DECISION

ON ESTABLISHMENT OF THE MOTHER COMPANY - POWER GENERATION CORPORATION 03

THE MINISTER OF INDUSTRY AND TRADE

Pursuant to the Government’s Decree No.187/2007/ND-CP, of December 27, 2007 defining the functions, tasks, powers and organizational structure of the Ministry of Industry and Trade, has been adjusted and supplemented by the Government’s Decree No. 44/2011/ND-CP, of June 14, 2011;

Pursuant to the Government’s Decree No. 111/2007/ND-CP,of June 26, 2007 on organization and management of state-owned corporations and transformation of state-owned corporations, independent state-owned companies, parent companies being state-owned companies upon the form of parent - subsidiary companies operating under the Law on Enterprise;

Pursuant to the Official Dispatch No. 138/TTg-DMDN, of February 03, 2012 of the Prime Minister on establishment of power generation corporations directly managed by the Electricity of Vietnam Group;

At the proposal of the Director of Officer organization,

DECIDES:

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1. The mother company – Power Generation Corporation 3 (hereinafter abbreviated as EVN GENCO 3) is a one member limited liability company and 100% of charter capital is owned by EVN. It operates under the Enterprise Laws, has a legal status, a seal and logo, and organizational and operational charter. It has branches and representative offices in accordance with the laws. It is eligible to open accounts in the State Treasury and banks. GENCO 3 does activities in production – business and investment in its subsidiary companies and associate companies by itself. It inherits legal rights and obligations which are transferred by the One Member Limited Liability Company of Phu My Thermal Power and EVN in the course of receiving related companies and the rights of representative of owner on state capital at power generation companies. It has responsibility to maintain and develop state capital in the parent company and invested capital in subsidiary and associate companies.

2. The mother company:

a) Name in Vietnamese:

Tổng công ty Phát điện 3.

b) Transaction name in English: POWER GENERATION CORPORATION 3.

c) Abbreviated name in English: EVN GENCO 3.

d) Head office: Phu My town, Tan Thanh district, Tra Vinh province.

dd) The charter capital of Power Generation Corporation 3 assigned by the Member assembly of EVN after reaching uniform of the Ministry of Industry and Trade and the Ministry of Finance.

3. Business industries of the mother company:

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- Producing and trading electricity and electric mechanics;

- Investing and managing invested capital in power resource projects;

- Managing, operating, repairing, maintaining, overhauling, doing experiment, correcting and upgrading electrical equipments, mechanics, drivers and automation equipments in electric production lines and power projects; doing electrical experiments;

- Setting up investment projects in construction, providing consultation in project management, managing investment projects in construction of works, providing consultation in monitoring, constructing, installing works, consultation in preparation for production of power plants;

- Training and developing human resources in management, operation, maintenance and reparation equipments of power plants.

a) The business industries related to the principal business industries:

- Export and import electrical fuels, raw materials, materials and equipments;

- Constructing and installing power projects and constructions works;

- Exploiting, processing and trading fuels and raw materials for electrical production;

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c) Business other trades in accordance with laws.

4. Management and organizational structure of the mother company: The president, General Director of Corporation, controllers, deputy general directors, chief accountant and assisting apparatus.

5. Rights and obligations of the mother company; organization, management of the mother company; relationship between subsidiary companies and associate companies; relationship between the mother company with EVN and competent state agencies stipulated in the Charter on organization and operation of the mother company.

6. Dependent accounting units of the mother company at the time of establishment:

- Buon Kuop Hydro-power Company;

- Management Board of Hydro-power Project 1;

- Management Board of Vinh Tan Thermal-power Project;

- Management Board of Thermal-power Project 1;

7. Subsidiary companies are held over 50% of charter capital by the mother company at the time of establishment:

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- Ninh Binh Thermal-power Joint Stock Company.

8. Associate companies are held over 50% of charter capital by the mother company at the time of establishment:

- Thac Ba Hydro-power Joint Stock Company;

- Vinh Son – Hinh River Hydro-power Joint Stock Company;

- Se San 3A Electrical Investment and Development Joint Stock Company;

- Nhon Trach 2 Petro-Electricity Joint Stock Company;

- Viet – Laos Electricity Joint Stock Company.

9. Electricity resource investment projects of the Power Generation Corporation 3 at the time of establishment in the Annex enclosed in this Decision.

Article 2. Member assembly of EVN shall:

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2. Deciding on appoint titles as President, controllers; accepting appoint on title of general director of the mother company as prescribed by law, the Charter on organization and operation of EVN and of the mother company - Power Generation Corporation 3.

3. Deciding on transfer of rights and obligations of the representative of owner of state capital in one-member limited liability companies, joint-stock companies; transfer of dependent accounting companies, management boards of project, relevant investment projects stated in clause 6, 7, 8, 9, Article 1 of this Decision by EVN for the mother company – Power Generation Corporation 3 as prescribed by law.

4. Deciding on assign the charter capital for the mother company as prescribed after reaching uniform of the Ministry of Industry and Trade and the Ministry of Finance. Deciding on supplementation of business trades and adjustment of charter capital for the mother company during the operation course as prescribed by law and the Charter of EVN.

5. Exploiting procedures relating to guarantee of foreign loans for investment projects of Power Generation Corporation 3, in the near future, for three years, since the Corporation put in operation officially as prescribed by law.

6. Directing to formulate business and trade plans, financial schemes of the mother company – Power Generation Corporation 3, ensuring sufficient resource to pay loan debt as prescribed, reporting to the Ministry of Industry and Trade and relevant ministries for consideration before December 31, 2012.

Article 3. This decision effects from its signing.

The Chief of the Ministry Office, the Chief Inspector, directors of ministerial departments, general director of Energy deparment, Member assembly, General Director of EVN, president, General Director of Power Generation Corporation 3 and heads of relevant units shall implement this Decision.

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THE ANNEX

ELECTRICITY RESOURCE INVESTMENT PROJECTS OF POWER GENERATION CORPORATION 3 AT THE TIME OF ESTABLISHMENT
(enclosed with the Annex in the Decision No. 3025/QD-BCT, of June 01, 2012,of the Minister of Industry and Trade)

1. Electricity resource projects managed by dependent accounting units of the mother company and subsidiary companies:

No.

Investing Projects

Capacity (MW)

Unit managing project

Operating year

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Huoi Quang Hydro-power

520

Management Board of Hydro-power Project 1

2014-2015

2

Ban Chat Hydro-power

220

2012

3

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1000

Management Board of Thermal-power Project 1

I/2014

4

Thai Binh Thermal-power

600

Ninh Binh Thermal-power Joint Stock Company

2015

5

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1200

Management Board of Vinh Tan Thermal-power project

III/2013

Total

3540

2. Electricity resource projects managed by associate companies:

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Investing Projects

Capacity (MW)

Unit managing project

Operating year

1

Thuong Kon-Tum Hydro-power

220

Vinh Son – Hinh River Hydro-power Joint Stock Company

2014

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Se Kaman Hydro-power 3

250

Viet-Laos Electricity Joint Stock Company

2012

3

Se Kaman Hydro-power 1

290

2015

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760