Decision No. 11/2004/QD-BXD On the Conversion of Survey and Construction Company into a Joint Stock Company with One Member

Pursuant to …;

Regarding the Conversion of Survey and Construction Company into

The Joint Stock Company with a Single Member

THE MINISTER OF CONSTRUCTION

Pursuant to Decree No. 36/2003/NĐ-CP dated April 4, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Construction;

Pursuant to the Enterprise Law promulgated by Decree No. 05-L/CTN dated June 26, 1999 of the President of the Socialist Republic of Vietnam;

Pursuant to Decree No. 63/2001/NĐ-CP dated September 14, 2001 of the Government on the conversion of state-owned enterprises and enterprises of political organizations and political-social organizations into Limited Liability Companies with one member and related guiding documents;

Pursuant to Document No. 2679/VPCP-ĐMDN dated May 21, 2002 of the Government Office regarding the selection of state-owned enterprises as pilot cases for conversion into Limited Liability Companies with one member;

Considering the proposal of the General Director of Survey and Construction Company at Documents No. 600/CTKS-TCLĐ dated June 12, 2003, No. 762/CTKS-TCLĐ dated August 14, 2003; the Head of the Enterprise Reform and Development Board of the Ministry of Construction and the Director of the Cadre and Civil Servant Department.

DECISION:

Article 1. Convert Survey and Construction Company – an independent enterprise under the Ministry of Construction established pursuant to Decision No. 17/BXD-TCLĐ dated January 6, 1996 of the Minister of Construction into a Limited Liability Company with one member named Survey and Construction:

1. The Limited Liability Company with one member named Survey and Construction (hereinafter referred to as the Company) shall be held 100% by the State with independent economic accounting; it shall have legal personality; it shall enjoy civil rights and obligations as prescribed by law; it shall have seals, capital, assets, and bank accounts as prescribed by the State; the organization and operation of the Company shall be carried out in accordance with the Enterprise Law and Decree No. 63/2001/NĐ-CP dated September 14, 2001 of the Government; the Charter of the Company's organization and operation shall be approved by the Minister of Construction;

2. The Company shall have the following names:

- Full name: Limited Liability Company with one member named Survey and Construction;

- Abbreviation in Vietnamese: Survey and Construction Company;

- International trade name: UNION OF SURVEY LIMITED COMPANIES;

- Abbreviation in English: USCo.

3. The main office of the Company shall be located at No. 91 Phung Hung Street – Hoan Kiem District – Hanoi City;

4. At the time of conversion, the Company shall have a transaction account: 710A – 00380 Branch of Industrial and Commercial Bank of Vietnam in Ba Dinh – Hanoi.

Article 2. Objectives and business activities of the Company:

1. The operational objectives of the Company are production and business, with economic efficiency as the primary goal;

2. The main business activities of the Company include:

- Geological survey for construction, hydrogeological survey, exploration of raw materials for construction.

- Topographic survey and mapping, construction survey.

- Testing samples for mechanical, chemical, construction materials, environmental and construction inspection.

- Preparing and managing investment projects for civil, industrial, transportation, water conservancy, technical infrastructure works.

- Designing, preparing total estimates and supervising construction of civil, industrial, transportation, water conservancy, hydropower, technical infrastructure works; designing detailed planning for industrial zones and residential areas.

- Constructing civil, industrial, transportation, water conservancy, technical infrastructure works, water supply works, power transmission lines and substations.

- Investing in and operating housing.

- Processing, repairing equipment, producing and trading specialized survey and construction materials.

The Company may expand its business activities in line with its capacity and legal regulations.

Article 3. The Company's registered capital at the time of conversion is 12,638,217,025 Vietnamese dong.

Article 4. Model and organizational structure: The Company implements management according to the model of Chairman, General Director, and supporting staff. At the time of conversion, the Chairman shall concurrently serve as the General Director.

Article 5. The Limited Liability Company with one member named Survey and Construction shall be responsible for receiving and effectively utilizing the resources assigned by the State; inheriting the rights and obligations concerning capital, assets, receivables, payables, labor, land use rights, and economic contracts signed by the Survey and Construction Company at the time of conversion to develop production and business operations as assigned.

Article 6. The Chairman of the Limited Liability Company with one member named Survey and Construction shall be responsible for organizing the drafting and submitting the Company's Charter for approval by the Minister of Construction; organizing the registration of business and public announcement through mass media as prescribed by the Enterprise Law; simultaneously handling procedures for re-registering ownership of assets with the competent authority issuing the registration.

Article 7. This Decision shall take effect fifteen days from the date of publication in the Official Gazette.

The Head of the Enterprise Reform and Development Board of the Ministry of Construction, the Director of the Cadre and Civil Servant Department, the Heads of units under the Ministry related to this matter, the General Director of Survey and Construction Company, the Chairman and General Director of the Limited Liability Company with one member named Survey and Construction shall be responsible for implementing this Decision.