Decision No. 08/2000/QĐ-BCN on the transfer of the Hanoi Industrial and Civil Construction Enterprise under the Domestic Coal Company to Dong Anh Installation Joint Stock Company

Pursuant to …;

Regarding the transfer of the Hanoi Industrial and Civil Construction Enterprise to Dong Anh Installation Joint Stock Company under the Domestic Coal Company

Pursuant to Decree No. 44/1998/NĐ-CP dated June 29, 1998 of the Government on the conversion of state-owned enterprises into joint stock companies;

THE MINISTER OF INDUSTRY

Pursuant to the Government Decree No. 74/CP dated November 1, 1995 on the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to the Minutes of the Management Reform Board of the Ministry of Industry dated February 22, 2000 approving the plan for the conversion of the Hanoi Industrial and Civil Construction Enterprise under the Domestic Coal Company into Dong Anh Installation Joint Stock Company;

Considering the proposal of the Board of Directors of Vietnam Coal Corporation (Document No. 180/TT-HĐQT dated January 19, 2000);

Approves the plan for the conversion of the Hanoi Industrial and Civil Construction Enterprise (a subsidiary of the Domestic Coal Company - an independent member of Vietnam Coal Corporation), including:

At the proposal of the Enterprise Management Reform Board of the Ministry of Industry and the Director of the Personnel and Organization Department,

Pursuant to …;

Article 1. 1. Capital Structure:

The charter capital of the joint stock company is VND 1,800,000,000 (one billion eight hundred million dong). Of which:

+ State controlling shareholding ratio: 30% of the charter capital;

+ Shareholding ratio sold to employees of the enterprise: 40% of the charter capital;

+ Shareholding ratio sold to entities outside the enterprise: 30% of the charter capital.

Value of one share: VND 100,000.

2. Value of the Hanoi Industrial and Civil Construction Enterprise (Decision No. 29/QĐ/BTC dated January 15, 2000 of the Minister of Finance approving the value of the Hanoi Industrial and Civil Construction Enterprise at 00:00 on October 1, 1999 for the purpose of conversion):

Actual value of the enterprise: VND 7,881,737,503. Of which:

Actual value of the state capital portion in the enterprise: VND 1,007,371,733.

3. Benefits for employees of the enterprise:

The total number of shares sold preferentially to employees of the enterprise is 6,715; the total preferential value is VND 201,450,000. Of which:

The total number of shares sold at preferential prices to poor employees of the enterprise to be paid gradually is 1,343 shares, valued at VND 94,010,000.

4. Approval of the proposal of Vietnam Coal Corporation to allow the use of part of the proceeds from the sale of shares belonging to the state capital of the Hanoi Industrial and Civil Construction Enterprise for privatization costs, retraining workers, and resolving surplus labor. The Domestic Coal Company and the Hanoi Industrial and Civil Construction Enterprise shall follow the prescribed procedures, report to Vietnam Coal Corporation for consideration and resolution according to the regulations of the state.

Transfer the Hanoi Industrial and Civil Construction Enterprise (a subsidiary of the Domestic Coal Company - a member of Vietnam Coal Corporation) into Dong Anh Installation Joint Stock Company from March 1, 2000.

Article 2. - Name in Vietnamese: Dong Anh Installation Joint Stock Company,

- International trade name: DONGANH CONSTRUCTION STOCK COMPANY, abbreviated as: DOANCO.

- Head office located at Block 3B, Dong Anh Town, Hanoi City.

Dong Anh Installation Joint Stock Company operates in the following industries:

Article 3. - Installation of industrial and civil works;

- Production of construction materials and provision of services;

Dong Anh Installation Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, implements independent economic accounting, uses its own seal, opens accounts at banks in accordance with the law, and operates according to the Articles of Association of the joint stock company and the Law on Enterprises.

- Other businesses as prescribed by law.

Article 4. Vietnam Coal Corporation directs the Domestic Coal Company and the Hanoi Industrial and Civil Construction Enterprise to organize the first General Meeting of Shareholders (election of the Board of Directors, Supervisory Board, approval of the Articles of Association of the joint stock company).

Article 5. The Director and Chief Accountant of the Domestic Coal Company and the Hanoi Industrial and Civil Construction Enterprise are responsible for managing operations until the entire Hanoi Industrial and Civil Construction Enterprise is handed over to the Board of Directors and General Manager of Dong Anh Installation Joint Stock Company.

The Secretary-General of the Ministry, the Inspector-General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Chairman of the Board of Directors, the General Director of Vietnam Coal Corporation, the Director of the Domestic Coal Company, and the Director of the Hanoi Industrial and Civil Construction Enterprise are responsible for implementing this Decision.

Article 6. This Decision takes effect from the date of signing. Decisions contrary to this Decision are abolished.

- As per Article 6,