Decision No. 147/2004/QĐ-BCN on transferring the Saigon Beer - Can Tho Brewery to the Saigon Beer - Can Tho Joint Stock Company

Pursuant to …;

Regarding the transfer of Saigon Beer - Can Tho Brewery to Saigon Beer - Can Tho Joint Stock Company

Considering the proposal of Saigon Beer - Wine - Beverage Corporation (Document No. 107/2004/CV-HĐQT dated November 22, 2004), the privatization plan for Saigon Beer - Can Tho Brewery, and the appraisal report of the Enterprise Reform and Development Board on November 19, 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 privatization plan for Saigon Beer - Can Tho Brewery (a subsidiary of Saigon Beer - Wine - Beverage Corporation) including the following main points:

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

DECISION:

Article 1. State share: 51.00%;

1. Capital structure:

The charter capital of the joint stock company is 90,000,000,000 VND (ninety billion VND). Among which:

Share sold to employees of the brewery: 4.00%;

Share sold outside the enterprise: 45.00%.

2. The actual value of Saigon Beer - Can Tho Brewery at the valuation date of June 30, 2004 for privatization (Decision No. 2870/QĐ-TCKT dated November 1, 2004 of the Ministry of Industry) is 167,719,999,304 Vietnamese dong. Of this, the actual value of the state capital in the brewery is 105,557,633,700 Vietnamese dong.

Value of one share: 100,000 VND.

The total number of preferential shares sold to 118 employees of the brewery is 6,245 shares with a preferential value of 187,350,000 Vietnamese dong.

3. Employee benefits.

4. Regarding the privatization costs, retraining of employees, and surplus labor resolution, the brewery shall process and report to Saigon Beer - Wine - Beverage Corporation and relevant state agencies for approval according to current regulations.

Transfer Saigon Beer - Can Tho Brewery to Saigon Beer - Can Tho Joint Stock Company,

Article 2. International trade name: SAIGON - CANTHO BEER JOINT STOCK COMPANY, abbreviated name: SACABECO;

Main office: Trà Nóc Industrial Zone, Trà Nóc Ward, Bình Thuỷ District, Cần Thơ City.

Production and trading of beer, alcohol, and beverages;

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

Trading and processing agricultural products for production of beer, alcohol, and beverages, and export;

Trading other industries in accordance with the law.

Saigon Beer - Can Tho 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 Articles of Association of the joint stock company and the Law on Enterprises.

Article 4. Saigon Beer - Can Tho Joint Stock Company is a subsidiary of Saigon Beer - Wine - Beverage Corporation, organized and operating under the parent company - subsidiary model.

Saigon Beer - Wine - Beverage Corporation is responsible for directing Saigon Beer - Can Tho Brewery to sell shares and organize the first shareholders' meeting of the joint stock company in accordance with current regulations.

Article 5. The General Director and Chief Accountant of Saigon Beer - Wine - Beverage Corporation are responsible for managing the operations of the brewery until the entire capital, assets, workforce, and land are transferred to the Board of Directors and General Manager of the joint stock company.

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, and the General Director of Saigon Beer - Wine - Beverage Corporation, the Director of Saigon Beer - Can Tho Brewery, and the Chairman of the Board of Directors and General Manager of Saigon Beer - Can Tho Joint Stock Company are responsible for implementing this Decision./.

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 Directorates under the Ministry, the Chairman of the Board of Directors, and the General Director of Saigon Beer - Wine - Beverage Corporation, the Director of Saigon Beer Corporation - Can Tho, and the Chairman of the Board of Directors and the Director of Saigon Beer Corporation Joint Stock Company - Can Tho are responsible for implementing this Decision./.