Information Memorandum Long and short title: - Open joint-stock company Vitebsk Instrument-making Plant (JSC VPZ) Address (location): -210026, 4 Gagarina str., Vitebsk, Vitebsk oblast, Republic of Belarus Website: www.vpz.by The state registration data: - according to the state registration certificate of the commercial organization the Vitebsk regional executive committee registered JSC VPZ by the decision №304 dated 15.08.1997 in the Integrated state register of legal entities and sole traders numbered 300048171. Information about the organization management, contact phones: - manager (director) Kolkov Oleg Vladimirovich in the capacity since 01.02.2012 - chief accountant Sizekhina Elena Vladimirovna in the capacity since 27.06.2012 Phones: code of the town 8 (0212) - ph. of the director 24-65-27 - ph. of the chief accountant 54-89-79 - fax 37-26-91 I. General Information about the Organization 1) Open joint-stock company Vitebsk Instrument-making Plant is established according to the Resolution of Council of Ministers of BSSR «About transformation of inter-branch state association "Chasprom" dated 03.09.1990 №889 and the agreement between Council of Ministers of BSSR and joint-stock company Chasprom dated 15.07.1991 by allocation from structure of production association «Minsk Watch Plant». As the legal entity JSC VPZ is registered by the executive committee of Soviet of People's Deputies of the October district of Vitebsk 23.04.1992 numbered 326. According to the certificate about the state registration of the commercial organization Vitebsk regional executive committee registered JSC VPZ by the decision dated 15.08.1997 №304 in the Integrated state register of legal entities and sole traders numbered 300048171. 2) A main type of activity from which the enterprise receives the main volume of revenue is production of other metal products. Specific weight of revenue in total amount of revenue makes 73,5%. 3) Nowadays JSC VPZ specializes on production of accessories for the leather and footwear industry, uniform accessories for serving in military brunches, produces badges and medals, small batches of hours, bracelets from not precious metals, bracelets from genuine leather, makes different types of galvanic coverings, ion-plasma spraying. Besides, the plant develops heat power for the budgetary, commercial enterprises and own needs, not used production and auxiliary space is leased. 4) The active part of fixed assets is essentially worn-out. At the same time, the forming production functions and is well developed at the enterprise (both hot and cold pressing), it is available a base for machining. The enterprise can produce up to 10500 thousand pieces in a year of accessories. The percentage of the accessories produced by JSC VPZ is 20 % in the Belarusian market. 5) JSC Vitebsk Instrument-making Plant is the national producer of metal accessories for the leather and foot-wear, sewing and furniture enterprises of Republic of Belarus and under the territorial proximity to consumers (unlike foreign) it can quickly react on wishes and needs of the consumer, also can quickly make and deliver small lots of products. The wide experience of covering of products from metals (a galvanic covering, an ion-plasma spraying, etc.) is turned out. 6) The organization has the conformance certificates for its production: Notions from metal ( clips for a tie, cockardes, emblems, ornaments, buttons, stars, breastplates) the certificate of conformity №BY/112 03.06.005 04779 is issued by the body on certification of the industrial production RUP Vitebsk TsSMS; Accessories for products of the light industry from ferrous and nonferrous metals and alloys the certificate of conformity №BY/112 03.06.005 04778 is issued by the body on certification of the industrial production RUP Vitebsk TsSMS; Cases, bracelets, belts for hours of trademark "Vympel" the certificate of conformity №BY/112 03.06.005 03911 is issued by the body on certification of the industrial production RUP Vitebsk TsSMS; Mechatronic quartz wrist watch of trademark "Vympel" - the certificate of conformity №BY/112 03.06.005 05890 is issued by the body on certification of the industrial production RUP Vitebsk TsSMS; - the certificate of conformity №ROSS BY.РБ 01.Н02909 is given out by the State committee on standardization Minsk, RB; Mechanical wrist and pocket watch of trademark "Vympel" - the certificate of conformity №BY/112 03.06.005 05889 is issued by the body on certification of the industrial production RUP Vitebsk TsSMS; - the certificate of conformity №ROSS BY.РБ 01.Н02908 is given out by the State committee on standardization Minsk, RB; II. Financial performance of economic activity of the organization Characteristic Net asset value, mln..BYR Sales proceeds of products, work, service, mln..BYR Profit, altogether ( p. 200 in statement of loss and gain), mln..BYR Sales income of products, work, service, mln..BYR Net income, mln..BYR Return on sales, work, service, % Accounts receivable *, mln..BYR Account payable *, mln..BYR Average wages, thnd. BYR 2009 13865 7450 2010 12076 8588 2011 17766 11902 -1341 -1148 -911 -63 -1545 -0,9 1985 5211 509,6 5 -1377 0,07 2670 5696 600,7 -23 -4077 -0,15 2817 11424 987,8 * - Accounts receivable and account payable are stated on 01.01.2010, on 01.01.2011, on 01.01.2012 г. III. The integrated nomenclature of made production, work, rendered services. Information about made production, work, rendered services: Products, work, service (by type) - accessories - buttons Yield mln..BYR mln..BYR 2009 2489 316 year 2010 2639 319 2011 4222 686 - furniture fittings - clocks - leather belts - medals - phonendoscope - heat energy - gear - other production (cases, bracelets, utility, orders, fish scalers, church production, paid services ) mln..BYR mln..BYR mln..BYR mln..BYR mln..BYR mln..BYR mln..BYR 1278 52 9 1073 213 43 1278 111 287 3 1338 577 83 1480 269 13 3 2152 583 mln..BYR 403 462 861 IV. Investment projects planned to realization JSC Vitebsk Instrument-making Plant developed the business plan of the investment project «Creation of the new modern production of the specific accessories for leather, footwear , furniture and sewing branches». The amount of capital expenditures according to the project taking into account the VAT will make 1984,4 thousand dollars, without the VAT 1653,7 thousand dollars. As the main source of financing it is supposed to use means of innovative fund of the Ministry of Industry, involved on an irrevocable basis in volume of 330,6 thousand dollars and the free sponsor's aid in volume of 1631,9 thousand dollars, own means of the organization will make 21,9 thousand dollars. V. Structure of workers: -25 25-35 35-40 Age 40-45 45-50 50-55 55+ Altoget her 50 32 34 22 46 56 57 297 25 5 5 6 6 9 8 64 14 13 11 3 10 13 13 77 5 6 7 4 10 8 4 44 4 8 10 9 20 25 29 105 2 - 1 - - 1 3 7 Number, incl. - number of workers with higher education - with specialized secondary education - with vocational technical training - with high education - with basic education Total number of workers (full list): - number of management personnel - number of industrial operating personnel Incl. number of core workers 259 40 246 78 VI. Structure of realization of work (service): Structure (%) Domestic market 2009 80,1 2010 82,1 2011 86,8 Foreign market 19,9 17,9 Total 100 100 The main sales market of production is the Russian Federation. 13,2 100 VII. Information about the lands being in use, rent, property: Location of land Area, hectare Right (permanent / temporary use (term), rent, owned) 4,0344 The all-share permanent 7,826 Permanent use 0,3842 Permanent use 4 Gagarina str., Vitebsk v. Shevino, Vitebsk region 7-1, Pobedy avenue, Vitebsk Official act or certificate about the state registration (data and №) № 200/175-367 dated 20.12.2005 г. № 4480 dated 16.10.2000 № 5422 dated 5.09.2000 VIII. Information about capital structures (buildings, installations): Name (purpose), location, certificate about the registration (№, data) Building №1 registration card:№200/1205-872 dated 17.08.12; №200/1205-870 dated 17.08.12; №200/1205-873 dated 17.08.12; №200/1205-874 Building №2 registration card №2602 dated 31.05.1999 Engineering building №4, registration card №2601 dated 1.06.1999 Boiler house, registration card №2604 dated 1.06.1999 Building №7 №2595 dated 31.05.1999 Premachining installation, gas-welding installation, registration card №2626 dated 1.06.1999 Compressor house, registration card №2605 dated 1.06.1999 central goods shed, Year of building Number of storeys Area, m2 Leasable area, m2, General condition 1963 1-3-7 1659,3 1010,69 Satisfactory 1956 2 2812 1979 3 13396 1964 4 15000 1959 1 767 513,25 Satisfactory 1956 1976 1 332 31,46 Satisfactory 1956 1 121 1965 1 622 Satisfactory 159,17 Satisfactory Satisfactory Satisfactory 329,0 Satisfactory registration card №1882 dated 30.09.1998 Pesticide storehouse, registration card №2591 dated 31.05.1999 Repair building plot, registration card №2590 dated 31.05.1999 Fuels and lubricants storehouse, registration card №305 dated 29.01.1999 Garage, registration card №2592 dated 31.05.1999 Chemicals and other materials storehouse, registration card №304 dated 29.01.1999 1972 1 99 Satisfactory 1976 2 760 1998 1 100 1980 1 607 89,57 Satisfactory 1998 3 1620 351,41 Satisfactory 209,11 Satisfactory Satisfactory IX. Information about equipment: Name of the equipment, manufacturer of the equipment, power 1 Stamping press GК-360 «Grabener» Germany 11 kVt 1 Stamping press GК-180 «Grabener» Germany 6 kVt Quantity 2 3 2 1 Toggle press KD 2126Е Russia 4,7 kVt 3 Eccentric press D-202 Armenia 1,7 kVt 16 Toggle press К2330Б Russia 10,5 kVt Toggle press КД 2128 Russia 11 kVt 1 1 Rolling scissors НА-400 Russia 1,1 kVt 1 Automatic press ВН-6 Swiss 3 kVt 1 Toggle press Д-10 Armenia 0,12 kVt 19 Destination (place in the engineering process) 3 Forming coinage, extraction. 3 Forming coinage, extraction. Operation forming chipping and cleaning of workpiece Forming chipping, piercieng, extraction, bending. Forming chipping and cleaning. Forming chipping and cleaning. Operation stocking and cutting of a strip on narrow bands. Forming chipping of cramps for accessories. Forming press fitting of little items, bending. Year of puttin g 4 19721976 4 Condition (% of wear) 5 100 5 1976 100 19771982 100 19771990 100 1981 100 1988 100 1984 100 1975 100 19781989 100 Hot-stamp pressFPN-140 Germany, 41 kVt 2 Injection-molding machine LKDC-45 China 24 kVt 2 Injection-molding machine J219А China 11 kVt 2 Director Forming of workpiece from a brass stick. Operation moulding, casting from ZAC. Operation moulding, casting of workpiece from ZAC. 1982 100 20062007 100 2012 0 _________________ О.V.Kolkov L.S. Chief accountant ________________ Е.V.Sizekhina Условия продажи пакета акций: It is suggested that holding of shares of “Vitebsk Instrument Making Plant” OJSC in the amount of 199 876 shares (50.53% of authorized capital) owned by the State of Republic of Belarus should be sold on a competitive basis. Condition of selling of the above mentioned holding of shares on a competitive basis is the following: “To provide “Vitebsk Instrument Making Plant” OJSC within two-year time period of the date of signing of sale agreement of shares with monetary funds in the amount of 1 900 million USD in return for shares of additional issuance. To direct the monetary funds granted to the company to technical re-equipment of manufacturing of various kinds of accessories and deposition of protective decorative galvanic and vacuum covering.”