Decision No. 54/2004/QĐ-BCN On the conversion of Battery Tia Sáng Company to Battery Tia Sáng Joint Stock Company

Pursuant to …;

Regarding the conversion of Tia Sang Battery Company into Tia Sang Battery 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. 64/2002/NĐ-CP dated June 19, 2002 of the Government on the conversion of state-owned enterprises into joint-stock companies;

Considering the proposal of Vietnam Chemical Corporation (letters: No. 629/CV-HĐQT dated June 15, 2004 and No. 657/CV-HĐQT dated June 18, 2004), the plan for the conversion of Tia Sang Battery Company into a joint stock company, and the appraisal report of the Enterprise Reform and Development Board of the Ministry dated June 15, 2004;

At the proposal of the Enterprise Reform and Development Board and the Director of the Personnel and Organization Department,

DECISION:

Article 1. Approves the plan for the conversion of Tia Sang Battery Company (an independent accounting member enterprise of Vietnam Chemical Corporation) including the following main points:

1. Capital structure:

The charter capital of the joint stock company is 10,619,400,000 VND (Ten billion, six hundred nineteen million, four hundred thousand VND even).

- Shareholding ratio sold outside the company: 10.04%.

- The proportion of shares sold to employees within the company: 49.00%.

 The value of one share: 100,000 VND.

2. The actual value of Tia Sang Battery Company (including the Vietnam Chemical Corporation resort at Do Son) as of December 31, 2003 for the purpose of conversion (Decision No. 1360/QĐ-TCKT dated June 8, 2004 of the Ministry of Industry) is 41,647,423,727 VND. Of this amount, the actual value of the State capital in the company is 10,619,419,931 VND.

3. Preferential treatment for employees of the Company.

A total of 52,035 preferential shares will be sold to 314 employees of the company with a preferential value of 1,561,050,000 VND. Among them, 4,335 preferential shares will be sold on credit to 28 poor employees, valued at 303,450,000 VND.

4. Regarding the costs of conversion, retraining of employees, and resolution of surplus labor, Tia Sang Battery Company shall handle the procedures and report to Vietnam Chemical Corporation and relevant state agencies for approval in accordance with current regulations.

Article 2. Convert Tia Sang Battery Company into Tia Sang Battery Joint Stock Company,

- International trade name: TIASANG BATTERY JOINT STOCK COMPANY;

- Abbreviation: TIBACO;

- Main office located at: Ton Duc Thang Avenue, Hai Phong City.

Article 3. The joint stock company engages in the following business activities:

- Production and repair of various types of batteries;

- Trading of raw materials, supplies related to battery production and battery accessories;

- Organizing recuperation and functional recovery services for chemical industry staff according to the targets set by Vietnam Chemical Corporation; organizing tourism, hotel, restaurant services and other supporting services for customers in accordance with the law;

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

Article 4. Tia Sang Battery Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business, independently accounting for economic activities, using its own seal, opening bank accounts in accordance with the law, and operating in accordance with the Company's Charter and the Law on Enterprises.

Article 5. Vietnam Chemical Corporation is responsible for directing Tia Sang Battery Company to organize the sale of shares and convene the first General Meeting of Shareholders of Tia Sang Battery Joint Stock Company in accordance with current regulations.

The Director and Chief Accountant of Tia Sang Battery Company are responsible for managing the company's operations until the transfer of all capital, assets, labor, and land to the Board of Directors and General Manager of the joint stock company.

Article 6. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

The Head of the Ministry’s Office, the Inspector General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Chairman of the Board of Directors, and the General Director of Vietnam Chemical Corporation, the Director of Tia Sang Battery Company, and the Chairman of the Board of Directors and the General Director of Tia Sang Battery Joint Stock Company are responsible for implementing this Decision./.