Decision No. 58/2005/QĐ-TTg On approving the pilot project to establish the Vietnam Post and Telecommunications Group

Pursuant to …;

Regarding the approval of the Pilot Project to establish the Vietnam Post and Telecommunications GroupVietnam National Coal-Mineral Industries Holding Corporation 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 the Postal and Telecommunications Ordinance dated May 25, 2002;

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

Considering the proposal of the Minister of Posts and Telecommunications and the Board of Directors of the Vietnam Post and Telecommunications Corporation;

DECISION:

Article 1. Approves the Pilot Project to establish the Vietnam Post and Telecommunications Group with the following contents:

1. Establishing the Vietnam Post and Telecommunications Group at a high level of modern technology and management, with high specialization; operating in multiple industries, among which telecommunications, information technology, and postal services are the main industries; closely integrating production and business with science, technology, research and development, and training; involving various economic sectors; serving as the backbone for the rapid and sustainable development of the postal and telecommunications industry in Vietnam, effectively competing and integrating into the international economy.

2. The Vietnam Post and Telecommunications Group will be established based on the restructuring and reorganization of the Vietnam Post and Telecommunications Corporation and its subsidiaries, with the following structure:

a) The Parent Company - Vietnam Post and Telecommunications Group (referred to as the Group), a state-owned enterprise, has the function of investing in other enterprises, exercising control over subsidiary companies through capital, operations, technology, brand, and market; directly managing and operating the trunk telecommunication network and ensuring the implementation of public service tasks assigned by the State.

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

The Board of Directors of the Group shall consist of up to nine members, including: the Chairman of the Group, the General Director of the Group, the Head of the Supervisory Board of the Group, the General Director of the Vietnam Post Corporation, the General Directors of the Vietnam Telecommunications Corporations I, II, III, and possibly one or two experts. Members of the Board of Directors are appointed by the Prime Minister upon the recommendation of the Minister of Posts and Telecommunications.

The Group is responsible for inheriting all lawful rights and obligations of the Vietnam Post and Telecommunications Corporation as stipulated by law.

b) The Vietnam Post Corporation: a corporation established and capitalized by the State through the Group; operating in multiple industries, with postal services being the main industry; ensuring the provision of public postal services according to the Postal and Telecommunications Ordinance and other public postal service tasks assigned by the State.

The management structure of the Vietnam Post Corporation includes: the General Director, Deputy General Directors, the Chief Accountant, and the supporting staff. The General Director, Deputy General Directors, and Chief Accountant of the Vietnam Post Corporation are appointed by the Board of Directors of the Group after receiving written approval from the Ministry of Posts and Telecommunications.

c) The Vietnam Telecommunications Corporations operate under the parent company-subcompany model, including:

- Vietnam Telecommunications Corporation I (operating in provinces from Quang Binh northward).

- Vietnam Telecommunications Corporation III (operating in provinces from Quang Tri to Ninh Thuan and the Central Highlands).

- Vietnam Telecommunications Corporation II (operating in provinces from Binh Thuan southward).

The management structure of Vietnam Telecommunications Corporations I, II, and III includes: the General Director, Deputy General Directors, the Chief Accountant, and the supporting staff. The General Director, Deputy General Directors, and Chief Accountant of these corporations are appointed by the Board of Directors of the Group after receiving written approval from the Ministry of Posts and Telecommunications.

d) Companies held 100% equity by the Group include:

- Data Processing and Transmission Company.

- Software Development and Communication Company.

đ) Companies held more than 50% equity by the Group include:

- Mobile Information Joint Stock Company.

- Telecommunication Services Joint Stock Company.

- Other joint stock companies and limited liability companies formed from the privatization, ownership conversion of state-owned enterprises, or newly established companies operating in industries permitted by law.

e) Companies held less than 50% equity (associated companies) include companies operating in equipment manufacturing, software industry, construction, trade, value-added service provision, insurance, tourism, and other industries as prescribed by law.

g) Joint ventures with foreign countries in telecommunications and information technology.

h) Public institutions, including: the Vietnam Post and Telecommunications Technology Academy and hospitals under the Vietnam Post and Telecommunications Corporation currently.

3. The timeline for establishing the Group:

- Second Quarter to Fourth Quarter of 2005:

+ Establishing the Group, Vietnam Post Corporation, Vietnam Telecommunications Corporations I, II, III, and companies held 100% equity by the Group.

+ Privatizing enterprises and enterprise units to form subsidiary and associated companies.

- Fourth Quarter of 2005: transferring the Central Post Office to the direct management of the Ministry of Posts and Telecommunications, converting the entities mentioned in point h, Clause 2, Article 1 of this Decision into independent public institutions and operating under the mechanism prescribed in Decree No. 10/2002/NĐ-CP dated January 16, 2002 of the Government on financial regulations applicable to public institutions with revenue.

Article 2. Implementation organization:

1. Ministry of Posts and Telecommunications:

- Responsible for directing and monitoring the implementation of this Project; promptly identifying and resolving emerging issues, reporting to the Prime Minister for resolution of issues beyond authority; taking the lead and coordinating with relevant agencies to study and propose to the Prime Minister new issues requiring pilot testing during the implementation of the Project.

- Submitting to the Prime Minister for decision on the establishment and approval of the Charter of the Parent Company - Vietnam Post and Telecommunications Group; transferring the Central Post Office to the Ministry of Posts and Telecommunications for management.

- To approve the establishment of Vietnam Post Corporation, Telecommunications Corporations I, II, III, and companies held 100% by the Group after receiving written approval from the Prime Minister. To approve the Charter of organization and operation of these corporations for the Board of Directors of the Group to ratify.

- To approve the privatization to form subsidiaries and associated companies mentioned in points d and e, Clause 2, Article 1 of this Decision.

- To stipulate interconnection rates and interconnection management, ensuring equal provision of services on the trunk telecommunications network for all customers within and outside the Group.

2. Ministry of Finance:

To approve the financial regulations of the Group, Vietnam Post Corporation, and Telecommunications Corporations I, II, III.

3. The Board of Directors of Vietnam Post and Telecommunications Corporation:

- To develop proposals for establishing and Charters of organization and operation of: Parent Company - Vietnam Post and Telecommunications Group Corporation, Vietnam Post Corporation, Telecommunications Corporations I, II, III, companies held 100% by the Group, and the proposal to transfer the Central Postal Administration to the Ministry of Posts and Telecommunications.

- To submit to the Ministry of Posts and Telecommunications for decision on converting enterprises and business units into joint-stock companies.

- To ensure continuous operations in network operation and service provision to customers and the transfer of legal rights and obligations between Vietnam Post and Telecommunications Corporation and the Group.

4. Ministers of the Ministries of Finance, Planning and Investment, Labor, Invalids and Social Affairs, Home Affairs, Heads of relevant agencies, and the Steering Committee for Enterprise Reform and Development shall be responsible for coordinating with the Ministry of Posts and Telecommunications and the Board of Directors of Vietnam Post and Telecommunications Corporation in implementing the above tasks according to their functions and responsibilities.

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

Ministers of the Ministries of Posts and Telecommunications, Planning and Investment, Finance, Labor, Invalids and Social Affairs, Home Affairs, Heads of relevant agencies, the Steering Committee for Enterprise Reform and Development, and the Board of Directors of Vietnam Post and Telecommunications Corporation are responsible for enforcing this Decision.