Decision No. 104/2004/QD-BCN on the transformation of Tourism and Trading Company into Tourism and Trading Joint Stock Company of Vietnam Coal

Pursuant to …;

Regarding the conversion of Tourism and Trading Company into Vinacomin Tourism and Trading 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 Coal Corporation (Proposal No. 3393/TTr-HĐQT dated September 29, 2004), the plan for the conversion of Tourism and Trading Company into a joint stock company, and the review report of the Enterprise Reform and Development Board of the Ministry dated September 22, 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 Tourism and Trading Company (an independent accounting member enterprise of Vietnam Coal Corporation) including the following main points:

1. Capital structure:

The registered capital of the joint stock company is 10,465,000,000 VND (Ten billion, four hundred sixty-five million VND).

State shareholding ratio: 69.16%;

Shareholding ratio sold to employees within the company: 29.89%;

Shareholding ratio sold outside the company: 0.95%.

Value of one share: 100,000 VND.

2. The actual value of Tourism and Trading Company at the valuation date of December 31, 2003 for the purpose of conversion into a joint stock company (Decision No. 2107/QĐ-TCKT dated August 13, 2004 of the Ministry of Industry) is 44,158,328,217 VND. Among this, the actual value of the state capital portion in the company is 8,614,820,498 VND.

3. Benefits for employees within the company.

The total number of preferential shares sold to 260 employees within the company is 28,970 shares with a preferential value of 869,100,000 VND.

4. Regarding the costs of conversion, retraining of employees, and resolution of surplus labor, Tourism and Trading Company shall handle the procedures and report to Vietnam Coal Corporation and relevant state authorities for approval according to current regulations.

Article 2. Convert Tourism and Trading Company into Vinacomin Tourism and Trading Joint Stock Company,

International trade name: VINA COAL TOURISM AND TRADING JOINT STOCK COMPANY, abbreviated as: VTTC;

Main office address: No. 226 Le Duan Street, Dong Da District, Hanoi City.

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

Domestic and international travel agency services;

Hotel, catering, apartment rental, tour transportation, and tourism service operations;

Entry and exit services, labor export, expert dispatch, and foreign student education services;

Trading, consignment import and export, and direct import and export of materials, goods, machinery, and equipment for tourism, production, and daily life;

Coal processing and trading;

Production, processing, assembly of production and consumer equipment;

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

Article 4. Vinacomin Tourism and Trading Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operation, may use its own seal, open bank accounts according to the law, organize and operate according to the Articles of Association of the joint stock company and the Law on Enterprises.

Article 5. Vietnam Coal Corporation is responsible for directing Tourism and Trading Company to organize the sale of shares and convene the first General Meeting of Shareholders of the joint stock company in accordance with current regulations.

The Director and Chief Accountant of Tourism and Trading Company are responsible for managing the company's operations until the transfer of all capital, assets, personnel, and land to the Board of Directors and General Manager of the 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 General Director of Vietnam Coal Corporation, the Director of Tourism and Trading Company, the Chairman of the Board of Directors and General Manager of Vinacomin Tourism and Trading Joint Stock Company are responsible for implementing this Decision./.