Decision No. 266/2006/QĐ-TTg On approving the Project to transfer Vietnam Steel Corporation to operate under the holding company - subsidiary model

Pursuant to …;

Regarding the approval of the Project to convert Vietnam Steel Corporation to operate under the holding company - subsidiary model

Hanoi, November 23, 2006

_____________________

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 corporations and the transformation of state-owned corporations and independent state-owned enterprises into holding companies - subsidiaries;

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

Pursuant to …;

Article 1. Approve the Project to convert Vietnam Steel Corporation to organize and operate under the holding company - subsidiary model with the main contents as follows:

1. The holding company - Vietnam Steel Corporation (VSC) is a state-owned enterprise, having legal personality, seal, Articles of Organization and Operation; it is entitled to open domestic currency and foreign currency accounts at the State Treasury and banks both within and outside the country in accordance with the provisions of the law; directly carry out production, business activities, and invest capital in other companies; bear responsibility for preserving and developing state capital in the holding company and capital invested in other companies.

The holding company shall be established based on the restructuring of the Office of Vietnam Steel Corporation, South Vietnam Steel Company, Phu My Steel Sheet and Strip Company, dependent accounting units, public service units, and branches. The holding company shall assume the legal rights, obligations, and legitimate interests of Vietnam Steel Corporation prior to the restructuring.

The management and operation structure of the holding company includes: the Board of Directors, the Supervisory Board, the General Director, Deputy General Directors, Chief Accountant, and supporting staff.

2. Subsidiaries include:

a) Companies in which the holding company holds controlling shares or capital contributions:

- Hanoi Metal Joint Stock Company;

- Central Vietnam Metal Joint Stock Company;

- Ho Chi Minh City Metal Joint Stock Company;

- Bac Thai Metal Joint Stock Company;

- Nam Ung Refractory Materials Joint Venture Company;

- Da Nang Steel Joint Stock Company;

- Tan Thuan Steel Joint Stock Company;

- Southern Football Steel Company - Sai Gon Port Joint Stock Company.

b) Companies undergoing shareholding reform in 2007-2008, with the holding company holding controlling shares:

- Thai Nguyen Iron and Steel Company;

- Nha Be Steel Rolling Company;

- Thu Duc Steel Rolling Company;

- Bien Hoa Steel Rolling Company.

3. Joint stock companies and joint ventures where the holding company's share or capital contribution is less than 50% of the charter capital:

- Thai Nguyen Metallurgical Machinery Joint Stock Company;

- Truc Thon Joint Stock Company; - Binh Tay Wire Mesh Joint Stock Company;

- Southern Investment and Construction Joint Stock Company;

- VSC-POSCO Joint Stock Company (VPS);

- Vinausteel Steel Production Joint Venture Company (VINAUSTEEL);

- Vinakyoei Steel Joint Venture Company (VINAKYOEI);

- NatsteelVina Limited Liability Company (NATSTEELVINA);

- Vietnam Pipe Joint Stock Company (VINAPIPE); - International Trade Center Joint Venture Company (IBC);

- Thi Vai International Port Limited Liability Company; - Posvina Limited Liability Company;

- NippoVina Joint Venture Company;

- Phuong Nam Tinplate Company;

- Vingal Industrial Coated Products Manufacturing Company;

- Saigon Steel Processing and Service Company;

- Tay Do Steel Joint Stock Company; - Vietnam-Japan Mechanical Engineering Limited Liability Company;

- PJICO Insurance Joint Stock Company;

- Vietnam-China Mineral and Metallurgy Limited Liability Company;

- Metallurgical Machinery Joint Stock Company.

4. The relationship between the holding company and the state owner and with subsidiaries and associated companies shall be implemented in accordance with the provisions of the law and the Articles of Organization and Operation of the holding company.

5. The addition of member companies shall be carried out in accordance with the provisions of the law.

Article 2. Implementation

1. Minister of Industry:

- Direct and monitor the implementation of this Decision;

- Decide to transform the companies mentioned in point b, Clause 2, Article 1 of this Decision into joint stock companies in accordance with current regulations;

- Direct Vietnam Steel Corporation to carry out the shareholding reform of the holding company - Vietnam Steel Corporation before July 2009.

2. The Board of Directors of Vietnam Steel Corporation shall implement this Decision in accordance with current regulations.

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, Home Affairs, Labor, Invalids and Social Affairs, Governor of the State Bank of Vietnam, Heads of relevant agencies, and the Board of Directors of Vietnam Steel Corporation are responsible for implementing this Decision./.