Decision No. 3573/QD-BCN on approving the plan and converting Vietnam Wool Company into Vietnam Wool Joint Stock Company

Pursuant to …;

Regarding the approval of the plan and the transformation of Vietnam Wool Company into Vietnam Wool Joint Stock Company

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THE MINISTER OF INDUSTRY

Pursuant to Decree No. 55/2003/ND-CP dated May 28, 2003 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Industry;
Pursuant to Decree No. 187/2004/ND-CP dated November 16, 2004 of the Government on the transformation of state-owned companies into joint stock companies;
Pursuant to Decision No. 3089/QD-BCN dated September 30, 2005 of the Minister of Industry on determining the value of Vietnam Wool Company under Vietnam Textile and Garment Corporation for shareholding reform;
Considering the proposal of Vietnam Textile and Garment Corporation (Memorandum No. 1654/TTr-HĐQT dated October 26, 2005), the project plan for the shareholding reform of Vietnam Wool Company and the minutes of the meeting of the Enterprise Reform and Development Board of the Ministry dated October 25, 2005;
At the proposal of the Enterprise Renewal and Development Board and the Director of the Personnel and Organization Department;

DECISION:

Article 1. Approves the plan for the shareholding reform of Vietnam Wool Company (a subsidiary with independent accounting of Vietnam Textile and Garment Corporation) with the main contents as follows:

1. Vietnamese name: Vietnam Wool Joint Stock Company,

- Trading name: VIETNAM WOOL JOINT STOCK COMPANY;

- Abbreviation: LEN VIET;

- Main office: No. 63 Ho Ba Phan Street, Phuoc Long A Ward, District 9, Ho Chi Minh City.

2. Vietnam Wool Joint Stock Company shall have legal personality under Vietnamese law from the date of registration for business; implement an independent economic system; have its own seal and open bank accounts according to the provisions of the law; organize and operate according to the Articles of Association of the Joint Stock Company and the Law on Enterprises.

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

- Production, trading, and import/export of wool (including bales of wool from animal hair, synthetic fibers), products made of wool, weaving, sewing, ready-made garments, raw materials, spare parts, other goods related to wool, embroidery, and sewing;

- Purchase and sale of textile and garment products and consumer goods;

- Trading in gold, silver, precious stones, and jewelry;

- Construction and installation of specialized textile machinery, industrial infrastructure, and civil construction, construction of commercial centers; consulting and investment services for infrastructure in the textile and garment sector;

- Real estate trading, offices, supermarkets, housing;

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

4. Registered capital and basis for analysis of the composition:

a) Registered capital: 45,000,000,000 VND (Four billion four hundred million VND).

b) The initial issuance of shares is 45,000,000,000 VND, corresponding to 4,500,000 shares, each share having a par value of 10,000 VND, including:

- State shares: 1,800,000 shares, representing 40.00% of the registered capital;

- Preferential shares sold to employees of the enterprise: 1,118,000 shares, representing 24.84% of the registered capital;

- Preferential shares sold to strategic investors: 260,000 shares, representing 5.78% of the registered capital;

- Shares sold through public auction: 1,322,000 shares, representing 29.38% of the registered capital.

5. Initial selling price: 10,050 VND/share.

The entity selling the shares: Vietnam Securities Company Bao Viet at the Ho Chi Minh City Stock Exchange.

6. Preferences for employees and strategic investors:

a) Total number of preferential shares sold to 922 employees of the enterprise is 1,118,000 shares, according to the shareholding reform plan of the enterprise.

b) Total number of preferential shares sold to two strategic investors is 260,000 shares, as follows:

- Huynh Man Nhi (ID No.: 022291330 issued by the Ho Chi Minh City Police Department on November 5, 1996, address: No. 1121 Le Van Vien Street, Ward 6, District 11, Ho Chi Minh City) is entitled to purchase 130,000 preferential shares;

- Vu Quoc Lap (ID No.: 020870264 issued by the Ho Chi Minh City Police Department on September 22, 2003, address: No. 336/18C Le Van Sy Street, Ward 13, District 3, Ho Chi Minh City) is entitled to purchase 130,000 preferential shares.

7. Employee restructuring plan:

- Total number of employees at the time of shareholding reform: 974 people;

- Total number of employees transferred to the Joint Stock Company: 895 people;

- Total number of surplus employees: 86 people. Among them, according to Decree No. 41/2002/ND-CP: 69 people, according to the Lao Law: 17 people.

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

- Total number of employees requiring retraining: 350 people;

- Estimated training cost: 735,000,000 VND.

9. Cost of shareholding reform: 400,000,000 VND

The General Director of Vietnam Wool Company decides to bear the actual costs of the shareholding reform of the company and to implement the settlement of preferences for employees and strategic investors, support costs for surplus employees, and retraining costs for employees according to the regulations of the State.

Article 2. The Enterprise Reform and Development Board of the Ministry is responsible for directing Vietnam Textile and Garment Corporation and Vietnam Wool Company to sell shares, settle preferences for employees and strategic investors, shareholding reform costs, support costs for surplus employees, and retraining costs for employees; organize the first shareholders' meeting of the Joint Stock Company and carry out necessary actions to transform the company into a Joint Stock Company in accordance with the provisions of the law.

The General Director of Vietnam Wool Company is responsible for managing the company until the transfer of all assets, funds, labor, and land to the Joint Stock Company and bears responsibility for the results of the company's business operations according to current laws.

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

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 Vietnam Textile and Garment Corporation, the General Director of Vietnam Wool Company, and the Board of Directors of Vietnam Wool Joint Stock Company are responsible for implementing this decision./.