Decision No. 199/2005/QD-TTg On the establishment of the Parent Company - Vietnam Coal Group

 Pursuant to …;

Regarding the establishment of the Parent Company - Vietnam Coal Corporation

PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated June 12, 1999;

Pursuant to the State Enterprise Law dated November 26, 2003;

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

Pursuant to Decision No. 198/2005/QĐ-TTg dated August 8, 2005 of the Prime Minister approving the pilot project for the formation of the Vietnam Coal Corporation;

Considering the proposal of the Board of Directors of the Vietnam Coal Corporation;

Pursuant to …;

Article 1.The Parent Company - Vietnam Coal Corporation (hereinafter referred to as Vietnam Coal Corporation) shall be established based on restructuring the management and operation agencies and some member units of the current Vietnam Coal Corporation.

1. Vietnam Coal Corporation is a state-owned enterprise with legal personality, seal, emblem, Charter of organization and operation; it is entitled to open accounts at the State Treasury and banks in accordance with the law, and operate independently; it is responsible for inheriting all legal rights and obligations of the Vietnam Coal Corporation.

2. Full name: Vietnam Coal Corporation, abbreviated as Vietnam Coal (TVN).

International trade name: Vietnam National Coal Group, abbreviated as VINACOAL.

3. Head office: Hanoi City.

4. Vietnam Coal Corporation has several production management centers located in localities where concentrated production forces are present.

5. Registered capital of Vietnam Coal Corporation: is the ownership capital of the Vietnam Coal Corporation as of January 1, 2005, after auditing.

The State entrusts Vietnam Coal Corporation to manage natural resources and minerals for exploitation in accordance with the law and the Charter of organization and operation of the Corporation.

6. Business fields of Vietnam Coal Corporation:

Coal industry: surveying, exploration, investment construction, mining, screening, processing, transportation, trading, import and export of coal products.

- Bauxite-aluminum and other mineral industries: surveying, exploration, investment construction, mining, ore enrichment, production and trading of alumina, aluminum and other minerals.

- Power industry: investment construction, operation of thermal power plants burning coal, small hydropower plants; selling electricity to consumers in accordance with the law.

- Machinery: repair, assembly, manufacturing of machinery products, transport vehicles, specialized vehicles, inland waterway, marine transportation equipment, mine equipment, electrical equipment, pressure-bearing equipment and other industrial equipment.

Industrial explosives: investment construction, production, supply, storage, import and export of various types of industrial explosives; supply blasting services, use of industrial explosives.

- Management and operation of seaports, inland waterway terminals and road, railway, specialized waterway transportation.

- Investment construction, production and trading of cement and building materials.

- Installation of power transmission lines and substations; construction of industrial, agricultural, transportation and civil works.

- Investment and real estate business.

- Production and trading of lubricating oils, consumer goods, supply of spare parts and equipment.

- Services: surveying, mapping, geological exploration; investment consulting, design, science and technology, training, occupational disease treatment and rehabilitation; information technology, commerce, hotel, tourism; maritime affairs; labor export; product inspection; cargo handling and transshipment; insurance, finance.

- Other businesses as prescribed by law.

7. Management and operational structure of Vietnam Coal Corporation includes:

- The Vietnam Coal Corporation Board of Directors is the direct representative of the State's sole owner at the Vietnam Coal Corporation, consisting of seven members appointed by the Prime Minister upon the recommendation of the Minister of Industry. The Chairman of the Vietnam Coal Corporation Board of Directors does not concurrently hold the position of General Director.

- The Supervisory Board of the Corporation is appointed by the Board of Directors, consisting of a maximum of five members, including the Chief Supervisor who is a member of the Board of Directors.

The General Director of the Corporation is appointed by the Prime Minister from among the members of the Vietnam Coal Corporation Board of Directors upon the recommendation of the Minister of Industry.

- The Deputy General Directors assist the General Director in managing production and business blocks and the Chief Accountant of the Group, all appointed by the Board of Directors upon recommendation of the General Director.

- The administrative support staff of the Board of Directors and the General Director include the Office and advisory boards.

8. Organizational structure of Vietnam Coal Corporation includes:

- Vietnam Coal Trading and Port Company.

- Haigon Coal Processing Company.

- Cu Ong Coal Processing Company.

- Vietnam Coal Financial Company.

- Mining Geology Company.

- Mine Rescue Center.

- Human Resource Development Management Center.

- Vietnam Coal Project Management Board.

- Son Dong Thermal Power Plant Project Management Board.

- Occupational Health Center for the Coal Industry.

- Vietnam Coal Magazine.

9. Companies held 100% of registered capital by the Corporation:

- Vietnam Industrial Explosives Limited Liability Company.

- Vietnam Coal Machinery Manufacturing Limited Liability Company.

- Dong Bac Company.

- Haigon Coal Company.

- Halong Coal Company.

- Mine Construction Company.

- Duong Huy Coal Company.

- Ha Lam Coal Company.

- Thong Nhat Coal Company.

- Mong Duong Coal Company.

- Khe Cham Coal Company.

- Ma Ke Coal Company.

- Vang Danh Coal Company.

- Quang Hanh Coal Company.

- Vietnam Coal Automobile Industry Company.

- Vietnam Coal Shipbuilding Machinery Company.

- Institute of Science and Technology for Mines.

- Institute of Mechanical Energy and Mines.

10. Companies operating under the parent company - subsidiary model, in which the Corporation holds 100% of the registered capital of the parent company:

- Domestic Coal Company.

- Ung Bi Coal Company.

11. Companies held more than 50% of registered capital by the Corporation:

- Cam Pha Thermal Power Joint Stock Company.

- Cam Pha Coal Transport and Miner Shuttle Service Joint Stock Company.

- Vietnam Coal Shipping Agency Joint Stock Company.

- Vietnam Coal Import-Export Joint Stock Company.

- Vietnam Coal Tourism and Trade Joint Stock Company.

- Investment, Trade and Service Joint Stock Company.

- Cam Pha Coal Processing and Trading Joint Stock Company.

- Central Vietnam Coal Joint Stock Company.

- Southern Vietnam Coal Joint Stock Company.

- West South Da Mai Coal Joint Stock Company.

- Nui Beo Coal Company.

- Cam Pha Electrical Equipment Manufacturing Company.

- Information Technology, Science and Environment Development Company.

- Mining and Industry Investment Consulting Company.

- Vietnam Coal Inspection Company.

- Northern Vietnam Coal Processing and Trading Limited Liability Company.

- Deo Nai Coal Company.

- Coc Sau Coal Company.

- Cao Son Coal Company.

- Ha Tu Coal Company.

- Material, Transport and Handling Company.

- Heritage Ha Long Hotel Company.

- Na Duong Thermal Power Company.

- Cao Ngan Thermal Power Company.

12. Associated companies held by the Group with less than 50% of charter capital:

- Hai Phong Thermal Power Joint Stock Company.

- Quang Ninh Thermal Power Joint Stock Company.

- Maokhe Mechanical Joint Stock Company.

- Ungbi Electromechanical Joint Stock Company.

13. Vocational training schools:

- Hong Cam Mining Vocational Training School.

- Huu Nghia Mining Vocational Training School.

- Mining and Construction Vocational Training School.

14. For new members, the Board of Directors of Vietnam Coal Corporation shall decide on their admission in accordance with the provisions of the law.

Article 2.Implementation organization:

1. The Ministry of Industry shall submit to the Prime Minister for the appointment of members of the Board of Directors and General Director of Vietnam Coal Corporation in the third quarter of 2005.

2. The Ministry of Finance shall approve the Financial Regulations and determine the level of charter capital of Vietnam Coal Corporation based on the proposal of the Board of Directors of Vietnam Coal Corporation.

3. The Board of Directors of Vietnam Coal Corporation:

Shall submit to the Prime Minister for approval of the Charter of organization and operation of Vietnam Coal Corporation in the third quarter of 2005.

Shall submit to the Ministry of Finance for approval of the Financial Regulations of Vietnam Coal Corporation.

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

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