Decision No. 2883/QD-BCN Regarding the approval of the plan and the transformation of Yen Bai Precious Stones and Gold Company into Yen Bai Precious Stones and Gold Joint Stock Company

Pursuant to …;

Approving the plan and converting the Company of Precious Stones and Gold Yen Bai into the Joint Stock Company of Precious Stones and Gold Yen Bai

_________________________

THE MINISTER OF INDUSTRY

Pursuant to Decree No. 55/2003/NĐ-CP dated May 28, 2003 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Industry;
Pursuant to Decree No. 187/2004/QĐ-TCKT dated November 16, 2004 of the Government on converting state-owned enterprises into joint stock companies;
Pursuant to Decision No. 2264/QĐ-TCKT dated July 8, 2005 of the Minister of Industry on determining the value of the Company of Precious Stones and Gold Yen Bai under Vietnam Minerals Corporation for shareholding reform;
Considering the proposal of Vietnam Minerals Corporation (Letter No. 1326/CV-TCLĐ dated August 24, 2005), the Shareholding Reform Plan of the Company of Precious Stones and Gold Yen Bai and the review report of the Enterprise Renewal and Development Board of the Ministry dated August 31, 2005;
At the proposal of the Enterprise Renewal and Development Board and the Director of the Personnel and Organization Department,

Pursuant to …;

Article 1. Approves the Shareholding Reform Plan of the Company of Precious Stones and Gold Yen Bai (a subsidiary of Vietnam Minerals Corporation operating independently) with the main contents as follows:

1. Vietnamese name: Joint Stock Company of Precious Stones and Gold Yen Bai,

- International trade name: YENBAI GEM AND GOLD JOINT STOCK COMPANY;

- Abbreviation: YGJC;

- Head office: Dinh Tien Hoang Street, Yen Bai City, Yen Bai Province.

2. The Joint Stock Company of Precious Stones and Gold Yen Bai shall have legal personality according to Vietnamese law from the date of registration for business; implement independent economic accounting; have 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 Enterprise Law.

3. The joint stock company engages in the following businesses:

- Surveying, exploring, mining, processing, and manufacturing precious stones, semi-precious stones, gold, and other minerals;

- Trading and exporting/importing: precious stones, semi-precious stones, gold, jewelry, artistic goods, and other minerals; specialized equipment and materials for mining, processing, and manufacturing minerals;

- Research, technology transfer (including training), design, manufacture, and installation of mining equipment for precious stones, gold, and other minerals;

- Engaging in other businesses in accordance with the provisions of the law.

4. Registered capital and structure of issued shares:

a) Registered capital: 3,000,000,000 VND (Three billion VND);

b) Initial issuance of shares is 3,000,000,000 VND, corresponding to 300,000 shares, each share valued at 10,000 VND, including:

- State shares: 95,100 shares, accounting for 31.70% of the registered capital;

- Shares sold preferentially to employees of the enterprise: 103,800 shares, accounting for 34.60% of the registered capital;

- Shares sold preferentially to strategic investors: 41,100 shares, accounting for 13.70% of the registered capital;

- Shares sold through public auction: 60,000 shares, accounting for 20.00% of the registered capital.

5. Starting price for public auction: 10,100 VND per share.

Issuing body: The Company of Precious Stones and Gold Yen Bai.

6. Preferences for employees and strategic investors:

a) Total number of preferential shares sold to 64 employees of the enterprise is 103,800 shares, listed in the Shareholding Reform Plan of the enterprise.

b) Strategic investor is the Third Mineral Development Company (now the State Capital Joint Stock Company of Mineral 3, address: Tan Linh Commune, Ba Vi District, Ha Tay Province) is entitled to purchase 41,100 preferential shares.

7. Employee restructuring plan:

- Total number of employees at the time of shareholding reform: 64 people;

- Total number of employees transferred to the Joint Stock Company: 27 people;

- Total number of surplus employees: 37 people according to Decree No. 41/2002/NĐ-CP and Decree No. 155/2004/NĐ-CP.

8. Training plan for employees to be transferred to the Joint Stock Company:

- Total number of employees requiring retraining: 04 people

- Budget for retraining: 8,400,000 VND.

9. Shareholding reform costs: 200,000,000 VND.

The General Director of the Company of Precious Stones and Gold Yen Bai decides and is responsible for the actual shareholding reform costs of the company and implements the preferential payment to employees, preferential payment to strategic investors, surplus labor costs, retraining costs, and the first shareholders' meeting of the Joint Stock Company according to the regulations of the State.

Article 2. The Enterprise Renewal and Development Board of the Ministry is responsible for directing Vietnam Minerals Corporation and the Company of Precious Stones and Gold Yen Bai to sell shares, settle preferential payments to employees, preferential payments to strategic investors, shareholding reform costs, surplus labor costs, retraining costs, organize the first shareholders' meeting of the Joint Stock Company, and carry out necessary procedures to convert the company into a Joint Stock Company in accordance with the provisions of the law.

The General Director of the Company of Precious Stones and Gold Yen Bai is responsible for managing the company until the transfer of all assets, funds, labor, and land to the Joint Stock Company and is responsible for the results of the company's business operations according to current laws.

Article 3. This Decision shall take effect from the date of signing.

The Chief of the Ministry's Office, the Inspector General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Enterprise Renewal and Development Board of the Ministry, the Board of Directors of Vietnam Minerals Corporation, the General Director of the Company of Precious Stones and Gold Yen Bai, and the Board of Directors of the Joint Stock Company of Precious Stones and Gold Yen Bai are responsible for implementing this Decision./.