Decision No. 101/2004/QĐ-BCN On the conversion of Dong Nai Paper Company into Dong Nai Paper Joint Stock Company

Pursuant to …;

Regarding the conversion of Dong Nai Paper Company into Dong Nai Paper 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 Paper Joint Stock Corporation (Document No. 1227/CV-HĐQT dated September 7, 2004), the plan for the conversion of Dong Nai Paper Company into a joint stock company, and the appraisal report of the Enterprise Reform and Development Board on September 17, 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 conversion of Dong Nai Paper Company (an independent accounting member enterprise of Vietnam Paper Joint Stock Corporation) including the following main points:

1. Capital structure:

The charter capital of the joint stock company is 23,000,000,000 VND (Twenty-three billion VND). Among which:

- Shareholding ratio sold outside the company: 10.04%.

- The proportion of shares sold to employees within the company: 49.00%.

The value of one share: 100,000 VND.

2. The actual value of Dong Nai Paper Company at the time of December 31, 2003 for the purpose of conversion (Decision No. 1889/QĐ-TCKT dated July 19, 2004 of the Ministry of Industry) is 218,106,580,252 VND. Among this, the actual value of the State's capital portion in the company is 23,132,752,441 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 819 employees of the company is 112,700 shares with a preferential value of 3,381,000,000 VND.

4. Regarding the costs of conversion, retraining of employees, and resolution of surplus labor, the company shall process the necessary procedures, report to Vietnam Paper Joint Stock Corporation, and seek approval from relevant state authorities according to current regulations.

Article 2. Convert Dong Nai Paper Company into Dong Nai Paper Joint Stock Company,

- International trade name: DONG NAI PAPER JOINT STOCK COMPANY;

- Abbreviation: COGIDO;

- Head office: Bien Hoa 1 Industrial Zone, Bien Hoa City, Dong Nai Province.

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

- Production and trading of chemicals, pulp, and various types of paper;

- Processing and manufacturing products made from paper;

- Processing, printing various types of notebooks, books, magazines, packaging, labels;

- Processing, repairing, assembling electromechanical equipment;

- Trading in warehouses;

- Direct import and export trading;

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

Article 4. Dong Nai Paper Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, independently accounting for economic activities, using its own seal, opening bank accounts in accordance with the law, operating according to the Articles of Association of the joint stock company and the Law on Enterprises.

Article 5. Vietnam Paper Joint Stock Corporation is responsible for directing Dong Nai Paper Company to organize the sale of shares and to organize the first General Meeting of Shareholders of Dong Nai Paper Joint Stock Company in accordance with current regulations.

The Director and Chief Accountant of Dong Nai Paper 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 Dong Nai Paper Joint Stock Company.

Article 6. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

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 Paper Joint Stock Corporation, the Director of Dong Nai Paper Company, and the Chairman of the Board of Directors and General Manager of Dong Nai Paper Joint Stock Company are responsible for implementing this Decision.