Law No. (22) of 2022
Concerning the
Emirates Central Cooling Systems Corporation[1]
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We, Mohammed bin Rashid Al
Maktoum, Ruler of Dubai,
After perusal of:
Federal
Law No. (7) of 1999 Issuing the Pensions and Social Security Law and its
amendments;
Federal
Law by Decree No. (32) of 2021 Concerning Commercial Companies;
Law No.
(10) of 2003 Establishing the Emirates Central Cooling Systems Corporation and
its amendments;
Law No.
(19) of 2009 Establishing the Supreme Council of Energy;
Law No.
(12) of 2010 Concerning Protection of the Service Network of the Emirates
Central Cooling Systems Corporation;
Law No.
(27) of 2021 Concerning the Dubai Electricity and Water Authority;
Law No.
(5) of 2021 Concerning the Dubai International Financial Centre;
Decree
No. (19) of 2022 Transferring the Shares of the Dubai Development Authority in
the Emirates Central Cooling Systems Corporation to the Emirates Power
Investment LLC;
Executive
Council Resolution No. (6) of 2021 Regulating the Provision of District Cooling
Services in the Emirate of Dubai; and
The
Legislation establishing and regulating free zones in the Emirate of Dubai,
Do hereby issue this Law.
The
following words and expressions, wherever mentioned in this Law, will have the
meaning indicated opposite each of them unless the context implies otherwise:
|
UAE: |
The United Arab Emirates. |
|
Emirate: |
The Emirate of Dubai. |
|
Government: |
The Government of Dubai. |
|
DEWA: |
The Dubai Electricity and
Water Authority PJSC. |
|
EPI: |
Emirates Power Investment
LLC. |
|
Empower: |
The Emirates Central Cooling
Systems Corporation established pursuant to the above-mentioned Law No. (10)
of 2003. |
|
Government Entity: |
Any of the Government
departments, public agencies or corporations, Government councils or
authorities, or other entities affiliated to the Government. |
|
Company: |
The Emirates Central Cooling
Systems Corporation PJSC. |
|
General Assembly: |
The general assembly of the
Company. |
|
Articles of Association: |
The articles of association
of the Company. |
|
Board of Directors: |
The board of directors of
the Company. |
|
CEO: |
The chief executive officer
of the Company. |
|
Network: |
The Central District Cooling
Network of the Company. |
|
Companies Law: |
Federal Law by Decree No.
(32) of 2021 Concerning Commercial Companies. |
a. The legal form of Empower is hereby changed into a
public joint stock company named the “Emirates Central Cooling Systems
Corporation PJSC”. The Company will have legal personality and financial and
administrative autonomy and the full legal capacity to conduct its activities
and achieve its objectives, in accordance with this Law, the Articles of
Association, and the legislation in force in the Emirate.
b. The name “Emirates Central Cooling Systems
Corporation”, wherever mentioned in any legislation in force in the Emirate, is
hereby replaced by the name “Emirates Central Cooling Systems Corporation
PJSC”.
a. The Company hereby succeeds Empower in respect of
implementing all the legislation in force in the Emirate. The Company will
exercise all the functions of Empower under that legislation, throughout the
Emirate, including in Special Development Zones and free zones, such as the
Dubai International Financial Centre.
b. All the rights, assets, property, tangible and
intangible assets, agreements, concessions, obligations, companies, guarantees,
and undertakings of Empower, within or outside of the Emirate, are hereby
transferred to the Company.
c. All the assets, rights, and obligations to be
transferred to the Company will be conveyed to, and registered in the name of,
the Company or any company owned or affiliated to it, in accordance with the
legislation in force in the Emirate. Concerned Government Entities must, upon
the request of the Company, take the necessary action to complete the
conveyance and registration process.
The head
office of the Company will be located in the Emirate. Other branches and
offices of the Company may be established within or outside of the Emirate as
determined in the Articles of Association.
a. The issued and paid-up share capital of the Company is
one billion dirhams (AED 1,000,000,000.00), divided into ten billion (10,000,000,000)
shares. The nominal value of each share is ten fils (AED 0.10).
b. Shares will be owned by, and distributed between, DEWA
and EPI as per the following percentages:
1.
DEWA holds
seven billion (7,000,000,000) shares, representing seventy percent (70%) of the
share capital; and
2.
EPI holds
three billion (3,000,000,000) shares, representing thirty percent (30%) of the
share capital.
c. The nominal value of shares set forth in paragraph (a)
of this Article may be modified by unanimous vote of the Board of Directors.
d. The Board of Directors may determine a percentage of
shares that may be transferred to other parties through subscription. However,
the Board of Directors must issue a unanimous decision in this respect.
e. The liability of the Company will be limited to its
paid-up capital. The liability of shareholders will be limited to the nominal
value of the shares they own.
The term
of the Company is ninety-nine (99) years commencing from the date of its
registration on the commercial register in accordance with the legislation in
force in the Emirate. This term will be automatically renewed for the same
period in accordance with the provisions of the Articles of Association.
a. The Company will have the following objectives:
1. to undertake, in return for fees, the production of chilled water and conduct
of any other activities related to air-conditioning systems in commercial,
residential and industrial buildings and any other facilities;
2. to own, manage, operate, maintain, and rent out central or decentralised
cooling system equipment and the relevant transmission and distribution
networks and other equipment;
3. to implement joint projects with any others to achieve the objectives
stated in sub-paragraphs (a)(1) and (a)(2);
4. to invest in projects that contribute to the preservation of natural
resources, to the protection of the environment, and to adding value to
development efforts in the Emirate; and
5. to achieve any other objectives determined in the Articles of
Association.
b. For the purpose of achieving the objectives mentioned
in paragraph (a) of this Article, the Company may:
1.
contract
with others to construct chilled water production plants and networks, and to
procure chilled water production equipment, within or outside of the Emirate;
2.
establish
companies wholly or partially owned by it, or directly or indirectly hold
shares in any companies related to its objectives within or outside of the UAE;
3.
own, possess,
take lease of, and lease out real property, land, assets, machinery, and
equipment as required for the achievement of its objectives; and dispose of the
same in any legal manner, including mortgage;
4.
invest
and use its property in any commercial, financial, service, or industrial
fields;
5.
borrow
money and issue bonds and sukuk, with or without security, in accordance with
the Articles of Association; and
6.
perform
any other work or activities which are directly or indirectly related to the
achievement of its objectives, as stipulated in the Articles of Association.
a. Without prejudice to the provisions of this Law and
other legislation in force in the Emirate, the Articles of Association will be
approved pursuant to a resolution issued by the General Assembly upon the
recommendation of the Board of Directors. The Articles of Association must
determine all matters related to regulating the Company affairs, particularly
the following:
1.
the
procedures for increasing or reducing the share capital of the Company;
2.
the
procedures for obtaining loans from banking and financial institutions;
3.
the
revenues of the Company;
4.
the
formation of the General Assembly and determination of its functions;
5.
the
budget and Financial Year of the Company;
6.
the
procedures for distributing profits and losses;
7.
the
procedures for establishing branches of the Company within or outside of the
UAE;
8.
the
formation and terms of reference of the Board of Directors;
9.
the disposal
of the Company assets and management of its property and revenues;
10.
the
issuance, types, ownership and trading rules, and related rights of the shares;
11.
the
issuance and trading of bonds and sukuk;
12.
the
appointment of Company auditors and determination of their functions and
obligations; and
13.
the
dissolution and liquidation of the Company.
b. The General Assembly will be authorised to amend the
Articles of Association whether the Company remains wholly owned by DEWA and
EPI or the shares of the Company are offered for subscription.
Where
the Company shares are offered for subscription, natural and legal persons may
acquire shares in the Company. Subscription will be made in accordance with the
legislation in force in the Emirate.
a.
The Company will have a
Board of Directors comprised of seven (7) members, including the chairman and
vice chairman of the Board of Directors. The first Board of Directors of the
Company will be formed pursuant to a resolution of the General Assembly, and will
be comprised of three (3) members appointed by DEWA, including the chairman of
the Board of Directors; one (1) member appointed by the EPI; and three (3)
independent members, including a female member.
b.
The Articles of
Association will determine the method of formation and reconstitution, and the
term of membership, of subsequent Boards of Directors. The formation of Boards
of Directors must reflect ownership rights in the Company, and must be in
compliance with the legislation in force in the Emirate.
c.
The Company will have a
CEO, who will be appointed, and may be dismissed, pursuant to a resolution of
the Board of Directors. The CEO will undertake direct supervision of the
Company; perform his functions under this Law, the Articles of Association, and
the legislation in force in the Emirate; and exercise the duties and powers
assigned or delegated to him by the Board of Directors.
a.
The Board of Directors
will undertake general supervision of the Company and manage its affairs, and
will perform the Board of Directors functions under this Law, the Articles of
Association, and the legislation in force in the Emirate, including the
Companies Law. In particular, the Board of Directors will:
1.
approve,
and follow up the implementation of, the strategic plans and policies of the
Company;
2.
supervise
the achievement by the Company of its objectives;
3.
approve
the fees and tariffs for the services the Company provides, and submit the same
to the competent entity in the Emirate for final approval;
4.
issue
the financial, administrative, technical, and procurement bylaws of the Company
and manage its assets;
5.
approve
the organisational structure of the Company;
6.
divide,
assign, transfer, amalgamate, merge, sell, and mortgage or pledge any of the
property and assets of the Company, or of the companies owned by it, or the
property and assets of any of its affiliates or subsidiaries; and assign or
dispose of the same in any legal manner;
7.
authorise
the Company, and the companies owned by it, its affiliates, or its subsidiaries,
to perform any investment, borrowing, or lending transactions; to provide
guarantees and security; or to issue bonds, sukuk, or any other debt instruments,
in accordance with the legislation in force in the Emirate;
8.
acquire
or merge companies and establishments and determine the acquisition value;
9.
form
permanent and temporary committees and work teams, and determine their duties
and powers; and
10.
exercise
any other functions determined by the Articles of Association, as required to
enable the Company to achieve its objectives.
b.
Except for the powers
vested in it under sub-paragraphs (a)(4), (a)(6), (a)(7), and (a)(8) of this
Article, the Board of Directors may delegate any of its powers under paragraph
(a) of this Article or under the Articles of Association to its chairman, to
any of its members, to any committees it forms, or to the CEO, provided that
such delegation is specific and in writing.
a.
As of the effective date
of this Law, all employees of Empower will be transferred to the Company
without prejudice to their existing rights. These employees will be governed by
the relevant bylaws in force at Empower until the regulations referred to in
paragraph (c) of this Article are issued.
b.
Upon their transfer to the
Company, the period of service of the UAE National Employees of Empower
preceding the effective date of this Law will be deemed uninterrupted and will
form part of their service with the Company. The Company will be deemed as a
Government sector Employer for the purpose of calculating the retirement
pension benefits or end-of-service gratuity of these Employees in accordance
with the above-mentioned Federal Law No. (7) of 1999.
c.
Subject to the legislation
in force in the Emirate, the employees of the Company will be governed by the
human resource regulations adopted by the Board of Directors.
The financial
resources of the Company will consist of:
1.
proceeds from the sale of
central cooling services;
2.
proceeds from fees,
charges, tariffs, and prices collected in return for the services it provides;
3.
returns on the investment
of its property; its profits; and the profits of the companies owned by it,
affiliated to it, or in which it holds shares; and
4.
any other financial
resources approved by the Board of Directors.
A
resolution of the Board of Directors will determine the following:
1.
the tariffs and charges
for the central cooling services offered by the Company, provided that they are
approved by the competent entity in the Emirate; and
2.
the fees and security
deposits to be collected by the Company in return for the services it provides.
The
provisions of the above-mentioned Law No. (12) of 2010 and the resolutions
issued in pursuance thereof will apply to all matters related to the protection
of the Network.
a.
All Government Entities
must, upon request, fully cooperate with the Company to enable it to achieve
its objectives and exercise its functions under this Law, the Articles of
Association, and the legislation in force in the Emirate.
b.
Concerned Government
Entities will, free of charge, secure designated service passageways for the Network
on the roads of the Emirate; and allocate land to the Company for the
construction of central cooling plants, in addition to providing other
facilities and services as necessary or required for enabling the Company to
achieve its objectives. This land will be allocated, and the facilities and
services will be provided, to the Company in accordance with the legislation in
force in the Emirate.
Without
the need for any further action as a result of the change of Empower's legal
form pursuant to this Law, all types and levels of courts, judicial
authorities, and arbitration centres, including the Dubai International
Financial Centre Courts, will continue to consider the claims, applications,
and appeals to which Empower is a party, until these claims, applications, or
appeals are determined by final definitive judgements.
The
Government will not be held liable to third parties for any debts or
obligations arising from the conduct by the Company of its activities.
a.
The above-mentioned Law
No. (10) of 2003 is hereby repealed. Any provision in any other legislation
will also be repealed to the extent that it contradicts the provisions of this
Law.
b.
The legislation applicable
to Empower by the effective date of this Law will remain in force to the extent
that it does not contradict the provisions of this Law, until new superseding
legislation is issued.
This Law
will be published in the Official Gazette and will come into force on the day
on which it is published.
Mohammed bin Rashid Al Maktoum
Ruler of Dubai
Issued in Dubai on 14 October 2022
Corresponding to 18 Rabi al-Awwal
1444 A.H.
©2023 The Supreme
Legislation Committee in the Emirate of Dubai
[1]Every effort
has been made to produce an accurate and complete English version of this
legislation. However, for the purpose of its interpretation and application,
reference must be made to the original Arabic text. In case of conflict, the
Arabic text will prevail.