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11 August 2022

Announcement on attracting a professional consulting company for the privatization of "CHINAZ PETROLEUM REFINERY PLANT" LLC

The State Assets Management Agency of the Republic of Uzbekistan (hereinafter - the "State Assets Agency"/"Seller"), in accordance with the relevant privatization programs, announces a tender for the selection of a professional consulting company (hereinafter - the "Consultant") for the privatization of "CHINAZ PETROLEUM REFINERY PLANT" LLC  to privatize 100.0% of state shares in the authorized capital of LLC (hereinafter - the "Asset").

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) below, no later than August 27, 2022 at 18:00 (Tashkent time).

If a joint commercial proposal is submitted, the key consultant who is responsible for coordinating the work of the consultant partner involved must be specified.

Interested consultants are asked to submit proposals to the contact addresses below (coded):

Vohidjon Tojiyevdeputy head of the department of transformation and privatisation of large state assets of the State Assets Management Agency of the Republic of Uzbekistan;

эл.почта: tender@davaktiv.uz;

тел.: + 998-71-259-20-91.

It is expected that the work on the Transaction will be carried out in close interaction between representatives of the Consultant, the Client and the Asset, if necessary, with visits to the Asset and practical assistance to the Asset team in the collection of data.

Disclamer

This solicitation does not constitute an obligation to submit a commercial proposal, nor does the Purchaser make any commitment to accept any proposal or enter into any contract pursuant to this solicitation. Accordingly, this solicitation does not imply a contract by virtue of the publication of this solicitation and/or the receipt of bids in connection therewith, or by negotiation or discussion with one or more selectors with respect to a Transaction.

The materials and information contained herein are intended to serve as a preliminary summary of only the most important aspects of the Transaction and as a general indication of the scope of work that may be expected from the Privatization Consultant.

Selectors cannot and should not rely on anything other than the sole limited purpose of preparing initial presentations and proposals for the Purchaser in connection with the selection process.

Request for Proposals for services of the consultant on privatization "CHINAZ PETROLEUM REFINERY PLANT" LLC (RfP)

Introduction

In accordance with the Decree of the President of the Republic of Uzbekistan from March 18, 2022 № PD - 168 provides for the privatization of "CHINAZ PETROLEUM REFINERY PLANT" LLC  by selling 100.0% of state shares in the authorized capital of LLC  (hereinafter - the "Deal").

The sale process should be organized according to the best world practice, taking into account the industry and individual specifics of the oil and gas market and the requirements of the legislation of the Republic of Uzbekistan. For the decision of the Seller, an independent valuation of the Asset in accordance with national legislation, on the basis of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) is carried out.

Briefly about the Active

"CHINAZ PETROLEUM REFINERY PLANT" LLC is an industrial enterprise, the main function of which is oil refining into gasoline, kerosene, fuel oil, diesel fuel, lubricating oils, The plant is equipped with modern technological equipment, which allows processing up to 117 thousand tons of hydrocarbon raw materials per year.

The central office of "CHINAZ PETROLEUM REFINERY PLANT" LLC is located in Tashkent region, Chinaz district, 125, Ohunbabaev street. The oil refinery was launched on August 11, 2016. The authorized capital is 102.0 billion UZS.

Expected structure of and requirements for Consultant proposals

Preference is given to a consultant with relevant knowledge and experience in the field of oil and gas.

The Consultant's proposal (individual applicant or consortium) must be prepared in Russian/English or Uzbek and must contain information on the following:

a) The Consultant’s vision on the organization of work with a detailed description of the proposed actions for the privatization of the Asset. View on the duration of the process if the Consultant's recommendations and suggestions will be adequately responded to within a reasonably required time (up to 10 points);

b) Information about the Consultant’s experience in transactions with similar assets, including information about the Consultant’s mandates in the CIS region from January 1, 2017 – present (up to 35 points);

c) Proposal on the organization of the Transaction in terms of project management (phases, considering completion date). Information about the team that is involved in the proposed Transaction, indicating the names of individuals and information about them: work experience, work experience, general experience in concluding transactions and specific experience in conducting transactions. The knowledge of the Uzbek language by the team members is welcomed (up to 15 points);

d) Two-part Commercial Proposal (up to 40 points):

fixed fee - in the form of a single figure (including VAT as well as all other costs) and at the same time free of subjective assumptions of the consultant himself;

success fee - the Client shall give preference to proposals providing for a success fee in proportion to the value ("success fee") of the Transaction.

In the case of the presentation of the proposal at the price range, its upper limit is taken for the evaluation of the proposal. Possible additional transaction costs (travel, translation, etc.) must be included in the fixed part of the value;

e) A written statement of sufficient competence as well as human, time, material resources to perform the tasks assigned.

f) Information on the presence of a conflict of interest. Indicate whether the Consultant currently has a mandate for a potential transaction that could give rise to a conflict should he be involved in this Transaction.

Scope of work of the consultant on the privatization process:

I. Analysis of the oil and gas market:

Analysis of the oil and gas market and the prerequisites for the development of the industry in Uzbekistan;

and in the region, the necessary conditions for the development of enterprises of the industry;

Analysis of the experience of privatization of the industry enterprises in other;

(including neighboring) countries, the main reasons for the failure of privatization of this type of asset, the factors that ensure the success of privatization;

and further development of the industry.

II. Analysis of the Asset:

description of the Asset, its market and competitive positioning;

Risk analysis: identifying potential areas of concern about the Asset from an investor's perspective and the most common reasons for failures of such transactions. Providing recommendations for measures to mitigate the identified risks;

Conducting due diligence, including, but not limited to examining the issues of:

Determining ownership of the right to objectively expressed results of intellectual activity and equivalent means of individualization, including trademarks, market brands and other aspects of intellectual property;

determining the grounds and providing opinions, including the substantiation of rights aspects of the results of entrepreneurial and other economic activities related to;

with the use of property, as well as the creation, acquisition of property in transactions, inheritance, acquisitive rights in favor of the Asset or on the property of third parties, limited property rights established on the property Assets in favor of third parties;

encumbrances, including taking into account the measures taken for debt collection and enforcement;

the situation with compliance with labor and antitrust laws, provisions on environmental protection.

III. Consultations on pre-sale preparation of an Asset:

proposals to increase the investment attractiveness of an Asset, improve the corporate structure and corporate governance based on best practices and a review of comparable analog companies during the pre-sale preparation period;

conducting a comprehensive (tax, legal, financial and environmental) analysis (due diligence) of an Asset;

recommendations on the optimal marketing strategy, preparation of marketing materials (teaser, information memorandum, procedural letter, etc.);

presentation of recommendations on building public relations, answers to their questions;

review of suitable valuation methodologies and their relevance to investors, providing recommendations on the cost range;

identification of key factors, key indicators and assumptions affecting the assessment, including from the investor's point of view;

involvement of other Consultants within the Project (if necessary) and coordination of their work.

IV. Transaction support:

taking all measures aimed at privatizing the Asset, organizing a virtual data room (VDR) (as needed);

coordination of communication with potential applicants, including answers to questions from potential buyers;

support of the sale process with the preparation of all necessary documentation, including the draft contract of sale (with translation into Uzbek, if needed into Russian and English);

organization of closing and announcement of the Transaction.

(1) In the case of a consortium application, please provide the consortium agreement as well as the main consultant (usually called consortium leader) coordinating the application. In this case, the total cost of services must be specified.

(2) If consultants' proposals are scored less than 30 points under points a, b and c, the proposal is not subject to evaluation under point d.

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