Decision No. 04/2006/QD-BCN on the establishment of the Parent Company - Phong Phu Textile Corporation

Pursuant to …;

Regarding the establishment of the Parent Company - Phong Phu Textile Corporation

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. 153/2004/NĐ-CP of the Government dated August 9, 2004 on the organization and management of state-owned companies and the transformation of state-owned corporations and independent state-owned companies into parent company - subsidiary models;

Pursuant to Document No. 374/TTg-ĐMDN dated March 6, 2006 of the Prime Minister regarding the transition of the Phong Phu Textile Corporation to operate under the parent company - subsidiary model;

Considering the proposal of the Vietnam Textile and Garment Corporation at Report No. 155/TT-HĐQT dated February 14, 2006 regarding the transition of the Phong Phu Textile Corporation to operate under the parent company - subsidiary model;

At the recommendation of the Director of the Personnel and Organization Department,

DECISION:

Article 1. Establish the Parent Company - Phong Phu Textile Corporation based on restructuring the office and dependent accounting units of the current Phong Phu Textile Corporation.

1. The Parent Company is a state-owned enterprise with legal personality, seal, emblem, charter of organization and operation; it is entitled to open accounts at the state treasury and banks in accordance with the law; it operates independently; it is responsible for inheriting all legal rights and obligations of the Phong Phu Textile Corporation.

The Parent Company is part of the organizational structure of the Vietnam Textile and Garment Corporation.

2. The Parent Company has:

a) Vietnamese name: Phong Phu Textile Corporation;

b) International trading name: PHONG PHU CORPORATION;

c) Abbreviation: PHONG PHU CORP;

d) Head office: Ward Tăng Nhơn Phú B, District 9, Ho Chi Minh City.

3. The registered capital of the Parent Company is 181,491,047,659 VND (One hundred eighty-one billion, four hundred ninety-one million, forty-seven thousand, six hundred fifty-nine dong even).

4. Business activities of the Parent Company:

a) Production and trade of yarn, fabric, towels, embroidery thread, ready-made garments;

b) Trade of cotton, chemical fibers, dyes, machinery, spare parts serving the textile and garment industry;

c) Trade of real estate, construction, and leasing of industrial infrastructure, factories, warehouses serving production and business operations of the Company;

d) Trade of fashion goods, food technology, cosmetics, agricultural, forestry, marine products, handicrafts, office equipment, electrical materials, electronics, plastic products;

đ) Construction and trade of tourist areas; catering and entertainment services; tourism and hotel services;

e) Extraction, processing, and trade of forest products, minerals, sand, stone, gravel;

g) Production and trade of electricity;

h) Other business activities as prescribed by law;

5. Management structure of the Parent Company includes: General Director, Deputy General Directors, Executive Directors, Chief Accountant, and supporting staff.

6. Rights and obligations of the Parent Company; organization and management of the Parent Company; relationships between the Parent Company and subsidiaries, companies with Parent Company's equity participation; relationships between the Parent Company and the Vietnam Textile and Garment Corporation and competent state agencies are regulated in the Charter of organization and operation of the Parent Company.

Article 2. Subsidiaries and companies with Parent Company's equity participation.

1. Subsidiaries are joint-stock companies and limited liability companies with two or more members where the Parent Company holds controlling shares (over 50% of the registered capital), organized and operated according to relevant laws corresponding to the legal form of the subsidiaries, including:

a) Hue Import-Export Joint-Stock Company;

b) Phong Phu Import-Export Trading Joint-Stock Company;

c) Equipment and Spare Parts Trading Joint-Stock Company;

d) Phong Phu Yarn Joint-Stock Company;

đ) Hanoi Embroidery Thread Joint-Stock Company;

e) Ba Loc Yarn Joint-Stock Company;

g) Dong Nam Weaving Joint-Stock Company;

h) Thuận Phú Tourism and Trade Limited Liability Company.

2. Companies with non-controlling equity participation from the Parent Company are companies with less than 50% of the registered capital held by the Parent Company, organized as joint-stock companies, limited liability companies with two or more members, and foreign joint ventures, operating according to relevant laws corresponding to their legal forms, including:

a) Phong Phu Investment and Development Joint-Stock Company;

b) Phuoc Long Textile and Service Production Joint-Stock Company;

c) Phong Duc Construction Limited Liability Company;

d) Coast Phong Phu Joint Venture.

Article 3. Direct the Board of Directors of the Vietnam Textile and Garment Corporation to instruct the General Director of the Phong Phu Textile Corporation:

1. To draft the Charter of organization and operation of the Parent Company for submission to the Minister of Industry for approval;

2. To draft the Financial Regulations of the Parent Company for submission to the Minister of Finance for approval.

Article 4. This Decision takes effect fifteen days after its publication in the Official Gazette.

The Heads of the Ministry’s Office, Inspectorate, Departments, Bureaus, the Board of Directors, General Director of the Vietnam Textile and Garment Corporation, General Director of the Phong Phu Textile Corporation, and Heads of related units are responsible for implementing this Decision./.