market competitiveness to attract customers. Increasing investment applied science and technology into production and improving labor productivity and product quality are targets of the company.

The construction units continue interest in the collection of debt, gradually resolve difficulties exist and a stable financial situation. Strengthening the exploitation and seeking employment to remain stable and gradual development are also the company’s solution.

Strengthening advocacy and education to raise awareness of organizational discipline to ensure safe production, as well as the political and ideological workers in each unit, to stabilize and develop production.

(2) Capital solution

To achieve the objectives in the plan of period 2014 - 2016, parent company - Waterway Transportation Corporation will implement the investment projects with total construction capital for investment strategy is 207 billion. In which, the investment for water transportation means is 135 billion, for machinery, warehouse construction is 72 billion. Specifically as follows:

Investment plan for waterway transport means:

No. Items Unit Year 2014 Year 2015 Year 2016

1 Pushers 4 2 3CV 1.400 700 1.050

2 Barge16 8 12

TPT 9.600 4.800 7.200

Capital plan for each fields as follow:

Investment items Unit Year 2014 Year 2015 Year 2016

1. Waterway Transport means Bil.Dong 60 30 45

2. Warehouse Construction Bil.Dong 11,8 12,3 13,63. Industry. Bil.Dong 2,5 3,2 4,04. Stevedoring and road transportation Bil.Dong 4,7 5,5 6,3

5. Other investment Bil.Dong 2,5 2,8 3,5Capital total Bil.Dong 81,5 53,8 72,4

Beside the counterpart funds by own funds of enterprises (about 25 - 30%), the remainder


PROSPECTUS

is expected mobilization of employees, loans from financial institutions - commercial banks and joint-venture organizations and individuals in and outside the country.

(3) Human solution:

Focusing to aggressively deployed development strategic of human resource, to ensure sufficient workforce to meet the growing demand for production, especially team managers, skilled workers

Inspecting and assessing staff capacity to plan accordingly arrangements. The corporation recruits, trains and retrains young staff who have capability and good moral character, highly qualified science and technology.

Identifying key tasks of strategic of human resource development is often doing good planning, training, workforce development, business management, market expertise about transportation, mechanic and stevedoring in inland - waterways.

To get the scale and the built target during the period from 2013 ÷ 2016, parent company have had to determine additional training to maintain the number of officers and staff from the 1240 - 1,500 people. All workers must be trained and perform full mode prescribed. In addition, the development of the production will define additional labor demand. Specific numbers are as follows:

No. Labor structure Units Year 2014 Year 2015

Year 2016

1 Graduate and Ungraduate Labor Person 280 286 290

2 Labor qualified professional school Person 70 72 76

3 Technical workers Person 650 700 710

4 Unskilled workers Person 240 252 244

Total labor Person 1.240 1.310 1.320

Researching the policies, the corporation build proper salary unit for the crew, mechanic and reasonable remuneration, that improves the lives and incomes of workers step by step.

(4) Arrangements and Business Administration solutions

The corporation quickly sorts and consolidates the organizational structure to fit the model stock companies and meet the requirements of production. Besides, VIVASO promotes research, expanding production market. Further more, the company promotes


PROSPECTUS

those made simultaneously trying to overcome the shortcomings and weaknesses. In the next stage, the arrangement and management should be focused mainly on the following contents:

Strengthening the management, expenditure savings on all manufacturing sector especially saving fuel costs, power is method to reduce costs and improve business efficiency.

Assessing demand survey of market in time and strengthening relationships with traditional customers, expanded access to new markets is the foundation to build strategic orientation of the unit, that suit actual requirements

Strengthening inspection and test for business activities, revenues and expenditures of the unit, urging the debt collection, not to bad debts incurred to affect the financial situation.

(5) Solution of science and technology:

Improving management capacity of leadership responsive to the request in the form of joint-stock company, and applying advanced scientific management methods, in financial management, organization officials ...

Applying new advances in manufacturing techniques, innovativing product design, promoting capacity of building, repairing, and investing stevedoring equipment and factory equipment are the ways to improve service quality and capacity labor productivity.

Developing initiatives topics in management, technical innovation, building norms, economic and technical criteria to ensure effective and saving.

5. Plan of capital use from equitization

No. Contents Units Value

1Total Corporation Capital VND

327.737.000.00

0

2Real state-owned capital after revaluation VND

327.736.696.91

8

3State owned capital in Joint stock company VND

160.591.130.00

0

4Starting price VND/share

10.00

0


PROSPECTUS

5 Amount of money received from the equitization VND 163.110.870.000

5.1 Shares sold to employees based on working years (60% price) VND 6.052.500.000

5.2Shares sold to employees based on working commitment VND 5.278.500.000

5.3 Sold to other investors through auction VND 151.779.870.000

6The value of shares sold to employees and

auctioned at par value VND 167.145.870.000

7 Equitization costs VND 1.505.800.000

(Will be settled according to the actual costs after

the equitization process).

8 Costs for redundant employees VND 2.084.406.250

9The surplus capital corresponding to the proportion

of firms issuing more shares / Capital VND 0

10

The remaining amount of money received from the sale of government capital after the deducting costs (10)=(2)-(3)+(5)-(6)-(7)-(8) VND 159.520.360.668


PROSPECTUS

Ha Noi, month … day … yearREPRESENTATIVE OF EQUITIZATION STEERING COMMITEE OF

HOLDING COMPANY – WATERWAY TRANSPORT CORPORATION

HEAD OF THE COMMITTEE

PHẠM NGỌC ĐÍCH

REPRESENTATIVE OF OFFERING ORGANIZATIONWATERWAY TRANSPORT CORPORATION

CHAIRMAN GENERAL DIRECTOR CHIEF ACCOUNTANT

PHẠM NGỌC ĐÍCH TRẦN HỮU LUẬN NGUYỄN THANH BÌNH

REPRESENTATIVE OF CONSULTING ORGANIZATIONBAOVIET SECURITIES COMPANY

DEPUTY CHIEF EXECUTIVE OFFICER

NGUYỄN THỊ THANH THỦY


Documents

for IPO... · Web viewPROSPECTUS PROSPECTUS PARENT COMPANY - WATERWAY TRANSPORT CORPORATION No 158 Nguyen Van Cu road, Bo De ward, Long Bien district, Hanoi City, Vietnam Tel: (84-4)