Decision No. 29/2000/QD-BCN On the conversion of the Beer and Soft Drinks Company (Vietnam Coal Industry Corporation) into Viet Duc Joint Stock Company

Pursuant to …;

Regarding the transfer of the Beer and Beverage Company (a subsidiary under the Vietnam Coal Corporation)to become the Viet Duc Joint Stock Company

THE MINISTER OF INDUSTRY

Pursuant to the Government Decree No. 74/CP dated November 1, 1995 on the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to Decree No. 44/1998/NĐ-CP dated June 29, 1999 of the Government on the transformation of state-owned enterprises into joint stock companies;

Considering the Plan for transferring the Beer and Beverage Company, an independent accounting unit under the Vietnam Coal Corporation, to become the Viet Duc Joint Stock Company and the Appraisal Report dated April 13, 2000, by the Enterprise Management Reform Board of the Ministry of Industry on the Plan;

Considering the proposal of the Board of Directors of the Vietnam Coal Corporation at Proposal No. 507/TT-HĐQT dated March 6, 2000;

Pursuant to the recommendations of the Enterprise Management Reform Board of the Ministry and the Director of the Personnel-Organization Department,

Pursuant to …;

Article 1.Approves the Plan for the joint stock conversion of the Beer and Beverage Company, an independent accounting unit under the Vietnam Coal Corporation, with the main points as follows.

1. Capital structure:

The charter capital of the Joint Stock Company is: 3,650,000,000 VND (three billion six hundred fifty million VND). Of which,

- The proportion of shares sold to employees within the company: 42.79%;

- The proportion of shares sold to external entities: 57.21%.

The value of one share: 100,000 VND.

2. The actual value of the Beer and Beverage Company (Decision No. 134/QD-BTC dated February 23, 2000, of the Minister of Finance regarding the determination of the value of the Beer and Beverage Company) at the time of 00:00 on December 31, 1998, for joint stock conversion is: 10,506,025,551 VND. Of which, the actual value of the State-owned capital in the Company is: 3,600,269,035 VND.

3. Preferential treatment for employees within the company.

The total number of preferentially sold shares to employees within the company is 15,617, with a preferential value of 468,510,000 VND. Among them, the total number of gradually paid shares at preferential prices to poor employees within the company is 2,254 shares, valued at 157,780,000 VND.

4. Approves the proposal of the Vietnam Coal Corporation, allowing the use of proceeds from the sale of state-owned shares of the Beer and Beverage Company to cover joint stock conversion costs, subsidies for surplus labor, training, and retraining workers. The Beer and Beverage Company shall follow the prescribed procedures, report to the Vietnam Coal Corporation for consideration and resolution according to state regulations.

Article 2.Transfers the Beer and Beverage Company to become the Viet Duc Joint Stock Company from April 1, 2000,

- Name in Vietnamese: Viet Duc Joint Stock Company,

- International trade name: VIET DUC STOCK COMPANY, abbreviated as: V.D.S.C,

Headquartered at: Km 4, Cam Thuy Ward, Cam Pha City, Quang Ninh Province.

Article 3. The company operates in the following industries (at the time of conversion to a joint stock company):

1. Production and trading of beer and beverages,

2. Other business and service activities as stipulated by law.

Article 4.The Viet Duc Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, implementing an independent economic accounting system, using its own seal, opening bank accounts according to legal provisions; operating according to the Company's Charter and the Law on Enterprises.

Article 5.The Vietnam Coal Corporation directs the Beer and Beverage Company to organize the first General Meeting of Shareholders (to elect the Board of Directors, Supervisory Board, and approve the Company's Charter).

The Director and Chief Accountant of the Beer and Beverage Company are responsible for managing the company's affairs until they hand over to the Board of Directors and General Director of the Viet Duc Joint Stock Company.

Article 6.This Decision takes effect from the date of signature. Decisions contrary to this Decision are abolished.

The Head of the Ministry's Office, the Inspector General of the Ministry, Heads of Departments and Bureaus under the Ministry, Chairman of the Board of Directors, General Director of the Vietnam Coal Corporation, and Director of the Beer and Beverage Company are responsible for implementing this Decision./.