Decision No. 316/2005/QD-TTg Regarding the establishment of the Parent Company - Vietnam National Textile and Garment Corporation

DECISION

Regarding the establishment of the Parent Company - Vietnam Textile and Garment Corporation

PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated June 12, 1999;

Pursuant to the State Enterprise Law dated November 26, 2003;

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

Pursuant to Decision No. 314/2005/QĐ-TTg dated December 2, 2005 of the Prime Minister approving the pilot project for the establishment of the Vietnam Textile and Garment Corporation;

Considering the proposal of the Board of Directors of the Vietnam Textile and Garment Corporation,

DECISION:

Article 1. The Vietnam Textile and Garment Corporation (hereinafter referred to as the Vietnam Textile and Garment Corporation) shall be established based on restructuring the management and operation agencies and some dependent accounting units of the current Vietnam Textile and Garment Corporation.

1. The Vietnam Textile and Garment Corporation is a state-owned enterprise with legal personality, seal, emblem, Articles of Organization and Operation; it is entitled to open accounts at the State Treasury and banks in accordance with the law; it has autonomy in business operations; it is responsible for inheriting all legal rights and obligations of the Vietnam Textile and Garment Corporation.

2. Full name: Vietnam Textile and Garment Corporation.

International trade name: Vietnam National Textile and Garment Group, abbreviated as: VINATEX.

3. Head office: 25 Ba Trieu Street, Hoan Kiem District, Hanoi City.

4. Registered capital of the Vietnam Textile and Garment Corporation: is the ownership capital of the Vietnam Textile and Garment Corporation as of January 1, 2005, after auditing.

5. Business activities of the Vietnam Textile and Garment Corporation:

- Textile and garment industry: production and trading of raw materials, components, equipment, accessories, chemicals, dyes, and final products of the textile and garment industry; production and trading of textile and garment products including various types of fibers, yarns, fabrics, ready-made garments, knitted goods, sewing threads, towels, woolen goods, carpets, rattan silk, and silk.

Production and trading: cotton fiber raw materials; belts, straps, packaging materials for cotton production and processing; technical services and trading of various crop seeds, fertilizers, and agricultural supplies; production of biological products serving the cotton industry (such as biological insecticides, organic microbial fertilizers, foliar fertilizers, plant growth regulators); processing of agricultural and forestry products; testing of cotton and crop seeds serving cotton and crop production in rotation systems with cotton such as corn, beans, etc.; testing of cotton fiber quality serving production and scientific research.

- Import and export: textile and garment products (including various types of cotton fibers, yarns, fabrics, ready-made garments, knitted goods, sewing threads, towels, woolen goods, carpets, rattan silk, silk, raw materials), equipment and spare parts for the textile and garment industry, accessories, chemicals, dyes; food technology products; agricultural, forestry, and marine products; handicrafts; automobiles, motorcycles, other consumer goods; office equipment; fashion design equipment; transportation means, electrical materials, electronics, rubber.

- Services: construction and installation of household and industrial electrical systems serving the textile and garment industry; installation of refrigeration systems; consulting and designing technological processes and machinery layout for the textile and garment and leather shoe industries; design, manufacture, and installation of industrial electrical systems, cranes, lifting and lowering systems, elevators; production, trading, and installation of mechanical and industrial machinery products; implementation of commercial and industrial services; quality inspection and testing of raw materials, chemicals, dyes, and textile and garment products; training, scientific research, and technology transfer services; vocational training services for industrial garment making, mechanical vocational training services, etc.; dispatching Vietnamese workers to work abroad for a limited period; agency purchase and sale of fuel oil; warehousing and bonded warehouse trading; design and construction services for the textile and garment industry and residential construction; scientific and technological services, tourism, hotel, restaurant, office, transportation, domestic travel agency services; investment and business infrastructure consulting, design, and service; catering services; entertainment services: electronic games, bowling, billiards, table tennis, and other recreational activities for children; air ticket sales agency and postal and telecommunications agency services.

- Trading: trading of chemical products; agricultural, forestry, and marine products; handicrafts; automobiles, motorcycles; other consumer goods; spare parts and equipment for the textile and garment industry; office equipment; office supplies; fashion design equipment; transportation means; electrical materials, electronics, plastics, rubber; nutritional drinks and cosmetics; spare parts, machines, and equipment for industry; optical tools, measurement and testing systems for experimental work; scrap and finished products of iron, steel, and colored metals.

Supermarket trading of textile and garment products and other consumer goods, including: investment in building supermarkets; leasing houses for business purposes (kiosks, shopping centers); leasing warehouses, parking lots, and vehicle storage services; trading of fashionable textile and garment products, food technology products, cosmetics, agricultural, forestry, and marine products, handicrafts, office equipment, office supplies, electrical materials, electronics, plastic goods, and other consumer goods.

- Financial business: financial intermediary activities, financial investment, banking, insurance, etc.

- Infrastructure, industrial zone, and urban area investment and business: real estate business with ownership or lease rights; development of housing, industrial zones, and urban areas; leasing of factories and workshops; rental housing services.

- Other businesses as prescribed by law.

6. Management and operation structure of the Vietnam Textile and Garment Corporation includes:

- The Vietnam Textile and Garment Corporation Board of Directors is the direct representative of the state owner at the Vietnam Textile and Garment Corporation, consisting of a maximum of nine members, including the Chairman of the Board of Directors and the Chief Inspector who are full-time members. Members of the Board of Directors are appointed by the Prime Minister upon the recommendation of the Minister of Industry.

- The Vietnam Textile and Garment Corporation Inspectorate is appointed by the Vietnam Textile and Garment Corporation Board of Directors, consisting of a maximum of five members, including the Chief Inspector who is a member of the Board of Directors.

- The General Director of the Vietnam National Textile and Garment Group shall be appointed by the Board of Directors of the Vietnam National Textile and Garment Group or contracted after being approved by the Prime Minister.

- The Deputy General Directors and Chief Accountant assisting the General Director shall be appointed by the Board of Directors of the Vietnam National Textile and Garment Group upon the recommendation of the General Director.

- The administrative support staff for the Board of Directors and the General Director includes offices and functional departments providing advisory services.

7. The organizational structure of the parent company - Vietnam National Textile and Garment Group at the time of establishment includes:

- Vietnam National Textile and Garment Import-Export Company,

- Service Trade Company No. 1,

- Ho Chi Minh City Textile and Garment Trading Company,

- Vietnam Fashion Merchandising Company,

- An Thinh Vinatex Investment and Construction Company,

- Consulting and Investment Services Company,

- Foreign Labor Cooperation Company,

- Yen My Dyeing Company,

- Son Tra Weaving Company,

- Can Tho Branch of the Vietnam National Textile and Garment Corporation.

8. Subsidiaries held 100% of charter capital by the Vietnam National Textile and Garment Group:

a) Companies operating under the parent-subsidiary model:

- Viet Tien Garment Company,

- Hanoi Textile and Garment Company,

- Phong Phu Weaving Company.

b) Single-member limited liability companies:

- Nam Dinh Weaving Company,

- Hoa Tho Textile and Garment Company,

- August 3rd Weaving Company,

- Viet Thang Weaving Company,

- Vietnam Cotton Company,

- Dong Xuan Knitting Company,

- Dong A Textile and Garment Company,

- Dong Phuong Knitting Company,

- Textile Finance Company.

9. Subsidiaries held more than 50% of charter capital by the Vietnam National Textile and Garment Group:

- Hanoi Industrial Textile and Weaving Joint Stock Company,

- Hue Textile and Garment Joint Stock Company,

- Vinh Phu Weaving Company,

- Tra Ly Spinning Joint Stock Company,

- Nam Dinh Silk Weaving Company,

- Phu Bai Spinning Joint Stock Company,

- Vietnam Wool Company,

- Dong Nam Weaving Joint Stock Company,

- Nha Trang Weaving Joint Stock Company,

- Thanh Cong Textile and Garment Joint Stock Company,

- Thang Loi Textile and Garment Joint Stock Company,

- Duc Giang Garment Joint Stock Company,

- Chien Thang Garment Joint Stock Company,

- Thang Long Garment Joint Stock Company,

- May 10 Garment Joint Stock Company,

- Dap Cuu Garment Joint Stock Company,

- Hung Yen Garment Joint Stock Company,

- Nam Dinh Garment Joint Stock Company,

- Da Nang Textile and Garment Production and Export Joint Stock Company,

- Nha Be Garment Joint Stock Company,

- Dong East Garment Joint Stock Company,

- Gia Lam Textile Machinery Joint Stock Company,

- Vinatex Tan Tao Investment Development Joint Stock Company,

- Binh An Auxiliary Materials Joint Stock Company,

- Binh Thang Infrastructure Investment and Development Joint Stock Company,

- Pho Noi Textile and Garment Infrastructure Development Joint Stock Company,

- Textile and Garment Production and Service Company.

10. Associated companies held less than 50% of charter capital by the Vietnam National Textile and Garment Group:

- Hoang Thi Loan Textile and Garment Company,

- Phuoc Long Textile and Garment Production and Service Joint Stock Company,

- Binh Dinh Garment Company,

- Dong Nai Garment Joint Stock Company,

- Binh Minh Garment Joint Stock Company,

- Friendship Garment Joint Stock Company,

- Ho Gium Garment Joint Stock Company,

- Ninh Binh Garment Joint Stock Company,

- Saigon Textile and Garment Joint Stock Company,

- Thu Duc Textile Machinery Joint Stock Company,

- Hung Yen Textile Machinery Joint Stock Company,

- Nam Dinh Textile Machinery Joint Stock Company,

- Hoa Binh Garment Company,

- Thanh Dong Garment Company,

- Export Garment Limited Liability Company Tan Chau,

- Fashion Garment Joint Stock Company,

- Clipsal Vietnam Limited Liability Company,

- Domatex Joint Venture Dyeing and Finishing Factory,

- Trimax Joint Venture Freight Forwarding and Transportation Limited Liability Company,

- Vinatex Hong Kong.

11. Public service units:

- Textile and Garment Economic and Technical Research Institute,

- Fashion Design Institute,

- Cotton Research and Development Institute,

- Hanoi Textile and Fashion Industry College,

- No. 2 Vocational Technical School for Garment and Fashion,

- Textile and Garment Vocational Technical School,

- Textile and Garment Health Center.

12. The Board of Directors of the Vietnam National Textile and Garment Group supplements subsidiaries and associated companies according to current laws.

Article 2. Implementation organization:

1. The Ministry of Industry shall submit to the Prime Minister for decision on appointing the Chairman and members of the Board of Directors of the Vietnam National Textile and Garment Group.

2. The Ministry of Finance shall approve the financial regulations and determine the level of charter capital of the Vietnam National Textile and Garment Group based on the proposal of the Board of Directors of the Vietnam National Textile and Garment Group.

3. The Board of Directors of the Vietnam National Textile and Garment Group:

- Shall submit to the Prime Minister for approval of the Charter of organization and operation of the Vietnam National Textile and Garment Group.

- Shall submit to the Prime Minister for approval to appoint the General Director of the Vietnam National Textile and Garment Group.

- Shall submit to the Ministry of Finance for approval of the financial regulations of the Vietnam National Textile and Garment Group.

Article 3. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

The Ministers of the Ministries of Industry, Finance, Planning and Investment, Labor, War Invalids and Social Affairs, Home Affairs, Heads of related agencies, Steering Committee for Enterprise Reform and Development, Board of Directors of the Vietnam National Textile and Garment Corporation, and Board of Directors of the Vietnam National Textile and Garment Group are responsible for implementing this Decision./.