Decision No. 162/2004/QĐ-BCN on converting the An Phú Shoe Workshop under the An Lac Shoe Company into the An Phú Shoe Joint Stock Company

Pursuant to …;

Regarding the transfer of An Phu Shoe Enterprise under An Lac Shoe Company to An Phu Shoe Joint Stock Company

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;

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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;

Considering the proposal of An Lac Shoe Company (Document No. 636/CV-TH dated December 4, 2004), the privatization plan for An Phu Shoe Enterprise, and the appraisal report of the Enterprise Reform and Development Board of the Ministry dated December 7, 2004;

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

Approves the privatization plan for An Phu Shoe Enterprise under An Lac Shoe Company (a subsidiary of the Ministry of Industry) as follows: 1. Capital structure:

DECISION:

Article 1. The charter capital of the joint stock company is VND 4,215,000,000 (Four billion two hundred fifteen million dong).

- State shareholding ratio: 30.00%;

- Shareholding ratio sold to employees within the enterprise: 63.38%;

- Shareholding ratio sold outside the enterprise: 6.62%.

The value of one share: VND 100,000.

2. The actual value of An Phu Shoe Enterprise at the valuation date of December 31, 2003 for privatization (Decision No. 3167/QĐ-TCKT dated November 26, 2004 of the Ministry of Industry) is VND 4,251,896,014. Of which, the actual value of the state capital at the enterprise is VND 4,251,896,014.

3. Preferential treatment for employees in the enterprise.

A total of 20,201 preferential shares worth VND 606,030,000 are sold to 406 employees in the enterprise.

4. Regarding the privatization costs, retraining of employees, and surplus labor resolution of the enterprise, An Lac Shoe Company will handle the procedures, report to the Ministry of Industry and relevant state authorities for approval according to current regulations.

Transfer An Phu Shoe Enterprise under An Lac Shoe Company to An Phu Shoe Joint Stock Company,

- International trade name: ANPHU FOOTWEAR JOINT STOCK COMPANY;

Article 2. - Head office: Zone 5, Tran Quang Dieu Ward, Phu Tai Industrial Zone, Quy Nhon City, Binh Dinh Province.

The joint stock company engages in the following business activities:

- Production and trading of leather, faux leather, and textile products;

Article 3. - Direct import and export;

- Trading of ready-made garments;

An Phu Shoe Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, operates independently economically, uses its own seal, opens bank accounts in accordance with the law, and operates according to the Articles of Association of the joint stock company and the Law on Enterprises.

Entrusts An Lac Shoe Company to manage the state capital in An Phu Shoe Joint Stock Company.

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

Article 4. An Lac Shoe Company organizes the sale of shares and convenes the first General Meeting of Shareholders of An Phu Shoe Joint Stock Company in accordance with the law.

Article 5. The Director and Chief Accountant of An Lac Shoe Company are responsible for managing the affairs of the enterprise until the full transfer of capital, assets, labor, and land to the Board of Directors and General Manager of the joint stock company.

The Secretary-General of the Ministry, the Inspector-General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Director of An Lac Shoe Company, the Director of An Phu Shoe Enterprise, and the Chairman of the Board of Directors and General Manager of An Phu Shoe Joint Stock Company are responsible for implementing this Decision./.

The General Director and Chief Accountant of An Lac Shoe Company are responsible for managing the operations of the Workshop until the entire capital, assets, labor, and land are transferred to the Board of Directors and 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 Directors of Bureaus under the Ministry, the General Director of An Lac Shoe Company, the General Director of An Phu Shoe Workshop, and the Chairman of the Board and General Director of An Phu Shoe Joint Stock Company are responsible for implementing this Decision./.