Decision No. 241/2003/QĐ-BCN On the conversion of the Steel Construction Machinery Company into the Steel Construction Joint Stock Company

DECISION OF THE MINISTER OF INDUSTRY

Regarding the transformation of the Mechanical Construction Steel Structure Company into

The Construction Steel Joint Stock Company

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;

Considering the proposal of the Vietnam Industrial Construction Corporation (Document No. 1169/CV-ĐMDN dated December 25, 2003), the plan for the conversion of the Mechanical Construction Steel Structure Company into a joint stock company, and the appraisal report of the Enterprise Reform and Development Board of the Ministry dated December 29, 2003;

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

DECISION:

Article 1. Approves the plan for the conversion of the Mechanical Construction Steel Structure Company (an independent accounting member enterprise of the Vietnam Industrial Construction Corporation) including the following main points:

1. Capital structure: The registered capital of the joint stock company is 20,000,000,000 VND (Twenty billion VND). Among which: State shareholding ratio: 52.00%; Shareholding ratio sold to employees within the company: 45.60%; Shareholding ratio sold outside the company: 2.40%. Value of one share: 100,000 VND.

2. The actual value of the Mechanical Construction Steel Structure Company at the time of December 31, 2002 for the purpose of conversion (Decision No. 3467/QĐ-TCKT dated December 25, 2003 of the Ministry of Industry) is 190,442,296,292 VND. Among this, the actual value of the state capital portion in the company is 20,340,362,966 VND.

3. Preferential treatment for employees within the company. The total number of shares sold preferentially to 864 employees within the company is 78,659 shares with a preferential value of 2,359,770,000 VND. Among this, the number of preferential shares sold on credit to 71 poor employees is 12,905 shares, valued at 903,350,000 VND.

4. Regarding the costs of conversion, retraining of employees, and resolution of surplus labor, the company will process the necessary procedures, report to the Vietnam Industrial Construction Corporation and relevant state authorities for approval according to current regulations.

Article 2. Transform the Mechanical Construction Steel Structure Company into the Construction Steel Joint Stock Company,

International trade name: CONSTRUCTION AND STEEL STRUCTURE JOINT STOCK COMPANY; Abbreviation: COMESS; Main office address: No. 275 Nguyen Trai Street, Thanh Xuan Ward, Thanh Xuan District, Hanoi City.

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

Production and trading of steel structures and mechanical products: prefabricated steel houses, composite steel beams, non-standard steel structures, high-low voltage power poles, TV transmission towers, construction equipment, various types of cranes for industrial and civil projects; Construction and installation of industrial, civil, and infrastructure projects; Installation of power lines and transformer stations; Trading and import/export of metal materials and general supplies; Consulting services in construction: investment project planning, design, total budget estimation and project budget for industrial and civil works; design of lifting equipment, non-standard equipment; construction supervision consulting; investment and construction consulting, technology transfer for steel structures and mechanical production; Engaging in other business activities in accordance with the provisions of the law.

Article 4. The Construction Steel Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, independently accounting for economic activities, using its own seal, opening bank accounts in accordance with the law, operating in accordance with the Company's Charter and the Law on Enterprises.

Article 5. The Vietnam Industrial Construction Corporation shall be responsible for directing the Mechanical Steel Structure Construction Company to organize the sale of shares and to organize the first General Meeting of Shareholders of the Steel Structure Construction Joint Stock Company in accordance with current regulations.

The Director and Chief Accountant of the Mechanical Steel Structure Construction Company shall be responsible for managing the operations of the company until the entire capital, assets, labor, and land are transferred to the Board of Directors and the General Director of the Steel Structure Construction Joint Stock Company.

Article 6. This Decision shall take effect fifteen days after its publication in the Official Gazette.

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 the Vietnam Industrial Construction Corporation, the Director of the Mechanical Steel Structure Construction Company, and the Chairman of the Board of Directors and the General Director of the Steel Structure Construction Joint Stock Company shall be responsible for implementing this Decision.