Decision No. 01/2006/QD-BBCVT on the establishment of the Multinational Telecommunication Corporation operating under the holding company - subsidiary model.

Pursuant to …;

Regarding the establishment of the Multichannel Communication Joint Stock Company operating under the holding company-subcompany model

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THE MINISTER OF POSTS AND TELECOMMUNICATIONS

Pursuant to Decree No. 90/2002/ND-CP dated November 11, 2002 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Posts and Telecommunications;

Pursuant to Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization and management of joint stock companies, state-owned enterprises, and the transformation of state-owned joint stock companies and independent state-owned enterprises into holding companies-subcompanies;

Pursuant to Decision No. 192/2005/QĐ-TTg dated July 29, 2005 of the Prime Minister approving the project to transform the Vietnam Television Investment and Development Technology Company into the Multichannel Communication Joint Stock Company operating under the holding company-subcompany model;

At the proposal of the Director of the Cadre and Civil Servant Department,

DECISION:

Article 1. Establish the Multichannel Communication Joint Stock Company operating under the holding company-subcompany model:

1. The holding company - Multichannel Communication Joint Stock Company shall be formed based on the reorganization of management units, business units, functional departments, and subordinate units of the Vietnam Television Investment and Development Technology Company.

The holding company is a state-owned enterprise with its own legal personality, seal, and logo; it is entitled to open accounts at the State Treasury, domestic and foreign banks in accordance with the provisions of the law; it has the function of directly producing and trading, and investing financially in other enterprises; it is responsible for inheriting the rights and obligations of the Vietnam Television Investment and Development Technology Company in accordance with the law.

2. The full name of the holding company is: Multichannel Communication Joint Stock Company

Abbreviation: VTC

International trade name: VTC - Multimedia Corporation

3. Head office located at: 67B Ham Long Street, Hoan Kiem District, Hanoi City

4. The charter capital of the Multichannel Communication Joint Stock Company includes: the state capital in the Vietnam Television Investment and Development Technology Company as of December 31, 2005, and additional capital provided by the state according to Decision No. 192/2005/QĐ-TTg dated July 29, 2005 The Prime Minister.

5. Main business activities of the Multichannel Communication Joint Stock Company:

a) Research, application, design, manufacture, testing, production, installation, transfer of technology, maintenance, and repair of machinery and equipment in the broadcasting, television, postal, telecommunications, electronics, consumer electronics, elevator, refrigeration, escalator, conveyor belt, vacuum cleaner, industrial electronics, electronics serving various industries such as healthcare, education, aviation, maritime, railways, oil and gas, mining, power.

b) Trading in import and export of machinery, equipment, materials specialized in broadcasting, television, film, postal, telecommunications, information technology, healthcare, power, mechanical, chemical, oil and gas, construction, sports, road transport, railway, air, maritime, banking, scientific measurement, automatic control, inspection, lighting, mining geology, consumer electronics, industrial electronics, and electronics serving various industries; environmental sanitation, printing equipment, food processing, marine and agricultural products, and other business activities.

c) Trading in import and export and supply of cultural, film, broadcasting, and television products in accordance with the law.

d) Providing value-added services over broadcasting and television networks such as online radio and television services, pay television services via network, shopping through television; providing postal, telecommunications, and information technology services such as providing transmission lines, end-user connection services, forwarding services, telephone services, Internet access services according to the license of the Ministry of Posts and Telecommunications.

đ) Financial investment and investment in domestic and international development projects.

e) Establishing networks to provide broadband Internet and multimedia communication services, building terrestrial digital television infrastructure, cable television; erecting high towers for broadcasting radio and television, telecommunication, and power engineering works.

g) Broadcasting domestic and international radio and television programs for public service in Party and State information dissemination work; programs serving the people's information and entertainment needs.

h) Editing, translating, and rebroadcasting films and television programs from within and outside the country in accordance with the law.

i) Producing television programs: economic news, sports, entertainment, music, films, fashion, television games, popularizing knowledge, science and technology according to the license of the Ministry of Culture and Information.

k) Producing and trading in online and television gaming programs.

l) Producing advertising programs; providing advertising and promotion services on radio and television waves, on telecommunications and Internet networks domestically and internationally, and on other mass media.

m) Providing communication services and organizing events for businesses and economic and social organizations.

n) Consulting on the construction of broadcasting, television, postal, telecommunications, electronics, and information technology works; consulting on domestic and foreign investment projects and related services.

p) Trading in labor dispatch, student exchange, and related training, educational orientation, and study abroad advisory services; trading in conference, seminar, fair, and exhibition services in accordance with the law.

q) Being permitted to raise funds and cooperate with domestic and foreign economic sectors to develop radio and television and postal and telecommunications, electronics, and information technology industries.

r) Engaging in other industries and professions as prescribed by law.

6. Management structure of the Multichannel Communication Joint Stock Company:

- Board of Directors: consisting of five to seven members including the Chairman of the Board of Directors, General Director, Head of the Supervisory Board, and some commissioners responsible for Science and Technology, Economy-Finance-Business areas.

- Supervisory Board: consisting of five members.

- General Director, Deputy General Directors, Chief Accountant.

BThe Secretariat and advisory bodies assisting the Board of Directors and General Director include the Office and other advisory units established by the Board of Directors upon the proposal of the General Director.

7. Organizational structure of the Parent Company - Multinational Telecommunications Corporation:

- VTC Electronics Telecommunications Joint Stock Company, dependent accounting entity.

- VTC Information Technology Development Joint Stock Company, dependent accounting entity.

- VTC Digital Television, a dependent accounting public service unit (formed based on restructuring the Digital Television Editorial Board and some units and departments under the Vietnam Television Technology Investment and Development Corporation).

8. Companies held 100% of charter capital by the Multinational Telecommunications Corporation:

- VTC Communication Technology Solution Limited Liability Company.

- VTC Central Multinational Limited Liability Company.

- VTC Southern Multinational Limited Liability Company.

- Other Limited Liability Companies formed during operations.

9. Companies held more than 50% of charter capital by the Multinational Telecommunications Corporation:

- VTC Television and Telecommunications Development Joint Stock Company.

- VTC Telecommunication Equipment Trading Joint Stock Company.

- VTC Electronics Telecommunications Joint Stock Company.

- VTC Electronics and Cable Television Joint Stock Company.

- International Cooperation Services Joint Stock Company.

- VTC Telecommunications and Television Technology Transfer Joint Stock Company. - VTC Television Advertising and Entertainment Program Production and Trading Joint Stock Company.

- Other joint stock companies with two or more shareholders, joint ventures formed through privatization or newly established, operating in industries permitted by law.

10. Other joint stock companies, joint ventures, associated companies held less than 50% of charter capital by the Multinational Telecommunications Corporation, formed in accordance with the provisions of the law.

The Board of Directors of the Multinational Telecommunications Corporation is responsible for:

Article 2. Implementation

1. Drafting the Charter of organization and operation of the Parent Company to submit to the Minister of Posts and Telecommunications for approval.

2. Drafting the Plan to supplement the charter capital of the Parent Company to submit to the Ministry of Posts and Telecommunications for submission to the Ministry of Finance for approval.

3. Drafting the Plan to convert and form subsidiary and associated companies to submit to the Minister of Posts and Telecommunications for approval.

4. Drafting the functions, tasks, authorities, and organizational structure of VTC Digital Television (based on consolidating the functions, tasks, and organizations of the Digital Television Editorial Board, the Ground Digital Television Center, some units under the Vietnam Television Technology Investment and Development Corporation, and according to the Ground Digital Television Operation Permit issued by the Ministry of Culture and Information) to submit to the Minister of Posts and Telecommunications for approval.

The Secretary of the Office, the Director of the Cadre and Civil Servant Organization Department, the Board of Directors of the Multinational Telecommunications Corporation, and the Heads of related agencies and units are responsible for implementing this Decision./.

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

The Head of the Office, the Director of the Cadre and Civil Servant Organization Department, the Board of Directors of the Multichannel Telecommunication Corporation, and the Heads of relevant agencies and units are responsible for implementing this Decision./.