Decision No. 202/2003/QĐ-BCN on transferring Nam Dinh Textile Company to Nam Dinh Textile Joint Stock Company

Pursuant to …;

Regarding the conversion of Nam Dinh Textile Company into Nam Dinh 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 (Petition No. 2187 TTr/HĐQT dated November 14, 2003), the plan for the shareholding reform of Nam Dinh Textile Company, and the verification report of the Enterprise Reform and Development Board of the Ministry dated November 20, 2003;

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

Pursuant to …;

Article 1. Approves the plan for the shareholding reform of Nam Dinh Textile Company (an independent accounting member enterprise of Vietnam National Textile and Garment Corporation) including the following main points:

1. Capital structure:

The charter capital of the joint stock company is 12,000,000,000 VND (Twelve billion VND). Among which:

- Shareholding ratio sold outside the company: 10.04%.

- The proportion of shares sold to employees of the company: 49.00%;

The value of one share: 100,000 VND.

2. The actual value of Nam Dinh Textile Company at the time of December 31, 2002 for the purpose of shareholding reform (Decision No. 2865/QĐ-TCKT dated November 3, 2003 of the Ministry of Industry) is 28,794,887,528 VND. Among this, the actual value of the State capital in the company is 11,892,365,571 VND.

3. Preferential treatment for employees of the Company.

The total number of preferential shares sold to 1,197 employees within the company is 58,800 shares with a preferential value of 1,764,000,000 VND. Among these, the number of deferred payment preferential shares sold to 84 poor employees is 4,865 shares, valued at 340,550,000 VND.

4. Regarding the costs of shareholding reform, retraining, and surplus labor resolution, the company shall process and report to Vietnam National Textile and Garment Corporation and relevant state agencies for approval according to current regulations.

Article 2. Convert Nam Dinh Textile Company into Nam Dinh Textile Joint Stock Company,

- International trade name: NAMDINH GARMENT JOINT STOCK COMPANY;

- Abbreviation: NAGACO;

- Head office: No. 46 Tran Hung Dao Street, Nam Dinh City, Nam Dinh Province.

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

- Production and trading of textile and garment products;

- Direct import and export;

- Trading of raw materials, auxiliary materials, and spare parts for the textile and garment industry;

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

Article 4. Nam Dinh Textile Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, independently accounting for economic activities, using its own seal, opening bank accounts in accordance with the law, operating in accordance with the Articles of Association of the joint stock company and the Law on Enterprises.

Article 5. Vietnam National Textile and Garment Corporation is responsible for directing Nam Dinh Textile 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 General Director and Chief Accountant of Nam Dinh Textile 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 Director of Nam Dinh Textile Joint Stock Company.

Article 6. 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 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 Nam Dinh Textile Company, and the Chairman of the Board of Directors and General Director of Nam Dinh Textile Joint Stock Company are responsible for implementing this Decision./.