Decision No. 177/2004/QĐ-BCN on transferring the Hanoi Textile - Garment Company, an independent accounting affiliate of the Vietnam Textile - Garment Corporation, to pilot the parent company - subsidiary company model

DECISION OF THE MINISTER OF INDUSTRY

Regarding the transfer of Hanoi Textile - Garment Joint Stock Company, an independent accounting subsidiary of Vietnam Textile - Garment Corporation, to pilot organization and operation

Under Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization and management of state corporations and the transformation of state corporations and independent state companies into parent company - subsidiary models;

Pursuant to the holding company-subsidiary model

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 Decision No. 117/2004/QĐ-TTg dated June 29, 2004 of the Prime Minister on piloting organization and operation under the parent company - subsidiary model at Hanoi Textile - Garment Joint Stock Company, a subsidiary of Vietnam Textile - Garment Corporation;

Transfer Hanoi Textile - Garment Joint Stock Company, an independent accounting subsidiary of Vietnam Textile - Garment Corporation, to pilot organization and operation under the parent company - subsidiary model within the structure of Vietnam Textile - Garment Corporation.

Considering the proposal of the Board of Directors of Vietnam Textile - Garment Holding Corporation (Proposal No. 2175/TT-HĐQT dated November 26, 2004);

At the suggestion of the Director of the Department of Organization and Cadres,

DECISION:

Article 1. The parent company shall be formed from the Office and DENIM Weaving Factory, and Hanoi Spinning Factory of the current Hanoi Textile - Garment Joint Stock Company.

Article 2. The parent company is a state-owned enterprise directly engaged in production and business activities and has capital investment in other companies, responsible for preserving and developing state capital in the parent company and in invested companies.

a) Name of the parent company: Hanoi Textile - Garment Joint Stock Company;

c) Abbreviation: HANOSIMEX;

b) International trading name: HANOI TEXTILE - GARMENT COMPANY;

d) Head office: No. 1 Mai Dong Street, Hoang Mai District, Hanoi City;

đ) Business activities of the parent company:

- Production, trading, import and export of textile and garment products; raw materials, auxiliary materials, equipment, spare parts for the textile and garment industry;

- Trading, import and export of cotton, fiber, auxiliary materials, chemicals, dyes, equipment, machinery for the textile and garment industry; electrical materials, electronic materials, plastic, rubber; consumer goods;

- Warehousing and transportation services; leasing offices and workshops; investment and operation of infrastructure;

- Hotel, restaurant, supermarket, entertainment service operations;

- Scientific and technological services, repair and maintenance of equipment;

- Installation of industrial equipment, refrigeration systems, auxiliary equipment for the textile and garment industry;

e) Registered capital of the parent company as of December 31, 2003 was 155,188,892,395 VND (One hundred fifty-five billion, one hundred eighty-eight million, eight hundred ninety-two thousand, three hundred ninety-five dong).

- Other businesses as prescribed by law.

g) Management structure of the parent company includes: General Director and supporting staff.

2. Subsidiaries: are joint stock companies in which the parent company holds controlling shares.

3. Other companies with capital contribution from the parent company: are joint stock companies in which the parent company does not hold controlling shares. (List of subsidiaries and other companies with capital contribution from the parent company attached as Appendix).

4. Rights and obligations of the parent company; organization and management of the parent company; relations between the parent company and subsidiaries, and other companies with capital contribution from the parent company; relations between the parent company and Vietnam Textile - Garment Corporation and relevant state agencies are stipulated in the Charter of the parent company's organization and operation.

5. The parent company is responsible for succeeding all legal rights and obligations of the current Hanoi Textile - Garment Joint Stock Company.

The Board of Directors of Vietnam Textile - Garment Corporation is responsible for directing the General Director of Hanoi Textile - Garment Joint Stock Company:

Article 3. 1. To draft the Charter of the parent company's organization and operation for approval by the Minister of Industry;

3. To develop a plan for handling assets, finance, and labor of the parent company when transferring Hanoi Textile - Garment Joint Stock Company to operate under the parent company - subsidiary model, report to Vietnam Textile - Garment Corporation to coordinate with relevant state agencies for examination and approval;

2. Drafting the Financial Regulations of the Parent Company for submission to the Minister of Finance for approval;

4. Summarize and conclude practical experiences from piloting the parent company - subsidiary model, report

The Director of the Ministry's Office, the Director of the Ministry's Inspectorate, the Heads of Departments and Bureaus under the Ministry, the Chairman of the Board of Directors, the General Director of Vietnam Textile - Garment Corporation, the General Director of Hanoi Textile - Garment Joint Stock Company, and the Heads of related units are responsible for implementing this Decision./.

Article 4. 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, the Directors of Bureaus under the Ministry, the Chairman of the Board of Directors, the General Director of the Vietnam Textile - Garment Corporation, the General Director of the Hanoi Textile - Garment Company, and the Heads of related units are responsible for implementing this Decision./.