Decision No. 123/2004/QD-BCN on the conversion of Nam Tobacco Raw Materials Company into Hoa Viet Joint Stock Company

 Pursuant to …;

Regarding the transfer of the Tobacco Raw Materials Company South to the Hòa Việt Joint Stock Company

Mr. Nam becomes the Chairman of the Board of the Hoa Viet Joint Stock Company

THE MINISTER OF INDUSTRY

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

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

Considering the proposal of the Vietnam Tobacco Corporation (Letter No. 38/HĐQT-CV-TC dated October 22, 2004), the plan for the conversion of the Tobacco Raw Materials Company South into a joint stock company, and the appraisal report of the Enterprise Reform and Development Board of the Ministry dated October 11, 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 the Tobacco Raw Materials Company South (a subsidiary under independent accounting of the Vietnam Tobacco Corporation) into a joint stock company, including the following main points:

1. Capital structure:

The charter capital of the joint stock company is 133,000,000,000 VND (One hundred thirty-three billion VND). Of which:

- State shareholding ratio: 51.00%;

- Shareholding ratio sold to employees of the company: 15.82%;

- Preferential shareholding ratio sold to tobacco farmers: 0.50%;

- Shareholding ratio sold through public auction outside the company: 32.68%.

Value of one share: 100,000 VND.

2. The actual value of the Tobacco Raw Materials Company South at the time of December 31, 2003, for the purpose of conversion (Decision No. 2420/QĐ-TCKT dated September 15, 2004, of the Ministry of Industry) is 493,732,966,517 VND. Among this, the actual value of the state's capital portion in the company is 81,863,498,282 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 1,040 employees of the company is 105,190 shares with a preferential value of 3,155,700,000 VND.

4. Preferential treatment for tobacco farmers.

The total number of preferential shares sold to 40 households of tobacco farmers supplying raw materials to the company is 6,592 shares with a preferential value of 197,760,000 VND.

Directs the Vietnam Tobacco Corporation to instruct the Tobacco Raw Materials Company South to organize the sale of shares to tobacco farmers and be responsible before the Ministry of Industry and the law for the number of shares and the preferential purchase value of tobacco farmers.

5. Regarding the costs of conversion, retraining of employees, and surplus labor resolution, the company shall process and report to the Vietnam Tobacco Corporation and relevant state agencies for approval according to current regulations.

Article 2: Transfer the Tobacco Raw Materials Company South to the Hòa Việt Joint Stock Company,

- International trading name: HOAVIET JOINT STOCK COMPANY;

- Abbreviation: HOAVIET.JSC;

- Head office: Long Binh Ward, Bien Hoa City, Dong Nai Province.

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

- Cultivation, procurement, processing, and consumption of tobacco raw materials and other agricultural products;

- Trading and import/export of tobacco raw materials and agricultural supplies;

- Purchase and sale of cigarettes;

- Livestock farming;

- Trading in warehouses, logistics services, and bonded warehouses;

- Real estate trading; tourism and service provision;

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

Article 4: The Hòa Việt Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business; it may use its own seal and open bank accounts according to the law; it organizes and operates according to the Articles of Association of the joint stock company and the Law on Enterprises.

Article 5: The Vietnam Tobacco Corporation is responsible for directing the Tobacco Raw Materials Company South to organize the public auction of shares outside the company (to domestic and foreign investors) through the Mekong Securities Corporation and organizing the first General Meeting of Shareholders of the Hòa Việt Joint Stock Company in accordance with current regulations.

The Director and Chief Accountant of the Tobacco Raw Materials Company South are responsible for managing the company's operations until the full transfer of capital, assets, personnel, and land to the Board of Directors and General Manager of the Hòa Việt 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 General Director of the Vietnam Tobacco Corporation, the Director of the Tobacco Raw Materials Company South, the Chairman of the Board of Directors and General Manager of the Hòa Việt Joint Stock Company are responsible for implementing this Decision./.