Decision No. 132/2004/QD-BCN On the conversion of Tran Hung Dao Mechanical Company into Tran Hung Dao Mechanical Joint Stock Company with State Capital Ownership

Pursuant to …;

Regarding the transformation of Tran Hung Dao Mechanical Company into a State-owned Joint Stock Company with a single member

named Tran Hung Dao Mechanical 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. 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 Joint Stock Companies with a single member;

Pursuant to Decision No. 125/QĐ-TTg dated January 28, 2003 of the Prime Minister approving the overall plan for restructuring and modernizing state-owned corporations and state-owned enterprises under the Ministry of Industry for the period 2003-2005;

Considering the proposal of the Vietnam Engine and Agricultural Machinery Corporation (Letters No. 577/MĐL-NN/ĐMDN dated October 6, 2004, No. 610/MĐL-NN/VP dated November 9, 2004) and the file on the transformation of Tran Hung Dao Mechanical Company into a State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company;

At the suggestion of the Director of the Department of Organization and Cadres,

DECISION:

Article 1. The Tran Hung Dao Mechanical Company, an independent accounting member enterprise under the Vietnam Engine and Agricultural Machinery Corporation, shall be transformed into a State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company.

The State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company (referred to as the Company) shall have its own seal, open accounts at banks in accordance with the law, operate in accordance with the Enterprise Law and the Company's Articles of Association approved by the Board of Directors of the Vietnam Engine and Agricultural Machinery Corporation.

- Full name: State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company.

- Abbreviation: Tran Hung Dao Mechanical Company.

- International trade name in English: Tran Hung Dao Mechanical Limited Company.

- Vietnamese abbreviation: THĐ.

- English abbreviation: TMC Co. Ltd.

- Main office address: No. 114, Mai Dac De Street, Hai Ba Trung District, Hanoi City.

- Registered capital of the Company: 90,141,846,000 VND (ninety billion, one hundred forty-one million, eight hundred forty-six thousand VND).

Article 2. Business activities of the Company:

- Production, assembly, and trading of various types of diesel engines, gasoline engines, automobile engine spare parts, tractor parts, agricultural, forestry, and fisheries machinery, household products. Processing, manufacturing, repair, and major overhaul of tractors;

- Agency for buying, selling, and consignment of goods;

- Import and export of equipment, materials, spare parts, machinery;

- Services for renting offices, warehouses, workshops;

- Other businesses as prescribed by law.

Article 3. Organization and operation of the Company:

1. The organizational structure of the Company includes:

a) Chairman of the Company;

b) Director of the Company and supporting staff;

c) Subordinate units of the Company.

2. The organization and operation of the Company are specifically regulated in the Company's Charter on organization and operation.

Article 4. The State body authorized to represent the owner:

Board of Directors of the Machine and Agricultural Machinery Corporation.

Address: No. 2 Trieu Quoc Dat Street, Hoan Kiem District, Hanoi City.

The Board of Directors of the Machine and Agricultural Machinery Corporation is responsible for exercising the rights of the owner according to current laws and the Company's Articles of Association.

Article 5. The State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company shall be responsible for receiving and effectively utilizing the capital and assets transferred by the Board of Directors of the Vietnam Engine and Agricultural Machinery Corporation to fulfill the mission of developing production and business; inheriting all legitimate rights, interests, and obligations regarding capital, assets, labor, and land from the Tran Hung Dao Mechanical Company.

Article 6. The Chairman of the State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company shall be responsible for drafting the Company's Articles of Association to be submitted to the Board of Directors of the Vietnam Engine and Agricultural Machinery Corporation for approval; appointing the General Director, Deputy General Directors, and Chief Accountant of the Company in accordance with the Company's Articles of Association and current laws.

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

The Head of the Office of the Ministry, the Inspector General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Board of Directors and General Manager of the Vietnam Engine and Agricultural Machinery Corporation, the General Director of the Tran Hung Dao Mechanical Company, the Chairman and General Director of the State-owned Joint Stock Company with a single member named Tran Hung Dao Mechanical Joint Stock Company shall be responsible for implementing this Decision.