Decision No. 97/2004/QĐ-BCN On the transfer of the Electrical Machinery and Materials Workshop under Electricity Company 1 to Electrical Machinery and Materials Joint Stock Company

DECISIONOF THE MINISTER OF INDUSTRY

Regarding the transfer of the Electrical Machinery and Materials Workshop under Electricity Company 1 to become an Electrical Machinery and Materials Joint Stock Company

The Electrical Machinery and Materials Workshop under Electricity Company 1 will be transformed into an Electrical Machinery and Materials Joint Stock Company.

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 Electricity Corporation (Document No. 326/CV-EVN-HĐQT dated September 13, 2004), the plan for the transformation of the Electrical Machinery and Materials Workshop under Electricity Company 1 into a joint stock company, and the review report on the plan by the Enterprise Reform and Development Board of the Ministry dated September 21, 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 transformation of the Electrical Machinery and Materials Workshop under Electricity Company 1 (an independent accounting member enterprise of Vietnam Electricity Corporation) as follows:

1. Capital structure:

The charter capital of the joint stock company is 20,000,000,000 VND (Twenty billion VND).

- Shareholding ratio sold outside the company: 10.04%.

- The proportion of shares sold to employees within the workshop: 46.10%;

- The proportion of shares sold outside the workshop: 2.90%.

The value of one share: 100,000 VND.

2. The actual value of the Electrical Machinery and Materials Workshop at the valuation date of December 31, 2003 for the purpose of transformation (Decision No. 1878/QĐ-TCKT dated July 19, 2004 of the Ministry of Industry) is 42,262,965,751 VND. Of this amount, the actual value of the State capital in the workshop is 19,998,654,165 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 329 employees within the workshop is 78,635 shares with a preferential value of 2,359,050,000 VND.

4. Regarding the costs of transformation, retraining of employees, and resolution of surplus labor in the workshop, Electricity Company 1 shall handle the procedures, report to Vietnam Electricity Corporation and relevant state authorities for approval according to current regulations.

Article 2. Transfer the Electrical Machinery and Materials Workshop under Electricity Company 1 to become the Electrical Machinery and Materials Joint Stock Company,

- International trade name: ELECTROMECHANICS MATERIALS JOINT STOCK COMPANY, abbreviated name: EMC;

- Head office located at: 508 Ha Huy Tap Street, Yen Vien Town, Gia Lam District, Hanoi City.

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

- Repairing, renovating, restoring, and manufacturing power transformers; producing and manufacturing components and equipment for distribution networks, mechanical and electrical repairs and testing;

- Trading, supplying, and storing materials, electrical equipment, and production raw materials;

- Construction, repair of electrical works up to 220 kV voltage level; construction and repair of hydropower projects;

- Comprehensive warehouse services, receiving and transporting goods imported at domestic railway stations and ports;

- Import and export of materials, equipment, and production supplies;

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

Article 4. The Electrical Machinery and Materials Joint Stock Company is a legal entity under Vietnamese law from the date it receives its business registration, operates independently, uses its own seal, opens bank accounts according to legal provisions, and operates according to the Company's Charter and the Law on Enterprises.

Article 5. Vietnam Electricity Corporation and Electricity Company 1 are responsible for directing the Electrical Machinery and Materials Workshop to organize the sale of shares and convene the first General Meeting of Shareholders of the joint stock company in accordance with current regulations.

The Director and Chief Accountant of Electricity Company 1 are responsible for managing the operations of the workshop until the full transfer of 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, the General Director of Vietnam Electricity Corporation, the Director of Electricity Company 1, the Director of the Electrical Machinery and Materials Workshop, and the Chairman of the Board of Directors and the General Director of the Electrical Machinery and Materials Joint Stock Company are responsible for implementing this Decision./.