Decision No. 103/2006/QĐ-TTg On Approving the Pilot Project to Form the VINASHIN Shipbuilding Industry Group

Pursuant to …;

Regarding the approval of the pilot project to form the Vietnam Ship Industry Group (Vinashin)

The Vietnamese shipbuilding industry Vinashin

____________

 

PRIME MINISTER

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

Pursuant to the Law on State-Owned Enterprises dated November 26, 2003;

Pursuant to the Enterprise Law dated June 12, 1999;

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 enterprises into parent company-subcompany models;

Considering the proposal of the Board of Directors of the Vietnam Ship Industry Corporation.

Pursuant to …;

Article 1. Approves the pilot project to form the Vinashin Group with the following contents:

1. Forming the Vinashin Economic Group, multi-owned, with state ownership being dominant, including wholly state-owned enterprises and multi-owned enterprises (referred to as the Vinashin Group), based on restructuring and reorganizing the Vietnam Ship Industry Corporation; having modern technology and management levels and high specialization; operating in multiple industries, with shipbuilding, repair, and marine transportation being the main industries; closely integrating production and business with science, technology, research and development, and training; serving as the backbone for the rapid and sustainable development of the Vietnamese shipbuilding industry, effectively competing and integrating into the international economy.

2. The relationship between the parent company in the Vinashin Group and the state owner and subsidiary companies shall be carried out in accordance with the law and stipulated in the Charter of the parent company's organizational structure and operations.

The Government shall uniformly manage and organize the implementation of the rights and obligations of the state owner towards the Vinashin Group. The Prime Minister assigns relevant ministries, ministerial-level agencies, governmental agencies, and the Board of Directors of the Vietnam Ship Industry Corporation to exercise certain rights of the state owner according to current laws, specifically detailed in the Decision on Establishing the Parent Company - Vinashin Ship Industry Corporation and the Charter of the parent company's organizational structure and operations.

3. The Parent Company - Vinashin Ship Industry Corporation is a state-owned enterprise with the function of investing financially in other businesses, maintaining control over subsidiaries through capital, technology, brand, and market; organizing production and business in the main sectors of the Vinashin Group.

The organizational structure of the parent company includes:

- The Vietnam Ship Industry Consulting and Design Company;

- The Vietnam Ship Industry Control and Information Company;

- The Vinashin Import-Export Company;

- The Vinashin Industrial Development Company;

- The Vinashin South Investment and Industrial Development Company;

- The Center for Cooperation in Training Labor with Foreign Countries;

- The Information Technology Center.

4. Subsidiary companies are wholly state-owned holding corporations managed by the Vietnam Ship Industry Corporation, operating under the parent company-subcompany model, including:

- Nam Triệu Ship Industry Holding Corporation;

- Bach Dang Ship Industry Holding Corporation;

- Saigon Ship Industry Holding Corporation;

- Dung Quat Ship Industry Holding Corporation;

- Vinashin Financial Holding Corporation;

- Vinashin Investment and Construction Holding Corporation established based on the restructuring of member enterprises of the Vietnam Ship Industry Corporation in the investment and construction sector;

- Vinashin Transportation Holding Corporation established based on the restructuring of member enterprises of the Vietnam Ship Industry Corporation in the transportation sector;

- Vinashin Heavy Industry Holding Corporation established based on the restructuring of member enterprises of the Vietnam Ship Industry Corporation in the auxiliary industry for shipbuilding.

The management structure of these holding corporations includes: Chairman of the Holding Corporation, General Director, Deputy General Directors, Chief Accountant, and supporting staff. The Chairman of the Holding Corporation is appointed by the Chairman of the Vinashin Group.

5. Wholly state-owned subsidiary companies operating under the parent company-subcompany model include:

- Ben Kien Ship Industry Limited Liability Company;

- Pha Rung Ship Building Limited Liability Company;

- Ha Long Ship Building Limited Liability Company;

- Da Nang Ship Building Limited Liability Company;

- Nha Trang Ship Industry Limited Liability Company;

- Sai Gon Ship Building and Marine Industry Limited Liability Company;

- Soai Rap Ship Industry Company (newly established).

6. Joint stock companies held more than 50% of the charter capital by the Vietnam Ship Industry Corporation include:

- Investment and Trade Transport Corporation;

- Marine Equipment Import-Export Corporation;

- Vinashin Refrigeration Technology Joint Stock Corporation;

- Vinashin Marine Engineering and Technology Joint Stock Corporation;

- Tran Xuan Ship Industry Joint Stock Corporation;

- Vinashin Computer-Control-Communication Joint Stock Corporation;

- Hai Long Ship Industry Joint Stock Corporation;

- Hoang Anh Ship Industry Joint Stock Corporation;

- Shinec Ship Industry Joint Stock Corporation;

- Ship Industry Joint Stock Corporation;

- Vinashin Construction Corporation;

- Vinashin Infrastructure Construction and Development Corporation;

- Vinashin Marine Engineering Joint Stock Corporation;

- Vinashin Trading and Construction Corporation;

- Vinashin Oil and Gas Investment and Transportation Joint Stock Corporation;

- Vinashin Construction and Investment Corporation;

- Vinashin Precision Machinery Joint Stock Corporation;

- Vinashin Ship Industry and Trade Hung Vuong Joint Stock Corporation;

- Vinashin Urban Development and Ship Industry Technology Zone Joint Stock Corporation;

- Vinashin Consulting and Construction Joint Stock Corporation;

- Vinashin High-Tech Investment and Development Joint Stock Corporation;

- Vinashin Multimodal Transportation Joint Stock Corporation;

- Vinashin Shipbuilding Technology Application and Development Joint Stock Corporation;

- Vinashin Central Region Investment and Construction Joint Stock Corporation;

- Container Joint Venture VINASHIN - TGC;

- Member companies of the Corporation currently undergoing shareholding reform.

The Board of Directors of the Vietnam Ship Industry Group shall develop a roadmap for the shareholding reform of non-shareholding companies mentioned herein and submit it for approval.

7. Associated companies held by the Vietnam Ship Industry Corporation with less than 50% of charter capital:

- Shintec Industrial Environmental Engineering Joint Stock Company;

- Habubank Joint Stock Commercial Bank;

- Hyundai-Vinashin Marine Repair Factory Limited Liability Company;

- Shellgas Haiphong Joint Venture Company;

- Baican Shipping Co., Ltd. (Vietnam-Russia Joint Venture);

- Visko Joint Venture Company (Vietnam-Korea Old Ships Dismantling);

- Vinakita Joint Venture Company (Vinashin-Kikada Ship Design);

- Sejin-Vinashin Marine Interior Limited Liability Company (Vietnam-South Korea);

- Vietnam-Korea Joint Venture Company for Ship Design and Technical Services;

- Aalborg Industry Limited Liability Company (Marine Boiler Production);

- Koyo-Vinashin Marine Equipment Limited Liability Company;

- Member companies of the Corporation currently undergoing shareholding reform.

8. Public service units:

- Vietnam Ship Industry Science and Technology Institute;

- Vinashin Comprehensive University;

- Bach Dang Technical Workers' School;

- Vinashin I Technical and Vocational College for Shipbuilding Industry in Hai Phong City;

- Vinashin II Technical and Vocational College for Shipbuilding Industry in Ho Chi Minh City;

- Vinashin III Technical and Vocational College for Shipbuilding Industry in Da Nang City.

Article 2. Implementation organization:

1. Ministries, ministerial-level agencies, and government agencies shall perform state management functions in relevant fields and carry out certain rights and obligations of the owner assigned by the Prime Minister to the Vietnam Ship Industry Corporation.

2. Ministers: Transport, Finance, Planning and Investment, State Council for Enterprise Reform and Development shall, within their respective functions and responsibilities, direct and monitor the implementation of this Decision; promptly identify and resolve any arising issues, report to the Prime Minister for resolution of matters exceeding their authority; take the lead and coordinate with related agencies to study and propose to the Prime Minister new issues requiring pilot testing during the implementation process.

3. The Board of Directors of Vietnam Ship Industry Corporation shall submit to the Prime Minister for appointment of members of the Board of Directors, Chairman of the Board of Directors, and Chairman of the Vietnam Ship Industry Corporation.

4. The Board of Directors of the Vietnam Ship Industry Corporation:

- Shall submit to the Prime Minister for approval to appoint or enter into a contract with the General Director of the Vietnam Ship Industry Corporation;

- Shall submit to the Prime Minister for approval of the Charter on organization and operation of the Parent Company - Vietnam Ship Industry Corporation;

- Shall decide to establish the holding companies mentioned in Point 4 of Article 1 of this Decision;

- Shall decide to convert the companies mentioned in Point 5 of Article 1 of this Decision into single-member limited liability companies operating under the parent-subsidiary model after receiving the Prime Minister's approval of the conversion plan and implementation schedule. Direct investment and development of these companies, when they meet the conditions, build proposals for establishing holding companies to be submitted to the Prime Minister for consideration and approval to issue decisions;

- Approve the Charter on organization and operation of the holding companies and member companies in which it holds 100% of the charter capital;

- Submit to the Ministry of Finance for approval of the Financial Regulations of the Vietnam Ship Industry Corporation;

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

Ministers of the Ministries: Transport, Finance, Trade, Planning and Investment, Labor, Invalids and Social Affairs, Education and Training, Construction, Industry, Home Affairs, Science and Technology, Natural Resources and Environment, Governor of the State Bank of Vietnam; State Council for Enterprise Reform and Development, Board of Directors of Vietnam Ship Industry Corporation, Board of Directors of Vietnam Ship Industry Corporation, and Heads of related agencies are responsible for implementing this Decision.