Decision No. 138/2004/QD-BCN on the transformation of the Industrial Minerals and Mining Machinery Company into the Mineral and Mechanical Joint Stock Company.

Pursuant to …;

Regarding the transformation of the Industrial Minerals and Mining Machinery Company

into the Mineral and 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. 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 Minerals Corporation (Document No. 1131/CV-TCLĐ dated November 5, 2004), the Shareholding Scheme for the Industrial Minerals and Mining Machinery Company, and the Appraisal Report on the Scheme by the Enterprise Reform and Development Board on November 10, 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 Shareholding Scheme for the Industrial Minerals and Mining Machinery Company (a subsidiary under independent accounting of Vietnam Minerals Corporation) comprising the following main points:

1. Capital structure:

The charter capital of the Joint Stock Company is 3,200,000,000 VND (Three billion two hundred million VND). Of which:

- State shareholding ratio: 28.00%;

- Shareholding ratio sold to employees of the Company: 72.00%.

Value of one share: 100,000 VND.

2. The actual value of the Industrial Minerals and Mining Machinery Company at the time of December 31, 2002 for shareholding purposes (Decision No. 2488/QĐ-TCKT dated September 22, 2004 of the Ministry of Industry) is 6,311,104,899 VND. Among this, the actual value of the state capital in the Company is 1,317,621,747 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 152 employees of the Company is 23,055 shares with a preferential value of 691,650,000 VND. Among this, 2,545 preferential shares were sold on credit to 16 poor employees, valued at 178,150,000 VND.

4. Regarding the costs of shareholding, retraining of employees, and surplus labor resolution, the Company shall process the necessary procedures, report to Vietnam Minerals Corporation, and seek approval from relevant state authorities according to current regulations.

Article 2. Transforming the Industrial Minerals and Mining Machinery Company into the Mineral and Mechanical Joint Stock Company,

- International trade name: MINERAL AND MECHANICAL JOINT STOCK COMPANY;

- Abbreviation:MIMECO; 

- Head office: No. 2 Dang Thai Thanh Street, Hoan Kiem District, Hanoi City.

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

- Exploration, mining, processing, and trading of minerals;

- Production and trading of mechanical products;

- Commercial services, import and export;

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

Article 4. The Mineral and Mechanical Joint Stock Company is a legal entity under Vietnamese law from the date of business registration; it may use its own seal and open bank accounts in accordance with the law; organize and operate in accordance with the Company's Articles of Association and the Law on Enterprises.

Article 5. Vietnam Minerals Corporation is responsible for directing the Industrial Minerals and Mining Machinery Company to organize the sale of shares and convene the first General Meeting of Shareholders of the Joint Stock Company in accordance with current regulations.

The Director and Chief Accountant of the Industrial Minerals and Mining Machinery Company are responsible for managing the operations of the Company until the transfer of all capital, assets, employees, 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 Minerals Corporation, the Director of the Industrial Minerals and Mining Machinery Company, and the Chairman of the Board of Directors and the General Director of the Mineral and Mechanical Joint Stock Company are responsible for implementing this Decision./.