Decision No. 135/2004/QD-BCN On converting the Dong Phuong Textile Company into the Dong Phuong Textile Joint Stock Company

Pursuant to …;

Regarding the transformation of the Phuong Dong Garment Company into

the Phuong Dong Garment 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 the Vietnam Textile and Garment Corporation (Proposal No. 2045 TTr/HĐQT dated November 8, 2004), the privatization plan for the Phuong Dong Garment Company, and the assessment report on the plan by the Enterprise Reform and Development Board of the Ministry dated November 10, 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 privatization plan for the Phuong Dong Garment Company (an independent accounting member enterprise of the Vietnam Textile and Garment Corporation) which includes the following main points:

1. Capital structure:

The charter capital of the joint stock company is 27,000,000,000 VND (Twenty-seven billion VND). Of this amount:

- State shareholding ratio: 51.00%;

- The proportion of shares sold to employees within the company: 47.33%;

- The proportion of shares sold outside the company: 1.67%.

Value of one share: 100,000 VND.

2. The actual value of the Phuong Dong Garment Company at the time of December 31, 2003 for privatization (Decision No. 2778/QĐ-TCKT dated October 25, 2004 of the Ministry of Industry) is 189,677,779,199 VND. Among this, the actual value of the State's capital portion in the company is 27,617,350,280 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 4,186 employees within the company is 117,215 shares with a preferential value of 3,516,450,000 VND.

4. Regarding the privatization costs, retraining, and resolution of surplus labor, the company will process the necessary procedures, report to the Vietnam Textile and Garment Corporation, and seek approval from relevant state authorities according to current regulations.

Article 2. Transforming the Phuong Dong Garment Company into the Phuong Dong Garment Joint Stock Company,

- International trade name: PHUONGDONG GARMENT JOINT STOCK COMPANY;

2. Certificate of establishment or decision on establishment of the organization (No...issued by the ministry, department, local government of...on...); PDG;

- Main office: No. 01B, Quang Trung Street, Ward 12, Go Vap District, Ho Chi Minh City.

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

- Production and business of garments, raw materials, auxiliary materials, equipment, spare parts, dyeing chemicals, and other products related to the textile and garment industry;

- Trading and import/export of food technology goods; agricultural, forestry, and marine products; handicrafts and fine arts; transportation means, automobiles, motorcycles; office equipment; fashion design equipment; electrical and electronic materials, and other consumer industrial goods;

- Trading of rubber and rubber products; paper, cardboard, and paper-based products; glass and glass products; iron, steel, and iron and steel products; colored metals; mechanical machinery and equipment; optical, measuring, and medical instruments; trading of petroleum products;

- Acting as a sales agent for various materials and goods;

- Construction of industrial infrastructure and civil infrastructure;

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

Article 4. The Phuong Dong Garment Joint Stock Company shall be a legal entity under Vietnamese law from the date of registration for business operations; it shall be entitled to use its own seal and open bank accounts in accordance with the law; it shall organize and operate in accordance with the Articles of Association of the joint stock company and the Law on Enterprises.

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

The General Director and Chief Accountant of the Phuong Dong Garment Company 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 Phuong Dong Garment Joint Stock Company.

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

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 the Vietnam Textile and Garment Corporation, the General Director of the Phuong Dong Garment Company, and the Chairman of the Board of Directors and General Director of the Phuong Dong Garment Joint Stock Company are responsible for implementing this Decision./.