Decision No. 3122/QD-BCN Regarding the approval of the plan and the conversion of Lam Son Mechanical and Electrical Company into Lam Son Mechanical and Electrical Joint Stock Company

Pursuant to …;

Regarding the approval of the plan and the transformation of Lam Son Mechanical Electrical Company into Lam Son Mechanical Electrical Joint Stock Company

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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. 2318/QD-TCKT dated July 13, 2005 of the Minister of Industry on determining the value of Lam Son Mechanical Electrical Company under Vietnam Electricity Equipment Corporation;
Considering the proposal of Vietnam Electricity Equipment Corporation (Proposal No. 29/TT-HĐQT dated September 19, 2005), the Plan for the Shareholding Reform of Lam Son Mechanical Electrical Company, and the Minutes of the Evaluation of the Plan by the Enterprise Renewal and Development Board of the Ministry dated September 16, 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 Plan for the Shareholding Reform of Lam Son Mechanical Electrical Company (a subsidiary company operating independently under Vietnam Electricity Equipment Corporation) with the main contents as follows:

1. Vietnamese name: Lam Son Mechanical Electrical Joint Stock Company,

- International trade name: LAMSON MECHANICS ELECTRICAL JOINT STOCK COMPANY;

- Abbreviation: LASCO;

- Head office: No. 757 Ba Trieu Street, Truong Thi Ward, Thanh Hoa City, Thanh Hoa Province.

2. Lam Son Mechanical Electrical Joint Stock Company shall have legal personality under Vietnamese law from the date of issuance of its business registration certificate; it shall operate independently economically; it shall have its own seal and be allowed to open bank accounts in accordance with the law; it shall organize and operate according to the Articles of Association of the Joint Stock Company and the Law on Enterprises.

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

- Producing and trading electrical equipment, electrical materials, electronics, refrigeration, industrial and household water heating equipment, manufacturing and repairing mechanical products, power line structures, and transformer stations;

- Providing repair and warranty services for various types of electrical and refrigeration equipment;

- Installing electricity up to 110 kV, part of 220 kV power lines, small hydropower plants, transportation infrastructure, irrigation works, civil construction, and industrial installation;

- Consulting and designing electrical and industrial projects;

- Operating hotels and restaurants, and leasing offices;

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

4. Registered capital and structure of issued shares:

a) Registered capital: VND 5,000,000,000 (Five billion dong);

b) The initial share issuance amount is VND 5,000,000,000, corresponding to 500,000 shares, each share having a par value of VND 10,000, including:

- Shares sold to employees within the enterprise: 295,700 shares, accounting for 59.14% of the registered capital (according to the enterprise's shareholding reform plan).

- Shares sold to strategic investors: 100,000 shares, accounting for 20% of the registered capital (according to the enterprise's shareholding reform plan).

- Shares sold through public auction: 104,300 shares, accounting for 20.86% of the registered capital.

5. Starting price for public auction: VND 10,200 per share.

The entity selling shares: Vietnam Securities Company Bao Viet.

6. Strategic investor: Vietnam-Hungary Electrical Machinery State-owned Joint Stock Company (address: Group 53, Dong Anh Town, Dong Anh District, Hanoi City).

7. Employee restructuring plan:

- Total number of employees at the time of shareholding reform: 176 people;

- Total number of employees transferred to the joint stock company: 59 people;

- Total number of surplus employees: 117 people. Among them, according to Decree 41/2002/ND-CP: 116 people, according to the Labor Code: 1 person.

8. Shareholding reform costs: VND 150 million.

The General Director of Lam Son Mechanical Electrical Company decides and is responsible for the actual shareholding reform costs of the company and for settling the value of preferential shares, surplus labor funds according to state regulations.

Article 2. The Enterprise Renewal and Development Board of the Ministry is responsible for directing Vietnam Electricity Equipment Corporation and Lam Son Mechanical Electrical Company to sell shares, settle the value of preferential shares, shareholding reform costs, surplus labor funds, organize the first shareholders' meeting of the joint stock company, and carry out necessary procedures to transform the company into a joint stock company in accordance with the provisions of the law.

The General Director of Lam Son Mechanical Electrical Company is responsible for managing the company until the transfer of all assets, capital, personnel, and land to the joint stock company and is liable for the results of the company's business operations in accordance with current laws.

Article 3. This decision takes effect from the date of signature.

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 Electricity Equipment Corporation, the General Director of Lam Son Mechanical Electrical Company, and the Board of Directors of Lam Son Mechanical Electrical Joint Stock Company are responsible for implementing this Decision./.