Decision No. 148/2006/QĐ-TTg On the establishment of the Parent Company - Vietnam Electricity Group

Pursuant to …;

Regarding the establishment of the Parent Company - Vietnam Electricity Group

_____________________

 

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 November 29, 2005;

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 - subsidiary models;

Pursuant to Decision No. 147/2006/QĐ-TTg dated June 22, 2006 of the Prime Minister approving the pilot project for the formation of the Vietnam Electricity Group;

Considering the proposal of the Board of Directors of the Vietnam Electricity Corporation.

 

Pursuant to …;

 

Article 1. The establishment of the Parent Company - Vietnam Electricity Group (hereinafter referred to as the Vietnam Electricity Group) based on the restructuring of the management and operation agencies and some dependent accounting units of the Vietnam Electricity Corporation.

1. The Vietnam Electricity Group 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 the autonomy to conduct business operations; it is responsible for succeeding all legal rights and obligations of the Vietnam Electricity Corporation.

2. Full name: Vietnam Electricity Group International trade name: Vietnam Electricity, abbreviated as EVN.

3. Head office: No. 18 Tran Nguyen Han Street, Hoan Kiem District, Hanoi City.

4. The charter capital of the Vietnam Electricity Group is the owner's equity of the Vietnam Electricity Corporation as of January 1, 2006, after auditing.

5. Business sectors of the Vietnam Electricity Group:

- Electric power industry: production, transmission, distribution, and sale of electric power;

- Surveying, designing, consulting, construction, installation, maintenance of electrical works, industrial works, civil works, telecommunications and information technology works;

- Production, repair, testing of electrical equipment and accessories, steel and concrete components, and supply of materials and equipment for the electrical industry;

- Extraction of non-metallic minerals;

- Production of building materials, insulating and heat-resistant materials, labor protection equipment;

- Import and export of electricity, materials and equipment serving the electrical industry;

- Water and land transportation services for production and business operations;

- Hotel and tourism business;

- Production of consumer goods and beverages;

- Cooperation in labor training with foreign countries;

- Provision of public telecommunications and internet services (domestic and international), trunk telecommunications, communication, advertising services;

- Information technology services (research, development, consulting, and training) both domestically and internationally;

- Production, trading, import and export, supply of telecommunications and information technology equipment;

- Real estate business, leasing of office space;

- Financial investment and capital business both domestically and internationally;

- Financial, securities, banking, insurance activities;

- Organization of human resource training to meet the development needs of the electricity, telecommunications, finance, and banking industries;

- Other businesses and professions as prescribed by law.

6. Management and operational structure of the Vietnam Electricity Group includes:

a) The Vietnam Electricity Group Board of Directors is the direct representative of the state ownership at the Vietnam Electricity Group, consisting of a maximum of nine members, including the Chairman of the Board of Directors and the Head of the Supervisory Board who are full-time members. Members of the Board of Directors are appointed by

b) The Vietnam Electricity Group Supervisory Board is appointed by the Vietnam Electricity Group Board of Directors, consisting of a maximum of five members, including the Head of the Supervisory Board who is a member of the Board of Directors;

c) The General Director of the Vietnam Electricity Group is appointed or contracted by the Vietnam Electricity Group Board of Directors after being

d) Supporting the General Director are Deputy General Directors and the Chief Accountant, appointed by the Vietnam Electricity Group Board of Directors upon the recommendation of the General Director;

đ) The supporting machinery for the Board of Directors and the General Director of the Vietnam Electricity Group includes an office and functional departments providing advisory services.

7. The relationship between the Parent Company - Vietnam Electricity Group and the state owner and subsidiaries, associated companies shall be carried out in accordance with the law and stipulated in the Charter of organization and operation of the Vietnam Electricity Group. The Government shall uniformly manage and implement the rights and obligations of the state owner towards the Vietnam Electricity Group.

The Government shall uniformly manage and implement the rights and obligations of the state owner towards the Vietnam Electricity Group. The Prime Minister assigns the Ministers, Heads of ministerial-level agencies, and the Vietnam Electricity Group Board of Directors to exercise certain rights of the owner in accordance with the law.

a) The Prime Minister decides:

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

- Approving the Charter and amendments and supplements to the Charter of the Vietnam Electricity Group based on the proposal of the Vietnam Electricity Group Board of Directors and the opinions of the Ministries of Industry, Finance, Planning and Investment;

- Reorganizing, dissolving, diversifying ownership of the Vietnam Electricity Group based on the proposal of the Vietnam Electricity Group Board of Directors and the opinions of the Ministries of Industry, Finance, Planning and Investment;

- Appointing the Chairman and members of the Vietnam Electricity Group Board of Directors based on the proposal of the Minister of Industry and the assessment of the Ministry of Home Affairs;

- Approving the appointment or contracting of the General Director of the Vietnam Electricity Group based on the proposal of the Vietnam Electricity Group Board of Directors, the opinion of the Ministry of Industry, and the assessment of the Ministry of Home Affairs;

- Approving new enterprise establishment projects invested 100% by the Vietnam Electricity Group; reorganization, ownership conversion, dissolution, bankruptcy of member enterprises of the Vietnam Electricity Group; the Vietnam Electricity Group accepting new members.

- Approve investment projects of the Vietnam Electricity Corporation, investment projects outside the Vietnam Electricity Corporation within the Prime Minister's decision-making authority as prescribed by laws on investment;

- Decide on the investment of capital to form the charter capital and adjust the charter capital during the operation of the Vietnam Electricity Corporation based on the proposal of the Vietnam Electricity Corporation Board of Directors and the opinions of the Ministries of Industry, Finance, Planning and Investment;

b) Ministry of Industry:

- Submit to the Prime Minister for the decision to appoint the Chairman and members of the Vietnam Electricity Corporation Board of Directors;

- Report to the Prime Minister the opinions when the Vietnam Electricity Corporation Board of Directors submits to the Prime Minister on:

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

+ Articles of Association, approval of amendments and supplements to the Articles of Association of the Vietnam Electricity Corporation;

+ Restructuring, dissolution, and diversification of ownership of the Vietnam Electricity Corporation;

- Supervise the implementation of investment projects of the Vietnam Electricity Corporation within its authority as prescribed by laws on investment;

c) Ministry of Finance:

- Inspect and supervise the use of capital by the Vietnam Electricity Corporation; evaluate the effectiveness of business operations and management activities of the Vietnam Electricity Corporation Board of Directors;

- Approve the Financial Management Regulations of the Vietnam Electricity Corporation based on the proposal of the Vietnam Electricity Corporation Board of Directors;

- Implement the investment of capital to form the charter capital and adjust the charter capital during the operation of the Vietnam Electricity Corporation after obtaining approval;

d) Ministry of Home Affairs:

- Review and submit to the Prime Minister for the appointment of the Chairman and members of the Vietnam Electricity Corporation Board of Directors;

- Review and submit to the Prime Minister for approval of the Vietnam Electricity Corporation Board of Directors' appointment and signing of contracts with the General Director;

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

e) Ministry of Planning and Investment:

Supervise the implementation of objectives and tasks assigned by the Prime Minister to the Vietnam Electricity Corporation;

f) Ministries, agencies at ministerial level, and government agencies perform state management functions in relevant fields concerning the Vietnam Electricity Corporation;

g) The Vietnam Electricity Corporation Board of Directors: represents the direct state owner at the Vietnam Electricity Corporation and represents the owner towards companies wholly owned by itself;

The Vietnam Electricity Corporation Board of Directors:

- Develop proposals for establishing new entities, restructuring, dissolution, and ownership conversion within the Vietnam Electricity Corporation to be submitted to the Prime Minister; implement according to approved proposals;

- Decide on the objectives, strategies, long-term plans, and business sectors of the Vietnam Electricity Corporation after being approved by the Prime Minister and of companies wholly owned by the Vietnam Electricity Corporation;

- Approve the Articles of Association, approve amendments and supplements to the Articles of Association of wholly-owned member companies by the Vietnam Electricity Corporation;

- Decide on the use, investment, and adjustment of capital and other resources invested by the Vietnam Electricity Corporation in member companies, but must ensure the required charter capital when establishing enterprises or the statutory capital for industries and professions as prescribed by law;

- Decide on using the Vietnam Electricity Corporation's capital to invest in setting up wholly-owned member units but not exceeding the investment capital under the Board of Directors' decision-making authority and after obtaining Prime Minister's approval;

- Approve proposals for contributing capital from wholly-owned member companies to establish 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;

- Decide or authorize the General Director to decide on joint venture capital contribution projects with foreign investors and overseas investment projects of wholly-owned member companies;

- Decide on the appointment, removal, dismissal, signing of contracts, termination of contracts, commendation, and disciplinary actions against the General Director after obtaining Prime Minister's approval;

- Inspect and supervise the Chairman and members of the Member Company Board, Chairman of the Company, General Director, and directors of member units in performing their functions and duties as prescribed by the State Enterprise Law, Business Law, and the Vietnam Electricity Corporation Articles of Association;

8. The organizational structure of the Parent Company - Vietnam Electricity Corporation at the time of establishment includes:

- Hoa Binh Hydroelectric Company;

- Yaly Hydroelectric Company;

- Tri An Hydroelectric Company;

- National Power System Dispatching Center;

- Electric Power Information Center;

- Project Management Boards for power sources;

- Project Management Board for Operation Control and Telecommunication Center of the electric power industry;

9. Companies held 100% of the charter capital by the Vietnam Electricity Corporation:

a) Limited Liability Companies with One Member:

- Can Tho Thermal Power Limited Liability Company with One Member;

- Phu My Thermal Power Limited Liability Company with One Member;

- Thu Duc Thermal Power Limited Liability Company with One Member;

- Hai Duong Electricity Limited Liability Company with One Member;

- Ninh Binh Electricity Limited Liability Company with One Member;

- Da Nang Electricity Limited Liability Company with One Member;

b) Limited Liability Companies converted to Limited Liability Companies with One Member in 2006-2007:

- Hanoi Electricity Company;

- Ho Chi Minh City Electricity Company;

- Dong Nai Electricity Company;

- Haiphong Electricity Company;

- Electric Power Telecommunications and Information Company;

c) Companies reorganized into one company:

- Transmission Company 1;

- Transmission Company 2;

- Transmission Company 3;

- Transmission Company 4;

10. Companies held over 50% of the charter capital by the Vietnam Electricity Corporation:

a) Joint Stock Companies:

- Vinh Son-Song Hinh Hydropower Joint Stock Company;

- Thac Ba Hydropower Joint Stock Company;

- Haiphong Thermal Power Joint Stock Company;

- Quang Ninh Thermal Power Joint Stock Company;

- Electrical Equipment Manufacturing Joint Stock Company;

- Electric Machinery Joint Stock Company;

- Central Mechanical and Electrical Joint Stock Company;

- Pha Lai Thermal Power Joint Stock Company;

- Khanh Hoa Power Joint Stock Company.

b) Joint stock companies privatized in the years 2006-2007:

- Dahnhim-Ham Thuan-Dami Hydropower Company;

- Thac Mo Hydropower Company;

- Uong Bi Thermal Power Company;

- Ninh Binh Thermal Power Company;

- Vung Tau Thermal Power Company;

- Information Technology Center;

- Thu Duc Mechanical and Electrical Company;

- First Power Construction Consulting Company;

- Second Power Construction Consulting Company;

- Third Power Construction Consulting Company;

- Fourth Power Construction Consulting Company;

- First Power Company;

- Second Power Company;

- Third Power Company.

11. Associated companies of Vietnam Electricity Corporation:

- Vietnam Electricity Development Joint Stock Company;

- San San 3A Investment and Development Joint Stock Company;

- IQLinks Limited Liability Company;

- An Binh Commercial Joint Stock Bank;

- Central Vietnam Hydropower Joint Stock Company;

- Vietnam-Laos Investment and Development Joint Stock Company.

12. Affiliated units:

- Energy Institute;

- Electric Power University;

- Ho Chi Minh City Electric Power College;

- Central Vietnam Electric Power College;

- Electric Power Vocational Training School.

13. The Board of Directors of Vietnam Electricity Corporation shall supplement subsidiary and associated companies in accordance with the provisions of the law.

Article 2. Implementation:

1. Ministry of Industry submits

2. Ministry of Finance approves the Financial Management Regulation of Vietnam Electricity Corporation at the request of the Board of Directors of Vietnam Electricity Corporation.

3. The Board of Directors of Vietnam Electricity Corporation: - Submits

Article 3. This Decision shall take effect fifteen days from the date of publication in the Official Gazette.

Ministers of the Ministries of Industry, Finance, Planning and Investment, Labor, War Invalids and Social Affairs, Home Affairs, Heads of relevant agencies, Steering Committee for Enterprise Reform and Development, Board of Directors of Vietnam Power Corporation, and Board of Directors of Vietnam Electricity Corporation are responsible for implementing this Decision./.