Decision No. 1862/QD-TTg on approving the Plan to transform the Saigon Beer - Alcohol - Beverage Corporation into the Saigon Beer - Alcohol - Beverage Joint Stock Corporation

Pursuant to …;

Regarding the approval of the Plan and the conversion of Saigon Beer-Alcohol and Beverage Corporation into Saigon Beer-Alcohol and Beverage Joint Stock Corporation

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PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Law on State-Owned Enterprises dated November 26, 2003;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 109/2007/ND-CP dated June 26, 2007 of the Government on the conversion of state-owned enterprises with 100% state capital into joint stock companies;

Considering the proposal of the Minister of Industry and Trade,

DECISION:

Article 1. Approves the Plan and converts Saigon Beer-Alcohol and Beverage Corporation into Saigon Beer-Alcohol and Beverage Joint Stock Corporation, with the following main contents:

1. Vietnamese name: Saigon Beer-Alcohol and Beverage Joint Stock Corporation.

English name: SaiGon Beer Alcohol and Beverage Joint Stock Corporation.

Abbreviation: SABECO.

2. Head office: No. 6 Hai Ba Trung Street, Ben Nghe Ward, District 1, Ho Chi Minh City.

3. Saigon Beer-Alcohol and Beverage Joint Stock Corporation shall have legal personality from the date it is granted the Business Registration Certificate; implement independent economic accounting; have its own seal; open bank accounts in accordance with the law; organize and operate in accordance with the Charter of Saigon Beer-Alcohol and Beverage Joint Stock Corporation and the Enterprise Law.

4. Saigon Beer-Alcohol and Beverage Joint Stock Corporation shall continue to engage in the industries and businesses that Saigon Beer-Alcohol and Beverage Corporation is currently engaged in and other business activities in accordance with the law.

5. The representative body of the state capital at Saigon Beer-Alcohol and Beverage Joint Stock Corporation temporarily is the Ministry of Industry and Trade.

6. Registered capital and share issuance structure:

a) Registered capital: VND 6,412,811,860,000 (Six trillion four hundred twelve billion eight hundred eleven million eight hundred sixty thousand dong).

b) Initial share issuance: 641,281,186 shares, par value of one share: VND 10,000. Of which:

- State holding: 510,501,286 shares, accounting for 79.61% of registered capital;

- Preferential sale to employees: 2,522,900 shares, accounting for 0.39% of registered capital;

- Public auction sale: 128,257,000 shares, accounting for 20% of registered capital.

7. Starting price for public auction: VND 70,000 per share.

8. Auction location: Ho Chi Minh City Securities Trading Center.

9. Saigon Beer-Alcohol and Beverage Corporation shall simultaneously carry out shareholding and list on the Ho Chi Minh City Securities Trading Center.

10. When purchasing initial shares, the minimum number of shares an investor can purchase is 100 shares and the maximum is 500,000 shares.

11. Employee restructuring plan:

a) Total number of employees listed in the regular employee roster at the time of enterprise valuation for shareholding: 1,599 people.

b) Number of employees transferred to work at Saigon Beer-Alcohol and Beverage Joint Stock Corporation: 1,457 people.

c) Number of employees not transferred to work at Saigon Beer-Alcohol and Beverage Joint Stock Corporation: 142 people. The policies and benefits for these employees will be handled in accordance with current laws.

12. Employee retraining plan: Total number of employees requiring retraining: 11 people.

Article 2. Implementation:

1. The Ministry of Industry and Trade is responsible for directing Saigon Beer-Alcohol and Beverage Corporation to conduct share issuance; settle shareholding costs; settle the amount of money received from shareholding and announce the actual value of state capital at the time Saigon Beer-Alcohol and Beverage Joint Stock Corporation is first granted the Business Registration Certificate; organize the first General Meeting of Shareholders and carry out necessary tasks to convert Saigon Beer-Alcohol and Beverage Corporation into Saigon Beer-Alcohol and Beverage Joint Stock Corporation in accordance with the law.

2. The Board of Directors of Saigon Beer-Alcohol and Beverage Corporation is responsible for managing Saigon Beer-Alcohol and Beverage Corporation until the transfer of all assets, capital, labor, and land to Saigon Beer-Alcohol and Beverage Joint Stock Corporation and shall be responsible for the results of the business operations of Saigon Beer-Alcohol and Beverage Corporation in accordance with the law.

This Decision shall take effect from the date of signature.

The Ministers of Industry and Trade, Finance, Labor - Invalids and Social Affairs, Planning and Investment, Home Affairs, Heads of relevant agencies, the Steering Committee for Enterprise Reform and Development, and the Board of Directors of Saigon Beer - Alcohol - Beverage Joint Stock Corporation are responsible for implementing this Decision./.