Decision No. 3086/QD-BCN Regarding the approval of the plan and the conversion of Tan Mai Paper Company into Tan Mai Paper Joint Stock Company

Pursuant to …;

Regarding the approval of the plan and the transformation of Tan Mai Paper Company into Tan Mai Paper 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. 187/2004/NĐ-CP dated November 16, 2004 of the Government on the conversion of state-owned companies into joint-stock companies;
Pursuant to Decision No. 2638/QD-TCKT dated August 18, 2005 and No. 2775/QD-TCKT dated August 30, 2005 of the Minister of Industry on determining the value of Tan Mai Paper Company under Vietnam Paper Corporation for equitization;
Considering the proposal of Vietnam Paper Corporation (Letter No. 2163/CV-HĐQT dated September 22, 2005), the Equitization Plan of Tan Mai Paper Company, and the Audit Report of the Enterprise Reform and Development Board of the Ministry dated September 29, 2005;
At the proposal of the Enterprise Renewal and Development Board and the Director of the Personnel and Organization Department;

DECISION:

Article 1. Approves the Equitization Plan of Tan Mai Paper Company (a subsidiary operating independently under Vietnam Paper Corporation) with the main contents as follows:

1. Vietnamese name: Tan Mai Paper Joint Stock Company,

- International trade name: TANMAI PAPER JOINT STOCK COMPANY;

- Abbreviation: GTM;

- Head office: Ward 1, Thong Nhat Commune, Bien Hoa City, Dong Nai Province.

2. Tan Mai Paper Joint Stock Company shall have legal personality according to Vietnamese law from the date of registration for business; implement independent economic accounting; have its own seal, 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:

- Production, trading, import and export of various types of paper, cellulose, paper products, raw materials for paper, wood chips, chemicals, materials, equipment, spare parts serving the paper industry;

- Planting raw material forests, producing seedlings, surveying and designing forest engineering;

- Technical consulting services on paper and forestry;

- Real estate trading and eco-tourism service;

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

4. Registered capital and structure of issued shares:

a) Registered capital: 348,000,000,000 VND (Three hundred forty-eight billion VND);

b) The initial share issuance is: 348,000,000,000 VND, corresponding to 34,800,000 shares, each share having a par value of 10,000 VND, including:

- State shares: 20,880,000 shares, accounting for 60.0% of the registered capital;

- Shares sold preferentially to employees of the enterprise: 2,019,300 shares, accounting for 5.8% of the registered capital;

- Shares sold preferentially to strategic investors: 2,784,000 shares, accounting for 8.0% of the registered capital;

- Shares sold through public auction: 9,116,700 shares, accounting for 26.2% of the registered capital.

5. Starting price for public auction: 10,050 VND/share.

The entity conducting the public auction of shares: Thang Long Securities Joint Stock Company (Hochiminh City Branch) at Hochiminh City Stock Exchange Center.

6. Preferences for employees and strategic investors:

a) Total number of preferential shares sold to 1,608 employees of the enterprise is 2,019,300 shares, as listed in the equitization plan of the enterprise.

b) Strategic investor is Dong Nai Joint Stock Company (address: Street 2, Bien Hoa Industrial Zone, Dong Nai Province) purchasing preferentially 2,784,000 shares.

7. Employee restructuring plan:

- Total number of employees up to the time of equitization: 1,743 people;

- Total number of employees transferred to the Joint Stock Company: 1,519 people;

- Total number of redundant employees: 224 people. Among them, according to Decree No. 41/2002/ND-CP: 197 people, according to Labor Code: 27 people.

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

- Total number of employees requiring retraining: 500 people;

- Budget for retraining expenses: 1,050,000,000 VND.

9. General Director of Tan Mai Paper Company is responsible for the actual equitization costs of the company and shall settle accounts in accordance with state regulations.

Article 2. The Enterprise Reform and Development Board of the Ministry is responsible for directing Vietnam Paper Corporation and Tan Mai Paper Company to carry out share sales, settle equitization costs, provide preferential treatment to employees and strategic investors, fund redundancy payments and employee retraining in accordance with regulations; organize the first shareholders' meeting of the Joint Stock Company and perform necessary tasks to transform the company into a Joint Stock Company in accordance with the provisions of the law.

The General Director of Tan Mai Paper Company is responsible for managing and operating the company until the transfer of all assets, capital, labor, and land to the Joint Stock Company and shall be accountable for the results of the company's business operations in accordance with 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 Reform and Development Board of the Ministry, the Board of Directors of Vietnam Paper Corporation, the General Director of Tan Mai Paper Company, and the Board of Directors of Tan Mai Paper Joint Stock Company are responsible for implementing this Decision./.