Decision No. 143/2004/QĐ-BCN on transferring the Nam Dinh Textile Machinery Company to the Nam Dinh Textile Machinery Joint Stock Company

Pursuant to …;

Regarding the conversion of Nam Dinh Textile Machinery Companyname,

Nam Dinh Textile Machinery 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 Vietnam Textile and Garment Corporation (Proposal No. 2047 TTr/HĐQT dated November 8, 2004), the plan for the conversion of Nam Dinh Textile Machinery Company to a joint stock company and the appraisal report on the plan by the Board of Enterprise Reform and Development of the Ministry dated November 4, 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 conversion of Nam Dinh Textile Machinery Company (a subsidiary operating independently under Vietnam Textile and Garment Corporation) including the following main points:

1. Capital structure:

The charter capital of the joint stock company is 4,000,000,000 VND (Four billion VND). Of which:

- State shareholding ratio: 15.00%;

- Shareholding ratio sold to employees of the company: 85.00%.

- Value of one share: 100,000 VND.

2. The actual value of Nam Dinh Textile Machinery Company at the valuation date of December 31, 2003 for the purpose of conversion (Decision No. 1941/QĐ-TCKT dated July 26, 2004 of the Ministry of Industry) is 15,772,233,107 VND. Of which, the actual value of the state capital portion in the company is 3,905,740,816 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 279 employees of the company is 34,000 shares with a preferential value of 1,020,000,000 VND. Of which, preferential shares sold on credit to 59 poor employees are 2,734 shares, valued at 191,380,000 VND.

4. Regarding the costs of conversion, retraining of employees, and resolution of surplus labor, the company will process and report to Vietnam Textile and Garment Corporation and relevant state authorities for approval according to current regulations.

Article 2. Converts Nam Dinh Textile Machinery Company into Nam Dinh Textile Machinery Joint Stock Company,

- International trade name: NAMDINH TEXTILE GARMENT ENGINEERING JOINT STOCK COMPANY;

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

- Main office: No. 1 Le Loi Street, Nam Dinh City, Nam Dinh Province.

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

- Production and business of mechanical products, textile machinery technology items, cardboard packaging (3, 5, 7 layers);

- Mechanical services, dismantling, major repairs, installation of machinery and equipment;

- Agency sales of steel and textile products;

- Vocational training services: mechanical, cardboard packaging, textile combs;

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

Article 4. Nam Dinh Textile Machinery Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations; it is entitled to use its own seal and open bank accounts in accordance with the law; it organizes and operates 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 Nam Dinh Textile Machinery Company to organize the sale of shares and to organize the first General Meeting of Shareholders of the joint stock company in accordance with current regulations.

The Director and Chief Accountant of Nam Dinh Textile Machinery 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 Manager of the joint stock company.

Article 6. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

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