Decision No. 129/2004/QĐ-BCN on transferring the Uong Bi Mechanical Plant under the Van Danh Coal Company to the Uong Bi Mechanical Joint Stock Company

Pursuant to …;

Regarding the transfer of the Uong Bi Mechanical and Electrical Plant under the Van Danh Coal Company into the Uong Bi Mechanical and Electrical Joint Stock Company

Considering the proposal of Vietnam National Coal Corporation (Proposal No. 3751/TTr-HĐQT dated October 27, 2004), the plan for the shareholding reform of the Uong Bi Mechanical and Electrical Plant under the Van Danh Coal Company and the Minutes of the Appraisal of the Plan by the Board of Enterprise Reform and Development on November 5, 2004;

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;

Approves the plan for the shareholding reform of the Uong Bi Mechanical and Electrical Plant under the Van Danh Coal Company (an independent accounting member enterprise of Vietnam National Coal Corporation) including the following main points: The charter capital of the joint stock company is 6,800,000,000 VND (Six billion eight hundred million VND). Of which:

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

DECISION:

Article 1. - State shareholding ratio: 35.40%;

1. Capital structure:

- Shareholding ratio sold to employees of the plant: 64.60%.

2. The actual value of the Uong Bi Mechanical and Electrical Plant at the time of July 1, 2004 for shareholding reform (Decision No. 2408/QĐ-TCKT dated September 14, 2004 of the Ministry of Industry) is 16,919,971,439 VND. Of which, the actual value of the state capital portion in the plant is 5,254,800,296 VND.

The total number of preferential shares sold to 233 employees of the plant is 43,950 shares with a preferential value of 1,318,500,000 VND.

Value of one share: 100,000 VND.

4. Regarding the costs of shareholding reform, retraining, and resolving surplus labor of the plant, the Van Danh Coal Company shall handle the procedures, report to Vietnam National Coal Corporation and relevant state agencies for approval according to current regulations.

3. Employee benefits.

Transfer the Uong Bi Mechanical and Electrical Plant under the Van Danh Coal Company into the Uong Bi Mechanical and Electrical Joint Stock Company,

UONG BI ELECTRIC MECHANICAL JOINT STOCK COMPANY

Article 2. UEMC

- International trade name: - Head office: Bac Son Ward, Uong Bi City, Quang Ninh Province.;

- Abbreviation:- Repairing mining equipment, explosive-proof equipment, specialized equipment, electrical equipment;;

- Manufacturing mining equipment, explosive equipment, electromechanical equipment, and other mechanical products; manufacturing railway carriages up to 30 tons;

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

- Consulting and designing mechanical and electromechanical products;

- Importing and exporting materials, equipment, spare parts, goods serving production and business activities of the company;

The Uong Bi Mechanical and Electrical 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 Enterprise Law.

Assign Vietnam National Coal Corporation to direct the Van Danh Coal Company to carry out the sale of shares and organize the first General Meeting of Shareholders of the Uong Bi Mechanical and Electrical Joint Stock Company in accordance with current regulations.

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

Article 4. The Director and Chief Accountant of the Van Danh Coal Company are responsible for managing the operations of the plant until the entire capital, assets, labor, and land are transferred to the Board of Directors and General Manager of the joint stock company.

Article 5. The Head of the Office of the Ministry, 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 National Coal Corporation, the Director of the Van Danh Coal Company, and the Chairman of the Board of Directors and the General Manager of the Uong Bi Mechanical and Electrical Joint Stock Company are responsible for implementing this Decision./.

The General Director and Chief Accountant of the Van Danh Coal Company are responsible for managing the operations of the Plant until the entire capital, assets, labor, and land are transferred to the Board of Directors and General Director of the Van Danh Coal 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 Directors of Bureaus under the Ministry, the Chairman of the Board of Directors, and the General Director of the Vietnam Coal Corporation, the General Director of the Van Danh Coal Company, and the Chairman of the Board of Directors and the General Director of the Uong Bi Mechanical and Electrical Joint Stock Company are responsible for implementing this Decision./.