Decision No. 2882/QD-BCN Regarding the approval of the plan and the conversion of Duc Giang Textile Company into Duc Giang Textile Joint Stock Company

Pursuant to …;

Regarding the approval of the plan and the transformation of Duc Giang Textile Company into Duc Giang Textile Joint Stock Company

_________________________

THE MINISTER OF INDUSTRY

Pursuant to Decree No. 55/2003/NĐ-CP dated May 28, 2003 of the Government on the conversion of state-owned enterprises into joint stock companies;
Pursuant to Decision No. 2348/QĐ-TCKT dated July 18, 2004 of the Minister of Industry on determining the value of Duc Giang Textile Company under Vietnam Textile - Garment Corporation for shareholding reform;
Considering the proposal of Vietnam Textile - Garment Corporation (Memorandum No. 1437/TTr-HĐQT dated September 12, 2005), the Shareholding Reform Plan of Duc Giang Textile Company and the Audit Report of the Enterprise Renewal and Development Board of the Ministry dated August 17, 2005;
At the proposal of the Enterprise Renewal and Development Board and the Director of the Personnel and Organization Department,

Pursuant to …;

Article 1. Approves the Shareholding Reform Plan of Duc Giang Textile Company (a subsidiary operating independently under Vietnam Textile - Garment Corporation) with the main contents as follows:

1. Vietnamese name: Duc Giang Textile Joint Stock Company;

- Trading name: MAYDUCGIANG JOINT STOCK COMPANY;

- Abbreviation: DUGACO;

- Head office: No. 59 Duc Giang Street, Long Bien District, Hanoi.

2. Duc Giang Textile Joint Stock Company shall have legal personality under Vietnamese law from the date of registration for business; it shall operate an independent economic accounting system; it shall have 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 Enterprise Law.

3. The joint stock company engages in the following businesses:

- Production, trading, import and export of textile products, raw materials, machinery, spare parts, and components for the textile industry;

- Trading, import and export of handicraft products, agricultural, forestry, marine, and food technology products;

- Trading of household goods, office equipment, transportation means, electrical materials, electronics, refrigeration, rubber;

- Import of iron and steel, wood, machinery, equipment, raw materials for production and trading, trading of non-ferrous metals (zinc, aluminum, copper, lead) as raw materials for production; - Transportation services by road and waterway;

- Export and import services;

- Real estate trading, construction, and leasing of offices, shopping centers, supermarkets, and residential buildings;

- Restaurant, hotel, accommodation tourism services; domestic and international travel agency services;

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

4. Registered capital and structure of issued shares:

a) Registered capital: 38,050,000,000 Vietnamese dong (Thirty-eight billion, fifty million dong);

b) The initial public offering shares amount to 38,050,000,000 Vietnamese dong, corresponding to 3,805,000 shares, each share having a par value of 10,000 Vietnamese dong, including:

- State shares: 1,940,550,000 shares, accounting for 51% of the registered capital;

- Preferential shares sold to employees within the enterprise: 993,435 shares, accounting for 26% of the registered capital;

- Preferential shares sold to strategic investors: 110,015 shares, accounting for 3% of the registered capital;

- Shares sold through public auction: 761,000 shares, accounting for 20% of the registered capital.

5. Starting price for public auction: 10,500 Vietnamese dong per share.

The entity selling shares: Textile Finance Company.

6. Preferences for employees and strategic investors:

a) Total preferential shares sold to 2,924 employees within the enterprise amounting to 993,435 shares, according to the Shareholding Reform Plan of the enterprise.

b) Strategic investor Da Lat Trading Company (Address: Km 2.5 Phung Hung Road, Ha Tay Province) is entitled to purchase preferential shares amounting to 110,015 shares.

7. Employee restructuring plan:

- Total number of employees at the time of shareholding reform: 3,361 people;

- Total number of employees transferred to the Joint Stock Company: 3,306 people;

- Total number of surplus employees: 55 people. Among them, according to Decree 41/2002/NĐ-CP: 47 people, according to the Labor Code: 08 people.

8. Training plan for employees to be transferred to the Joint Stock Company:

- Total number of employees requiring retraining: 675 people;

- Budget for retraining expenses: 932,400,000 Vietnamese dong.

9. Shareholding reform costs: 400,000,000 Vietnamese dong.

The General Director of Duc Giang Textile Company decides and is responsible for the actual shareholding reform costs of the company and implements the settlement of preferential treatment for employees, preferential treatment for strategic investors, surplus labor costs, and retraining expenses for employees in accordance with the regulations of the State.

Article 2. The Enterprise Reform and Development Board of the Ministry shall be responsible for directing the Vietnam National Textile and Garment Corporation and the Duc Giang Garment Company to carry out the sale of shares, settle preferential benefits for employees, provide preferential benefits for strategic investors, cover shareholding transformation costs, labor redundancy funds, retraining expenses, organize the first General Meeting of Shareholders of the Joint Stock Company, and perform other necessary tasks to convert the company into a joint stock company in accordance with the provisions of the law.

The General Director of the Duc Giang Garment Company shall be responsible for managing and operating the company until the transfer of all assets, capital, workforce, and land to the joint stock company, and shall be accountable for the business results of the company in accordance with current laws.

Article 3. This Decision shall take effect from the date of signature.

The Head of the Ministry's Office, the Inspector General of the Ministry, the Heads of Departments and Bureaus under the Ministry, the Enterprise Reform and Development Board of the Ministry, the Board of Directors of the Vietnam National Textile and Garment Corporation, the General Director of the Duc Giang Garment Company, and the Board of Directors of the Duc Giang Garment Joint Stock Company shall be responsible for implementing this Decision.