Decision No. 127/2006/QĐ-BQP on the establishment of the Northeast General Corporation

Pursuant to …;

Regarding the establishment of the Northeast General Corporation

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MINISTER OF NATIONAL DEFENSE

Pursuant to the Law on Legislative Acts of Regulations dated November 12, 1996, amended and supplemented on December 16, 2002;

Pursuant to the Law on State-Owned Enterprises dated November 29, 2005;

Pursuant to Decree No. 30/2004/NĐ-CP dated January 16, 2004 of the Government stipulating the functions, tasks, organizational structure of the Ministry of National Defense;

Pursuant to Decision No. 93/2006/QĐ-TTg dated April 26, 2006 of the Prime Minister approving the restructuring plan for the Northeast Company into the Northeast General Corporation;

Considering the proposal of the Deputy Chief of General Staff.

Pursuant to …;

Article 1. Establish the Northeast General Corporation operating under the holding company-subcompany model based on the restructuring of the Northeast Company.

1. Full name: Northeast General Corporation.

2. International trade name: North Eastern Corporation; Abbreviation: NECO.

3. Head office: Hong Hai Ward, Ha Long City, Quang Ninh Province.

4. Registered capital: 150 billion VND (One hundred and fifty billion VND).

Article 2. The Northeast General Corporation is a state-owned enterprise under the Ministry of National Defense; a subsidiary of the Vietnam Coal-Mineral Industry Group; it has legal personality, seal, emblem, organizational and operational charter; it is allowed to open accounts at banks and State Treasury according to the provisions of the law; it operates independently; it is responsible for inheriting all legal rights and obligations of the Northeast Company.

Article 3. Business activities of the Northeast General Corporation

1. Exploitation, processing, and trading of coal.

2. Exploitation, processing, and trading of minerals.

3. Production and trading of construction materials.

4. Construction of industrial, civil, transportation, water conservancy projects, installation of power transmission lines and substations.

5. Investment and trading of infrastructure.

6. Manufacturing, repairing, assembling mechanical products, transport vehicles, specialized vehicles, marine transportation means, and industrial electrical equipment.

7. Waterway and road transportation.

8. Import and export of materials and goods for production.

9. Agency for petroleum products.

Article 4. Management organization of the Northeast General Corporation:

1. The management structure of the holding company - Northeast General Corporation includes: General Director, Deputy General Directors; Chief Accountant and supporting staff.

The General Director, Deputy General Directors, and Chief Accountant of the General Corporation are appointed and relieved of their duties by the Minister of National Defense.

2. The organizational structure of the Northeast General Corporation includes:

a) Dependent units directly under the holding company include:

- West Highland Mineral Exploitation Company;

- Port Company, Coal Processing and Trading Company;

- Product Inspection Station; Mine Transport Route Management Team.

b) Wholly-owned subsidiaries (holding 100% of registered capital):

- Limited Liability Company 45 (based on the restructuring of Coal Mining Enterprise 45);

- Limited Liability Company 86 (based on the restructuring of Coal Mining Enterprise 86);

- Limited Liability Company 35 (based on the merger of Coal Mining Enterprise 148 into Coal Mining Enterprise 35);

- Limited Liability Company 91 (based on the merger of Coal Mining Enterprise Quang Loi into Coal Mining Enterprise 91);

c) Subsidiaries with controlling shares held by the holding company include:

- Saigon Coal Processing and Trading Joint Stock Company (based on the shareholding reform of the Ho Chi Minh City Branch of the Northeast Company);

- Red River Coal Processing and Trading Joint Stock Company (based on the shareholding reform of the Hanoi Branch of the Northeast Company);

- Comprehensive Construction and Trading Joint Stock Company (based on the shareholding reform of the Comprehensive Construction and Trading Enterprise);

- Joint Stock Company 790 (based on the shareholding reform of Coal Mining Enterprise 790);

- Joint Stock Company 397 (based on the shareholding reform of Coal Mining Enterprise 397);

- Thang Long Joint Stock Company (based on the shareholding reform of Coal Mining Enterprise Thang Long);

- Khe Sim Joint Stock Company (based on the shareholding reform of Khe Sim Coal Mining Enterprise);

- Joint Stock Company 496 (based on the shareholding reform of Mineral Exploitation Enterprise);

Subsidiaries have legal personality, names, assets, and separate management structures; they bear civil responsibility within the scope of their corporate assets; they are organized and operate according to the relevant laws corresponding to the legal form of the subsidiaries.

d) Associated companies (limited liability companies) with less than 50% of registered capital held by the General Corporation are organized and operate according to the relevant laws corresponding to the legal form of the company, including:

- Halong Transportation Joint Stock Company (newly established);

- Military Commercial Joint Stock Bank;

- Nhon Co Aluminum Joint Stock Company.

Article 5. The Northeast General Corporation has the following responsibilities:

1. To develop the organizational and operational charter of the General Corporation in accordance with the Law on Enterprises and Decision No. 93/2006/QĐ-TTg dated April 26, 2006 of the Prime Minister approving the restructuring plan for the Northeast Company into the Northeast General Corporation.

2. To determine the timeline for establishing member units, to build the organizational structure and supporting staff of the General Corporation and its member units, and report to the Ministry of National Defense for consideration and decision.

Article 6. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

The Deputy Chief of General Staff, the Director of the Political General Department, the Director of the Economic Department, the General Director of the Northeast General Corporation, and the heads of related agencies and units are responsible for implementing this Decision.