Decision No. 197/2006/QD-TTg Establishing the Parent Company - Vietnam Cement Corporation

 Pursuant to …;

Establishment of the Parent Company - Vietnam Cement Corporation

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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 dated November 29, 2005;

Pursuant to Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization, management of state-owned corporations and the transformation of state-owned corporations and independent state-owned enterprises into parent company - subsidiary models;

Pursuant to Decision No. 196/2006/QĐ-TTg dated August 29, 2006 of the Prime Minister approving the Project to transform Vietnam Cement Corporation into operating under the parent company - subsidiary model;

Considering the proposal of the Board of Directors of Vietnam Cement Corporation,

DECISION:

Article 1. Establish the Parent Company - Vietnam Cement Corporation (hereinafter referred to as Vietnam Cement Corporation) based on restructuring the management and operation agency of Vietnam Cement Corporation and Hoang Thach Cement Corporation.

1. Vietnam Cement Corporation is a state enterprise, having legal personality, capital contribution, Articles of Organization and Operation; it is entitled to open accounts at banks and State Treasury; directly carry out production, business, and investment in other companies; be responsible for preserving state capital at the parent company and invested capital in other companies; bear the responsibility for succeeding all legal rights and obligations of Vietnam Cement Corporation as prescribed by law.

2. Full name: Vietnam Cement Corporation.

International trade name: Vietnam National Cement Corporation, abbreviated as: Vinacement.

3. Head office: 228 Le Duan Street, Dong Da District, Hanoi City.

4. The organizational structure of Vietnam Cement Corporation includes:

- General Office of the Corporation;

- Hoang Thach Cement Corporation;

- Some affiliated units.

5. The charter capital of Vietnam Cement Corporation is the ownership capital at the time of June 30, 2006, after auditing.

6. Business sectors of Vietnam Cement Corporation:

- Cement industry: surveying, exploration, investment construction, extraction of raw materials and additives, production and trading of cement, production of cement packaging materials;

- Machinery: manufacturing spare parts and equipment for cement plants and building materials; repair and assembly of mechanical and electrical equipment;

- Production and trading of building materials products: fire-resistant bricks, gypsum, various types of cement-based products and other building materials;

- Services: investment and construction consultancy; applied scientific research and technology transfer; training; import and export; supply of materials; road, river, and sea transportation; commerce, hotel services;

- Financial activities;

- Other industries and businesses as prescribed by law.

7. Management and operation structure of Vietnam Cement Corporation includes: Board of Directors, Supervisory Board, General Director, Deputy General Directors, Chief Accountant, and supporting staff.

The Board of Directors of Vietnam Cement Corporation has a maximum of seven 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 the Prime Minister upon the proposal of the Minister of Construction and the examination of the Ministry of Home Affairs.

The Supervisory Board of Vietnam Cement Corporation is appointed by the Board of Directors of Vietnam Cement Corporation with a maximum of five members, including the Head of the Supervisory Board who is a member of the Board of Directors.

The General Director of Vietnam Cement Corporation is appointed or contracted by the Board of Directors of Vietnam Cement Corporation after approval by the Prime Minister.

8. Subsidiaries at the time of establishment:

a) Companies held 100% of charter capital by Vietnam Cement Corporation:

- Ha Tien 1 Cement Corporation;

- Danang Building Materials - Construction Corporation;

- Cement Technical Supplies Corporation;

- Hai Van Cement Corporation;

- Ha Tien 2 Cement Corporation;

- Cement Import-Export Corporation;

- Investment Development Consulting Cement Corporation;

- Hoang Mai Cement Corporation;

- Tam Diep Cement Corporation;

- Hai Phong Cement Corporation.

These companies shall implement shareholding reform according to the approved roadmap in Decision No. 196/2006/QĐ-TTg of the Prime Minister dated August 29, 2006 Approving the Project to transform Vietnam Cement Corporation into operating under the parent company - subsidiary model.

b) Subsidiaries held controlling shares by Vietnam Cement Corporation: 12 companies:

- But Son Cement Joint Stock Corporation;

- Bim Son Cement Joint Stock Corporation;

- Cement Technical Supplies Transport Joint Stock Corporation;

- Gypsum Cement Joint Stock Corporation;

- Bim Son Cement Packaging Joint Stock Corporation;

- But Son Cement Packaging Joint Stock Corporation;

- Ha Tien Transportation Joint Stock Corporation;

- Hoa Phat Construction Material Joint Stock Corporation;

- Hai Phong Trade Service Transportation Joint Stock Corporation;

- Hai Phong Cement Packaging Joint Stock Corporation;

- Hoang Thach Trade Service Transportation Joint Stock Corporation;

- Ha Tien - Kien Giang Joint Venture Cement Packaging Corporation.

9. Joint ventures and associated companies held less than 50% of charter capital by Vietnam Cement Corporation: 8 companies.

- Joint ventures with foreign countries: 4 companies

+ Haiphong Chinfon Cement Corporation;

+ Nghi Son Cement Corporation;

+ Holcim Vietnam Corporation;

+ Lafarge Vietnam Limited Liability Company.

- Joint stock companies: 4 companies

+ Dong Nai Building Materials Sheet Joint Stock Corporation;

+ Hoang Thach Cement Packaging Joint Stock Corporation;

+ Ha Tien 2 Cement Corporation - Can Tho;

+ Song Da 12 Joint Stock Corporation.

10. Affiliated units:

Technical Workers' School.

11. The Board of Directors of Vietnam Cement Corporation supplements subsidiaries, associated companies, and establishes affiliated units in accordance with the law.

Article 2. Implementation organization:

1. Ministry of Construction:

- Responsible for directing and monitoring the implementation of this Decision;

- Decide to convert subsidiaries held 100% of charter capital by Vietnam Cement Corporation mentioned in point a, Clause 8, Article 1 of this Decision into joint stock companies in accordance with current regulations;

- Propose the Prime Minister to appoint the Chairman and members of the Board of Directors of Vietnam Cement Corporation.

2. The Ministry of Finance approves the Financial Management Regulations and determines the level of charter capital of Vietnam Cement Corporation based on the proposal of the Board of Directors of Vietnam Cement Corporation.

3. The Board of Directors of Vietnam Cement Corporation:

- Organize the implementation of this Decision in accordance with current regulations;

- Submit to the Prime Minister for approval of the Charter on Organization and Operation of Vietnam Cement Corporation;

- Submit to the Prime Minister for approval to appoint the General Director of Vietnam Cement Corporation.

Article 3.This Decision shall take effect fifteen days after its publication in the Official Gazette.

The Ministers of Construction, Finance, Planning and Investment, Labor, Invalids and Social Affairs, Home Affairs, Governor of the State Bank, Heads of relevant agencies, and the Board of Directors of Vietnam Cement Corporation are responsible for implementing this Decision./.