Decree No. 13-CP Regarding the establishment of Vietnam Coal Corporation (VCC) and promulgating the Charter of VCC

DECREE OF THE GOVERNMENT

Regarding the establishment of Vietnam Coal Corporation

and promulgation of its Charter

THE GOVERNMENT

Pursuant to the Government Organization Law dated September 30, 1992;

Pursuant to the conclusions of the Government meeting on January 6, 1994;

Considering the proposal of the Minister of Energy regarding the implementation of Decision No. 91/TTg dated March 7, 1994 of the Prime Minister on piloting the establishment of business groups,

DECREE:

Article 1. Vietnam Coal Corporation is hereby established according to the contents of Decision No. 563/TTg dated October 10, 1994 of the Prime Minister.

Article 2. The Charter of organization and operation of Vietnam Coal Corporation is hereby promulgated together with this Decree.

Article 3. Ministers of the Ministries of Energy, Finance, the Government Organizational and Cadre Affairs Board, Governor of the State Bank, and other ministers and heads of agencies equivalent to ministries and agencies under the Government related to this matter shall guide the implementation based on this Charter.

Article 4. The Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairpersons of People's Committees of provinces and centrally governed cities are responsible for implementing this Decree.

Ministers and heads of agencies equivalent to ministries and agencies under the Government, Chairpersons of People's Committees of provinces and centrally governed cities, Management Boards and General Directors of Vietnam Coal Corporation are responsible for enforcing this Decree.

CHARTER OF ORGANIZATION AND OPERATIONS OF VIETNAM COAL CORPORATION

(Promulgated together with Decree No. 13/CP dated January 27, 1995 of the Government)

PART I

GENERAL PROVISIONS

Article 1. Vietnam Coal Corporation (hereinafter referred to as the Corporation) is a large state enterprise comprising many member enterprises and public service units operating throughout the country.

Vietnam Coal Corporation is responsible for organizing exploration, mining, and processing of coal, organizing a distribution network for domestic coal markets and exporting coal, ensuring coal requirements for national construction in accordance with the strategic orientation of economic and social development set by the State, and according to tasks assigned by the Prime Minister during each period. Utilizing existing capabilities, the Corporation conducts multi-industry business operations based on developing the coal industry within registered business sectors as prescribed by law.

The headquarters of the Corporation is located in Ha Long City, Quang Ninh Province.

Vietnam Coal Corporation has the abbreviated name: Vietnam Coal (TVN).

The international trading name is Vietnam National Coal Corporation, abbreviated as Vinacoal.

Article 2. The Corporation has legal personality, seals, and is entitled to open accounts at domestic and foreign banks, and operates according to this Charter. The Corporation implements comprehensive economic accounting systems, establishes centralized funds as prescribed by the State. Member enterprises, dependent accounting units, and public service units all have legal personality and operate in accordance with laws and the Corporation's Charter.

Article 3. The State assigns mineral resources and land to the Corporation for management, exploitation, and utilization to fulfill the tasks mentioned in Article 1 above. The Corporation is responsible for planning, zoning management boundaries, managing and exploiting resources, protecting and utilizing land, managing mines, and protecting the environment in accordance with purposes and laws, fulfilling obligations and rights in areas authorized by the State for management, protection, and exploitation.

Article 4. The State assigns capital and assets to the Corporation, which may mobilize various sources of capital both domestically and internationally in different forms as prescribed by the State to fulfill its tasks. The Corporation is responsible for preserving the assigned capital, continuously accumulating capital for investment and development, fulfilling financial obligations to the State. The Corporation must constantly improve equipment, technology, and management work to reduce production costs and enhance product quality.

Article 5. The Corporation has the right to select and utilize human resources corresponding to its production and business tasks; create conditions to promote workers' autonomy in production and business management, increase labor productivity and work efficiency, care for training and nurturing human resources of the Corporation, improve living and working conditions for workers.

Article 6. The organizational structure of the Corporation includes:

1. Management Board. Supporting the Management Board are the Audit Committee and the Office.

2. General Director. Supporting the General Director are several Deputy General Directors, the Office, and functional departments.

3. Member units of the Corporation.

PART II

MANAGEMENT BOARD

Article 7. The Management Board is the highest authority making decisions in the Corporation. The Management Board is entrusted by the State to perform the function of representing the State's ownership interests over the entire Corporation in accordance with the law and this Charter, and is accountable to the State and the Prime Minister.

Members of the Management Board are appointed by the Prime Minister upon the recommendation of the Minister of Energy. Prior to making recommendations, the Ministry of Energy must obtain agreement from the Minister and the Head of the Government Organizational and Cadre Affairs Board.

Article 8. The Management Board of the Corporation consists of five full-time members:

Chairman,

One Vice-Chairman,

General Director,

Two members who are experts in law, technology, and economics.

Article 9. The Management Board has the following duties and powers:

1. Together with the General Director, receive from the State the allocation of mineral resources, land, capital (including debt), including fixed assets, and human resources to implement the goals and tasks assigned to the Corporation by the State;

2. Examine and approve plans for allocating capital and debt, preserving and developing capital, and plans for adjusting and mobilizing capital proposed by the General Director; witness the General Director's re-allocation of the aforementioned resources to member units for their use, preservation, and development in accordance with the approved plan;

3. Supervise and inspect the General Director and member units in the use, preservation, and development of State-assigned resources, implementation of resolutions and decisions of the Management Board, compliance with laws, and fulfillment of obligations to the State;

4. Approve proposals of the General Director to submit to the Prime Minister for approval of the Corporation's long-term strategy, planning, and five-year plans; approve zoning plans for resource management, protection, and exploitation for member units; decide on the annual plan of the Corporation for the General Director to allocate to member units.

5. Submit to the Prime Minister for approval or, if authorized by the Prime Minister, decide joint venture projects with foreign countries as prescribed by the Government; decide domestic joint venture projects and large economic contracts. Submit to the Prime Minister for investment decisions on Group A projects; submit to the Minister in charge of the sector for investment decisions on Group B projects; decide on Group C projects. Delegate authority to the General Director or the Director of member enterprises to approve small investment projects. Approve production and business organization plans, management organizations of member units. Coordinate with local authorities and mass organizations in protecting assets;

6. Issue and supervise the implementation of economic and technical norms and standards, including wage rates, construction industry unit prices and norms, product standards, brand names, product and service selling prices applicable within the Corporation, wholesale prices and retail price ranges for coal and explosive materials based on the General Director's proposal, in accordance with general regulations of the sector and the country. Adjust resource tax payment levels among member units to ensure full payment of total resource taxes due within the Corporation;

7. Draft and submit to the Prime Minister for approval the Charter of the Corporation's organizational structure and operations and amendments thereto; approve the organizational structure and operation charters of member units and amendments thereto upon the General Director's proposal. Direct the General Director to implement production organization plans, restructure member units and subordinate units to implement Decision No. 381/TTg dated July 27, 1994 and Directive No. 382.TTG dated July 28, 1994 of the Prime Minister. Propose the establishment, merger, dissolution of member units within the Corporation according to government regulations; decide on the establishment of representative offices and branches of the Corporation both domestically and abroad according to government regulations;

Decide on the total staffing of the Corporation's management system and adjust it when necessary upon the General Director's proposal.

Submit to the Prime Minister for appointment, dismissal, commendation, and disciplinary action against the General Director; submit to the Minister of Energy for appointment, dismissal, commendation, and disciplinary action against Deputy General Directors upon the General Director's proposal; decide on the appointment, dismissal, commendation, and disciplinary action against the Directors of member units upon the General Director's proposal;

8. Approve the General Director's proposals regarding the establishment and utilization of centralized funds consistent with the Corporation's business plan and financial plan, following the guidelines of the Ministry of Finance;

9. Approve the annual consolidated financial report (including asset summary) of the Corporation and its member units submitted by the General Director and request the General Director to publish the Corporation's consolidated financial report according to the regulations of the Ministry of Finance;

Article 10. The Board of Management bears collective and individual responsibility before the Prime Minister and the law for performing assigned tasks. If the Chairman and other members of the Board of Management fail to complete their assigned tasks, make erroneous decisions beyond their authority causing harm to national interests, damage to state capital, assets, resources, people's property, negative impact on the Corporation's activities, or violate other state regulations, they will be administratively disciplined, required to compensate for losses, or criminally prosecuted according to the law depending on the severity of the offense;

Article 11. Working regime of the Board of Management:

1. The term of office of Board of Management members is five years. Board of Management members may be reappointed. The term of newly appointed members starts from the date of appointment;

2. The Board of Management convenes regular meetings as stipulated by the Board of Management to review and decide on matters within its duties, powers, and responsibilities as stated in Articles 9 and 10. At the end of each fiscal year, the Board of Management convenes to review business results, approve the Supervisory Board's report, the consolidated financial report, and the next year's business plan;

3. The Board of Management can convene extraordinary meetings to handle urgent matters when requested by the Chairman, more than half of the members, or the General Director;

4. The Chairman of the Board of Management convenes and chairs all Board meetings; in case of unavoidable absence, he delegates authority to the Vice-Chairman to chair the meeting. The meeting can only proceed if at least two-thirds of the Board members are present;

5. When the Board of Management convenes to discuss strategic development issues, five-year and annual planning, major investment projects, foreign joint ventures, annual financial reports, issuance of economic and technical norm systems of the Corporation, representatives from the Ministry of Energy and related ministries must be invited to attend. In cases involving important matters related to local authorities, representatives from the provincial People's Councils must also be invited. These representatives have the right to speak but not to vote; if they find that Board resolutions and decisions harm common interests, they have the right to file written objections to the Board and simultaneously report to their respective superiors for consideration and resolution within their jurisdiction. In necessary cases, these superiors report to the Prime Minister;

6. When the Board of Management convenes to discuss matters related to the rights and obligations of workers and staff, it must invite representatives with authority from the industry trade union to attend. These representatives have the right to express opinions but not to vote and have the right to file objections to the Board, relevant state agencies, the industry trade union, and the Vietnam General Confederation of Labor if they believe that Board resolutions and decisions infringe upon the rights and obligations of workers and staff within the Corporation.

7. The Management Board operates under a collective system, adopting Resolutions and Decisions at meetings through voting according to the principle of majority of Board members. Meeting materials and agendas must be sent by the Chairman of the Management Board to all members and invited representatives at least five days before the meeting date. The contents and conclusions of the meetings must be recorded in minutes signed by all attending Board members.

8. Resolutions and Decisions of the Management Board are effective for the entire Corporation. In cases where the Resolutions and Decisions of the Management Board do not align with the opinions of the General Director, the General Director must implement them while having the right to reserve their opinion and report in writing to the relevant Minister and the Prime Minister.

Article 12. The Management Board has an Office consisting of a number of specialists and staff chosen by the Chairman of the Management Board. The staffing of the Office is decided by the Management Board. The operating costs of the Management Board are included in the management fees of the Corporation. The General Director uses his own organization to ensure necessary conditions and means for the operation of the Management Board.

Article 13. Audit Committee:

1. The Management Board establishes an Audit Committee to oversee and inspect financial and business operations within the Corporation in accordance with the law and the Charter of the Corporation. The Management Board specifies the specific tasks and powers of the Audit Committee.

The Audit Committee consists of five people, with one member of the Management Board serving as the head. Besides the head, two full-time members of the Audit Committee are appointed by the Chairman of the Management Board with the agreement of the Trade Union Executive Committee, one representative from the State Capital and Asset Management General Department appointed by the General Director, and one representative from the Ministry of Energy appointed by the Minister. These two representatives work on a part-time basis.

2. Members of the Audit Committee have a term of five years. During their tenure, if a member fails to fulfill their duties, they will be replaced. The term of a newly appointed member starts from the date of appointment.

3. The Audit Committee operates according to programs and tasks assigned by the Management Board. The Audit Committee reports to the Management Board on the results of oversight and inspection as required by the Management Board and proposes recommendations to enhance and improve management of various aspects of the Corporation's activities in accordance with the Charter and the law.

4. The Audit Committee is invited to attend regular meetings of the General Director and some meetings of the Management Board.

5. The operating expenses of the Audit Committee are guaranteed by the Management Board's Office and are part of the operating expenses of the Management Board.

CHAPTER III

THE GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 14.

1. The General Director is the legal representative of the Corporation in all its activities and is responsible before the law. The General Director has the highest authority in managing the Corporation, directly accountable to the state and the Management Board for the efficient use of resources allocated to the Corporation.

2. Deputy General Directors are assigned and delegated by the General Director to manage and direct one or more areas of activity of the Corporation.

3. The Office and specialized departments have the function of advising and assisting the General Director in management and operational matters.

4. The management costs of the Corporation's organizational structure (including the operating costs of the Management Board) are accounted for in the cost of products of member enterprises.

Article 15. The General Director has the following responsibilities and powers:

1. Together with the Management Board, sign and accept natural resource assets, land, capital, and debt owned by the state, human resources assigned by the state for management and use according to the goals and tasks assigned by the state to the Corporation; allocate the resources received from the state to member units for use, preservation, and development in accordance with the plans approved by the Management Board as stipulated in Article 9;

2. Develop and submit to the Management Board the Corporation's development strategy, planning, five-year and annual plans, and proposals for coordinating business plans among units within the Corporation. Issue decisions to organize and implement the approved strategies, plans, and proposals;

3. Develop investment projects, joint ventures with foreign and domestic partners, large economic contracts of the Corporation, organizational schemes for production and business operations, and submit them to the Management Board for approval as provided in Article 9 (Clause 5). Decide on small-scale investment projects of the Corporation and organize their implementation;

4. Develop and submit to the Management Board for issuance or be authorized to issue economic and technical norms, product standards, wage rates, internal product and service prices, wholesale prices, and retail price ranges for coal and explosive materials in compliance with general industry and state regulations. Implement and monitor member units' compliance with decisions on norms, standards, and rates throughout the Corporation;

5. Propose to the Management Board to submit to the Minister of Energy for the appointment, dismissal, commendation, and disciplinary action of Deputy General Directors of the Corporation; propose to the Management Board for the appointment, dismissal, commendation, and disciplinary action of directors of member units. Decide on the appointment, dismissal, commendation, and disciplinary action of deputy directors of member units and directors of subordinate units of member units based on the proposal of the director of the member unit. Decide on the appointment, dismissal, commendation, and disciplinary action of heads and deputies of departments and the Office of the Corporation.

Develop and submit to the Management Board for approval the total staffing plan of the Corporation's management structure and adjustment plans when changing the organizational structure and staffing of the Corporation and member units; directly establish and manage the Corporation's management structure; inspect the staffing of the management structures of member units; approve plans for reorganization, establishment, and dissolution of subordinate units of member units.

6. Recommend the Management Board to adjust capital and resources when reallocating them to member units and to make adjustments when there is a change in the tasks of member units through increasing or decreasing capital. Implement and direct the Financial Company of the Corporation to carry out capital raising and lending to meet the capital requirements of the Corporation and its member units. Issue decisions on the mobilization and use of centralized funds of the Corporation;

7. Establish centralized funds of the Corporation in accordance with the regulations of the Government, guidelines of the Ministry of Finance, and decisions of the Management Board, including:

a) The investment development fund established from basic depreciation funds and reinvestment income.

Basic depreciation funds and investment income of dependent enterprises are concentrated at the Corporation for investment according to the annual plan.

If the Corporation raises basic depreciation funds and reinvestment income of independently accounted enterprises, it must follow the principle of borrowing and repayment, with internal interest rates approved by the General Director based on the authorization of the Management Board and in accordance with the guidelines of the Ministry of Finance.

b) The scientific research and training fund established from production development funds of member units and state budget funding for public services and training (if any). In addition, public service units of the Corporation can also enter into research and training contracts with enterprises within and outside the Corporation to supplement their operating funds.

c) Financial reserve funds, reward funds, welfare funds at the Corporation's headquarters established in accordance with the guidelines of the Ministry of Finance.

d) Health insurance fund established in accordance with the guidelines of the Ministry of Finance and the Ministry of Health;

8. Pay taxes arising from business activities conducted by the Corporation under centralized accounting as prescribed by law. The Corporation does not have to pay turnover tax on products and services produced internally for internal use. Assets transferred within the Corporation do not require payment of registration fees or land value tax.

9. Prepare an annual consolidated financial report (including a summary of assets) of the Corporation, clearly distinguishing between the Corporation's centralized accounting portion and that of independently accounted member units for approval by the Management Board. The consolidated financial report must be based on documents confirmed by a legitimate auditing agency;

10. Be authorized to make decisions beyond their authority in emergency situations (such as natural disasters, fires, accidents, incidents) and bear responsibility for those decisions, while immediately reporting to the Management Board and relevant authorities for further resolution.

PART IV

MEMBER UNITS OF THE CORPORATION

Article 16. Vietnam Coal Corporation has member units consisting of independent state enterprises (including the Financial Company), dependent state enterprises, and public service units (listed in the Appendix attached to this Charter).

Each member unit of the Corporation is organized and operates according to its own Charter in compliance with the law, this Charter, and is approved by the Management Board.

Member units have legal personality, seals, offices, and bank accounts opened in accordance with the accounting methods stipulated in the Corporation's Charter and the individual Charters of each member unit.

Article 17. Independent enterprises within the Corporation are both bound by rights and obligations towards the Corporation and enjoy autonomy in business operations and financial activities as independent economic entities, specifically:

1. In strategy and development investment:

a) Enterprises are assigned or authorized to organize and implement development projects according to the Corporation's plan. Enterprises are provided with resources by the Corporation to execute these projects.

b) Enterprises invest in construction and development projects not directly managed by the Corporation but self-raised and financially responsible for themselves.

2. In business production activities:

Enterprises establish and implement their plans based on:

a) Ensuring key indicators, goals, major balances, and main economic and technical standards (including unit prices and prices) of the enterprise consistent with the Corporation's overall plan.

b) Expanding production and business plans based on optimal utilization of all available resources and self-raising funds in line with market needs.

3. In financial and accounting activities:

a) Enterprises receive a portion of the capital and resources allocated by the State to the Corporation, which the Corporation reallocated to the enterprise, including additional decisions to increase or decrease (if any). Enterprises are responsible for preserving capital and developing these resources.

b) Enterprises have the right to raise capital and other credit sources in accordance with the law to implement their production and business plans and development investments.

c) Enterprises may form basic construction investment funds, production development funds, reward funds, welfare funds, and financial reserve funds in accordance with state regulations. Enterprises are obligated to contribute to and benefit from centralized funds of the Corporation as stipulated in this Charter and decisions of the Corporation's Management Board.

d) As an independent economic entity, enterprises are responsible for paying various taxes and other financial obligations to the State as prescribed by law.

đ) Enterprises may be authorized by the Corporation to sign and implement contracts with customers domestically and internationally on behalf of the Corporation.

4. In organizational, staff, and labor matters:

a) Enterprises have the right to request the Corporation to consider and decide or be authorized by the Corporation to decide on the organization, dissolution, merger of their member units and management structures in accordance with the Corporation's Charter and the individual Charter of the enterprise.

b) Depending on the requirements of their operations, member enterprises of the Corporation may establish subordinate units. These subordinate units shall operate under dependent accounting, have seals according to the model of state-owned enterprise seals, be allowed to open bank accounts, and enter into economic contracts within the scope of classification and authorization granted by the member enterprises of the Corporation.

c) Within the total staffing quota permitted by the Corporation, the enterprise has the right to select, arrange for employment, or terminate the employment of officials working in its management system. The appointment or dismissal of managerial positions within the organizational structure and member units shall comply with the classification stipulated in Article 9 (Clause 7) and Article 15 (Clause 5) of this Charter.

d) The enterprise has the right and responsibility to care for the development of human resources to ensure the fulfillment of production and business tasks and the corporate development strategy; to improve working conditions and living conditions of workers in accordance with the Labor Law and the Trade Union Law.

Article 18. Dependent-accounting enterprises of the Corporation are autonomous in production and business activities, financial operations, organization, and personnel matters with duties and powers as prescribed for independent-accounting member enterprises in Article 17 (except Clauses 1b, 2b, 3b, 3d, and 4b).

The authority to implement the items listed above shall only be valid when there is written classification and authorization from the Corporation.

Article 19. Service units with organizational and operational regulations approved by the General Director pursuant to the authorization of the Management Board shall conduct internal accounting based on revenue covering expenses, and if possible, may receive partial funding support from the state budget for their operational costs. They may generate income from providing services, scientific research contracts, and training for units both within and outside the Corporation, and enjoy distribution of incentive funds and welfare funds at the average level of those working in the Corporation's organizational structure.

Article 20. The Financial Company is a member of Vietnam Coal Corporation, operating in accordance with laws and guidelines issued by the Governor of the State Bank, as stipulated in the Charter approved by the Management Board and under the direction of the General Director of Vietnam Coal Corporation.

The Financial Company fulfills the task of raising capital and lending capital to meet the capital needs of the Corporation and its member units through various forms: preferential loans from the Government, commercial credit from domestic and foreign banks and financial organizations; issuing shares, corporate bonds, and project bonds; buying and selling negotiable instruments and securities; mobilizing idle funds from employees within the Corporation.

The Financial Company implements investment projects of the Corporation and other services as prescribed by the Charter and the Financial Company Regulations. For large-scale projects, the direct investor signs the contract, while the Financial Company serves in a service capacity.

Units using capital from the Financial Company shall follow the principle of borrowing and repaying, implementing the internal interest rate regime proposed by the Financial Company and approved by the General Director of the Corporation pursuant to the authorization of the Management Board.

Article 21. The Mining Chemicals Company undertakes the supply of explosive materials nationwide for the coal industry and other enterprises permitted to use industrial explosives in accordance with state regulations.

Article 22. The Coal Import-Export and Supply Company (Coalimex) is entrusted by Vietnam Coal Corporation to represent the Corporation in certain import-export and international cooperation activities.

Article 23. Member enterprises of the Corporation are managed by the Enterprise Director. The Director is the legal representative of the company before the law, accountable to the Corporation and the state for all activities of the enterprise.

The Enterprise Council is established based on an agreement between the Enterprise Director and the Trade Union Executive Committee under the leadership of the Party Committee of the enterprise.

The Enterprise Council promotes the rights of ownership of workers and staff, participates with the enterprise director in measures to implement production and business plans, investment development, etc., of the enterprise; examines and decides on the use of incentive funds and welfare funds as proposed by the Enterprise Director; directs the Workers' Inspection Board to supervise and inspect the enterprise's implementation of the Workers' Congress Resolutions, the Enterprise Charter, and state policies and laws within the enterprise.

CHAPTER V

ORGANIZATIONS OF THE PARTY AND ASSOCIATIONS IN THE CORPORATION

Article 24. Party organizations, Trade Unions, and Ho Chi Minh Communist Youth League in the Corporation operate in accordance with the Constitution, laws, and the Charter of the Communist Party of Vietnam, the Vietnam General Confederation of Labor, and the Ho Chi Minh Communist Youth League, and in accordance with the provisions of the Central Committee Secretariat of the Communist Party of Vietnam, the Vietnam General Confederation of Labor, and the Executive Committee of the Ho Chi Minh Communist Youth League.

Chapter VI

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 25. The restructuring and dissolution of Vietnam Coal Corporation shall be proposed by the Management Board of the Corporation, reviewed by the Minister of Energy, and submitted to the Government for decision.

Article 26. Vietnam Coal Corporation will be dissolved if the Government deems it unnecessary to maintain the Corporation.

Article 27. The reorganization, merger, dissolution, and establishment of new member units of Vietnam Coal Corporation shall be proposed by the Management Board of the Corporation, reviewed by the Minister of Energy, and submitted to the Prime Minister for approval and authorized by the Minister of Energy to issue decisions.

Article 28. If Vietnam Coal Corporation and its member units fall into bankruptcy, they shall be handled in accordance with the procedures prescribed in the Enterprise Bankruptcy Law.

Chapter VII

IMPLEMENTING PROVISIONS

Article 29. These Statutes shall apply to Vietnam National Coal Corporation. All member units of Vietnam National Coal Corporation must comply with these Statutes.

These Statutes shall take effect from the date of signing the Decree promulgating them.

Article 30. In cases where government documents, documents of ministries, ministerial-level agencies, governmental agencies, provincial People's Committees under the central government, and decisions establishing member enterprises contain provisions that differ from these Statutes, they shall be interpreted in accordance with these Statutes.

Article 31. Member units of Vietnam National Coal Corporation shall base their organizational and operational statutes on the Statutes of the Corporation for approval by the Management Board. The statutes of member units must not contravene the Statutes of the Corporation.

Article 32. During implementation, Vietnam National Coal Corporation needs to summarize experiences in all areas of operation to propose to the Government for approval of necessary amendments and supplements to these Statutes.

ANNEX

LIST OF MEMBER UNITS OF VIETNAM NATIONAL COAL CORPORATION

AT THE TIME OF ESTABLISHMENT OF THE CORPORATION

(Attached to the Statutes on organization and operation of Vietnam National Coal Corporation)

I. Production and Business Units:

01. Cam Pha Coal Company

02. Hon Gai Coal Company

03. Uong Bi Coal Company

04. Domestic Coal Company

05. Khe Tam Coal Company (1)

06. Quang Ninh Coal Company (2)

07. Dong Bac Company (3)

08. Geological Exploration and Mineral Extraction Company

09. Northern Coal Processing and Trading Company (4)

10. Central Coal Processing and Trading Company (4)

11. Southern Coal Processing Company (4)

12. Coal Import-Export and Supply Company (COALIMEX)

13. Mining Chemicals Company (5)

14. General Trade and Service Company (6)

15. Mine Survey and Design Company

16. Coal Industry Finance Company (7).

II. Public Service Units:

01. Institute of Science and Technology Research

02. Coal Information Center

03. Product Measurement and Inspection Center

04. Mine Rescue Center

05. Coal Industry Health Insurance

06. Coal Industry Labor Health Center

07. Technical College of Mines

08. Training and Cadre Development Center (9)./

Interpretation

(1). Renamed Construction and Coal Production Company to Khe Tam Coal Company.

(2). Reorganized old Quang Ninh Coal Company and coal production units under various districts and towns in Quang Ninh Province into new Quang Ninh Coal Company.

(3). Reorganized coal production units of the Military into Dong Bac Company.

(4). Reorganized Vietnam Coal Trading and Processing Company into three regional companies:

Northern Coal Processing and Trading Company,

Central Coal Processing and Trading Company,

Southern Coal Processing and Trading Company.

(5). Separated a part of COALIMEX to merge with Chemicals Factory to establish Chemicals Company.

(6). Upgraded General Services Company of Domestic Coal Company to General Trade and Service Company.

(7). Established new Coal Industry Finance Company.

(8). Transferred Mine Rescue Center under Cam Pha Coal Company to directly belong to Vietnam National Coal Corporation.

(9). Renamed Energy Economy High School to Training and Cadre Development Center./.