Decision No. 144/2004/QĐ-BCN on transferring seven enterprises in Zone B of Viet Tien Textile Joint Stock Company to Viet Thinh Textile Joint Stock Company.

Pursuant to …;

Regarding the transfer of 7 Textile Factories in Zone B of Viet Tien Textile Company

to become Viet Thinh Textile 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 National Textile and Garment Corporation (Memorandum No. 2119/TTr-CPH dated November 22, 2004), the privatization plan for 7 Textile Factories in Zone B of Viet Tien Textile Company and the Appraisal Report on the Plan by the Ministry's Enterprise Reform and Development Board on October 27, 2004;

At the proposal of the Enterprise Reform and Development Board and the Director of the Personnel and Organization Department,

DECISION:

Article 1. Approving the privatization plan for 7 Textile Factories in Zone B of Viet Tien Textile Company (a subsidiary operating independently under Vietnam National Textile and Garment Corporation) as follows:

1. Capital structure:

The charter capital of the joint stock company is 26,000,000,000 VND (Twenty-six billion VND). Of which:

State shareholding ratio: 25.00%;

Shareholding ratio sold to employees of the 7 factories: 58.60%;

Shareholding ratio sold outside the enterprise: 16.40%.

Value of one share: 100,000 VND.

2. The actual value of the 7 Textile Factories in Zone B of Viet Tien Textile Company at the time of privatization on March 31, 2004 (Decision No. 2545/QĐ-TCKT dated September 29, 2004 of the Ministry of Industry) is 51,227,151,123 VND. Among this, the actual value of the state capital in the 7 factories is 15,348,670,055 VND.

3. Employee benefits in the 7 factories.

A total of 52,882 shares with a discounted value of 1,586,460,000 VND were sold preferentially to 840 employees in the 7 factories.

4. Regarding the costs of privatization, retraining, and resolving surplus labor in the 7 factories, Viet Tien Textile Company will handle the procedures, report to Vietnam National Textile and Garment Corporation and relevant state authorities for approval according to current regulations.

Article 2. Transfer 7 Textile Factories in Zone B of Viet Tien Textile Company to become Viet Thinh Textile Joint Stock Company,

International trade name: VIETTHINH GARMENT JOINT STOCK COMPANY;

Abbreviation: VTC;

Head office: No. 58 Thoai Ngoc Hau Street, Hoa Thanh Ward, Tan Phu District, Ho Chi Minh City.

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

Producing various types of textile products;

Direct import and export;

Laundry, printing, embroidery services and production of packaging materials;

Trading in raw materials and accessories for garments;

Short-term training services in industrial cutting and sewing;

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

Article 4. Viet Thinh Textile Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations; it can use its own seal and open bank accounts in accordance with the law; it organizes and operates according to the Articles of Association of the joint stock company and the Law on Enterprises.

Viet Thinh Textile Joint Stock Company is a related company of Viet Tien Textile Company, a subsidiary operating independently under Vietnam National Textile and Garment Corporation piloting the parent-subsidiary model.

Article 5. Assigning Vietnam National Textile and Garment Corporation to direct Viet Tien Textile Company to sell shares and organize the first General Meeting of Shareholders of Viet Thinh Textile Joint Stock Company in accordance with current regulations.

The General Director and Chief Accountant of Viet Tien Textile Company are responsible for managing the operations of these 7 factories until the full transfer of 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 National Textile and Garment Corporation, the General Director of Viet Tien Textile Company, and the Chairman of the Board of Directors and General Manager of Viet Thinh Textile Joint Stock Company are responsible for implementing this Decision./.