Decision No. 105/2004/QĐ-BCN On the conversion of Textile Company 10 to Textile Joint Stock Company 10

Pursuant to …;

Regarding the conversion of Company 10 Textile to Joint Stock Company 10 Textile

 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 Textile and Garment Corporation (Report No. 1749 TTr/HĐQT dated September 20, 2004), the plan for the shareholding transformation of Company 10 Textile, and the appraisal report of the Enterprise Reform and Development Board of the Ministry dated September 22, 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 shareholding transformation of Company 10 Textile (an independent accounting member enterprise of Vietnam Textile and Garment Corporation) including the main points as follows:

1. Capital structure:

The charter capital of the joint stock company is 54,000,000,000 VND (Fifty-four billion VND). Among which:

- Shareholding ratio sold outside the company: 10.04%.

- The proportion of shares sold to employees of the company: 49.00%;

The value of one share: 100,000 VND.

2. The actual value of Company 10 Textile at the time of December 31, 2003 for shareholding transformation (Decision No. 2342/QD-TCKT dated September 3, 2004 of the Ministry of Industry) is 191,582,176,851 VND. Among this, the actual value of the State's capital portion in the company is 54,364,533,575 VND.

3. Benefits for employees of the company.

A total of 264,600 preferential shares were sold to 5,767 employees of the company with a preferential value of 7,938,000,000 VND.

4. Regarding the costs of shareholding transformation, retraining, and handling surplus labor, the company will process and report to Vietnam Textile and Garment Corporation and relevant state agencies for approval according to current regulations.

Article 2. Convert Company 10 Textile to Joint Stock Company 10 Textile,

- International trade name: GARMENT 10 JOINT STOCK COMPANY;

- Abbreviation: GARCO 10;

- Head office: Sai Dong Ward, Long Bien District, Hanoi City.

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

- Producing various types of clothing and textile accessories;

- Trading in handicrafts, food industry products, and consumer goods;

- Operating offices, real estate, housing for workers;

- Training and exporting labor;

- Direct import and export;

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

Article 4. Joint Stock Company 10 Textile shall be a legal entity under Vietnamese law from the date of registration for business operations, shall use its own seal, open bank accounts in accordance with the law, operate in accordance with the Articles of Association of the joint stock company and the Law on Enterprises.

Article 5. Vietnam Textile and Garment Corporation is responsible for directing Company 10 Textile to organize the sale of shares and convene the first General Meeting of Shareholders of the joint stock company in accordance with current regulations.

Joint Stock Company 10 Textile shall succeed to all rights and obligations of Company 10 Textile towards its contribution to Phu Dong Textile Limited Liability Company.

The General Director and Chief Accountant of Company 10 Textile are responsible for managing the company's operations until the transfer of all capital, assets, labor, and land to the Board of Directors and General Director of the joint stock company.

Article 6. This Decision takes effect fifteen days from the date of publication in the Official Gazette.

The Heads of the Office of the Ministry, the Inspectorate of the Ministry, the Department Heads, Bureau Chiefs under the Ministry, the Chairman of the Board of Directors, and the General Director of Vietnam Textile and Garment Corporation, the General Director of Company 10 Textile, and the Chairman of the Board of Directors and the General Director of Joint Stock Company 10 Textile are responsible for implementing this Decision./.