Decision No. 71/2000/QD-BCN On the conversion of the Service and Cargo Handling Enterprise into a Joint Stock Company for Steel Production and Trading

Pursuant to …;

Regarding the conversion of the Service and Cargo Handling Enterprise into a Metal Trading and Production Joint Stock Company

Conversion of the Service and Cargo Handling Enterprise (a subsidiary of the Hai Phong Metal Company, a member of the Vietnam Steel Corporation) into a Metal Trading and Production 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 the Service and Cargo Handling Enterprise and the Appraisal Report dated December 8, 2000, issued by the Enterprise Management Reform Board of the Ministry of Industry on the Plan;

Considering the proposal of the Chairman of the Board of Directors of the Vietnam Steel Corporation (document number 2041/T-TC, November 30, 2000);

At the recommendation of the Enterprise Management Reform Board of the Ministry of Industry and the Director of the Organization and Cadre Affairs Department, 

DECISION:

Article 1. Approves the plan to convert the Service and Cargo Handling Enterprise (a subsidiary of the Hai Phong Metal Company, a member of the Vietnam Steel Corporation) into a Metal Trading and Production Joint Stock Company, including the following main points.

1. Authorized Capital Structure

The authorized capital of the Joint Stock Company is: 5,500,000,000 VND (five billion five hundred million VND). Of which,

- The proportion of shares sold to employees of the Enterprise: 80.95%;

- The proportion of shares sold to other entities outside the Enterprise: 19.05%.

Value of one share: 100,000 Vietnamese dong.

2. Actual Value of the Service and Cargo Handling Enterprise (Decision No. 1890/QĐ-T-TC dated November 9, 2000 of the Chairman of the Board of Directors of the Vietnam Steel Corporation regarding the determination of the value of the Service and Cargo Handling Enterprise) at the time of 00:00 on September 1, 2000 for the purpose of shareholding is: 662,000,000 VND. Among which, the actual value of the State-owned capital in the Enterprise is: 662,000,000 VND.

4. Regarding the privatization costs, retraining of employees, and surplus labor resolution of the enterprise, An Lac Shoe Company will handle the procedures, report to the Ministry of Industry and relevant state authorities for approval according to current regulations.

The total number of preferential shares sold to 47 employees of the Enterprise is 4,413 with a total preferential value of 132,400,000 VND.

4. Approves the proposal of the Vietnam Steel Corporation, allowing the use of part of the proceeds from the sale of shares belonging to the State-owned capital of the Service and Cargo Handling Enterprise for the costs of shareholding, training, and retraining of employees; the Service and Cargo Handling Enterprise and the Hai Phong Metal Company shall follow the prescribed procedures, report to the Vietnam Steel Corporation for consideration and resolution according to the regulations of the State. The proceeds from the sale of shares belonging to the State-owned capital, after deducting the costs of shareholding, training, and retraining, will be supplemented to the Fund for the Restructuring and Shareholding of State-Owned Enterprises of the Vietnam Steel Corporation.

Article 2. Convert the Service and Cargo Handling Enterprise into a Metal Trading and Production Joint Stock Company from January 1, 2001,

- Name in Vietnamese: Metal Trading and Production Joint Stock Company,

- English name: PRODUCE AND TRADING METAL STOCK COMPANY, abbreviated as: PRAMESCO,

- Head office located at: No. 6 Nguyen Trai Street, May To Ward, Ngo Quyen District, Haiphong City.

Article 3. The company engages in the following business activities (at the time of conversion to a joint stock company):

1. Production, trading, and import/export of materials, goods, equipment parts, and metal products.

2. Transportation services, cargo handling, rental of offices, warehouses, tourism, hotels, restaurants, and other industries as stipulated by law.

Article 4. The Metal Trading and Production 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, and operating according to the Articles of Association of the Joint Stock Company and the Law on Enterprises.

Article 5. The Vietnam Steel Corporation is responsible for directing the Service and Cargo Handling Enterprise and the Hai Phong Metal 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 the Hai Phong Metal Company and the Service and Cargo Handling Enterprise are responsible for managing the operations of the Enterprise until it is handed over to the Board of Directors and General Director of the Metal Trading and Production Joint Stock Company.

Article 6. This Decision takes effect fifteen days after the date of signature. Decisions contrary to this Decision are abolished.

The Director 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, the General Director of the Vietnam Steel Corporation, the General Director of the Hai Phong Metal Company, the Service and Cargo Handling Enterprise, and the Chairman of the Board of Directors and the General Director of the Metal Trading and Production Joint Stock Company are responsible for implementing this Decision./.