Decision No. 242/2003/QĐ-BCN on transferring Beverage Company Chương Dương to Beverage Joint Stock Company Chương Dương

DECISION OF THE MINISTER OF INDUSTRY

Regarding the transformation of Chuong Duong Beverage Company into Chuong Duong Beverage Joint Stock Company

Chuong Duong Beverage 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 proposals of Saigon Beer-Wine-Pepsi Corporation (Letters No. 42/2003/CV-HĐQT dated December 5, 2003 and No. 47/2003/CV-HĐQT dated December 19, 2003), the Scheme for the conversion of Chuong Duong Beverage Company into a joint stock company, and the Minutes of the Evaluation Board of the Ministry of Industry on December 12, 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 Scheme for the conversion of Chuong Duong Beverage Company (a subsidiary enterprise under independent accounting of Saigon Beer-Wine-Pepsi Corporation) including the following main points:

1. Capital structure: The registered capital of the joint stock company is 85,000,000,000 VND (Eighty-five billion VND). Of which: State shareholding ratio: 51.00%; Shareholding ratio sold to employees within the company: 37.36%; Shareholding ratio sold outside the company: 11.64%. Value of one share: 100,000 VND.

2. The actual value of Chuong Duong Beverage Company at the time of December 31, 2002 for the purpose of conversion (Decision No. 3070/QĐ-TCKT dated November 14, 2003 of the Ministry of Industry) is 119,532,806,027 VND. Of which, the actual value of the state capital in the company is 99,003,278,706 VND.

3. Preferential treatment for employees in the company. A total of 86,820 shares with a preferential value of 2,604,600,000 VND are sold preferentially to 600 employees in the company. Among them, 17,085 shares with a value of 1,195,950,000 VND are sold preferentially on credit to 140 poor employees.

4. Regarding the costs of conversion, retraining of employees, and surplus labor resolution, the company will handle procedures, report to Saigon Beer-Wine-Pepsi Corporation and relevant state agencies for approval according to current regulations.

Article 2. Transform Chuong Duong Beverage Company into Chuong Duong Beverage Joint Stock Company,

International trade name: CHUONG DUONG BEVERAGES JOINT STOCK COMPANY; Abbreviation: CDBECO; Head office address: 379 Ben Chuong Duong Street, Cau Kho Ward, District 1, Ho Chi Minh City.

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

Production and trading of various beverages; Production and trading of raw materials, packaging, equipment, and technology related to the beverage industry; Real estate trading; Other business activities in accordance with the law.

Article 4. Chuong Duong Beverage Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business, operates independently, uses its own seal, opens bank accounts in accordance with the law, and operates in accordance with the Company's Charter and the Enterprise Law.

Article 5. Chuong Duong Beverage Company and Saigon Beer-Wine-Pepsi Corporation are responsible for working with Centrepoint Properties Ltd. to complete the procedures for transferring the joint venture partner for Saigon Beer-Wine-Pepsi Corporation in Me Linh Limited Liability Company.

Saigon Beer-Wine-Pepsi Corporation is responsible for directing Chuong Duong Beverage Company to organize the public auction of shares to external parties through Saigon Securities Company and to organize the first General Meeting of Shareholders of the joint stock company in accordance with current regulations. The Director and Chief Accountant of Chuong Duong Beverage Company are responsible for managing the company's operations until the transfer of all capital, assets, labor, and land to the Board of Directors and General Manager of the joint stock company.

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