Decision No. 07/2004/QD-BCN On the conversion of Haiphong Pump Manufacturing Company into Haiphong Pump Manufacturing Joint Stock Company

                  DECISION OF THE MINISTER OF INDUSTRY

Regarding the conversion of Haiphong Pump Manufacturing Company into Haiphong Pump Manufacturing Joint Stock Company

Haiphong Pump Manufacturing Joint Stock Company

THE MINISTER OF INDUSTRY

Pursuant to Decree No. 55/2003/NĐ-CP dated May 28, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to Decree No. 64/2002/NĐ-CP dated June 19, 2002 of the Government on the conversion of state-owned enterprises into joint-stock companies;

Considering the proposal of Vietnam Machinery and Industrial Equipment Corporation (Proposal No. 1065/TT-HĐQT dated December 30, 2003), the plan for the shareholding reform of Haiphong Pump Manufacturing Company, and the verification report on the plan by the Enterprise Reform and Development Board of the Ministry dated January 9, 2004;

At the proposal of the Enterprise Reform and Development Board and the Director of the Personnel and Organization Department,

DECISION:

Article 1. Approves the plan for the shareholding reform of Haiphong Pump Manufacturing Company (a member enterprise operating independently under Vietnam Machinery and Industrial Equipment Corporation) as follows:

1. Capital structure:

The charter capital of the joint stock company is 17,143,300,000 VND (Seventeen billion, one hundred forty-three million, three hundred thousand VND). Of which:

State shareholding ratio: 51.00%;

Shareholding ratio sold to employees of the company: 49.00%.

Value of one share: 100,000 VND.

2. The actual value of Haiphong Pump Manufacturing Company at the time of December 31, 2002 for shareholding reform (Decision No. 3065/QD-TCKT dated November 14, 2003 of the Ministry of Industry) is 44,595,212,983 VND. Of which, the actual value of state capital in the company is 17,143,302,537 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 537 employees of the company is 84,002 shares with a preferential value of 2,520,060,000 VND. Among them, the number of preferential shares sold on credit to 26 poor employees is 4,285 shares, valued at 299,950,000 VND.

4. Regarding the costs of shareholding reform, retraining of employees, and surplus labor resolution, the company will handle procedures, report to Vietnam Machinery and Industrial Equipment Corporation and relevant state agencies for approval according to current regulations.

Article 2. Convert Haiphong Pump Manufacturing Company into Haiphong Pump Manufacturing Joint Stock Company,

International trade name: Hai Duong Pump Manufacturing Joint Stock Company;

Abbreviation: HPMC;

Head office: No. 37, Ho Chi Minh Street, Hai Duong City, Hai Duong Province.

Article 3. The joint stock company engages in the following business activities:

Production, trading, import and export of various types of pumps, water valves, industrial fans, water turbines, mechanical products;

Trading import and export of materials, machinery, equipment, spare parts serving production and business of the company;

Construction, repair of water supply and drainage systems, pump systems, valve systems, and other products of the company;

Engaging in other businesses in accordance with the provisions of the law.

Article 4. Haiphong Pump Manufacturing Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business, operates independent economic accounting, uses its own seal, opens bank accounts according to the provisions of the law, and operates according to the Articles of Association of the joint stock company and the Law on Enterprises.

Article 5. Haiphong Pump Manufacturing Company and Vietnam Machinery and Industrial Equipment Corporation have the responsibility to work with Japanese Ebara Corporation, complete the procedures for transferring partners from Haiphong Pump Manufacturing Company to Vietnam Machinery and Industrial Equipment Corporation in the Ebara Pump Manufacturing Joint Venture Company.

Vietnam Machinery and Industrial Equipment Corporation has the responsibility to direct Haiphong Pump Manufacturing Company to organize the sale of shares and organize the first General Meeting of Shareholders of the joint stock company in accordance with current regulations.

The Director and Chief Accountant of Haiphong Pump Manufacturing Company are responsible for managing the company's operations until the transfer of all capital, assets, labor, and land to the Board of Directors and General Manager of the joint stock company.

Article 6. This Decision takes effect fifteen days from the date of publication in the Official Gazette.

The Head of the Ministry’s Office, the Inspector General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Chairman of the Board of Directors, and the General Director of Vietnam Machinery and Industrial Equipment Corporation, the Director of Haiphong Pump Manufacturing Company, and the Chairman of the Board of Directors and the General Director of Haiphong Pump Manufacturing Joint Stock Company are responsible for implementing this Decision./.