Decision No. 345/2005/QĐ-TTg On the establishment of the Vietnam Coal-Mineral Industries Group

 

DECISION

Regarding the establishment of the Vietnam Coal-Mineral Industry Group

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-subcompany models;

Pursuant to Decree No. 180/2004/NĐ-CP dated October 28, 2004 of the Government on the establishment, restructuring, and dissolution of state-owned companies;

Considering the proposal of the Minister of Industry,

DECISION:

Article 1. The Vietnam Coal-Mineral Industry Group is established to operate under the parent company-subcompany model based on the Vietnam Coal Group and the Vietnam Minerals Corporation with the following contents:

1. Change the name of the parent company - Vietnam Coal Group to the parent company - Vietnam Coal-Mineral Industry Group (hereinafter referred to as the Vietnam Coal-Mineral Industry Group).

Transfer the Vietnam Minerals Corporation to become a subsidiary of the Vietnam Coal-Mineral Industry Group.

2. The Vietnam Coal-Mineral Industry Group is a state-owned enterprise, having legal personality, seal, emblem, Charter of organization and operation; it is allowed to open accounts at the State Treasury and banks in accordance with the law, and operates independently, with the function of financial investment in other enterprises; it retains controlling power over subsidiaries through capital, mineral resources managed by the State, technology, brand, and market.

3. Full name: Vietnam Coal-Mineral Industry Group, abbreviated as Vietnam Coal-Mineral (TKV).

International trade name: Vietnam National Coal, Mineral Industries Group, abbreviated as VINACOMIN (VCM).

4. Head office: Hanoi City.

5. The Vietnam Coal-Mineral Industry Group has several production management centers located in localities where concentrated production forces are present.

6. The charter capital of the Vietnam Coal-Mineral Industry Group includes:

- State capital of the Vietnam Coal Group; state capital of the Vietnam Minerals Corporation as of January 1, 2005, after auditing.

- State capital allocated to the Vietnam Minerals Corporation for implementing the bauxite mining project and aluminum production at Tan Rai in Bao Loc, Lam Dong Province.

7. The State entrusts the Vietnam Coal-Mineral Industry Group to manage mineral resources, coal reserves, bauxite, and other minerals for exploitation according to the law and the Charter of organization and operation of the Group.

8. Business activities of the Vietnam Coal-Mineral Industry Group:

- Coal industry: surveying, exploration, investment construction, mining, screening, processing, transportation, purchasing, selling, exporting and importing coal products, mine gas, underground water, and other minerals accompanying coal.

- Mineral industry (including bauxite-aluminum-copper and other minerals): surveying, exploration, investment construction, mining, ore enrichment, processing, transportation, purchasing, selling, exporting and importing aluminum, copper, lead, zinc, chromium, tin, precious stones, gold, black metals, colored metals, and other minerals.

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

- Machinery: casting, steel rolling; repair, assembly, manufacturing of mechanical products, transport vehicles, specialized vehicles, inland waterway, marine transport equipment, mining equipment, electrical equipment, pressure-bearing equipment, and other industrial equipment.

- Industrial explosives: investment construction, production, purchase, sale, storage, export and import of various types of industrial explosives; provision of blasting services using industrial explosives.

- Management and exploitation of seaports, inland waterway ports, road, railway, and specialized waterway transportation, cargo handling, transshipment.

- Construction materials: mining of stone, clay, sand, gravel, additives; production of cement, tiles, and other construction materials.

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

- Investment and real estate business.

- Water supply, wastewater treatment, afforestation, and environmental protection production and service.

- Lubricating oil production and trading, nitrogen, oxygen, lampblack, consumer goods; supply of materials and equipment.

- Services: surveying, mapping, geological exploration; investment consulting, design; science and technology, information technology, inspection, commodity appraisal; printing, publishing; training, occupational health care and rehabilitation; commerce, hotel, tourism; maritime; labor export; insurance, finance.

- Other businesses as prescribed by law.

9. The Vietnam Coal-Mineral Industry Group is responsible for inheriting the legal rights and obligations of the Vietnam Coal Group and the Vietnam Minerals Corporation in accordance with the law.

10. The relationship between the Vietnam Coal-Mineral Industry Group and the state owner and subsidiaries, associated companies shall be implemented in accordance with the law and the Charter of organization and operation of the Vietnam Coal-Mineral Industry Group.

11. The management and operational structure of the Vietnam Coal-Mineral Industry Group includes the Board of Directors, Supervisory Board, General Director, Deputy General Directors, and supporting staff.

- The Board of Directors of the Vietnam Coal-Mineral Industry Group directly represents the state owner at the Vietnam Coal-Mineral Industry Group, consisting of no more than nine members appointed by the Prime Minister upon the recommendation of the Minister of Industry, including:

+ 07 Members of the Board of Directors of the Vietnam Coal Group now become members of the Board of Directors of the Vietnam Coal-Mineral Industry Group. The Chairman of the Board of Directors of the Group does not concurrently hold the position of General Director;

+ The Minister of Industry submits to the Prime Minister for the appointment of additional no more than two members of the Board of Directors of the Vietnam Coal-Mineral Industry Group.

- The Chairman of the Board of Directors of the Vietnam Coal Group now holds the position of Chairman of the Board of Directors of the Vietnam Coal-Mineral Industry Group.

- The Supervisory Board of the Group is appointed by the Board of Directors, consisting of a maximum of five members, including the Chairman of the Supervisory Board who is also a member of the Board of Directors. The Chairman of the Supervisory Board of Vietnam Coal Corporation now holds the position of Chairman of the Supervisory Board of Vietnam Coal-Mineral Industries Group.

- The General Director of Vietnam Coal Corporation now holds the position of General Director of Vietnam Coal-Mineral Industries Group.

- 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.

12. Organizational structure of Vietnam Coal-Mineral Industries Group:

a) The organizational structure of the parent company - Vietnam Coal-Mineral Industries Group includes:

- Port and Coal Trading Company;

- Ha Long Coal Processing Company;

- Cua Ong Coal Processing Company;

- Vietnam Coal-Mineral Finance 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;

- Vietnam Coal Magazine.

b) Subsidiary companies:

- Companies operating under the parent-subsidiary model, where the parent company is held by Vietnam Coal-Mineral Industries Group with 100% charter capital: - Vietnam Minerals Holding Corporation;

+ Dong Bac Company;

+ Domestic Coal Company;

+ Ung Bi Coal Company;

+ Vietnam Industrial Explosives Limited Liability Company;

+ Institute of Science and Technology for Mines;

+ - Joint stock companies held by the Group with more than 50% charter capital:

Ha Long Coal Company;

+ Ha Long Coal Company;

+ Mine Construction Company;

+ Duyen Huy Coal Company;

+ Ha Lam Coal Company;

+ Thong Nhat Coal Company;

+ Mong Duong Coal Company;

+ Khe Cham Coal Company;

+ Vang Danh Coal Company;

+ Quang Hanh Coal Company;

+ Vietnam Coal Auto Industry Company;

+ Vietnam Coal Shipbuilding Machinery Company;

+ Institute of Mechanical Energy and Mines;

+ Bau Beo Coal Company;

+ Cam Pha Electrical Equipment Manufacturing Company;

+ Information Technology, Technology and Environment Development Company;

+ Mining and Industry Investment Consulting Company;

+ Vietnam Coal Inspection Company;

+ Deo Nai Coal Company;

+ Coc Sau Coal Company;

+ Cao Son Coal Company;

+ Ha Tu Coal Company;

+ Material, Transportation and Loading Company;

+ Halong Heritage Hotel Company;

+ Na Duong Thermal Power Company;

+ Cao Ngan Thermal Power Company;

+ Mao Khe Coal Company;

+ Northern Coal Processing and Trading Limited Liability Company;

+ Vietnam Coal Machine Manufacturing Limited Liability Company;

+ Cam Pha Thermal Power Joint Stock Company;

+ Coal Transport and Pick-up 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 Services 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 Nam Damai Coal Joint Stock Company;

+ - Joint stock companies held by Vietnam Coal-Mineral Industries Group with less than 50% charter capital:

Hai Phong Thermal Power Joint Stock Company;

+ Quang Ninh Thermal Power Joint Stock Company;

+ Mao Khe Mechanical Engineering Joint Stock Company;

+ Ung Bi Electromechanical Joint Stock Company.

+ - Vocational training schools:

Hong Cam Mining Vocational Training School;

+ Friendship Mining Vocational Training School;

+ + Mining and Construction Vocational Training School.

Implementation organization:

Article 2 1. Ministry of Industry:

- Propose to the Prime Minister to supplement additional members to the Board of Directors of Vietnam Coal-Mineral Industries Group.

- Responsible for directing and monitoring the implementation of this Decision; report to the Prime Minister.

Approve the financial regulations and determine the level of charter capital of Vietnam Coal-Mineral Industries Group according to the proposal of the Board of Directors of Vietnam Coal-Mineral Industries Group.

2. Ministry of Finance:

3. Board of Directors of Vietnam Coal-Mineral Industries Group:

- Propose to the Prime Minister to approve the following projects:

Transfer Vietnam Minerals Holding Corporation and Vietnam Industrial Explosives Limited Liability Company to operate under the parent-subsidiary model.

+ Pilot transfer the Institute of Science and Technology for Mines to become a science and technology enterprise operating under the parent-subsidiary model.

+ + Pilot transfer the Institute of Mechanical Energy and Mines to become a joint stock company.

Establish Vietnam Coal-Mineral Finance Company according to current regulations.

+ - Direct the development of a project to transform Dong Bac Company into a Dong Bac Company operating under the parent-subsidiary model, report to the Ministry of National Defense for approval by the Prime Minister.

For new members, the Board of Directors of Vietnam Coal-Mineral Industries Group shall implement formation according to the provisions of the Law.

- Propose to the Prime Minister to approve the Charter of Organization and Operation of Vietnam Coal-Mineral Industries Group.

- Develop a roadmap for the shareholding reform of companies that have not yet been reformed as stipulated in point b, Section 12, Article 1 of this Decision during the period 2006-2008, submit to the Minister of Industry for approval.

- Propose to the Ministry of Finance to approve the financial regulations of Vietnam Coal-Mineral Industries Group.

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

Article 3. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

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