DECISION

APPROVING PLAN FOR EQUITIZATION OF PARENT COMPANY - VIETNAM ENGINE AND AGRICULTURAL MACHINERY CORPORATION

THE PRIME MINISTER

Pursuant to the Law on organization of the government dated June 19, 2015;

Pursuant to the Law on enterprises dated November 26, 2014;

Pursuant to the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly state-owned enterprises into joint-stock companies;

Pursuant to the Government’s Decree No. 189/2013/ND-CP dated November 20, 2013 on amendments to a number of articles of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly state-owned enterprises into joint-stock companies;

Pursuant to Decision No. 929/QD-TTg dated July 17, 2012 by the Prime Minister on approving the "Restructuring of state enterprises, focusing on economic groups and state-owned corporations during 2011 – 2015” Scheme;

In consideration of the request of Minister of Industry and Trade,

DECIDES:

Article 1. The Plan for equitization of Parent Company - Vietnam Engine and Agricultural Machinery Corporation (hereinafter referred to as “VEAM”) is approved hereto in conformity with the following contents:

1. Name and head office:

a) Name in Vietnamese Language: “Tổng công ty Máy Dộng lực và Máy nông nghiệp Việt Nam – CTCP”.

b) Form of enterprise: Joint-stock Company

c) International trading name: VIET NAM ENGINE AND ARGRICULTURAL MACHINERY CORPORATION;

d) Abbreviated name: VEAM;

dd) Head office’s address: Lot D, Quarter D1, Phu Thuong Ward, Tay Ho District, Hanoi

e) Telephone: 04. 62800802g) Fax: 04. 628008092. Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company has obtained the legal status in accordance with the law of Vietnam as of the issued date of Business registration certificate, has its own seal and accounts opened at the banks in conformity with the laws, has the organizational structure and operations carried out under the Charter of Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company in conformity with the Law on enterprises and relevant laws.

Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company shall inherit rights, obligations and lawful benefits from Viet Nam Engine and Argricultural Machinery Corporation before it is transformed, be entitled to carry out existing business sectors/industries and other business activities in conformity with the laws.

3. Form of equitization: Combination of transfer of a portion of state-owned capital and issuance of new shares in order to increase the charter capital.

4. Charter capital and structure of shares in initial public offering:

a) Charter capital: VND 13,288,000,000,000 (Thirteen thousand two hundred eighty-eight billion dongs), equivalent to 1,328,800,000 shares.

b) Structure of the charter capital:

Total shares: 1,328,800,000 shares, face value per share: VND 10,000. In which:

- Shares held by the State: 677,688,000 shares, taking up 51% of the charter capital.

- Shares sold to employees at discounted price: 5,669,100 shares, taking up 0.43% of the charter capital. Where:

+ Shares purchased at discounted price as regulated in Clause 1 Article 48 of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011: 3,593,400 shares.

+ Shares additionally purchased at discounted price as regulated in Clause 2 Article 48 of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011: 2,075,700 shares.

- Shares sold to strategic investors: 478,368,000 shares, taking up 36.00% of the charter capital.

- Shares sold outside the enterprise via auctions: 167,074,900 shares, taking up 12.57% of the charter capital.

5. The Prime Minister authorizes the Minister of Industry and Trade to decide the starting price of the initial public offering of shares and assume responsibility thereof in conformity with current laws and actual situation of the enterprise. The initial public offering of shares shall be conducted via auctions in Hanoi Stock Exchange.

6. In the short term, Ministry of Industry and Trade is assigned to represent owners of state capital invested in VEAM after it is equitized; prepare plan for disinvestment of state capital from Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company to under the governing level and such disinvestment must be completed within 2016-2018.

7. Selection of strategic investors:

The Prime Minister authorizes the Minister of Industry and Trade to establish criteria for selecting strategic investors and make decision thereof in conformity with regulations in the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly state-owned enterprises into joint-stock companies and relevant laws. The criteria for selecting strategic investors must include conditions to bind strategic investors to form strong attachment to VEAM after it is equitized and the selection of strategic investors shall be carried out after completing the initial public offering.

8. Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company shall enter into land lease agreement with the Government and make payment of land rents and taxes for exchange of land-use rights in conformity with the law on land management and use.

9. Personnel plan:

- Total employees at the time of announcing the enterprise’s value: 3,144 persons.

- Total employees who are assigned to work at the joint-stock company: 3,106 persons.

- Total employees who leave their employment at the time of announcing the enterprise’s value: 38 persons.

10. Equitization costs:

Ministry of Industry and Trade is authorized to approve estimate of equitization costs; VEAM shall decide and bear responsibility for expenses actually arisen and necessary for conducting the equitization in conformity with prevailing laws.

Article 2. Implementation

1. Ministry of Industry and Trade shall discharge the following duties:

- Decide contents mentioned in Clause 5, Clause 6, Clause 7 and Clause 10 Article 1 of this Decision.

- Instruct VEAM to organize the sale of shares to the public. Carry out the listing of stocks of Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company on the stock market when all requirements thereof have been satisfied in conformity with prevailing laws and regulations.

- Instruct VEAM to announce sufficient information of the equitized enterprise, including guidelines by the Prime Minister on settlement of issues regarding finance, land and property, etc. during the valuation of assets of VEAM (at the Official Dispatch No. 9816/VPCP-DMDN dated November 18, 2015 of the Office of the Government) and other contents approved by the Prime Minister hereto; separate value of Yen Thanh Cassava Starch Processing Factory (hereinafter referred to as the Factory) from the value of VEAM in the course of equitization and hand over such factory at its existing conditions to the Research Institute of Agricultural Machinery (RIAM) to serve the purpose of RIAM’s agricultural machinery testing, design and manufacturing as requested by Ministry of Planning and Investment (at the Official Dispatch No. 10002/BKHDT-PTDN dated November 12, 2015), and implement policies on selling shares at discounted price to employees working at this Factory in conformity with regulations in Clause 1 and Clause 2 Article 48 of the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011; Execute the transformation of Viet Nam Engine and Argricultural Machinery Corporation into a Joint-stock Company in conformity with the law.

- Appoint representative of owners of state capital in Viet Nam Engine and Argricultural Machinery Corporation - Joint-stock Company.

2. Ministry of Planning and Investment shall instruct and guide the execution of business registration by VEAM.

3. The VEAM’s Board of Members shall be responsible for managing Viet Nam Engine and Argricultural Machinery Corporation until the transfer of assets, capital, employees and land to Viet Nam Engine and Argricultural Machinery Corporation – Joint-stock Company is completed.

Article 3. This Decision comes into force from the date on which it is signed.

Minister of Industry and Trade, Minister of Finance, Minister of Planning and Investment, Minister of Labour – Invalids and Social Affairs, heads of relevant agencies, the Equitization Steering Board and the Board of Members of Viet Nam Engine and Argricultural Machinery Corporation shall implement this Decision./.