Decision No. 128/2004/QĐ-BCN On the transformation of Cẩm Phả Coal Processing and Trading Company into Cẩm Phả Coal Processing and Trading Joint Stock Company

Pursuant to …;

Regarding the transformation of Cam Pha Coal Processing and Trading Company

into Cam Pha Coal Processing 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. 3752/TTr-HĐQT dated October 27, 2004), the plan for the conversion of Cam Pha Coal Processing and Trading Company into a joint stock company, and the verification report of the Enterprise Reform and Development Committee of the Ministry dated November 5, 2004;

At the proposal of the Enterprise Reform and Development Board and the Director of the Personnel and Organization Department,

DECISION:

Article 1. Approving the plan for the conversion of Cam Pha Coal Processing and Trading Company (a subsidiary of Vietnam Coal Corporation) into a joint stock company, which includes the following main points:

1. Capital structure:

The charter capital of the joint stock company is 8,378,000,000 VND (Eight billion three hundred seventy-eight million VND). Of which:

- State shareholding ratio: 62.65%;

- Shareholding ratio sold to employees within the company: 36.17%;

- Shareholding ratio sold outside the company: 1.18%.

Value of one share: 100,000 VND.

2. The actual value of Cam Pha Coal Processing and Trading Company at the time of July 1, 2004 for the purpose of conversion into a joint stock company (Decision No. 2407/QD-TCKT dated September 14, 2004 of the Ministry of Industry) is 14,655,396,892 VND. Of which, the actual value of the state capital in the company is 8,110,117,038 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 212 employees within the company is 27,990 shares with a preferential value of 839,700,000 VND.

4. Regarding the costs of converting into a joint stock company, retraining employees, and resolving surplus labor, the company shall proceed with the necessary procedures and report to Vietnam Coal Corporation and relevant state authorities for approval according to current regulations.

Article 2. Transforming Cam Pha Coal Processing and Trading Company into Cam Pha Coal Processing and Trading Joint Stock Company,

- International trade name: CAMPHA COAL PROCESSING TRADING JOINT STOCK COMPANY;

2. Certificate of establishment or decision on establishment of the organization (No...issued by the ministry, department, local government of...on...); CPT;

- Main office: No. 170 Tran Phu Street, Cam Tay Ward, Cam Pha City, Quang Ninh Province.

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

- Processing and trading of coal;

- Management, exploitation, and trading of ports, wharfs, and storage areas;

- Loading and unloading services; maritime, river, and road transportation;

- Trading of mining materials and equipment; general merchandise trading;

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

Article 4. Cam Pha Coal Processing and Trading 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 in accordance with the law; organize and operate in accordance with the Articles of Association of the joint stock company and the Law on Enterprises.

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

The General Director and Chief Accountant of Vietnam Coal Corporation are responsible for managing the operations of the company until the transfer of all capital, assets, labor, 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, the General Director of Vietnam Coal Corporation, the Director of Cam Pha Coal Processing and Trading Company, and the Chairman of the Board of Directors and General Director of Cam Pha Coal Processing and Trading Joint Stock Company are responsible for implementing this Decision./.