Decision No. 104/2006/QĐ-TTg On the establishment of the Parent Company - Vietnam Ship Industry Group

Pursuant to …;

Regarding the establishment of the Parent Company - Vietnam Ship Industry Corporation Group

_________________

PRIME MINISTER

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

Pursuant to the State Enterprise Law on November 26, 2003;

Pursuant to the Enterprise Law on 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 corporations and the transformation of state-owned corporations and independent state enterprises into parent company - subsidiary models;

Pursuant to Decision No. 103/2006/QĐ-TTg dated May 15, 2006 of the Prime Minister approving the pilot project for the formation of the VINASHIN Group;

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

Pursuant to …;

Article 1. Establish the Parent Company - Vietnam Ship Industry Corporation Group (hereinafter referred to as the Vietnam Ship Industry Corporation Group) based on restructuring the management and operation organs and the dependent units of the current Vietnam Ship Industry Corporation.

1. The Vietnam Ship Industry Corporation Group is a state enterprise with legal personality, seal, emblem, charter of organization and operation; it is entitled to open accounts at the National Treasury and banks in accordance with the law, and operates independently; it shall assume the rights and obligations of the Vietnam Ship Industry Corporation as of January 1, 2006 after auditing.

2. Name: Vietnam Ship Industry Corporation Group. International trade name: VINASHIN GROUP, abbreviated as VINASHIN.

3. Head office: located in Hanoi City.

4. Registered capital of the Vietnam Ship Industry Corporation Group: is the ownership capital of the Vietnam Ship Industry Corporation as of January 1, 2006 after auditing.

5. Business activities of the Vietnam Ship Industry Corporation Group:

- Consulting, designing, general contracting, building new and repairing ships, equipment, and floating structures;

- Manufacturing steel structures for drilling platforms, containers, dismantling old ships, importing and exporting scrap materials;

- Designing and constructing waterworks, shipyards; investing in transportation, industrial and civil construction, urban areas, and housing; maritime service business, dredging channels, land reclamation, creating landfills, construction sites, building materials; electricity, electronics, infrastructure for industrial zones, tourism;

- Producing mechanical, electrical, refrigeration, and electronic materials serving the shipbuilding industry; surveying, designing, and installing automatic systems, telecommunications, fire prevention and extinguishing systems;

- Producing and trading high-strength steel for shipbuilding; manufacturing and installing ship interior equipment and containers;

- Manufacturing and assembling diesel engines, engines installed on ships; assembling, restoring, repairing, importing and exporting, and trading transportation equipment and parts;

- Importing and exporting ship spare parts, accessories, and goods related to the shipbuilding industry;

- Consulting, designing, preparing projects, testing, producing, and marketing products; consulting on investment, technology transfer; cooperating with domestic and foreign organizations to develop the shipbuilding market;

- Operating and testing the capacity of newly produced water transport means, containers, and marine transportation; agency for water transport, cargo, and brokerage of marine vessels; port services, warehousing, and transportation support; direct import and export of fuel oil, liquefied petroleum gas (LPG);

- Financial, securities, banking, and insurance activities;

- Organizing training for human resources to meet the development needs of the shipbuilding industry. Supplying and exporting labor;

- Other businesses as prescribed by law.

6. Management and operational structure of the Vietnam Ship Industry Corporation Group includes:

- The Vietnam Ship Industry Corporation Group Board of Directors is the direct representative of the state owner at the Vietnam Ship Industry Corporation Group, consisting of a maximum of nine members.

Members of the Board of Directors, the Chairman of the Board of Directors is the Chairman of the Group appointed by the Prime Minister. The Chairman of the Vietnam Ship Industry Corporation Group is the legal representative of the Vietnam Ship Industry Corporation Group;

- The Vietnam Ship Industry Corporation Group Audit Board is appointed, dismissed, rewarded, and disciplined by the Board of Directors; consisting of a maximum of five members, including the Chief Auditor who is a member of the Board of Directors;

- The General Director of the Vietnam Ship Industry Corporation Group is appointed or contracted by the Vietnam Ship Industry Corporation Group Board of Directors after approval in writing by the Prime Minister;

- Functional General Directors and the Chief Accountant of the Vietnam Ship Industry Corporation Group are appointed by the Chairman of the Vietnam Ship Industry Corporation Group upon the recommendation of the General Director;

- Supporting staff for the Board of Directors, the General Director, and functional General Directors.

7. The relationship between the Parent Company - Vietnam Ship Industry Corporation Group and the state owner and subsidiaries, associated companies is implemented according to the law and stipulated in the Charter of Organization and Operation of the Vietnam Ship Industry Corporation Group. The Government uniformly manages and organizes the implementation of the rights and obligations of the state owner towards the Vietnam Ship Industry Corporation Group.

The Government uniformly manages and organizes the implementation of the rights and obligations of the state owner towards the Vietnam Ship Industry Corporation Group. The Prime Minister assigns the Ministers, Heads of ministerial-level agencies, and the Vietnam Ship Industry Corporation Group Board of Directors to implement some rights of the owner as prescribed by law.

a) The Prime Minister decides:

- Approving the objectives, strategies, long-term plans, and business sectors of the Vietnam Ship Industry Corporation Group based on the proposal of the Vietnam Ship Industry Corporation Group Board of Directors and the opinions of the Ministry of Transport and the Ministry of Planning and Investment;

- Approving the charter and amendments and supplements to the charter of the Vietnam Ship Industry Corporation Group based on the proposal of the Vietnam Ship Industry Corporation Group Board of Directors and the opinions of the Ministry of Transport, the Ministry of Finance, and the Ministry of Planning and Investment;

 - Reorganize, dissolve, diversify ownership of the Vietnam Ship Industry Corporation Group according to the proposal of the Vietnam Ship Industry Corporation Group Board of Directors and the opinions of the Ministry of Transport, Ministry of Finance, and the Ministry of Planning and Investment;

 - Appoint members of the Board of Directors, Chairman of the Board of Directors as the Chairman of the Vietnam Ship Industry Corporation Group according to the proposal of the Vietnam Ship Industry Corporation Joint Stock Company Board of Directors, the opinion of the Ministry of Transport, and the assessment of the Ministry of Home Affairs;

 - Approve the appointment or signing of a contract with the General Director of the Vietnam Ship Industry Corporation Group according to the proposal of the Vietnam Ship Industry Corporation Group Board of Directors, the opinion of the Ministry of Transport, and the assessment of the Ministry of Home Affairs;

 - Approve the establishment of new enterprises invested 100% by the Vietnam Ship Industry Corporation Group; the reorganization, ownership transfer, dissolution, bankruptcy of member enterprises of the Vietnam Ship Industry Corporation Group; the Vietnam Ship Industry Corporation Group's acceptance of new members;

 - Approve investment projects of the Vietnam Ship Industry Corporation Group, investment projects outside the Vietnam Ship Industry Corporation Group within the Prime Minister's decision-making authority as stipulated by laws on investment;

 - Decide on the investment of capital to form charter capital and adjust charter capital during the operation of the Vietnam Ship Industry Corporation Group according to the proposal of the Vietnam Ship Industry Corporation Group Board of Directors and the opinions of the Ministry of Finance, Ministry of Planning and Investment, and the Ministry of Transport;

b) The Ministry of Transport:

 - Report to the Prime Minister its opinion when the Vietnam Ship Industry Corporation Joint Stock Company Board of Directors submits to the Prime Minister regarding:

 + Objectives, strategies, long-term plans, and business sectors of the Vietnam Ship Industry Corporation Group;

 + Articles of Association, approval of amendments and supplements to the Articles of Association of the Vietnam Ship Industry Corporation Group;

 + Reorganization, dissolution, diversification of ownership of the Vietnam Ship Industry Corporation Group;

 + Appointment of members of the Board of Directors, Chairman of the Board of Directors as the Chairman of the Vietnam Ship Industry Corporation Group;

 + Appointment or signing of a contract with the General Director of the Vietnam Ship Industry Corporation Group;

 - Supervise the implementation of investment projects of the Vietnam Ship Industry Corporation Group within the scope of authority as stipulated by laws on investment together with relevant ministries such as the Ministry of Industry, Ministry of Planning and Investment, etc.;

c) Ministry of Finance:

- Inspect and supervise the use of capital (including government bonds) of the Vietnam Ship Industry Corporation Group; evaluate the effectiveness of business operations and management activities of the Vietnam Ship Industry Corporation Group Board of Directors;

 - Approve the Financial Regulations of the Vietnam Ship Industry Corporation Group according to the proposal of the Vietnam Ship Industry Corporation Group Board of Directors;

- Implement the investment of capital to form charter capital and adjust charter capital during the operation of the Vietnam Ship Industry Corporation Group after obtaining the Prime Minister's approval;

d) The Ministry of Home Affairs:

 - Assess and submit to the Prime Minister for the appointment of the Chairman of the Board of Directors, members of the Board of Directors, and Chairman of the Vietnam Ship Industry Corporation Group;

 - Assess and submit to the Prime Minister for approval to allow the Vietnam Ship Industry Corporation Group Board of Directors to appoint or sign a contract with the General Director of the Vietnam Ship Industry Corporation Group;

 - Guide the procedures and formalities for the appointment, removal, dismissal, commendation, and disciplinary actions against the Chairman of the Board of Directors, members of the Board of Directors, and Chairman of the Vietnam Ship Industry Corporation Group;

đ) The Ministry of Planning and Investment:

Supervise the implementation of objectives and tasks assigned by the Prime Minister to the Vietnam Ship Industry Corporation Group.

e) Ministries, agencies at ministerial level, and government agencies perform state management functions in related fields concerning the Vietnam Ship Industry Corporation Group.

g) The Board of Directors of the Vietnam Ship Industry Corporation Group: represents the direct state owner at the Vietnam Ship Industry Corporation Group and the owner for joint stock companies invested in wholly by the group. Pilot the delegation to the Vietnam Ship Industry Corporation Group Board of Directors to decide and be responsible for establishing joint stock companies, subsidiaries held 100% by the group, converting subsidiaries into limited liability companies operating under the parent-subsidiary model, after obtaining the Prime Minister's approval.

 The Board of Directors of the Vietnam Ship Industry Corporation Group:

 - Develop proposals for the establishment of new entities, reorganization, dissolution, and ownership conversion within the Vietnam Ship Industry Corporation Group to submit to the Prime Minister; implement according to approved proposals.

 - Decide on the objectives, strategies, long-term plans, and business sectors of the Vietnam Ship Industry Corporation Group after obtaining the Prime Minister's approval and of joint stock companies wholly owned by the Vietnam Ship Industry Corporation Group.

 - Approve the Articles of Association and amendments and supplements to the Articles of Association of joint stock companies wholly owned by the Vietnam Ship Industry Corporation Group.

 - Decide on the use, investment, and adjustment of capital and other resources invested by the Vietnam Ship Industry Corporation Group in joint stock companies and subsidiaries, but must ensure the required charter capital when establishing enterprises or the statutory capital for industries and professions as stipulated by law.

 - Decide on the use of capital of the Vietnam Ship Industry Corporation Group to invest in establishing subsidiary units wholly owned by the Vietnam Ship Industry Corporation Group but not exceeding the investment amount within the Board of Directors' decision-making authority and after obtaining the Prime Minister's approval.

Approves the capital contribution plan of the corporation, subsidiaries it wholly owns the charter capital for establishing new state-owned joint-stock companies, state-owned limited liability companies with one member, and state-owned limited liability companies with two or more members outside the industries, fields, and areas specified in Article 6 of the State Enterprise Law.

Decides or authorizes the General Director to decide on joint venture projects with foreign investors and overseas investment projects of the corporation and subsidiaries it wholly owns the charter capital.

Decides on the appointment, dismissal, removal from office, signing of contracts, rewards, and disciplinary actions for the General Director after obtaining the Prime Minister's approval.

Inspects and supervises the Chairman of the Corporation, General Director, and directors of subsidiary units in performing their functions and tasks as stipulated by the State Enterprise Law and the Vietnam Shipbuilding Industry Group Charter.

8. The organizational structure of the Vietnam Shipbuilding Industry Group includes:

 - Vietnam Shipbuilding Industry Consulting and Design Company;

- Vietnam Shipbuilding Industry Engineering Control and Information Company;

- Vietnam Shipbuilding Import-Export Company;

- Vietnam Shipbuilding Industry Development Company;

- Vietnam Shipbuilding Investment and Industry Development Southern Company.

 - Foreign Labor Training Cooperation Center;

- Information Technology Technology Center.

9. Subsidiaries are wholly-owned corporations by the Vietnam Shipbuilding Industry Group operating under the parent-subsidiary model, including:

 - Nam Trieu Shipbuilding Industry Corporation;

 - Bach Dang Shipbuilding Industry Corporation;

 - Dung Quat Shipbuilding Industry Corporation;

 - Saigon Shipbuilding Industry Corporation;

 - Vinashin Financial Corporation;

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

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

 - Vinashin Heavy Industry Corporation established based on the restructuring of member enterprises of the Vietnam Shipbuilding Industry Corporation in the auxiliary industry sector for shipbuilding;

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

10. Subsidiaries wholly-owned by the Vietnam Shipbuilding Industry Group operating under the parent-subsidiary model include:

 - Ben Kien Shipbuilding Limited Liability Company;

 - Pha Rung Shipbuilding Limited Liability Company;

 - Ha Long Shipbuilding Limited Liability Company;

 - Da Nang Shipbuilding Limited Liability Company;

 - Nha Trang Shipbuilding Industry Limited Liability Company;

 - Sai Gon Shipbuilding and Marine Industry Limited Liability Company; - Soai Rap Shipbuilding Industry Company (newly established).

11. Companies in which the Vietnam Shipbuilding Industry Group holds over 50% of the charter capital:

 - Investment and Transport Trade Company;

 - Export-Import Material Shipbuilding Company;

 - Vinashin Refrigeration Technology Joint Stock Company;

 - Vinashin Shipbuilding Technology and Science Joint Stock Company;

 - Truong Xuan Shipbuilding Joint Stock Company;

 - Vinashin Computer-Control-Communication Joint Stock Company;

 - Hai Long Shipbuilding Joint Stock Company;

 - Hoang Anh Shipbuilding Joint Stock Company;

 - Shinec Shipbuilding Joint Stock Company;

 - Shipbuilding Joint Stock Company;

 - Vinashin Construction Joint Stock Company;

 - Vinashin Construction and Infrastructure Development Joint Stock Company;

 - Vinashin Ship Construction Engineering Joint Stock Company;

 - Vinashin Trading and Construction Joint Stock Company;

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

 - Vinashin Construction and Investment Joint Stock Company;

 - Vinashin Precision Machinery Joint Stock Company;

 - Vinashin Shipbuilding and Trade Hung Vuong Joint Stock Company;

 - Vinashin Urban Development and Shipyard Technology Park Investment and Development Joint Stock Company;

 - Vinashin Consulting and Construction Joint Stock Company;

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

 - Vinashin Multimodal Transport Joint Stock Company;

 - Vinashin Shipbuilding Technology Application and Development Joint Stock Company;

 - Vinashin Central Vietnam Construction and Investment Joint Stock Company;

 - Vinashin Container Joint Venture Company;

 - Member companies of the Corporation currently undergoing shareholding reform.

12. Associated companies in which the Vietnam Shipbuilding Industry Group holds less than 50% of the charter capital:

 - Shintec Shipbuilding Industry Technical Environment Joint Stock Company;

 - Habubank Joint Stock Commercial Bank;

 - Hyundai-Vinashin Marine Repair Factory Limited Liability Company;

 - Shellgas Haiphong Joint Venture Company;

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

 - Visco (Vietnam-Korea Old Ship Recycling Joint Venture);

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

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

 - Vietnam-Korea Ship Design and Technical Service Joint Venture Company;

 - Aalborg Industrial Limited Liability Company (steam boiler production for ships);

 - Koyo-Vinashin Marine Equipment Limited Liability Company.

13. Public service units:

 - Vietnam Shipbuilding Science and Technology Institute;

 - Vinashin Comprehensive University;

 - Bach Dang Technical Workers' School;

 - Vietnam Shipbuilding Industry Technical and Vocational School I in Hai Phong;

 - Vietnam Shipbuilding Industry Technical and Vocational School II in Ho Chi Minh City;

 - Vietnam Shipbuilding Industry Technical and Vocational School III in Da Nang.

Article 2. Implementation organization:

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

2. The Board of Directors of Vietnam Ship Industry Group:

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

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

- Shall decide to establish the corporations mentioned in Clause 8, Article 1 of this Decision;

- Shall decide to convert the companies mentioned in Clause 9, Article 1 of this Decision into a single-member limited liability company operating under the parent-subsidiary model after receiving the Prime Minister's approval of the conversion plan and implementation timeline. Direct investment development of these companies, when they meet the conditions, build a proposal to establish a corporation to be submitted to the Prime Minister for approval in accordance with current regulations;

- Shall approve the Charter on organization and operation of the corporations and member companies it holds 100% of the charter capital;

- Shall submit to the Ministry of Finance for approval of the Financial Regulations of Vietnam Ship Industry Group.

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

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