Decision No. 468/2003/QD-BYT on approving the plan for shareholding reform and converting the Central Pharmaceutical Technology Development Company - Vietnam National Pharmaceutical Corporation into a Joint Stock Company.

DECISION

REGARDING THE APPROVAL OF THE PLAN FOR THE TRANSITION TO A JOINT-STOCK COMPANY AND THE TRANSFORMATION OF THE CENTRAL PHARMACEUTICAL TECHNOLOGY DEVELOPMENT CORPORATION - VIETNAM PHARMACEUTICAL CORPORATION INTO A JOINT-STOCK COMPANY.YEARTHÀNH CÔNG TY CỔ PHẦN.

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THE MINISTER OF HEALTH

Pursuant to Decree No. 68/CP dated 11/10/1993 Pursuant to the Government's regulations on the functions, tasks, powers, and organizational structure of the Ministry of Health;

Pursuant to Decree No. 64/2002/ND-CP dated 19/06/2002 of the Government on the transformation of state-owned enterprises into joint-stock companies and accompanying guiding legal documents;

Pursuant to Decision No. 440/2003/QĐ-BYT dated 28/1/2003 of the Minister of Health on determining the value of the enterprise for the purpose of transitioning to a joint-stock company for the Central Pharmaceutical Technology Development Corporation - Vietnam Pharmaceutical Corporation; Male;

Considering the proposal of the Vietnam Pharmaceutical Corporation at Document No. 451/TCTD-TCHC dated November 19, 2002 regarding the request to change the form of operation from a state-owned enterprise to a joint-stock company for the Central Pharmaceutical Technology Development Corporation and approval of the plan for transitioning to a joint-stock company; Resolution No. 449/NQ-HĐQT of the Board of Directors of the Vietnam Pharmaceutical Corporation on the proportion of state capital in the Central Pharmaceutical Technology Development Corporation;

At the recommendation of the Enterprise Reform and Development Board, Director of the Finance and Accounting Department, Director of the Organization and Cadre Affairs Department - Ministry of Health,

DECISION:

Article 1. Approves the Plan for Transitioning to a Joint-Stock Company for the Central Pharmaceutical Technology Development Corporation - Vietnam Pharmaceutical Corporation as follows:

1. The Charter Capital of the Joint-Stock Company:

19,900,000,000 VND (nineteen billion nine hundred million VND).

Where:

d.1. Amount of taxable income in Vietnam:State shareholding ratio: 45% of the Charter Capital.

Shareholding ratio sold to employees within the enterprise: 45% of the Charter Capital.

Shareholding ratio sold to other entities outside the enterprise: 10% of the Charter Capital.

2. The actual value of the Central Pharmaceutical Technology Development Corporation - Vietnam Pharmaceutical Corporation for transitioning to a joint-stock company is 52,291,860,944 VND, of which the actual value of state capital in the enterprise is 19,927,105,000 VND (Decision No. 440/2003/QĐ-BYT dated January 28, 2003 of the Minister of Health on determining the value of the enterprise for transitioning to a joint-stock company for the Central Pharmaceutical Technology Development Corporation).

3. Employee benefits:

The total number of shares sold at a preferential price to employees of the Central Pharmaceutical Technology Development Corporation is 38,560 shares, valued at 3,856,000,000 VND (three billion eight hundred fifty-six million VND, of which the preferential value provided by the state is 1,156,800,000 VND (one billion one hundred fifty-six million eight hundred thousand VND).

4. Training and retraining costs for employees (if any) shall be implemented according to current regulations.

The enterprise is responsible for paying the difference between the actual value of state capital in the enterprise and the charter capital of the joint-stock company into the state budget.

6. Entrust the enterprise with organizing the sale of shares to external parties through public auction.

Article 2. Transform the Central Pharmaceutical Technology Development Corporation - Vietnam Pharmaceutical Corporation into a joint-stock company:

Full name in Vietnamese: Central Pharmaceutical VIDIPHA Joint-Stock Company.

- International trade name: VIDIPHA CENTRAL PHARMACEUTICAL JOINT-STOCK COMPANY.

Abbreviation: VIDIPHA.

Main office: No. 19-21 Nguyen Van Troi Street, Ward 12, Phu Nhuan District, Ho Chi Minh City.

Article 3. The Central Pharmaceutical VIDIPHA Joint-Stock Company is authorized to operate in industries as prescribed by law.

Article 4. The Central Pharmaceutical VIDIPHA Joint-Stock Company:

Is a legal entity under Vietnamese law from the date of registration for business, implements independent economic accounting, uses its own seal, opens bank accounts as prescribed by law, operates according to the Articles of Association of the Joint-Stock Company and the Law on Enterprises.

The General Director and Chief Accountant of the Central Pharmaceutical Technology Development Corporation are responsible for managing the corporation until the entire corporation is handed over to the Board of Directors and General Director of the Central Pharmaceutical VIDIPHA Joint-Stock Company.

Article 5. This Decision takes effect from the date of issuance. Previous provisions contrary to those in this Decision are abolished.

Article 6. Head of the Enterprise Reform and Development Board, Ministry of Health; Director of the Office, Directors of relevant Departments under the Ministry of Health; Director of the Drug Administration of Vietnam; Board of Directors, General Director of the Vietnam Pharmaceutical Corporation; General Director of the Central Pharmaceutical Technology Development Corporation are responsible for implementing this Decision.