Decision No. 95/2003/QĐ-BCN on transferring the Construction and Material Enterprise to Power Construction Joint Stock Company 3.2 as a wholly owned subsidiary under Power Construction Corporation 3.

DECISION

Regarding the transformation of the Construction and Material Enterprise intoPower Construction Company 3.2 as a state-owned limited liability company under Power Construction Company 3

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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. 63/2001/NĐ-CP dated September 14, 2001 of the Government on the transformation of state-owned enterprises and enterprises of political organizations and socio-political organizations into state-owned limited liability companies;

Pursuant to Decision No. 862/QĐ-TTg dated September 30, 2002 of the Prime Minister approving the pilot model of the Parent Company-Subsidiary Company structure at Power Construction Company 3 and Decision No. 46/2002/QĐ-BCN dated October 22, 2002 of the Minister of Industry on restructuring Power Construction Company 3, an independent accounting enterprise of Vietnam Industrial Construction Corporation, into a state-owned parent company under the Ministry of Industry piloting the Parent Company-Subsidiary Company model;

Considering the proposal of the General Director of Power Construction Company 3 (Proposal No. 02366 TT/XLĐ3-TH dated May 2, 2003);

At the suggestion of the Director of the Department of Organization and Cadres,

Pursuant to …;

Article 1.

1. Transform the Construction and Material Enterprise into Power Construction Company 3.2 as a state-owned limited liability company under Power Construction Company 3.

2. Power Construction Company 3.2 (hereinafter referred to as the Company) is a subsidiary with legal personality, having its own seal and bank account, organized and operating according to the Articles of Association of the Company approved by the General Director of Power Construction Company 3, which is consistent with the Articles of Association of the Parent Company, the Enterprise Law, and other relevant laws.

3. The Company has:

a) International trade name: POWER CONSTRUCTION COMPANY 3.2,

b) Abbreviation: PCC 3.2,

c) Main office located at No. 13 Mai Hac De Street, Le Loi Ward, Vinh City, Nghe An Province.

Article 2.

1. Business activities of the company:

a) Installation of electrical works, industrial works, civil works, transportation works, hydraulic works;

b) Production and trading of construction materials, block bricks, terrazzo bricks, daramic bricks, quarrying stones and concrete products;

c) Processing and manufacturing of materials and accessories for electrical installation; production of aluminum cables; trading of electrical materials and construction materials;

d) Testing and calibration of electrical equipment and accessories during the construction of electrical works (not for installation);

đ) Investment consulting and construction consulting, including: preparation and review of investment projects, surveying and measurement, planning design, project design, project management consulting;

e) Trading in real estate development and urban technical infrastructure; trading in interior and exterior decoration items and real estate services;

f) Other business activities suitable to the capacity of the Company and permitted by law.

2. The Charter Capital of the Company at the time of establishment:

VND 6,055,171,282.00

(Six billion, five hundred fifty million, one hundred seventy-one thousand, two hundred eighty-two dong only).

Where:

Fixed capital: VND 4,434,901,092.00

Current capital: VND 1,620,270,190.00

Article 3. Organizational model and machinery of the Company:

1. The Company operates under the model of Chairman兼任总经理.

2. The organizational structure includes:

a) General Manager of the Company,

b) Deputy General Managers of the Company,

c) Chief Accountant of the Company,

d) Specialized and professional departments.

3. Directly affiliated production units.

Article 4. The General Director of Power Construction Company 3 is the representative of the owner managing the state capital at Power Construction Company 3.2 in accordance with current regulations of the State and is responsible for supplementing the registered capital of Power Construction Company 3.2 as committed; perfecting the production organization plan and organizational structure of Power Construction Company 3.2 according to the model of a state-owned limited liability company and the guiding documents of the State regarding the type of state-owned limited liability company.

The Company is responsible for inheriting all rights, obligations, and existing issues of the Construction and Material Enterprise.

Article 5This Decision shall take effect fifteen days from the date of publication in the Official Gazette. Any previous documents that conflict with this Decision shall be abolished.

The Head of the Office of the Ministry, the Inspector General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the General Director of Power Construction Company 3, the Director of the Construction and Material Enterprise, and the Director of Power Construction Company 3.2 are responsible for implementing this Decision./.