Decision No. 1802/2003/QD-BTM Regarding the Conversion of Haiphong Equipment and Spare Parts Company into Haiphong Equipment and Spare Parts Joint Stock Company

DECISION OF THE MINISTER OF TRADE

Regarding the transformation of Haiphong Equipment and Spare Parts Company intoHaiphong Equipment and Spare Parts Joint Stock Company

THE MINISTER OF TRADE

Pursuant to the Government Decree number 95/CP dated 04/12/1993 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Trade; number 64/2002/NĐ-CP dated

căn cứ Nghị địnhof the Government on the transformation of state-owned enterprises into joint stock companies; 19/6/2002 the proposal of Haiphong Equipment and Spare Parts Company (Report No. 122/TBPT dated December 10, 2003) and the assessment opinion on the plan to transform Haiphong Equipment and Spare Parts Company into a joint stock company by the Department of Enterprise Reform and Development under the Ministry; Pursuant to

CONSIDERING the proposal of the Director of the Personnel Organization Department,

Approves the plan to transform Haiphong Equipment and Spare Parts Company into a joint stock company: 1. Form of transformation: Selling part of the State's existing shares in the enterprise to convert it into a joint stock company.

DECISION:

Article 1. 2. Registered capital

The registered capital of the joint stock company: 12,000,000,000 VND (twelve billion Vietnamese dong).

State: 20% of the registered capital

Employees of the enterprise: 68% of the registered capital

Outside the enterprise: 12% of the registered capital

3. The value of the state-owned enterprise at the time of determining the enterprise's value according to the Decision of the Ministry of Trade No. 1252/2003/QĐ-BTM dated October 6, 2003.

Actual value of the enterprise: 48,368,719,416 VND (forty-eight billion, three hundred sixty-eight million, seven hundred nineteen thousand four hundred sixteen dong).

Of which, the State's share in the enterprise is: 11,196,884,832 VND (eleven billion, one hundred ninety-six million, eight hundred thirty-four thousand eight hundred thirty-two dong).

4. Preference for employees of the enterprise: 40,195 preferential-value shares worth 1,205,850,000 VND (one billion, two hundred five million, eight hundred fifty thousand dong). The value of shares sold to poor employees in the enterprise to be paid gradually: 8,057 shares worth 563,990,000 VND (five hundred sixty-three million, nine hundred ninety thousand dong).

5. After the transformation, the enterprise shall use the proceeds from the sale of shares as follows:

Training and retraining costs, and actual transformation costs shall be implemented in accordance with Decree No. 64/2002/NĐ-CP dated June 19, 2002 of the Government and guiding Circulars of the Ministry of Finance No. 76/2002/TT-BTC. The remaining amount shall be transferred to the national treasury in accordance with the provisions of the State.

Transform Haiphong Equipment and Spare Parts Company into a joint stock company:

a) Name

Full name in Vietnamese: Haiphong Equipment and Spare Parts Joint Stock Company.

Article 2. English name: Haiphong Machinary Spare parts Joint-Stock Company.

Trading name: Haiphong Machinco

b) Business address: 5A Vo Thi Sau Street, Ngo Quyen District - Hai Phong City

Haiphong Equipment and Spare Parts Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, implementing independent economic accounting, using its own seal, opening bank accounts in accordance with the law, operating in accordance with the Articles of Association of the joint stock company and the Law on Enterprises.

The above joint stock company has the following business tasks:

Import and export trade and domestic production: Various types of materials, equipment, spare parts, transportation means, loading and unloading equipment. Agricultural products, seafood, forest products for processing, foodstuffs, handicrafts, chemicals, metals, electrical appliances, fertilizers, construction materials, motorcycles, minerals. Services: Transportation, vehicle and machinery repair, technical consulting, warehouse and office space leasing, tourism and hotel services, leasing various types of construction machinery and equipment.

Article 3. The General Director of Haiphong Equipment and Spare Parts Company is responsible for organizing the first public offering of shares in accordance with the State's regulations, organizing the Shareholders' Meeting of the joint stock company, and transferring funds, assets, labor, and related documents to the Board of Directors of the joint stock company in accordance with current State regulations.

Article 4. This Decision takes effect fifteen days after its publication in the Official Gazette. Any previous documents that conflict with this Decision are hereby abolished.

The Heads of the Ministry's Office, the Director of the Personnel Organization Department, the Heads of relevant units under the Ministry, and the General Director of Haiphong Equipment and Spare Parts Company are responsible for implementing this Decision./.

Article 5. The Director of Haiphong Equipment and Spare Parts Company shall be responsible for organizing the initial public offering in accordance with the relevant State regulations, organizing the shareholders' meeting of the joint-stock company, and transferring capital, assets, labor, and related documents to the Board of Directors of the joint-stock company in compliance with current State regulations.

Article 6. This Decision takes effect fifteen days after its publication in the Official Gazette. All previous documents that conflict with this Decision are hereby abolished.

Article 7. The Heads of the Ministry's Office, the Department of Organization and Cadres, the heads of units under the Ministry that are related, and the Director of Haiphong Equipment and Spare Parts Company are responsible for implementing this Decision./.