Decision No. 12/2006/QĐ-BCN On the transfer of Vietnam Minerals Corporation to operate under the holding company - subsidiary company model

Pursuant to …;

Regarding the transfer of Vietnam Mineral Joint Stock Corporation to operate

under the holding company - subsidiary model

______________

THE MINISTER OF INDUSTRY

On the basis of 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;

On the basis of Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization and management of state-owned joint stock corporations and the transformation of state-owned joint stock corporations and independent state-owned companies into holding company - subsidiary models;

On the basis of Decision No. 345/2005/QĐ-TTg dated December 26, 2005 on the establishment of Vietnam Coal-Mineral Industry Group;

On the basis of Circular No. 1865/VPCP-ĐMDN dated April 7, 2006 of the Government Office regarding the transfer of Vietnam Mineral Joint Stock Corporation to operate under the holding company - subsidiary model;

Considering the proposal of the Board of Directors of Vietnam Coal-Mineral Industry Group (Proposal No. 2586/TTr-HĐQT dated April 19, 2006);
At the recommendation of the Director of the Personnel and Organization Department;

Pursuant to …;

Article 1. Transfer Vietnam Mineral Joint Stock Corporation to operate under the holding company - subsidiary model.

1. The holding company shall be established based on the reorganization of the General Office of the Corporation and its affiliated units including Sin Quyền Copper Concentration Company, Ta Lung Copper Smelting Company, and the Management Board of the Bauxite-Nickel Complex in Lam Dong Province.

The holding company is a state-owned 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 provisions of the law; it has autonomy in business operations; and it is responsible for inheriting all legal rights and obligations of Vietnam Mineral Joint Stock Corporation.

The holding company is part of the organizational structure of Vietnam Coal-Mineral Industry Group.

2. The holding company has:

a) Name: Vietnam Mineral Joint Stock Corporation;

b) International trade name: Vinacomin – Minerals Corporation;

c) Abbreviation: VIMICO;

d) Head office: No. 562 Nguyen Van Cu Street, Long Bien District, Hanoi City;

3. Registered capital: 728,714,593,993 VND (Seven hundred twenty-eight billion, seven hundred fourteen million, five hundred ninety-three thousand, nine hundred ninety-three VND).

4. Main business activities of the holding company:

- Surveying, exploring geological resources of various minerals;

- Extracting various types of minerals, precious metals (tin, lead, zinc, copper, aluminum); ferrous metals (iron, manganese, ferroalloys...); non-metallic minerals, rare minerals such as rare earths, gold, silver, platinum, gemstones and semi-precious stones; raw materials for jewelry such as pearls, corals; construction materials;

- Processing, concentrating, enriching ores; smelting precious metals, smelting ferrous metals and processing minerals; crafting gold, silver, gemstones, pearls, corals;

- Researching and applying new technologies in the field of mineral extraction and processing (mining technology, ore concentration; metal smelting, processing and manufacturing of metals and non-metals), gemstones, gold, pearls, jewelry;

- Training experts in gemology, technical workers for processing and crafting gemstones, gold, jewelry and artistic goods;

- Appraising, consulting and providing information in the field of gemstone technology, gold, pearls, jewelry and artistic goods;

- Trading and importing/exporting various types of minerals; products processed from minerals, gemstones, gold, pearls, jewelry, raw materials and equipment for the mining and mineral processing industry, gemstones, gold and jewelry;

- Construction of industrial mines and metallurgical projects and civil works;

- Consulting on investment and construction in the field of mineral extraction and processing;

- Trading and hotel services, leasing offices, transportation services;

- Engaging in other businesses in compliance with the law.

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

6. Rights and obligations of the holding company; organization and management of the holding company; relationships between the holding company and subsidiaries, companies with equity participation of the holding company; relationships between the holding company and Vietnam Coal-Mineral Industry Group and competent state agencies are stipulated in the Charter of the holding company's organization and operation.

Article 2. Subsidiary companies and companies with capital contribution from the Parent Company.

1. Subsidiary companies are single-member limited liability companies and joint-stock companies in which the Parent Company holds more than 50% of the charter capital, organized and operated according to the relevant legal regulations corresponding to the legal form of the subsidiary company, including:

1. Single-member limited liability company Metal Color Nghe An-Tien Giang.

2. Single-member limited liability company Metal Color Thai Nguyen.

3. Single-member limited liability company Mineral Resources 3.

4. Joint-stock company Mining Materials - Geology.

5. Joint-stock company Geology and Mineral Resources.

6. Joint-stock company Mineral Resources Development 4.

7. Joint-stock company Mineral Resources and Metallurgy Cao Bang.

2. Companies with capital contribution from the Parent Company are companies holding less than 50% of the charter capital of the Parent Company, organized under the form of joint-stock companies or foreign joint ventures, organized and operated according to the relevant legal regulations corresponding to their legal forms, including:

1. Joint-stock company Drilling and Mining Technical Services.

2. Joint-stock company Mineral Export-Import.

3. Joint-stock company Mineral Resources and Mining Machinery.

4. Joint-stock company Precious Stones and Gold Hanoi.

5. Joint-stock company Precious Stones and Gold Lam Dong.

6. Joint-stock company Mineral Resources Development 6.

7. Joint-stock company Precious Stones and Gold Yen Bai.

8. Joint-stock company Mineral Resources Development.

9. Foreign Joint Venture Vietnam Japan Gemstones.

10. Foreign Joint Venture Phu Yen Gold Exploration.

11. Foreign Joint Venture PUNSANCAP Gold Exploration.

Article 3. The Board of Directors of Vietnam Coal-Mineral Industry Group shall be responsible for directing the Board of Directors of Vietnam Minerals Corporation to:

1. Draft the Charter on organization and operation of the Parent Company for approval by the Minister of Industry;

2. Draft the Financial Regulations of the Parent Company for approval by the Minister of Finance.

Article 4. This Decision shall take effect fifteen days after its publication in the Official Gazette.

The Head of the Ministry's Office, the Inspector General of the Ministry, Heads of Departments and Directorates under the Ministry, the Boards of Directors, General Directors of Vietnam Coal-Mineral Industry Group, the Boards of Directors, General Directors of Vietnam Minerals Corporation, and Heads of related units shall be responsible for implementing this Decision./.