Ministry of Energy Myanma Petroleum Products Enterprise Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products ; Closing Date 20 Oct 2015

REPUBLIC OF THE UNION OF MYANMAR

Ministry of Energy Myanma Petroleum Products Enterprise Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products (JVP)

General Rules and Requirements

July 9th, 2015

General Rules and Requirements for

Importation, Storage, Distribution and Sales of Petroleum Products in Myanmar

Myanma Petroleum Products Enterprise and the Ministry of Energy of the Republic of the Union of Myanmar hereby announce a tender and the invitation to submit proposals for importation, storage, distribution and sales of Petroleum Products in Myanmar through a Joint Venture between Myanma Petroleum Products Enterprise and a qualified potential partner (referred to as the Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products, or JVP) under the Foreign Investment Law and existing laws, rules, regulations and any modifications thereof.

This document comprises the general rules and requirements for the tender process of the JVP (“the Rules”).

Myanma Petroleum Products Enterprise shall be hereinafter referred to as the “MPPE” (which expression shall include its successor and permitted assigns represented by the Managing Director of MPPE), and the Applicant for the “Invitation to Tender (ITT)” shall be hereinafter referred to as the “Applicant” (which expression shall include its successor and permitted assigns represented by the Applicant of ITT).

The scope of the Joint Venture is as follows:

The JVP will involve the establishment of a Joint Venture Company with MPPE to undertake a rehabilitation of the existing facilities and to perform expansion of the business. In addition, the Joint Venture Company will engage in importation, storage, distribution and sales of a wide range of Petroleum Products. The Joint Venture Company will be established with an initial shareholding structure of 51% for MPPE and 49% for the Successful Applicant

1. The tender shall be completed in the specified format on company letter head and under signature, with the name, designation, fax number, email address, telephone number and full mailing address of the Applicant to be provided.

2. The Applicant shall not be considered for the tender evaluation if the following documents are not completed in their entirety and submitted:-

a. Company Profile and Registration,

b. Certificate of Incorporation,

c. Company’s Article of Association (AOA),

d. Memorandum of Association (MOA),

e. International Past Performance and Track Records,

f. Annual Report, Auditor’s Report and Financial Statement for the last three (3) years,

g. Bank recommendation from a respected bank regarding the good standing of the Applicant,

All the above documents must be endorsed by the Republic of the Union of Myanmar Embassy in the Applicant’s jurisdiction of organization.

3. An Applicant shall be a Limited Liability Company or a Corporation or a Consortium as defined in “Annex A – Definition”. If a Consortium, the above documents must be submitted for all members of the Consortium.

4. To be eligible to submit a proposal, an Applicant must meet all the following requirements:

a. The Applicant must have at least ten (10) consecutive years of experience in the trading business of petroleum products such as the storage, distribution and sales etc.

b. The Applicant must have traded a volume of at least 2,700,000 m3 of petroleum products per annum for the last 3 years.

5. The Applicant must provide evidence and details of its previous experience including the experience of its Affiliates in importation of Petroleum Products, storage of Petroleum Products, distribution of Petroleum Products, sales and Trading of Petroleum Products, construction of new facilities, using the template contained in Annex A – Experience Data Sheet.

6. Information submitted under Sections 3, 4 and 5 shall include evidence of the Applicant’s ownership of any Affiliates referred by the Applicant.

7. The Applicant shall provide its audited financial statements for the last three (3) financial years and those of businesses to which the Applicant refers in Section 4.If the Applicant is a Consortium, the Applicant shall submit audited financial statements for each Member of the Consortium.

8. The Applicant shall provide the following additional information:

a) Company documents of the Applicant referred to in Section 2 and related documentation, including:

Its full legal name, the address of its principal executive office, its legal form, email address, telephone and facsimile numbers, ownership structure, the identity of its ultimate beneficial owners or, if it or its parent company listed on the stock exchange, the name of the stock exchange and the ticker identification code of the company. The Applicant shall also provide the full names and addresses of all its subsidiaries’ directors and key personnel.

If the Applicant is a Consortium, the Applicant shall provide this information for each Member of the Consortium including all documents establishing the Consortium, such as a copy of any memorandum of understanding, cooperation agreement, or similar agreement relating to the proposed business.

b) Date and place of incorporation.

If the Applicant is a Consortium, the Applicant shall provide this information for each Member of the Consortium that is incorporated.

c) A description of the Applicant’s business divisions and Affiliates.

The Applicant is required to provide a description of divisions and Affiliates that may specialize in petroleum products importation, petroleum products storage, petroleum products sales and Trading, or construction of infrastructure (e.g. facilities, tanks, pipelines, oil jetties, etc.). If the Applicant is a Consortium, the Applicant shall provide this information for each Member of the Consortium. The Applicant shall provide evidence of the same by means of externally audited financial statements and proof of ownership.

9. The Applicant shall nominate an Authorized Representative and a Back-up Representative. The Authorized Representative shall have the authority to act for and on behalf of the Applicant during the tender process. If the Applicant is a Consortium, the Applicant shall nominate one (1)Authorized Representative and a Back-up Representative to represent all Members of the Consortium or, if so desired, one (1)Authorized Representative per Consortium member. In the later case, the Authorized Representatives must act jointly. The representatives’ information shall be submitted in accordance with Annex B.

10. The documentation related to the Joint Venture in the Petroleum Products Importation, Storage, Distribution and sales (“the Tender Documents”) can be purchased by interest parties from 20-07-2015 onward at the address below and upon payment to MPPE of a non-refundable fee of 10,000 USD (Ten Thousand United States Dollars). This fee may be paid in Myanmar Kyats, United States Dollars, Euros or Japanese Yen.

11. A Bid Bond in the form of Annex C hereto with (9) months validity in favor of MPPE for 4,000,000 USD (Four Million United States Dollars) or its equivalent in Euro, shall be submitted through Myanma Foreign Trade Bank, or to any international first class foreign correspondent bank to the Myanma Foreign Trade Bank, along with the proposal.

12. The Committee shall notify the three (3) Selected Applicants. The Bid Bond shall be released to the unselected Applicants within thirty (30) days after the notification of the three (3) Selected Applicants. Then, the top Successful Applicant out of the three (3) Selected Applicants and MPPE shall sign the Joint Venture Agreement after approval from the Myanmar Investment Commission (MIC). The Bid Bonds of the two (2) Back-up Applicants shall be released after the completion of the initial payment of Paid-up Capital by the Successful Applicant. The release shall be completed within thirty (30) days after the Signing Date of the Joint Venture Agreement between MPPE and the Successful Applicant.

13. The Bid Bond of the Successful Applicant shall be held on and released after completion of initial payment of Paid-up Capital. The validity of the Bid Bond of Successful Applicant shall be extended to the time covering the completion of the initial payment of Paid-up Capital if required.

14. The submission of the Application shall only be accepted in person. A receipt will be issued to all Applicants.

15. The Applicants shall submit one (1) original and eight (8) copies of the Application, written in English and four (4) copies in the Myanmar language, duly signed by the Authorized Representative(s). The letter of authorization shall be accompanied by a written power of attorney. The original and the copies shall be marked as original or as a copy, as applicable. The Applicant shall provide two (2) CD-ROMs or thumb drives, each containing a copy of the Application in Microsoft Word and PDF formats. The two (2) CD-ROMs or thumb drives shall be included in the sealed envelope with the Application. The Bid Bond shall be submitted in separate sealed envelope along with the Application and the word “Bid Bond for the Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products Tender”. The Application shall be submitted in separate sealed envelope, with the words “Proposal for the Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products Tender” written on the envelope.

16. The Applicants shall submit the Application clearly addressed as follows:

Joint Venture Project for Importation, Distribution and Sales of Petroleum Products

Managing Director

Myanma Petroleum Products Enterprise,

Ministry of Energy

Office Building No.6, Nay Pyi Taw.

Republic of the Union of Myanmar

The venue of submission shall be at Myanma Petroleum Products Enterprise, Building 6, Nay Pyi Taw, Myanmar before 13:00 on 20-10-2015. The time of submission shall be the time of the signature acknowledging receipt of the submission by the Committee. The Committee shall not accept late Applications. Any Application received after the deadline for submission shall not be accepted and will remain unopened.

17. The Committee will hold the ceremony of receiving Applications, in the presence of Applicants who wish to attend at 13:30 pm on 20-10-2015 at the following address;

Yadanar Hall

Ministry of Energy

Building No.6, Nay Pyi Taw

The Republic of the Union of Myanmar

The Authorized Representatives who are present at this ceremony shall sign a register evidencing their attendance.

18. The Committee may, at its own discretion, amend the Rules and Requirements. Any amendment to the Rules and Requirement shall be communicated in writing to the Applicants.

19. Applicants requiring clarification on any part of the Rules and Requirements may send their questions to the Committee from 20-07-2015 to 14-08-2015 at the following address in writing:

Managing Director

Myanma Petroleum Products Enterprise,

Ministry of Energy

Office Building No.6, Nay Pyi Taw.

Republic of the Union Of Myanmar

Or by email to the following email address: mppe.ho2@mptmail.net.mm

No questions nor inquires via telephone shall be answered.

20. The Committee will do its best effort to provide clarification in writing or by email to one (1) or, depending on the issue, all Applicants, without disclosing the identity of the Applicant from which the inquiry was made.

21. The Applicant is required to bear his or her own costs, including for any travel and time-related costs associated with the Application, regardless of the result of the Application.

22. The Committee reserves the right to accept or to reject any Application and/or to cancel the entire Joint Venture Partner Selection Process without assigning any reason. The decision of the Committee shall be final.

23. The Committee may disqualify any Applicant if:

1. Any changes have occurred since the submission of the ITT that render the Applicant non-compliant with the Rules and Requirements notified in the “General Rules and Requirements”; or

2. The Committee has a reasonable basis to believe that the Applicant has engaged in any improper or unlawful conduct with regard to any aspect of this Joint Venture Partner Selection Process, including but not limited to:

A. Providing false or misleading information;

B. Having improper contact with any member of the Committee or any of its advisors;

C. Colluding with any other Applicant;

D. Bribing any member of the Committee or any of its advisors;

E. Coercing any member of the Committee or any of its advisors; or

F. Attempting to do any of the acts stipulated in Section 22-2-(A) to (F) above.

24. The Applicant shall notify the Committee in writing of any changes in control of the Applicant, or of any Affiliates referred to in Section 4, or if the Applicant is a Consortium, changes in any Member of the Consortium, that occurs between the submissions of the ITT.

25. MPPE will hold a pre bid conference on 20-08-2015 from 10:00AM to4:00 PM with the Applicants on questions and concerns regarding the JVP. Each Applicant is entitled to a maximum of five (5) comments/questions (each of them not being more than five (5) lines) which must be submitted seven (7) days prior to the conference. The event shall be held on the following address:

Yadanar Hall

Ministry of Energy

Building No.6, Nay Pyi Taw

26. The Applicants, who wish to visit the facilities shall submit a request letter addressed to the Managing Director of MPPE at least one (1) week prior to the date of the visit(s), with the following information:

 Name of Company

 Name of person(s)wishing to visit (full name)

 Designation

 Passport Numbers and Date of Issue

 Copy of Passport

 Nationality

 Country

 Travelling Schedule

 Other relevant documents (if requested)

The site visit shall take place no later than thirty (30) days prior to the tender closing date.

27. The Applicant shall certify that all the documents submitted to the Committee are true and correct.

CHAIRMAN

TENDER EVALUATION AND SELECTION COMMITTEEJOINT VENTUREPROJECT FOR

IMPORTATION, STORAGE, DISTRIBUITON, AND SALES OF PETROLEUM PRODUCTS

MINISTRY OF ENERGY

NAY PYI TAW, REPUBLIC OF THE UNION OF MYANMAR

ANNEX A: DEFINITIONS

In this document, unless the subject matter or context requires otherwise, the following capitalized terms will have the following meanings:

 Affiliate

A company or entity in which the Applicant or, if the Applicant is a Consortium, any Member of the Consortium, has a direct or indirect interest of at least 30%.

 Applicant

A Limited Liability Company, a Corporation or a Consortium who has purchased and submits or intends to submit an Application in response to this ITT.

 Application

An application for the JVP submitted by an Applicant in accordance with the ITT.

 Authorized Representative

A person authorized by an Applicant to make commitments and enter into contracts on behalf of the Applicant or, if the Applicant is a Consortium, a person authorized by a Member of the Consortium on behalf of the Member of the Consortium.

 Back-up Applicant

The remaining Applicant, if any, which has been awarded the second and third highest Total Score by the Committee or, in the event of more than two (2) Applicants with the same Total Score, the Applicant that has been designated as Back-up Applicant by the Committee.

 Back-up Representative

Another person besides the Authorized Representative who is authorized to make commitments and enter into contracts on behalf of the Applicant, or, if the Applicant is a Consortium, another person authorized by a Member of the Consortium on behalf of the Member of the Consortium.

 Bid Bond

The bond that the Applicant will provide to secure its application for the JVP in accordance with the ITT.

 Capital Investment

The sum of all expenses and capital expenditure to carry out the business of the Joint Venture Agreement for importation, storage, distribution and sales of Petroleum Products, Construction of New Facilities, and Trading.

 Committee

Joint Venture Partner Tender Evaluation and Selection Committee body established by MPPE to review and evaluate the Applications submitted pursuant to the ITT for the Joint Venture Partner Selection Process.

 Consortium

An Applicant that is composed of two (2) or more legal entities.

 Construction of New Facilities

The equipments, machineries, jetties, pipelines, storage facilities, (gas) station etc. and infrastructure that shall be newly constructed under the JVP.

 Corporation

A company or group of companies authorized to act as a single entity and recognized as such under the laws of Myanmar.

 Euro

The currency of the European Union.

 Experience Data Sheet

Document provided as Annex A (GRR) – Experience Data Sheet, on which Applicants provide details of their previous relevant experience.

 Foreign Investment Law

The law enacted on 2 November 2012 that governs foreign investment in the Republic of the Union of Myanmar and related rules and regulations and any modification thereof.

 Invitation to Tender (ITT)

This is the initial step of the competitive tendering process in which applicants are invited to submit sealed bids to form a Joint Venture to carry out the The Joint Venture Project for Importation, Storage, Distribution, and Sales of Petroleum Products (JVP)

 Joint Venture

A company comprised of the MPPE and the limited liability Company, Corporation or Consortium that is designated the Successful Applicant by the Committee, incorporated in accordance with the laws of the Republic of the Union of Myanmar to carry out importation, storage, distribution and sales of Petroleum Products.

 Joint venture Agreement

The agreement entered into by MPPE and the Successful Applicant for the purpose of forming the Joint Venture, regulating the affairs of the Joint Venture, and defining each party’s duties, obligations and rights with respect to the Joint Venture.

 Joint Venture Company

The company to be formed under Myanmar law, rules, regulations, and any modifications thereof, between MPPE and the Successful Applicant to carry out the JVP.

 Joint Venture Partner Selection Process

Process of selecting the qualified Applicants and designating the Successful Applicant chosen to form a Joint Venture with the MPPE.

 Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products (JVP)

The proposed project is to form a Joint Venture with MPPE in order to carry out the importation, storage, distribution and sale of Petroleum Products in Myanmar.

 Letter of Application

Covering letter that accompanies the Application.

 Member

Any entity that has agreed with one (1) or several other entities to form a Consortium with the purpose of submitting an Application to the Committee.

 MPPE

Myanma Petroleum Products Enterprise, a State-owned enterprise under the Ministry of Energy.

 Operations

Operations which consist of importation, storage, distribution and sales of Petroleum Products in Myanmar

 Paid-up Capital

Paid-up capital is the paid-up capital as defined in accordance with the Myanmar Companies Act 1914. With respect to the Successful Applicant, the paid-up capital is as submitted in the successful bid.

 Petroleum Products

Products derived from crude oil through refining processes, including, gasoline, high speed diesel, furnace oil, fuel oil, and lubricating oil, etc. (Please note that for the purpose of this tender liquefied petroleum gas and liquefied natural gas are not included)

 Required Permits and Necessary Licenses

The permits and licenses that will be issued to the Joint Venture by the relevant Government authorities, including: (i) Certificate of Incorporation and Permit to Trade from the Directorate of Investment and Company Administration; (ii) investment permit from the Myanmar Investment Commission; (iii) import and export licenses for Petroleum Products (both crude oil and refined products) from the Ministry of Commerce and Ministry of Energy; (iv) construction permits from the Ministry of Construction or local construction authorities for the construction or renovation of any buildings, as needed; and (v) other licenses and approvals from respective ministries which cover fire protection, environmental requirement, storage of hazardous materials requirements, etc.

 Selected Applicants

The Successful Applicant and two (2)Back-up Applicants.

 Selection Notice

A notice sent by the Committee to an Applicant informing the Applicant that the Committee has designated it as the Successful Applicant.

 Signing Date

The date that MPPE and Successful Applicant have signed the Joint venture Agreement for the JVP.

 Successful Applicant

The Applicant that is awarded the highest Total Score by the Committee or that is designated as the Successful Applicant by the Committee.

 Total Score

The Total Score shall include the scores of items under the criteria mentioned in Section 6.3 of the ITT.

 Trading

Trading includes importation of crude oil and Petroleum Products, production, exportation, sales, distribution and marketing of Petroleum Products. Trading also includes operations consisting of importing and exporting to wholesalers large quantities of Petroleum Products.

 US Dollars

The currency of the United States of America.

 Japanese Yen

The currency of Japan.

ANNEX C: ANNEX A- EXPERIENCE DATA SHEET (THIS IS A TABLE FORM)

1. Importation of Petroleum Products experience (a) Last recent 3 years (b) Location of the Business describing infrastructure specifications of the Business (c) Yearly importation volume of refined petroleum products Year 1 Year 2 Year 3

2. Storage of Petroleum Products experience (a) Last recent 3 years (b) Location of the Business describing infrastructure specifications of the Business (c) Storage volume of refined petroleum products Year 1 Year 2 Year 3

3. Sales and Distribution of Petroleum Products experience (a) Last recent 3 years

(b) Location of the Business describing infrastructure specifications of the Business (c) Sales and Distribution volume broken down by type of petroleum products Year 1 Year 2 Year 3

4. Existing division or affiliate(s) dedicated to construction of infrastructure (e.g. facilities, tanks, pipelines, oil jetties, gas station, etc.) (if any) Description of any Affiliate of the Applicant that is dedicated to construction of infrastructure 5. Other relevant experience (if any) Description of any additional previous experience not stated above that the Applicant would consider relevant

ANNEX B – APPLICANT INFORMATION FORM

Applicant:

______________________________

Authorized Representative(s):

______________________________

Mailing address:

______________________________

Contact telephone number:

______________________________

Contact facsimile number:

______________________________

Contact mobile number:

______________________________

Contact email:

______________________________

Signature of Authorized Representative:

______________________________

Back-up Representative(s):

______________________________

Mailing address:

______________________________

Contact telephone number:

______________________________

Contact facsimile number:

______________________________

Contact mobile number:

______________________________

Contact email:

______________________________

Signature of Back-up Representative(s):

______________________________

Sealed and Signed by _______________________________

Respective Embassy Endorsement

_______________________________

ANNEX C – BID BOND (IN BANK SECURITY FORM)

Managing Director

Myanma Petroleum Products Enterprise

Ministry of Energy

Office No. 6

Nay Pyi Taw, Republic of the Union of Myanmar.

Where as————————(Name of Applicant)———————-(hereinafter referred to as “Applicant”) has undertaken, in pursuance of proposal for the Joint Venture Project (JVP) dated XX and WHEREAS we have agreed to give the Applicant a guarantee:

THEREFORE we hereby affirm that we are Guarantors and responsible to you, on behalf of the Applicant, up to a total of 4,000,000 USD (Four Million United States Dollars) and we hereby unconditionally and irrevocably undertake to pay you, upon your first written demand declaring the Applicant to be in default under the conditions of this obligation and without objection or delay, any sum or sums within the limits of 4,000,000 USD (Four Million United States Dollars) as aforesaid, without your needing to prove or to show grounds or reasons for your demand for the sum specified therein.

The conditions of this obligation are:

1. The Applicant shall not withdraw its bid during the period of bid validity specified.

2. The Applicant shall not, having been notified of acceptance of its selection by the MPPE during the period of bid validity,

(A) fail or refuse to execute the contract in accordance with the tender documents if required.

(B) fail or refuse to furnish the performance security in accordance with the tender document.

(C) fail or refuse to agree the Bid Bond to be held on as a performance security for initial payment of paid up capital which will be within thirty (30) days after signing of Joint Venture Agreement.

(D) fail or refuse to repond within seven (7) days after receiving the selection notice.

3. This Guarantee is effective on the date of its signature and valid until nine (9) months after tender closing date (xx.xx.20xx). The period of validity of the Guarantee can be extended upon the mutual written agreement of the parties.

Signature and Seal of the Guarantor,

——————————————

Dated ——————————- Address: —————————

—————————

Ministry of Energy Myanma Petroleum Products Enterprise Joint Venture Project for Importation, Storage, Distribution and Sales of Petroleum Products ; Closing Date 20 Oct 2015

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