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.
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 COMPANY
Address: 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
DECEMBER 2013
1
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
2
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: .......................................................................................................................... 8
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 ...................... 28
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
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
3
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 66.5%; 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.
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
4
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
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
5
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 stateowned 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
6
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
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
7
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:
-
Trading name in Vietnamese:
Trading name in English:
-
VIVASO
-
Abreviated name:
Logo :
-
Headquater Address:
-
No 158 Nguyen Van Cu way, Bo De ward, Long
Bien district, Hanoi City, Vietnam
(84-4). 38732226
(84-4). 38731729
Vivaso96@gmail.com
0761100666888 at Military Bank – Hoan Kien
Tel:
Fax:
Email:
Trading account no:
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.
TỔNG CÔNG TY VẬN TẢI THỦY - CÔNG TY
TNHH MỘT THÀNH VIÊN.
TỔNG CÔNG TY VẬN TẢI THỦY
WATERWAY TRANSPORT CORPORATION ONE
MEMBER COMPANY LIMITED
Business lines:
According to the busineess registration certificate no. 0100109480, the main business lines
of the corporation are as follows:
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
8
PROSPECTUS
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
Field
Constructing all kind of houses
Concrete product and other product from cement and plaster
Repairing other equipment
Repairing machines and equipment
Trading other construction material and equipment. As follow:
- Wholesale cement;
- Wholesale bricks, tiles, stone, sand.
Warehouse, as follow:
- Warehouse in Bonded area;
- Warehouse in cold storage (Except Bonded area)
Producing parts and accessories for motor and engine
Building ships and floating structures
Support services for waterway transportation
Producing wrinkled papers and cover; others kind of papers and cover
Trading motors
Wholesale metal and metal ore
Wholesale other engines, equipments and accessories.
As detail:
- Wholesale other engines, equipments and accessories for mining and
building.
Producing body of motor and trailer
Repairing and maintaining transport vehicles (except automobiles, motorbike, and
other motor vehicles)
Producing pulp, paper and cover
Wholesale automobiles and other motor vehicles
Preparing ground (Do not include leaking mines and other similar at ground)
Wholesale electronic and telecommunication equipments and components
Wholesale garment;
Installing electric systems;
Repairing electric equipment;
Repairing electronic and optical devices;
Manufacturing Radiant and electronic devices in medicine , electrical therapy;
Manufacturing house electric;
Producing other metal products;
Mechanical processing, handling and metal coating;
Manufacturing plastics products;
Manufacturing other rubber products;
Manufacturing paints , varnishes and coatings similar mastics;
Business ownership or rental property;
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);
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
9
PROSPECTUS
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 Design
Investment 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 ;
Transportation of goods and passengers by waterway, road and abroad ;
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
10
PROSPECTUS
Design irrigation works.
4.
Organizational structure before equitization
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
11
Organizational structure diagram before equitization
MEMBER COMMITEE
SUPERVISOR
GENERAL DIRECTOR
DEPUTY DIRECTORS
DEPARTMENT
Waterway Transport No 1 Joint Stock Company
Finance and accounting department
SUBORDINATE UNITS
Construction and Design Consultant
Company
Hanoi Port
Organization department
Kim Sơn Ship building & transport Company
Waterway Transport No 3 Joint Stock Company
Administration deparment
Technical Supplies and Trade Company
Hoa Binh Construction and Transport
Company
Viet Tri Port
Waterway Transport No 4 Joint Stock Company
Human Resources and International Trade
Company
Hong Ha Construction and Investment
Company
Corporation Office
Transport and Stevedoring Inland waterway One member
Limited Company
Business Department
Technical department
Investment & development department
SUBSIDIARIES
Waterway Transport No 2 Joint Stock Company
Thai Binh Waterway Transport Joint Stock Company
Ha Bac Port Joint Stock Company
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
ASSOCIATES
Nam Dinh Waterway Transport Joint Stock
Company
PROSPECTUS
5.
Business network (branch, subsidiaries, subordinates and associates)
5.1
Units under VIVASO
No.
Name
Address
No. 158 Nguyen Van Cu- Bo De Ward - Long Bien District – Hanoi Vietnam
No. 78 Bach Dang road – Thanh Luong Ward – Hai Ba Trung District Hanoi
Kim Sen Village - Kim Sơn ward – Dong Trieu District – Quang Ninh
Province
No. 55- 29 lane – Khuong Ha Street – Khuong Dinh ward – Thanh Xuan
District – Hanoi
1
Construction and Design Consultants Company
2
Hanoi Port
3
Kim Sơn Ship building & transport Company
4
Technical Supplies and Trade Company
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
Company
8
Hong Ha Construction and Investment Company
9
Corporation Office
and
International
Trade No. 158 Nguyen Van Cu- Bo De Ward - Long Bien District – Hanoi Vietnam
No. 78 Bach Dang road – Thanh Luong Ward – Hai Ba Trung District Hanoi
No. 158 Nguyen Van Cu- Bo De Ward - Long Bien District – Hanoi Vietnam
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
13
PROSPECTUS
5.2
No
Subsidiaries:
Name
Charter
Proportion Sales (mil. dong)
capital
(%)
(dong)
2012 9M/2013
Address
Waterway Transport No 1 No2 – Lang Yen Street – Hai Ba
1 Joint Stock Company
37.331
Trung District – Hanoi
Waterway Transport No 2 Ninh Khanh ward, Ninh Binh City –
2
27.674
Joint Stock Company
Ninh Binh province
Waterway Transport No 3 No. 22 Cu Chinh Lan street – Hong
3
25.000
Joint Stock Company
Bang District – Hai Phong city
Waterway Transport No 4 No 436- Hung Vuong road – Hung
4 Joint Stock Company
Vuong ward – Hong Bang District – 28.720,19
Hai Phong city
Thai
Binh
Waterway
No. 1 Ly Thuong Kiet – Thai Binh
5 Transport
Joint Stock
5.240,4
city – Thai Binh province
Company
Ha Bac Port Joint Stock Zone 5- Dap Cau ward – Bac Ninh
6
2.712,46
Company
city – Bac Ninh province
Transport and Stevedoring
Hoang Dieu road – Thanh Binh ward
7 Inland
waterway
One
45.430,13
– Ninh Binh city
member Limited Company
5.3
TT
Net income (mil.
Dividend
Dong)
2012 (%)
2012 9M/2013
56,2
295.779 247.880
6.194
5.949
12
72,1
154.441 126.707
2.187
873
7
54,33
89.264
71.813
1.574
3.648
5
68,5
114.406
69.045
2.550
1.405
7
77
30.728
18.234
228
458
3,6
60
25.220
18.622
190
80
5
170.386 138.578 -11.243
-1.580
0
100
Affliates and other investments
Name
Address
Nam
Dinh No 50 May To road – Ngo
Waterway
Quyen ward – Nam Dinh city
1
Transport
Joint
Stock Company
Charter
capital
6.817
Proportion
(%)
15,89
Sales (mil. dong)
2012
9M/2013
28.698
22.121
Net income
2012
9M/2013
664
379
Dividend
2012 (%)
10
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
14
PROSPECTUS
6.
6.1.
Business activities of VIVASO before equitization
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.
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
15
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
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
16
PROSPECTUS
Union of means wait for loading and unloading cargo
2400 ton fleet
Coal fleet for Pha Lai thermoelectric plant
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
17
PROSPECTUS
Carriage of super size and weight cargo for hydropower plant
Carriage of super size and weight cargo for Mong Duong power plant (1)
Carriage of super size and weight cargo for Mong Duong power plant (2)
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
18
PROSPECTUS
Carriage of super size and weight cargo for Mong Duong power plant (3)
Carriage of super size and weight cargo for Mong Duong power plant (4)
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
19
PROSPECTUS
Carriage of super size and weight cargo for Son La Hydropower Plant
6.2.
Revenue and profit structure
a. Revenue structure
Unit: mil. dong
2010
Items
Value
2011
2012
9M/2013
proportion
Value
Value
(%)
proportion
(%)
Value
proportion
(%)
37,9
182.894
27,3
175.778 25,2
131.833 23,7
23,5
89.536
13,4
92.232 13,3
69.174 12,4
16,2
71.345
10,6
33.845
4,9
25.384
4,6
22,4
110.350
16,5
108.450 15,6
53.521
9,6
216.009
32,2
285.671
Transport and
225.354
services
Stevedoring and
139.464
services
Mechanics and
96.161
services
Construction
133.280
and services
Other revenue
41
276.177 49,7
Source: VIVASO
b. Profit structure
Unit: mil. dong
Items
Transport
and services
Stevedoring
and services
Mechanics
and services
Construction
2010
2011
2012
9M/2013
proportion
proportion
proportion
proportion
Value
Value
Value
Value
(%)
(%)
(%)
(%)
3.426
37,9
2.842
27,3
2.630
25,2
(1.652)
23,7
2.124
23,5
1.395
13,4
1.388
13,3
(864)
12,4
1.464
16,2
1.104
10,6
512
4,9
(320)
4,6
2.025
22,4
1.718
16,5
1.628
15,6
(669)
9,6
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
20
PROSPECTUS
and services
Other Profit
3.352
32,2
4.280
41
(3.464)
49,7
Source: 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
ITEM
2010
Value
% sale
2011
Value
2012
% sale
Value
9M/2013
% sale
Value
Cost of good
520.083 90,01% 563.321,0 87,65% 590.386,0 87,22% 480.920 88,7%
sold
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
43.148 7,46% 58.604,6 9,12% 63.964,4 9,45% 58.685 10,82%
cost
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
21
PROSPECTUS
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
1
Push boat
2
Barge
Quantity
41 units = 10.378CV
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
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.
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
22
PROSPECTUS
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:
No.
1
2
3
Contract no.
248
HĐVC/VINACOMIN
-VIVASO
249
HĐVC/VINACOMIN
-VIVASO
250
HĐVC/VINACOMIN
-VIVASO
246
HĐVC/VINACOMIN
-VIVASO
Content
Contract: Coal
transportation by
waterway mean for
electricity production in
2013
Contract:
Coal
transportation
by
waterway mean for Ha
Bac
Fertilizer
and
Chemical One Limited
Company in 2013
Contract:
Coal
transportation
by
waterway
mean
for
producing
cement,
ceramic tiles in 2013
Contract: Coal
transportation by
waterway mean for
electricity production in
2014
Implementing
time
Partner
2013
Vietnam national
coal
mineral
industries holding
corporation
2013
Vietnam
national
coal
mineral
industries
holding
corporation
2013
Vietnam
national
coal
mineral
industries
holding
corporation
2014
Vietnam national
coal
mineral
industries holding
corporation
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
23
PROSPECTUS
247
HĐVC/VINACOMIN
-VIVASO
248
HĐVC/VINACOMIN
-VIVASO
Contract:
Coal
transportation
by
waterway
mean
for
Fertilizer and Chemical
One Limited Company in
2014
2014
Vietnam
national
coal
mineral
industries
holding
corporation
Contract:
Coal
transportation
by
waterway
mean
for
producing
cement,
ceramic tiles in 2014
2014
Vietnam
national
coal
mineral
industries
holding
corporation
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. dong
No.
1
Item
Current assets
Cash
and
cash
equivalents
Short-term
financial
investments
Receivable
Inventory
2
Other current assets
Long-term assets
Long – term receivable
Fixed assets
Long –term financial
investments
Other long – term
assets
Total assets
2010
2011
2012
9M/2013
205.535
311.616
325.050
300.017
28.919
54.306
45.600
19.805,9
500
-
12.000
2.550,0
120.059
182.857
194.183
192.894,2
45.421
56.878
61.419
70.470,1
10.636
376.831
3.081
289.680
17.575
399.886
66
313.140
11.848
412.479
183
322.787
14.296,6
493.897
6.254,6
338.922,1
76.593
79.858
82.707
145.904,8
7.477
6.822
6.802
2.815,8
582.366
711.502
737.529
793.914
Source: Audited FS of VIVASO in 2011, 2012 and FS 9M/2013
7.2 Liabilities
Unit: Mil. dong
Item
2010
2011
2012
9M/2013
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
24
PROSPECTUS
Item
A. Accounts receivable
I. Short term account receivable
1. Receivable from customers
2. Advanced payments to suppliers
3. Internal receivables
4. Other receivables
5. Provision for bad debts
II. Long term accounts receivable
1. Receivable from customers
2. Advanced payments to suppliers
3. Internal receivables
4. Other receivables
5. Provision for bad debts
B. Accounts payable
I. Short-term liabilities
1. Short-term debts
2. Payable to suppliers
3. Advanced payment from
customers
4. Tax and other payables to
government
5. Employees payable
6. Accrued expenses
7. Internal payables
8. Other payables
9. Provision for payables
10. Welfare and reward fund
II. Long-term liabilities
1. Long term liabilities to
suppliers
2. Other long-term payables
3. Long-term borrowings
2010
123.139,6
120.058,8
100.414,7
10.320,1
485,6
8.873,7
2011
182.923,9
182.857,5
2012
194.365,9
194.182,8
9M/2013
199.148,8
192.894,2
127.726,7
20.237,3
18.050,6
16.878,2
163.250,3
20.193,0
410,5
13.361,3
175.599,2
16.902,9
694,1
5.662,1
-35,3
3.080,8
1.192,8
1.957,6
-35,3
66,4
-3.032,4
183,2
-5.964,2
6.254,6
136,0
91,7
1.020,0
-1.089,6
439.083,1
325.669,3
1.640,4
-1.548,9
463.559,8
331.811,8
264,3
0,0
1.000,0
4.990,4
0,0
470.257,7
330.524,5
84.535,7
115.932,8
97.449,3
142.835,6
118.770,1
130.762,0
78.657,7
21.150,7
34.911,0
11.337,8
12.086,4
3.915,0
2.333,8
12.109,3
19.511,8
4.618,4
14.952,3
29.803,9
1.130,4
17.715,0
11.849,9
155,1
1.190,0
11.686,5
1.676,5
4.196,6
13,6
2.466,2
93.346,8
2.500,0
7.581,4
9.474,4
1.532,2
113.413,8
3.328,7
131.748,0
12.811,1
0,0
1.873,9
139.733,2
7.879,2
118.734,0
0,0
6.472,3
126.602,7
1.020,0
-1.089,6
315.527,5
222.180,7
69.866,1
102.517,3
13.447,9
2.333,7
85.627,1
2.886,5
2.079,7
103.163,8
4. Deferred income tax returns
5. Allowance for job loss
6. Provision for long-term
liabilities
7. Unearned Revenue
0,0
789,7
895,0
136,9
0,0
0,0
0,0
2.096,3
4.388,8
4.997,9
6.658,2
Source: Audited FS of VIVASO in 2011, 2012 and FS 9M/2013.
The Corporation has no overdue debts and doubtful debts.
7.3 Balances of funds
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
25
PROSPECTUS
Item
2010
2011
Unit: mil. dong
9M/2013
2012
I. Owner’s equity
1. Charter capital
2. Other capital
3.Research and development
fund
4. Financial reserve fund
5. Other funds of owner
6. Undistributed earning
7. Construction investment
fund
8. Enterprise arrangement
supporting fund
265.681,3
271.042,1
272.592,7
189.569,7
188.349,7
17,0
188.349,7
17,0
323.656,4
309.111,7
0,0
12.125,4
1.461,9
3.178,7
576,8
12.173,2
1.585,5
21,9
7.006,0
15.336,9
2.584,9
4,0
4.411,4
15.808,7
2.775,3
0,0
-10.871,4
58.768,8
58.768,8
58.768,8
116,0
0
3.120,0
3.120,0
6.716,0
II. Other funds
1. Funds
Total
1.157,0
1.157,0
266.838,3
1.377,0
1.377,0
272.419,1
1.377,0
1.377,0
273.969,7
0,0
8.
323.656,4
Source: Audited FS 2011, FS after tax inspection and FS quarter 3/2013
Business performance 3 years before equitization
8.1 Several financial indicators before equitization
Consolidated data
TT
Chỉ tiêu
ĐVT
2010
1
Total assets
Mil dong
1.051.080,3
2
Mil dong
187.774,3
3
Owner’s equity
Revenues from the
sales of products and
services
4
Cost of goods sold
5
Mil dong
2011
2012
9T/2013
1.124.423,3 1.136.559,7 1.280.419
188.414,5
185.140,0
357.092
1.271.956,4
1.405.656,3 1.386.284,4
Mil dong
1.136.690,1
1.220.008,4 1.187.322,0 1.043.823
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
8
9
Net income
Number of employees
Mil dong
14.141,0
17.581,6
17.266,1
5.035
4.443
3.908
Person
1.000
dong/person/m
1.187.201
2.227
3.084
3.750
3.475
4.238
5.018
10 Average salary
6.100
Net income / Owner’s
11 equity
%
7,5%
9,3%
9,3%
0,9%
Source: Audited FS 2011, FS after tax inspection and FS quarter 3/2013
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
26
PROSPECTUS
Data of the Incorporation – holding company only
No.
1
2
3
4
5
6
7
8
9
8.2
Item
Unit
2010
2011
2012
Total assets
Mil dong
582.366,0
711.502,0
737.529,0
Owner’s equity
Mil dong
189.569,7
188.349,7
188.349,7
Revenues from the
sales of products and
services
Mil dong
577.809,9
642.682,4
676.874,9
Cost of goods sold
Mil dong
520.082,8
563.321,0
590.386,0
Gross profit
Mil dong
57.727
79.361,5
86.489,0
Earnings before tax
Mil dong
9.039,3
10.410,9
10.437,9
Corporate tax
Mil dong
1.474,7
1.698,7
1.689,6
Net income
Mil dong
7.564,6
8.712,2
8.748,3
9T/2013
793.914
309.112
542.173
480.920
61.253
-6.969
781
-7.750
Net income / Owner’s
3,99%
4,63%
4,64%
-2,51%
%
equity
Source: Audited FS 2011, FS after tax inspection and FS quarter 3/2013
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.
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
27
PROSPECTUS
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,
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
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
28
PROSPECTUS
 Fax: (84-4). 38731729
 Email : Vivaso96@gmail.com
 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
Field
1
Constructing all kind of houses
2
Concrete product and other product from cement and plaster
3
Repairing other equipment
4
Repairing machines and equipment
5
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 engine
8
Building ships and floating structures
9
Support services for waterway transportation
10 Producing wrinkled papers and cover; others kind of papers and cover
11 Trading motors
12 Wholesale metal and metal ore
13 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 trailer
15 Repairing and maintaining transport vehicles (except automobiles, motorbike,
and other motor vehicles)
16 Producing pulp, paper and cover
17 Wholesale automobiles and other motor vehicles
18 Preparing ground (Do not include leaking mines and other similar at ground)
19 Wholesale electronic and telecommunication equipments and components
20 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;
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
29
PROSPECTUS
27
28
29
30
31
32
Mechanical processing, handling and metal coating;
Manufacturing plastics products;
Manufacturing other rubber products;
Manufacturing paints , varnishes and coatings similar mastics;
Business ownership or rental property;
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;
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 Design
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
30
PROSPECTUS
Investment 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 ;
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
1
2
3
4
Items
Volume
(shares)
16.059.113
State-owned shares
Shares sold to employees based
on working years with the price
1.008.750
is equal to 60% of minimum
successful bidding price
Shares sold to employees based
on working commitment in
joint stock company with the
527.850
purchase price is equal to the
minimum successful bidding
price
Shares sold to public through
15.177.987
competitive auction
Total
32.773.700
160.591.130.000
Proportion
%
49,00%
10.087.500.000
3,08%
5.278.500.000
1,61%
151.779.870.000
46,31%
327.737.000.000
100%
Value (dong)
Source: Quoted from approved equitization plan of VIVASO
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
31
PROSPECTUS
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
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.
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
32
ORGANIZATIONAL CHART OF JOINT STOCK COMPANY
SHAREHOLDERS
BOARD OF DIRECTORS
BOARD OF
SUPERVISORS
BOARD OF MANAGERMENT
CHIEF EXECUTIVE OFFICER
DEPARTMENTS
SUBORDINATES
ASSOCIATES
SUBSIDIARIES
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
33
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
 Waterway Transport No 2 Joint Stock Company
 Waterway Transport No 3 Joint Stock Company
 Waterway Transport No 4 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
employees is 322 persons - 26%, labor directly involved in production of 932
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
34
PROSPECTUS
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.
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
35
PROSPECTUS
3.2. Total assets at the enterprise valuation at 30/06/2013
Items
Revaluation
data
3
Book value
1
2
Change
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
3. Construction in progress
-
-
145.904.809.660 148.221.256.473
2.316.446.813
12.569.857.347
12.569.857.347
-
6.254.636.591
6.254.636.591
-
2.797.147.039
3.639.395.091
II. Current asstes and short – term
investment
293.644.026.924 299.409.517.301
842.248.052
4. Long-term accounts receivable
5. Long –term prepaid expenses
1. Cash and cash equivalents:
29.594.457.962 29.596.257.755
4.940.175.180
4.940.180.044
24.654.282.782 24.656.077.711
185.702.540.398 191.466.230.982
63.727.605.148 63.727.605.148
14.619.423.416 14.619.423.416
+ Cash (including checks)
+ Cash deposits at banks
3. Accounts receivable
4. Inventory
5. Other short-term current assets
III. Value of business advantage
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)
Trong đó:
TỔNG GIÁ TRỊ THỰC
DOANH NGHIỆP (Mục A)
E1. Actual debt payable
TẾ
5.765.490.377
1.799.793
4.864
1.794.929
5.763.690.584
-
-
63.455.000
63.455.000
-
-
-
-
-
-
-
-
-
784.099.082.032 784.586.544.586
487.462.554
784.099.082.032 784.586.544.586
487.462.554
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
36
PROSPECTUS
Items
In which: Value of land use right
which has been received payable to
State
E2. State’s business fund
Revaluation
data
Book value
Change
-
-
-
-
-
-
REAL STATE CAPITAL IN THE
323.627.942.546 327.736.696.918
INCORPORATION {A-(E1+E2)}
4.108.754.372
Source: Inspection report of enterprise value and handling financial issues before the
publication of enterprise value in VIVASO of CPA.
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
37
PROSPECTUS
3.3 The utilization of houses and land
TABLE OF LAND USE PLAN AFTER EQUITIZATION OF VIVASO
No.
Land area
1
No 158 Nguyen Van
Cu road, Long Bien,
Ha Noi
2
No. 78 Bach Dang,
Hai Ba Trung, Hanoi
3
No. 55 Lane 29,
Khuong Ha Street,
Khuong Dinh ward,
Thanh Xuan District,
Hanoi
Content of the rent
Legal documents
Currently
rented
area (m2)
- Certificate of land use
AB082973 dated 30/12/2005 by
People’s committee of Hanoi
City.
The Corporation
Contract
No.
60- 796 m2
headoffice
2006/TNMTNĐ-HĐTĐTN dated
30/5/2006
between
Hanoi
Enviroment and Natural Resource
Department and VIVASO.
Contact No. 04-24599/ĐC-NNDHead office and
HĐTĐ dated 22/4/1999 between
production facilities
146.385 m2
Hanoi
Land
and
housing
of the Hanoi Port
Department and Hanoi Port.
Head office and
Certificate of land use 00008
production facilities
QSDĐ dated 15/9/1990 by
of Technical
833,3 m2
People’s committee of Hanoi
Supplies and Trade
City.
Company
Area in-use
postequitization
(m2)
Land use plan postequtization
Note
796 m2
The Corporation
headoffice
Renting land and
paying annual
Head office and
production facilities of
the Hanoi Port
Renting land and
Head office and
production facilities of
Technical Supplies and
Trade Company.
Renting land and
146.385 m
833,3 m2
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
2
paying annual
paying annual
PROSPECTUS
No.
4
5
6
Land area
Content of the rent
Kim son, Dong
Trieu, Quang Ninh
province
Head office and
production facilities
of Kim Sơn Ship
building & transport
Company
Hong Gai ward, Ha
Long City, Quang
Ninh province
Head office and
production facilities
of Company’s
branch in Quang
Ninh province
Ba Cap, Bich Ha
Ports in Thai Thinh
ward, Hoa Binh
City, Hoa Binh
province
Head office and
production facilities
of Hoa Binh
Construction and
Transport Company
Legal documents
Currently
rented
area (m2)
- Decision No. 1800/QĐ-UBND
dated 28/5/2007 of People’s
committee of Quang Ninh
province
- Certificate of land use
AH893125 dated 14/11/2007 by
54.286,1
People’s committee of Hanoi
m2
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.
- Decision No. 1384/QĐ-UBND
dated 08/5/1997 of People’s
committee of Quang Ninh
province
557,67 m2
- Certificate of land use
4063/QSD dated 07/5/2003 by
People’s committee of Quang
Ninh province
- Decision No. 1983/QĐ-UB
dated 11/11/2003 of People’s
committee of Hoa Binh province 117.459,1
- Decision No. 1060/QĐ-UBND
m2
dated 08/5/2006
of People’s
committee of Hoa Binh province
Area in-use
postequitization
(m2)
Land use plan postequtization
54.286,1 m2
Head office and
production facilities of
Kim Sơn Ship building
& transport Company
557,67 m2
117.459,1 m2
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
39
Head office and
production facilities of
Company’s branch in
Quang Ninh province
Head office and
production facilities of
Hoa Binh Construction
and Transport Company
Note
Renting land and
paying annual
Renting land and
paying annual
Renting land and
paying annual
PROSPECTUS
No.
Land area
Content of the rent
Legal documents
Currently
rented
area (m2)
Area in-use
postequitization
(m2)
Land use plan postequtization
Note
- Contract No. 80/HĐTĐ dated
19/8/2011 between People’s
Committee of Hoa Binh province
and Hoa Binh Construction and
Transport Company
- Decision No. 1060/QĐ-UBND
dated 08/5/2006
of People’s
committee of Hoa Binh province
7
Ben Got, Viet Tri
City, Phu Tho
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
Head office and
- Decision No.759/QĐ-UB dated
production facilities 16/3/2004
about
handover 160.840 m2
of Viet Tri Port
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 m
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
40
2
Head office and
production facilities of
Viet Tri Port
Renting land and
paying annual
PROSPECTUS
No.
8
Land area
Luc Dau Giang
street, Pha Lai town,
Chi Linh District,
Hai Duong province
Content of the rent
Representative
offices of the
Corporation at Pha
Lai.
Legal documents
Currently
rented
area (m2)
- Decision No. 410/QĐ-UBND
dated 30/01/2008 of People’s
Committee of Hai Duong about
handover Certificate of land use
for
waterway
transport
corporation.
100,2 m2
- Certificate of land use No.
AE069332 dated 30/01/2008 for
for
waterway
transport
corporation
by
People’s
Committee of Hai Duong
Area in-use
postequitization
(m2)
100,2 m
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
41
2
Land use plan postequtization
Note
Representative offices of
the Corporation at Hai
Duong.
Legal transfer
from personal
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
3.948.947
In that: waterway transportation
ton
2.220.500
2.464.755
2.760.526
ton
906.500
1.042.475
1.188.422
405.118.300
432.026.900
461.111.821
2.203.500
2.428.000
2.725.000
Transport services
+ Tons of rotation
+ Tons through
TKM
ton
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
42
PROSPECTUS
Items
Unit
+ Tons of stevedoring
+ Volune of labor export:
T
Person
Plan
2014
Plan
2015
Plan
2016
3.944.000
4.419.000
4.894.800
900
910
950
2. Net Revenue:
+ Revenue of waterway and road
transportation
10³đ
838.256.000
913.700.000
1.006.250.000
10³đ
304.927.000
344.798.340
391.936.436
+ Revenue of industry
+ Revenue of stevedoring and
warehouse
10³đ
74.500.000
81.950.000
90.964.500
10³đ
106.921.000
117.613.100
131.726.672
+ Revenue of construction
10³đ
91.908.000
102.338.560
116.622.392
+ Revenue of Petrol business
10³đ
110.000.000
112.000.000
115.000.000
+ Revenue of material business
10³đ
100.000.000
105.000.000
110.000.000
+ Revenue of trading
10³đ
50.000.000
50.000.000
50.000.000
3. Costs
10³đ
826.036.000
894.200.000
979.250.000
4. Earning before tax
10³đ
12.220.000
19.500.000
27.000.000
2,5
3,7
5,2
1.240
1.310
1.320
6.116
6.728
7.047
5. Dividend
%
6. Total number of employees
Person
7. Average salary
/mont
h/Pers
on
10³đ
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.
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
43
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
repairing for internal product, but also needs closely enhance market
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
44
PROSPECTUS
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
1
Pushers
2
Barge
Unit
CV
TPT
Year 2014
4
1.400
16
9.600
Year 2015
2
700
8
4.800
Year 2016
3
1.050
12
7.200
Year 2015
Year 2016
 Capital plan for each fields as follow:
Investment items
1. Waterway Transport
means
2. Warehouse Construction
3. Industry.
4. Stevedoring and road
transportation
5. Other investment
Capital total
Unit
Year 2014
Bil.Dong
60
30
45
Bil.Dong
Bil.Dong
11,8
2,5
12,3
3,2
13,6
4,0
Bil.Dong
4,7
5,5
6,3
Bil.Dong
Bil.Dong
2,5
81,5
2,8
53,8
3,5
72,4
Beside the counterpart funds by own funds of enterprises (about 25 - 30%), the remainder
is expected mobilization of employees, loans from financial institutions - commercial
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
45
PROSPECTUS
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
Year
2015
Year
2016
Units
Year 2014
Person
280
286
290
Person
70
72
76
1
Graduate and Ungraduate Labor
2
Labor
school
3
Technical workers
Person
650
700
710
4
Unskilled workers
Person
240
252
244
Total labor
Person
1.240
1.310
1.320
qualified
professional
 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
those made simultaneously trying to overcome the shortcomings and weaknesses. In the
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
46
PROSPECTUS
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.
No.
1
2
3
4
Plan of capital use from equitization
Contents
Units
Total Corporation Capital
VND
327.737.000.000
Real state-owned capital after revaluation
VND
327.736.696.918
State owned capital in Joint stock company
VND
160.591.130.000
Starting price
Value
VND/share
10.000
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
47
PROSPECTUS
5
5.1
Amount of money received from the equitization
VND
163.110.870.000
VND
6.052.500.000
commitment
VND
5.278.500.000
Sold to other investors through auction
VND
151.779.870.000
auctioned at par value
VND
167.145.870.000
Equitization costs
VND
1.505.800.000
VND
2.084.406.250
VND
0
VND
159.520.360.668
Shares sold to employees based on working
years (60% price)
5.2
5.3
6
7
Shares sold to employees based on working
The value of shares sold to employees and
(Will be settled according to the actual costs after
the equitization process).
8
9
Costs for redundant employees
The surplus capital corresponding to the proportion
of firms issuing more shares / Capital
The remaining amount of money received from
10
the sale of government capital after the
deducting costs (10)=(2)-(3)+(5)-(6)-(7)-(8)
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
48
PROSPECTUS
Ha Noi, month
…
day …
year
REPRESENTATIVE OF EQUITIZATION STEERING COMMITEE OF
HOLDING COMPANY – WATERWAY TRANSPORT CORPORATION
HEAD OF THE COMMITTEE
PHẠM NGỌC ĐÍCH
REPRESENTATIVE OF OFFERING ORGANIZATION
WATERWAY TRANSPORT CORPORATION
CHAIRMAN
PHẠM NGỌC ĐÍCH
GENERAL DIRECTOR
TRẦN HỮU LUẬN
CHIEF ACCOUNTANT
NGUYỄN THANH BÌNH
REPRESENTATIVE OF CONSULTING ORGANIZATION
BAOVIET SECURITIES COMPANY
DEPUTY CHIEF EXECUTIVE OFFICER
NGUYỄN THỊ THANH THỦY
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
49