Decision No. 44/2004/QĐ-BCN On the transfer of the Biên Hòa Spinning Mill under the Vietnam Spinning Company to the Biên Hòa Spinning Joint Stock Company

Pursuant to …;

Regarding the transfer of Binh Duong Spinning Mill under

Vietnam Wool Company to Binh Duong Wool 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;

Upon consideration of the proposal of Vietnam Textile and Garment Corporation (memoranda: No. 861 TTr/HĐQT dated May 17, 2004 and No. 1023 TTr/HĐQT dated June 2, 2004), the plan for the conversion of Binh Duong Spinning Mill under Vietnam Wool Company into a joint stock company and the assessment report on the plan by the Enterprise Reform and Development Board of the Ministry dated May 17, 2004;

At the recommendation of the Enterprise Reform and Development Board and the Director of the Organization and Cadre Affairs Department,

DECISION:

Article 1. Approves the plan for the conversion of Binh Duong Spinning Mill under Vietnam Wool Company (an independent accounting entity of Vietnam Textile and Garment Corporation) as follows:

1. Capital structure:

The charter capital of the joint stock company is 9,700,000,000 VND (Nine billion seven hundred million VND). Of which:

- State shareholding ratio: 20.00%;

- Shareholding ratio sold to employees within the mill: 41.02%;

- Shareholding ratio sold outside the mill: 38.98%.

 The value of one share: 100,000 VND.

2. The actual value of Binh Duong Spinning Mill at the time of December 31, 2002 for the purpose of conversion (Decision No. 825/QĐ-TCKT dated April 26, 2004 of the Ministry of Industry) is 45,557,423,568 VND. Among this, the actual value of the state capital in the mill is 9,736,141,182 VND.

3. Employee benefits.

The total number of preferential shares sold to 418 employees within the mill is 34,785 shares with a preferential value of 1,043,550,000 VND. Among these, the number of preferential shares sold on credit to six poor employees is 1,085 shares, valued at 75,950,000 VND.

4. Regarding the costs of conversion, retraining of labor, and surplus labor resolution of the mill, Vietnam Wool Company will handle the procedures, report to Vietnam Textile and Garment Corporation and relevant state agencies for approval according to current regulations.

Article 2. Transfer Binh Duong Spinning Mill under Vietnam Wool Company to Binh Duong Wool Joint Stock Company,

- International trade name: BIENHOA SPINNING KNITTING JOINT STOCK COMPANY;

2. Certificate of establishment or decision on establishment of the organization (No...issued by the ministry, department, local government of...on...); COTYLEN;

- Main office: No. 2, Bien Hoa Industrial Zone 1, Bien Hoa City, Dong Nai Province.

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

- Production, business, and import/export of wool (including animal hair wool, synthetic fibers), wool products, clothing, raw materials, accessories, equipment parts, other goods related to wool and clothing;

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

Article 4. Binh Duong Wool Joint Stock Company is a legal entity under Vietnamese law from the date of registration for business operations, conducts independent economic accounting, uses its own seal, opens bank accounts according to the law, operates according to the Articles of Association of the joint stock company and the Enterprise Law.

Article 5. Vietnam Textile and Garment Corporation and Vietnam Wool Company are responsible for directing Binh Duong Spinning Mill to organize the sale of shares outside through financial intermediaries and convening the first General Meeting of Shareholders of Binh Duong Wool Joint Stock Company in accordance with current regulations.

The General Director and Chief Accountant of Vietnam Wool Company are responsible for managing the operations of the mill until the full transfer of capital, assets, labor, and land to the Board of Directors and General Manager of Binh Duong Wool 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 Textile and Garment Corporation, the General Director of Vietnam Wool Company, and the Chairman of the Board of Directors and General Manager of Binh Duong Wool Joint Stock Company are responsible for implementing this Decision./.