Decision No. 145/2000/QĐ-BNN/TCCB Regarding the conversion of Construction and Rural Development Company 3 to Construction and Rural Development Joint Stock Company 3

DECISION OF THE MINISTER

MINISTRY OF AGRICULTURE AND RURAL DEVELOPMENT

Regarding the transformation of the Rural Construction and Development Company

into the Rural Construction and Development Joint Stock Company

THE MINISTER OF AGRICULTURE AND RURAL DEVELOPMENT

Pursuant to Decree No. 73/CP dated November 1, 1995 of the Government on thefunctions, tasks, powers, and organizational structure of the Ministry ofAgriculture and Rural Development;

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

Considering the proposal of the Enterprise Management Reform Board of theMinistry of Agriculture and Rural Development and the Director of the Cadre andCivil Service Department,

DECISION:

Article 1. Approves the plan for the shareholding reform of the Rural Construction andDevelopment Company 3, an independent accounting state-owned enterprise, a memberof the Agricultural Construction and Rural Development Corporation - Ministry ofAgriculture and Rural Development, with the main contents as follows:

1. Form of shareholding reform: Maintain the current value of the State capitalat the Enterprise, issue shares to attract additional capital for thedevelopment of the Enterprise.

2. The actual value of the Enterprise at the time of 00:00 on January 1, 2000 forshareholding reform is: 5,751,340,470 VND (five billion, seven hundred fifty-one million, three hundred forty thousand, four hundred seventy VND).

Of which, the actual value of the State capital at the Enterprise is:1,262,103,863 VND (one billion, two hundred sixty-two million, one hundredthree thousand, eight hundred sixty-three VND).

3. Registered Capital of the Joint Stock Company: 2,000,000,000 VND (two billionVND). The total capital is divided into 20,000 equal shares (each share worth100,000 VND) with the following composition:

State Shareholding Ratio: 39.6% of the Registered Capital (equal to 7,920 shares= 792,000,000 VND);

Shareholding Ratio sold to employees of the Enterprise: 60.4% of the RegisteredCapital (equal to 12,080 shares = 1,208,000,000 VND).

4. Preferential treatment for employees of the Enterprise:

Total number of preferential shares for employees of the Enterprise: 8,240shares. The preferential value is: 247,200,000 VND (two hundred forty-sevenmillion, two hundred thousand VND).

Total number of preferential shares for poor employees of the Enterprise to bepaid gradually: 1,112 shares, the gradual payment value is: 77,840,000 VND(seventy-seven million, eight hundred forty thousand VND).

5. Organization of management of proceeds from selling shares: Implementedaccording to Section V, Part II of Circular No. 104/1998/TT-BTC dated July 18,1998 of the Ministry of Finance guiding financial issues when transformingenterprises into joint stock companies and Item 6, Document No. 3138/TC-TCDNdated August 19, 1998 of the Ministry of Finance regarding guidance onimplementing the shareholding reform of state-owned enterprises.

6. The Ministry assigns the Agricultural Construction and Rural DevelopmentCorporation the responsibility to take the lead in handling legal proceduresregarding headquarters, land, factories, warehouses according to the content ofthe shareholding reform plan of the Rural Construction and Development Company 3.

The resolution of these legal procedures must be clear before the RuralConstruction and Development Company 3 begins selling shares.

The Enterprise may proceed with subsequent procedures in accordance withcurrent regulations of the State to enjoy policies on:

State-owned enterprises undergoing shareholding reform shall enjoy preferentialtreatment under Article 13 of Decree No. 44/1998/NĐ-CP dated June 29, 1998 of theGovernment on the transformation of state-owned enterprises into joint stockcompanies;

Support from the Fund for the Restructuring and Shareholding Reform ofState-Owned Enterprises pursuant to Decision No. 177/1999/QĐ-TTg dated August 30,1999 of the Prime Minister on the organization and operation of the Fund for theRestructuring and Shareholding Reform of State-Owned Enterprises, and DecisionNo. 95/2000/QĐ-BTC dated June 9, 2000 of the Ministry of Finance on the issuanceof the Regulation on the management, collection, and use of the Fund for theRestructuring and Shareholding Reform of State-Owned Enterprises for: Supplementingthe insufficient preferential shares of 10 shares/year of service, training andretraining, and providing assistance to employees who voluntarily resign toreceive one-time social insurance benefits when the Enterprise undergoesownership conversion.Transform the Rural Construction and Development Company 3 into a joint stockcompany with the following characteristics:

Article 2. 1. Full name in Vietnamese:

Rural Construction and Development Joint Stock Company 3

Trading name in English: Construction and Rural Development Joint-StockCompany 3

2. Main office address: Phap Van Commune, Hoang Lieu Ward, Thanh Tri District,Hanoi City. Telephone: 04.8.611216 Fax: 04.8.616524

Construct industrial, civil, transportation, and irrigation works;

3. Business sector:

Interior and exterior decoration;

Construct power transmission lines and substations up to 35KV;

Provide construction consultancy;

Produce metal accessories for construction;

Trade in construction materials and equipment.

1. The Rural Construction and Development Joint Stock Company 3 is a legalentity under Vietnamese law from the date it receives its business registration,implements an independent economic accounting system, has its own seal, and canopen bank accounts in accordance with the law, operates in accordance with theCharter of the Rural Construction and Development Joint Stock Company 3 and theBusiness Law.

Article 3

2. The General Director and Chief Accountant of the Rural Construction andDevelopment Company 3 have the responsibility to manage and operate the companyuntil the entire enterprise is handed over to the Board of Directors andGeneral Director of the Rural Construction and Development Joint Stock Company 3.From the handover date, the decision establishing the Rural Construction andDevelopment Company 3 as a state-owned enterprise ceases to be effective.

The Head of the Office of the Ministry, the Director of the Cadre and CivilService Department, the Enterprise Management Reform Board of the Ministry, theheads of relevant units under the Ministry, the Board of Directors, the GeneralManager, and the Enterprise Management Reform Board at the AgriculturalConstruction and Rural Development Corporation, along with the General Directorand the Enterprise Management Reform Board at the Rural Construction andDevelopment Company 3 are responsible for implementing this decision./.

Article 4. This Decision takes effect from the date of signature.

The Head of the Ministry’s Office, the Department Head of the Cadre and Civil Servant Organization Department, the Enterprise Management Reform Board of the Ministry, the Heads of relevant units under the Ministry, the Board of Directors, General Director, and the Enterprise Management Reform Board at the Agricultural and Rural Development Construction Corporation, and the Directors and the Enterprise Management Reform Board at Agricultural and Rural Development Construction Company No. 3 shall be responsible for implementing this decision./.