Decision No. 3531/2005/QĐ-BGTVT Approving the Plan to Sell Company 568 for Investment and Construction, a subsidiary under the Transport Infrastructure Corporation No. 5.

Pursuant to …;

REGARDING THE APPROVAL OF THE PLAN FOR THE SALE OF COMPANY 568 INVESTMENT AND CONSTRUCTION BELONGING TO TRANSPORTATION CONSTRUCTION CORPORATION 5

 THE MINISTER OF TRANSPORTATION

Pursuant to Decree No. 34/2003/NĐ-CP dated April 4, 2003 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Transportation;

Pursuant to Decree No. 80/2005/NĐ-CP dated June 22, 2005 of the Government on the transfer, sale, lease, and management of state-owned companies;

Pursuant to Circular No. 1190/VPCP-ĐMDN dated March 11, 2005 of the Office of the Government regarding the sale of Company 568 Investment and Construction, a subsidiary unit of Transportation Construction Corporation 5;

Pursuant to Decision No. 963/QĐ-BGTVT dated April 11, 2005 of the Minister of Transportation on the implementation of the sale of Company 568 Investment and Construction, a subsidiary unit of Transportation Construction Corporation 5;

Pursuant to Decision No. 2762/QĐ-BGTVT dated August 10, 2005 of the Minister of Transportation on the enterprise value, starting price, and method of selling Company 568 Investment and Construction, a subsidiary unit of Transportation Construction Corporation 5;

Pursuant to Decision No. 2977/QĐ-BGTVT dated August 24, 2005 of the Minister of Transportation on the establishment of the Steering Committee for Implementing the Sale of Company 568 Investment and Construction;

Pursuant to Document No. 7092/CV-TDDV2 dated December 8, 2004 of Vietnam Development Bank and Document No. 4930/NHN0-TD dated December 13, 2004 of Agricultural Bank of Vietnam regarding the handling of debts of Company 568 Investment and Construction after ownership conversion;

Considering the proposal of the General Director of Company 568 Investment and Construction at Report No. 505/C.ty 568 dated August 29, 2005 of the Chairman of the Board of Directors of Transportation Construction Corporation 5 and at Report No. 3832/TTr-HĐQT dated August 31, 2005 of the General Director of Ha Dong Construction Limited Company at the bidding unit to purchase the company number 09/2005 dated June 17, 2005;

Based on the recommendation of the Head of the Steering Committee for Implementing the Sale of Company 568 Investment and Construction, the Director of the Finance Department, and the Director of the Cadre and Personnel Organization Department.

DECISION:

Article 1. Approves the plan for the sale of Company 568 Investment and Construction, a subsidiary unit of Transportation Construction Corporation 5, including the following contents:

1. Name and address of the company to be sold:

- Company name: Company 568 Investment and Construction.

- Main office address: Lot H1 - Hoang Dieu Apartment Building, Ward 9, District 4, Ho Chi Minh City.

- Enterprise establishment decision number 081/QĐ-BGTVT dated January 8, 2004 of the Minister of Transportation.

- Business registration certificate number 4116000159 issued by the Ho Chi Minh City Department of Planning and Investment on March 12, 2004.

2. Name and address of the buyer:

- Company name: Ha Dong Construction Limited Company.

- Main office address: No. 9, Alley 29 Lang Ha Street, Thanh Cong Ward, Ba Dinh District, Hanoi City.

- Enterprise establishment permit number 2916 GP/TLDN issued by the Hanoi People's Committee on January 21, 1997.

- Business registration permit number 044435 issued by the Hanoi Department of Planning and Investment on January 29, 1997.

3. Selling price, selling method, payment method, and payment period:

3.1. Selling price: Ha Dong Construction Limited Company agrees to inherit all debts and obligations of Company 568 Investment and Construction, thus the selling price of the company is VND 546,583,134.

Ha Dong Construction Limited Company inherits all debts and obligations of Company 568 Investment and Construction as follows:

+ The actual value of the enterprise at the end of March 2005 was VND 418,303,846,574 (including receivables amounting to VND 78,330,016,849).

+ The total actual value of liabilities as of March 31, 2005 was VND 500,693,274,858.

+ The actual value of state capital at the end of March 2005 was VND -82,389,428,284.

In addition, Ha Dong Construction Limited Company will inherit all production and business results, obligations to the state budget, debts payable, and recoverable receivables arising from March 31, 2005 until the termination date of Company 568 Investment and Construction.

3.2. Selling method: Direct sale to Ha Dong Construction Limited Company.

The organization of the purchase and sale of Company 568 Investment and Construction shall be carried out according to the purchase and sale contract signed between the buyer and seller.

3.3. Payment method and payment period:

Ha Dong Construction Limited Company shall pay the purchase price of Company 568 Investment and Construction directly to the account of Transportation Construction Corporation 5 (the entity authorized by the Minister of Transportation) within five days from the signing of the purchase and sale contract.

3.4. Contract signing deadline: Within September 2005.

4. Regarding labor and management staff of Company 568 Investment and Construction:

Ha Dong Construction Limited Company has the responsibility to accept and utilize all employees (including workers and management staff) of Company 568 Investment and Construction.

5. Responsibilities of related parties:

5.1. Steering Committee for Implementing the Sale of Company 568 Investment and Construction:

- Directs Transportation Construction Corporation 5 to draft, negotiate, and sign the purchase and sale contract of Company 568 Investment and Construction in accordance with the law.

- Monitors the implementation of the purchase and sale contract, and if any issues arise within the scope of authority of the Ministry, it has the responsibility to report to the leadership of the Ministry of Transportation for consideration and resolution.

- Immediately after the purchase and sale contract is settled, advise the Minister of Transportation to issue a decision terminating the operations of Company 568 Investment and Construction.

5.2. Transportation Construction Corporation 5:

- The Minister of Transportation authorizes the Chairman of the Board of Directors of Transportation Construction Corporation 5 to sign the purchase and sale contract of Company 568 Investment and Construction (after obtaining the opinion of the Steering Committee for Implementing the Sale of Company 568 Investment and Construction).

- Reviews and proposes solutions to handle all receivables and payables, ongoing contracts of Company 568 Investment and Construction.

- Carry out the purchase and sale contract of Company 568 Investment and Construction, report periodically every 15 days to the Steering Committee for Implementing the Sale of Company 568 Investment and Construction.

- Direct the handover of receivables and payables, assets according to the signed purchase and sale contract.

- After all parties involved in the purchase and sale contract have fulfilled the terms of the signed contract, report to the Steering Committee and the Minister of Transport to issue a Decision to terminate the operations of Company 568 Investment and Construction.

5.3. Joint Stock Company Hai Dang Construction (the purchasing entity of Company 568 Investment and Construction):

- Strictly implement the commitments signed at the Minutes of the Meeting on August 5, 2005 between the Ministry of Transport, Transport Construction Corporation 5, Company 568 Investment and Construction, and Joint Stock Company Hai Dang Construction.

- Strictly implement the terms of the purchase and sale contract of Company 568 Investment and Construction signed pursuant to this Decision.

- Enjoy loss compensation mechanisms as stipulated in Article 20 and preferential treatment mechanisms for buyers as provided in Articles 51 and 52 of Decree No. 80/2005/NĐ-CP dated June 22, 2005 of the Government on the transfer, sale, lease, and operation of State-owned companies.

- During the implementation of the purchase and sale contract of Company 568 Investment and Construction, if any conflicting issues arise, report to the Ministry of Transport for consideration and resolution.

5.4. Company 568 Investment and Construction:

- Bear responsibility for the figures in the financial reports of previous years before the determination of enterprise value and the legal status of receivables and payables that have not been reconciled.

- Strictly comply with the directives of the Chairman of the Board of Directors of Transport Construction Corporation 5 (the person authorized by the Minister of Transport to sign the purchase and sale contract of Company 568 Investment and Construction).

- During the implementation of the purchase and sale contract of Company 568 Investment and Construction, if any issues arise, the General Director of Company 568 Investment and Construction must report to the Chairman of the Board of Directors of Transport Construction Corporation 5 to report to the Head of the Steering Committee for Implementing the Sale of Company 568 Investment and Construction for resolution by the leadership of the Ministry of Transport.

Article 2. This Decision takes effect from the date of signing. The Head of the Steering Committee for Implementing the Sale of Company 568 Investment and Construction, the Director of the Ministry's Office, the Heads of the Financial Department and the Cadre and Civil Servant Organization Department, the Chairman of the Board of Directors, the General Director of Transport Construction Corporation 5, the General Director of Company 568 Investment and Construction, the Chairman of the Board of Directors, and the General Director of Joint Stock Company Hai Dang Construction are responsible for implementing this Decision./.