Decision No. 154/2004/QĐ-BCN On the conversion of the Leather Shoes Company of Hanoi into the Investment and Import-Export Leather Shoes Joint Stock Company of Hanoi

Pursuant to …;

Regarding the conversion of the Hanoi Leather Company into the Hanoi Leather and Footwear Import-Export Investment Joint Stock Company

Investment, Import and Export of Leather and Footwear in Hanoi

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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 Hanoi Leather Company (Letters No. 261/CV-DGHN dated November 9, 2004 and No. 219/DG-HN dated November 29, 2004), the plan for the conversion of the Hanoi Leather Company into a joint stock company, and the Minutes of the Appraisal Board of the Enterprise Reform and Development Department of the Ministry dated November 17, 2004;

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

DECISION:

Article 1. Approves the plan for the conversion of the Hanoi Leather Company (a subsidiary of the Ministry of Industry) including the following main points:

1. Capital structure:

The charter capital of the joint stock company is 50,000,000,000 VND (Fifty billion VND). Of which:

- Shareholding ratio sold outside the company: 10.04%.

- The proportion of shares sold to employees within the company: 37.41%;

- The proportion of shares sold outside the company: 11.59%.

Value of one share: 100,000 VND.

2. The actual value of the Hanoi Leather Company at the time of March 31, 2003 for the purpose of conversion (Decision No. 2158/QĐ-TCKT dated September 24, 2004 of the Ministry of Industry) is 153,546,873,804 VND. Of which, the actual value of the State's capital in the company is 50,479,153,655 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 1,445 employees within the company is 51,902 shares with a preferential value of 1,557,060,000 VND.

4. Regarding the costs of conversion, retraining of employees, and resolution of surplus labor, the company will process the necessary procedures and report to the Ministry of Industry and relevant state authorities for approval according to current regulations.

Article 2. Convert the Hanoi Leather Company into the Hanoi Leather and Footwear Import-Export Investment Joint Stock Company,

- International trade name: HANOI LEATHER AND SHOES IMPORT-EXPORT INVESTMENT JOINT STOCK COMPANY, abbreviated name: HANSHOES. JSC;

- Head office address: 409 Tam Trinh Street, Hoang Mai District, Hanoi City.

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

- Production and import-export of various types of export fabric shoes, leather shoes, sports shoes, high-end fashion shoes, and indoor slippers made from leather, faux leather, rubber, fabric, PU plastic, PVC plastic materials;

- Trading and acting as agents for domestic and foreign businesses in raw materials, chemicals, machinery, and equipment for the leather and footwear industry;

- Trading in machinery, tools, electrical appliances, household electrical appliances, hand-held machine tools; trading in consumer goods, agricultural, forestry, and mineral products;

- Entrusted import-export;

- Production and trading of bottled water and carbonated beverages;

- Investment in construction and real estate business;

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

Article 4. The Hanoi Leather and Footwear Import-Export Investment Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations; it may 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 Hanoi Leather Company shall organize the sale of shares and convene the first General Meeting of Shareholders of the Hanoi Leather and Footwear Import-Export Investment Joint Stock Company in accordance with current regulations.

The Director and Chief Accountant of the Hanoi Leather Company are responsible for managing the company's affairs until the transfer of all capital, assets, employees, and land to the Board of Directors and the General Director 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 Director of the Hanoi Leather Company, and the Chairman of the Board of Directors and the General Director of the Hanoi Leather and Footwear Import-Export Investment Joint Stock Company are responsible for implementing this Decision./.