Thai Giant Acquires Solar Power Project in Vietnam

Many foreign investors have chosen Vietnam as a destination to invest in solar power project in Vietnam.

Together with the explosion of solar power projects, 2019 is considered to be the peak year of the ‘underground waves’ surrounding the race for additional licenses for solar power planning in all levels from central to local. The situation of license trading, project transfer to foreign investors also appeared.

Along with the rush of solar power projects, in recent days, a series of news that many weak investors still have acquired large-scale renewable energy projects, then quickly transferring to foreign investors to make profit gradually appearing in many forums about renewable energy. Even, according to the announcement of foreign investors, the transfer of solar power projects in Vietnam is taking place very excitingly.

Most recently, the Board of Directors of Super Energy Corporation Company Limited (Super Energy) of Thailand announced that at the end of March 2020, they have sent a letter to the Thai Securities Commission announcing the decision to spend no more than 456.7 million USD to invest in 4 solar power plant projects, including Loc Ninh 1 (200 MW), Loc Ninh 2 (200 MW), Loc Ninh 3 (150 MW) and Loc Ninh 4 (200 MW) in Binh Phuoc province (Vietnam).

According to the announcement, the investment in Loc Ninh 1 solar power project is 99.7 million USD; in Loc Ninh 2 is 140 million USD; in Loc Ninh 3 is 105 million USD and in Loc Ninh 4 is 112 million USD. In order to raise the ownership rate at businesses implementing the 4 solar projects, the Super Energy project has to pay a total of 72.9 million USD as scheduled. In particular, the amount paid in March 2020 is more than 5.7 million USD. Specifically, the payment in March 2020 was 13,667 million USD. The amount payable in June 2020 will be 32.4 million USD and the amount payable in November 2020 will be 11.6 million USD. Under the agreement, if the purchase price is different from the forecast of 7.09 US cents/kWh, the value of the stock will be adjusted according to the actual purchase price.

However, according to initial information, not all Vietnamese partners (many believe that subsidiaries of Hung Hai Group) will receive all this money. Currently the first payment took place with the amount of 5,732 million USD. The remaining payments will be accompanied by detailed conditions such as when there is land lease decision, construction permit, grid contract, land use right certificate, or certificate of eligibility for commercial electricity generation with the purchase price of electricity is 7.09 UScents/kWh…

Notably, before the acquisition of the 4 mentioned projects, the Thai energy company owned 6 solar power projects in Vietnam. As of March 2020, these 6 projects alone had a total capacity of up to 286.72 MW, equal to half of the total capacity of 100 solar power projects in Thailand that SEC owns.

A special feature is that all 6 power projects in Vietnam that Super Energy acquired earlier only had the return on investment (EIRR) of 12-13%. And power projects under Loc Ninh project cluster have much higher EIRR, from 16.59% to 17.4%. In addition to solar power projects, the SEC also owns 4 wind power projects in Vietnam, in Bac Lieu, Soc Trang, Phu Yen and Gia Lai provinces. These projects are expected to be fully or partially operational from Q4/2021.

According to research, through the form of joint venture, transfer of shares with Vietnamese enterprises, many foreign energy and investment corporations have owned dozens of solar and wind power projects and enjoyed preferential prices of 9.35 UScents/kWh for 20 years in Vietnam.

Among these are the two solar power plants TTC 1 and TTC 2 in Tay Ninh, invested and operated by Thanh Thanh Cong Group and Gulf Energy Group (Thailand), operated in the middle of 2019. At that time, Thai group owns 49% of the capital but in the latest change, Gulf has increased its holding to 90%. Apart from the solar power projects in Tay Ninh, Thai group also holds wind power projects in Ben Tre with 95% ownership.

In addition to the above mentioned projects, Super Energy has also invested in the form of buying shares in solar power projects in Ninh Thuan, An Giang… In addition to Thailand, many investors come from Singapore, China, Philippines… also owns dozens of solar and wind power projects in Vietnam through shares and joint ventures.

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How to distinguish a Limited Liability Company and a Joint Stock Company?

Vietnam Law allows the establishment of a company in Vietnam in various forms. It is an important step in investment process.

Investors could choose different forms depending on the needs and capacity on the ability to raise capital and sharing the risk in business as well as the management and operating costs. Each form will have its own organizational structure, operating mechanism, rights and obligations specified under Law on Enterprise 2014.

Currently, Limited Liability Company (“LTD”) and Joint Stock Company (“JSC”) are two popular enterprise forms operating in Vietnam.

What is the difference between these two forms of companies?

I. Organizational Structure

Number of members/shareholders:

LTD

-Single member LTD: Having only one member (member can be an organization or an individual);

-Multi members LTD: Having at least 2 members and not exceed 50 members (member can be an organization or an individual).

JSC

Joint Stock Company has at least 3 shareholders and not limit the maximum number.

Management structure

LTD

-Single member LTD

Single member LTD owner by an organization shall be organized under two models: Company president, Director/General director and Supervisor; (OR) Members Council, Director/General director and Supervisor.

Single member LTD owner by an individual shall be organized as follows: Company president, Director/General director.

-Multi members LTD

Multi members shall be organized by: LTD Council members, Chairman of the Members Council and Director/General director;

Multi members LTD having 11 members or more shall establish the Board of Supervisors.

JSC

JSC can be organized under two models: General Meeting of Shareholders, Board of Directors, Board of Supervisors and Director/General director; (OR) General Meeting of Shareholders, Board of Directors (Board of Internal Supervisors under Board of Directors) and Director/General director.

II. Capital Contribution

Raising capital

LTD

-Single member LTD: Owner increases charter capital

-Multi members LTD: Members increase their charter capital, or increasing the number of capital contributors

JSC

Different from LTD, JSC can raise its capital by various methods as follows: Selling shares to existing shareholders; Selling shares individually to non-shareholders; Issuing shres on the stock market.

Transfer of contributed capital

LTD

-Single member LTD: Owner transfers a part of contributed capital to other persons and this could lead to changes of the type of business or other procedures if all capital is transferred (for instance in a M&A deal).

-Multi members LTD: Offer the stakes to other members in proportion to their stakes in the company under the same conditions; The stakes could only be transferred to other persons if the members do not buy or do not buy completely within 30 days from the offering date.

JSC

The shareholders of JSC are free for transfer their contributed capital after 03 years from the establishment.

Having said that, LTD is a type of enterprise that the capital contribution is not the only link between the members of the company but they are also linked together by relationship. They may be acquaintances and trust each other to jointly contribute capital to establish an enterprise. Therefore, the management of the LTD is as complicated as JSC. With the larger the number of shareholders, the level of capital mobilization, voting power to decide on issues of the company based on the ratio of capital contribution of each shareholder, the management and operation of the JSC is more complex.

The ability to raise capital of a JSC is higher than a LTD. Because, JSC can issue shares to the public in the form of securities. When the stocks are listed on stock exchange, the information of company’s business operations must be public and more transparent.

The procedure to set up a company in form of an LTD or a JSC has not much differences.

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Exxon Mobil Wants to Participate in Series of LNG Gas Power Projects in Vietnam

Exxon Mobil wants to invest in Vietnam, specifically invest in Vietnam energy sector.

The chain of ports, depots and LNG gas plant in Hai Phong has a scale of 4,000 MW and in Long An has a scale of about 3,000 MW.

In a conversation with Vietnam Prime Minister in June 2020, Global President of Exxon Mobil said that the Group wants to take advantage of opportunities and invest in the energy sector in Vietnam.

Accordingly, Exxon Mobil wants to invest in the chain of port, LNG gas storage and LNG power plants with the most modern technology in Hai Phong. The scale of the electricity production project from LNG is up to over 4,000 MW, expected to go into operation in the period of 2025 – 2030.

As for the current gas-electric chain with a capacity of about 3,000 MW in Long An, Exxon Mobil will ensure continuous supply of LNG directly from the United States and from some other countries. The import of LNG will contribute to creating a harmonious trade balance between Vietnam and the United States.

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Ho Chi Minh City Attracted USD 1.92 Billion of FDI

Ho Chi Minh City is one of the major economic, political and cultural centers of Vietnam as it has many favorable conditions for development. That’s why many foreign investors chooose to set up company in Ho Chi Minh city.

In the first 4 months of 2018, the total registered capital of new, increased, and contributed capital, purchase of shares of foreign investors in Ho Chi Minh City was 1.92 billion USD, accounting for 23.8% of the total investment capital of the whole country.

According to the Foreign Investment Department – Ministry of Planning and Investment, from the beginning of the year until now, foreign direct investment (FDI) projects have disbursed 5.1 billion USD, increase by 6.3% over the same period in 2017.

The whole country has 883 new projects have just been granted investment certificate with a total registered capital of 3.55 billion USD, equaling 76.1% over the same period in 2017. There are 303 projects registering to adjust investment capital with total increasing registered capital of 2.24 billion USD, equivalent to 51.5% compared with the same period in 2017.

In terms of investment sector, in the past four months, foreign investors have invested in 17 industries, of which the processing and manufacturing sectors are still attracting more attention of foreign investors with total capital of 4.52 billion USD, accounting for 56.1% of total registered capital. The real estate business ranked second with a total investment capital of 807.5 million USD, accounting for 10% of total registered capital. The third was the wholesale and retail sector with total registered capital of 779 million USD, accounting for 9.7% of total registered capital.

In terms of investment partners, there are 82 countries and territories have investment projects in Vietnam, of which Korea ranks first with total investment of 2.32 billion USD, accounting for 28.7% of total capital. Japan ranks second with total registered capital of approximately 1.29 billion USD, accounting for 16% of total investment. Singapore ranks third with total registered capital of 808 million USD, accounting for 10% of total investment.

Ho Chi Minh City continues to attract the most capital with a total registered capital of 1.92 billion USD, accounting for 23.8% of total investment. Hai Phong ranks second with a total registered capital of 1.03 billion USD, accounting for 12.8% of total investment. Hanoi ranks third with a total registered capital of 746 million USD, accounting for 9.25% of total investment.

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