Decision No. 62/2000/QĐ-BCN On the conversion of Export Mechanical Tools Company to Export Mechanical Tools Joint Stock Company

Pursuant to …;

Regarding the conversion of Export Mechanical Tool Company to Export Mechanical Tool Joint Stock Company On the conversion of Export Mechanical Tool Company, an independent accounting entity under Vietnam Machinery and Equipment Corporation, to Export Mechanical Tool Joint Stock Company

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THE MINISTER OF INDUSTRY

Pursuant to the Government Decree No. 74/CP dated November 1, 1995 on the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to Decree No. 44/1998/NĐ-CP dated June 29, 1999 of the Government on the transformation of state-owned enterprises into joint stock companies;

Considering the Plan for the Conversion of Export Mechanical Tool Company, an independent accounting entity under Vietnam Machinery and Equipment Corporation, to Export Mechanical Tool Joint Stock Company, and the Appraisal Report dated October 25, 2000, by the Business Management Reform Board of the Ministry of Industry on the Plan;

Considering the proposal of the Board of Directors of Vietnam Machinery and Equipment Corporation (Proposal No. 384/CV-HĐQT dated October 12, 2000);

Pursuant to the proposal of the Business Management Reform Board of the Ministry of Industry and the Director of the Organization and Cadre Affairs Department,

DECISION:

Article 1. Approve the Plan for the conversion of Export Mechanical Tool Company, an independent accounting entity under Vietnam Machinery and Equipment Corporation, including the following main points.

1. Capital structure:

The charter capital of the joint stock company is: 12,000,000,000 VND (twelve billion VND). Of which,

- The proportion of shares sold to employees within the company: 91.7%;

- The proportion of shares sold to entities outside the company: 8.3%.

Value of one share: 100,000 VND.

2. The actual value of Export Mechanical Tool Company (Decision No. 2295/QĐ-TCKT dated August 7, 2000, by the Minister of Industry regarding the determination of the value of Export Mechanical Tool Company) at the time of 00:00 on January 1, 2000, for the purpose of shareholding transformation is: 16,285,661,259 VND. Of which, the actual value of the state capital in the company is: 9,574,990,992 VND (including 430,418,000 VND contributed capital in the Vietnam-Japan JMS joint venture by the company's fixed assets).

The value of unused assets awaiting liquidation, not included in the shareholding transformation, fully depreciated and with zero book value is 97,118,000 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 611 employees in the company is 63,833 with a preferential value of 1,914,990,000 VND, accounting for 20% of the state capital value in the company.

4. Agreeing to the proposal of Vietnam Machinery and Equipment Corporation, allowing the use of part of the proceeds from the sale of state-owned shares of Export Mechanical Tool Company for the costs of shareholding transformation, subsidies for surplus labor, training and retraining of workers. Export Mechanical Tool Company shall follow the prescribed procedures, report to Vietnam Machinery and Equipment Corporation for review, and submit to the Ministry of Industry for decision.

Article 2. Convert Export Mechanical Tool Company to Export Mechanical Tool Joint Stock Company from January 1, 2001,

- Name in Vietnamese: Export Mechanical Tool Joint Stock Company,

- International trade name: EXPORT MECHANICAL TOOL STOCK COMPANY, abbreviated as: EMTSC,

Headquartered at: No. 229, Tay Son Street, Dong Da District, Hanoi.

Article 3. The company operates in the following industries (at the time of conversion to a joint stock company):

1. Production and trading, and import and export of mechanical products, tools, bicycle, motorcycle, automobile spare parts, assembled motorcycles, refrigeration products; consumer goods, stainless steel household items, medical equipment, beer and soft drinks; materials and equipment for the mechanical and transportation industries.

2. Trading in other services and industries as stipulated by law.

Article 4. Export Mechanical Tool Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, implementing independent economic accounting, using its own seal, opening accounts at banks as prescribed by law, operating according to the Articles of Association of the joint stock company and the Enterprise Law.

Article 5. Vietnam Machinery and Equipment Corporation is responsible for directing Export Mechanical Tool Company to organize the Founding Shareholders' Meeting (electing the Board of Directors, Supervisory Board, and adopting the Articles of Association of the joint stock company).

The General Director and Chief Accountant of Export Mechanical Tool Company are responsible for managing the company's operations until the transfer to the Board of Directors and General Director of Export Mechanical Tool Joint Stock Company (including the rights inherited by Export Mechanical Tool Joint Stock Company as a partner in the Vietnam-Japan JMS joint venture with Honda Motor Shinjuku Japan).

Article 6. This Decision takes effect fifteen days from the date of signature. Abolish previous Decisions that conflict with this Decision.

The Heads of the Ministry's Office, Inspectorate, Departments, and Bureaus, the Chairman of the Board of Directors, and General Manager of Vietnam Machinery and Equipment Corporation, the General Director of Export Mechanical Tool Company, and the Chairman of the Board of Directors and General Director of Export Mechanical Tool Joint Stock Company are responsible for implementing this Decision./.