Decision No. 14/2002/QD-BCN On the conversion of the Kaolin Extraction and Processing Enterprise into the Hai Duong Kaolin Joint Stock Company

DECISION

Regarding the conversion of the Kaolin Exploitation and Processing Enterprise

into Ha Dong Kaolin Joint Stock Company 

THE MINISTER OF INDUSTRY

Pursuant to the Government Decree No. 74/CP dated November 1, 1995 on the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to Decree No. 44/1998/NĐ-CP dated June 29, 1999 of the Government on the transformation of state-owned enterprises into joint stock companies;

Considering the proposal of the Vietnam Ceramic and Glass Industry Corporation (Proposal No. 48/TTr-HĐQT dated March 15, 2002), the plan to convert the Kaolin Exploitation and Processing Enterprise into the Ha Dong Kaolin Joint Stock Company, and the Minutes of the Evaluation Meeting on the Plan dated March 22, 2002 by the Ministry of Industry's Enterprise Reform and Development Board;

At the proposal of the Ministry of Industry's Enterprise Reform and Development Board and the Director of the Organizational and Cadre Affairs Department,

DECISION:

Article 1. Approves the plan for the conversion of the Kaolin Exploitation and Processing Enterprise, an independent accounting unit under the Vietnam Ceramic and Glass Industry Corporation, with the following main points:

1. Registered capital structure.

The charter capital of the joint stock company is: VND 2,200,000,000 (two billion two hundred million dong). Of which:

- State share: 20%;

- Share sold to employees of the enterprise: 50%;

- Share sold to entities outside the enterprise: 30%.

Value of one share: 100,000 VND.

2. The actual value of the Kaolin Exploitation and Processing Enterprise (Decision No. 2882/QĐ-TCKT dated December 7, 2001 of the Minister of Industry on determining the value of the Kaolin Exploitation and Processing Enterprise) at the time of April 1, 2001 for the purpose of converting to a joint stock company is: VND 2,922,778,411. Of which, the actual value of the state capital in the enterprise is: VND 2,221,913,003.

4. Regarding the privatization costs, retraining of employees, and surplus labor resolution of the enterprise, An Lac Shoe Company will handle the procedures, report to the Ministry of Industry and relevant state authorities for approval according to current regulations.

The total number of preferential shares sold to 100 employees of the enterprise is 14,767 shares with a preferential value of VND 443,010,000. Among them, the number of preferential shares sold on credit to 20 poor employees is 2,812 shares worth VND 196,840,000.

4. Approves the proposal of the Vietnam Ceramic and Glass Industry Corporation, allowing the use of part of the proceeds from selling state-owned shares currently held by the Kaolin Exploitation and Processing Enterprise for the costs of converting to a joint stock company and retraining employees. The Kaolin Exploitation and Processing Enterprise shall follow the prescribed procedures, report to the Vietnam Ceramic and Glass Industry Corporation for review, submit to the Ministry of Industry for approval, and be responsible for managing and using according to the prescribed regulations.

Article 2. Converting the Kaolin Exploitation and Processing Enterprise into the Ha Dong Kaolin Joint Stock Company,

- Name in Vietnamese: Ha Dong Kaolin Joint Stock Company;

- International trade name: HAIDUONG CAOLIN STOCK COMPANY, abbreviated as: HKC;

- Head office located at: Minh Tan Commune, Kinh Mon District, Hai Duong Province.

Article 3. The Ha Dong Kaolin Joint Stock Company engages in the following business activities (at the time of conversion to a joint stock company):

- Kaolin exploitation and processing;

- Production and trading of other industries as stipulated by law.

Article 4. The Ha Dong Kaolin Joint Stock Company is a legal entity under Vietnamese law from the date of registration, operates independently, uses its own seal, opens accounts at banks as prescribed by law, and operates according to the Company Charter and the Law on Enterprises.

Article 5. The Vietnam Ceramic and Glass Industry Corporation is responsible for directing the Kaolin Exploitation and Processing Enterprise to organize the Founding Shareholders' Meeting to establish the Ha Dong Kaolin Joint Stock Company.

The Director and Chief Accountant of the Kaolin Exploitation and Processing Enterprise are responsible for managing the operations of the enterprise until the handover to the Board of Directors and General Manager of the Ha Dong Kaolin Joint Stock Company.

Article 6. This Decision takes effect fifteen days from the date of signature. Abolish previous Decisions that conflict with this Decision.

The Head of the Ministry's Office, the Inspector General, the Heads of Departments and Bureaus under the Ministry, the Chairman of the Board of Directors and General Director of the Vietnam Ceramic and Glass Industry Corporation, the Director of the Kaolin Exploitation and Processing Enterprise, and the Chairman of the Board of Directors and General Manager of the Ha Dong Kaolin Joint Stock Company are responsible for implementing this Decision./.