Decision No. 09/2005/QĐ-BCN on transferring Vietnam Paper Joint Stock Corporation to operate under the holding company - subsidiary model

DECISION

Regarding the transfer of Vietnam Paper Joint Stock Corporation Companyoperates under the parent company - subsidiary model

_______________________

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. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization and management of state-owned holding companies and the transformation of state-owned holding companies and independent state-owned companies into parent company-subcompany models;

Pursuant to Decision No. 29/2005/QĐ-TTg dated February 1, 2005 of the Prime Minister on the transfer of Vietnam Paper Joint Stock Corporation Company to operate under the parent company-subcompany model;

Considering the proposal of the Board of Directors of Vietnam Paper Joint Stock Corporation Company at Circular No. 168/CV-HĐQT dated February 28, 2005 regarding the transfer of Vietnam Paper Joint Stock Corporation Company to operate under the parent company-subcompany model;

At the suggestion of the Director of the Department of Organization and Cadres,

DECISION:

Article 1. Transfer Vietnam Paper Joint Stock Corporation Company to operate under the parent company-subcompany model.

1. The parent company shall be established based on the restructuring of the Office of Vietnam Paper Joint Stock Corporation Company, Bãi Bằng Paper Joint Stock Corporation Company, and other affiliated units of Vietnam Paper Joint Stock Corporation Company, including: Institute of Paper Industry and Laminates, Research Center for Raw Material Trees for Paper, and Paper Vocational Training School.

The parent company is a state-owned enterprise that conducts business accounting and invests capital in subcompanies and associated companies according to the Law on State-Owned Enterprises, the Charter of the Parent Company's Organization and Operation, and the Financial Regulations of the Parent Company approved by competent state authorities.

2. The parent company has:

a) Name: Vietnam Paper Joint Stock Corporation Company;

b) International trade name: VIET NAM PAPER CORPORATION;

c) Abbreviation: VINAPACO;

d) Head office: No. 25 Ly Thai To Street - Hoan Kiem District - Hanoi;

đ) Registered capital as of December 31, 2004: 1,045,865 billion VND.

3. The management structure of the parent company includes: Board of Directors, Supervisory Board, General Director, Deputy General Directors, Chief Accountant, and supporting staff.

4. Main business activities of the parent company:

a) Production and trading of various types of paper, laminates, paper products, raw materials for paper, wood chips, office supplies, chemicals, materials, equipment, and spare parts serving the paper industry;

b) Extraction, processing, and trading of various agricultural and forestry products, wood, and wood products (plywood, particleboard, pencils, chopsticks, wooden goods);

c) Production and trading of printing industry products, cultural products, publications, clothing, leather goods, plastic products;

d) Design, construction, and installation services for forestry, land reclamation, afforestation, forest harvesting, small-scale water conservancy projects, residential and industrial construction; management, protection, development, and capitalization of forests;

đ) Trading of special steel for the paper industry; repair of production facilities and workshops; production and installation of auxiliary equipment and metal structures in the industrial sector (mechanical and electrical);

e) Trading of specialized spare parts for material handling and transportation vehicles; service of equipment and fuel supplies; repair of motorcycles; scientific and technological services, technical materials, and life support services; transportation and loading services for forestry products and materials;

g) Import and export of paper products, laminates, forestry products, equipment, materials, chemicals, and other goods serving the production and trading activities of the parent company;

h) Production and trading of electricity;

i) Hotel and accommodation services and related services; rental services of offices, housing, factories, warehouses; organization and hosting of cultural, sports, entertainment activities; domestic and international tourism and travel services;

k) Scientific research and technology; provision of information, training, investment advisory, design technology, application, and transfer of new technologies in the fields of raw materials, auxiliary materials, spare parts, paper, laminates, agriculture, forestry; trial production and small batch production of goods from research results; research on raw material trees and social and environmental issues related to the forestry industry;

l) Training of technical workers in mechanical and electrical technology for the paper industry; upgrading and enhancing the skills of technical and managerial staff of paper manufacturing enterprises; organizing training and certification for workers; cooperation and collaboration with domestic and foreign training, research, and production and trading organizations to diversify training forms, labor organization, and production services linked to training;

m) Trading in other industries in accordance with the provisions of the law.

Article 2. Subsidiaries and associated companies:

1. Subsidiaries include:

a) Limited liability companies:

- State-owned single-member limited liability company Thanh Hoa Raw Materials and Pulp,

- State-owned single-member limited liability company Southern Paper Raw Materials.

b) Joint stock companies in which the parent company holds controlling shares:

- Tan Mai Paper Joint Stock Company,

- Dong Nai Paper Joint Stock Company,

- Binh An Paper Joint Stock Company,

- Viet Tri Paper Joint Stock Company,

- Hong Ha Stationery Joint Stock Company,

- Hoang Van Thu Paper Joint Stock Company.

2. Associated companies:

- Nhat Nam Joint Stock Company,

- Diam Thong Nhat Joint Stock Company,

- Sai Gon Textile-Diêm Joint Stock Company,

- Phuc Yen Printing Joint Stock Company,

- Van Diem Paper Joint Stock Company.

Article 3. Affiliated units of Vietnam Paper Joint Stock Corporation Company, namely the Institute of Paper Industry and Laminates, Research Center for Raw Material Trees for Paper, and Paper Vocational Training School, will become dependent accounting units of the parent company.

Article 4. The Board of Directors of Vietnam Paper Joint Stock Corporation Company is responsible for:

1. Drafting the Charter of the Parent Company's Organization and Operation for submission;

2. Drafting the Financial Regulations of the Parent Company for submission to the Minister of Finance for approval;

3. Drafting the plan for the transformation to form subcompanies for submission to the Minister of Industry for approval and decision.

Article 5. This Decision takes effect fifteen days after its publication in the Official Gazette.

The Heads of the Ministry's Office, Inspectorate, Department, Bureau, Chairman of the Board of Directors, General Director of Vietnam Paper Joint Stock Corporation Company, General Director of Bãi Bằng Paper Joint Stock Corporation Company, Director of the Institute of Paper Industry and Laminates, Director of the Research Center for Raw Material Trees for Paper, Principal of the Paper Vocational Training School, and Heads of relevant units are responsible for implementing this Decision./.