Decision No. 61/2003/QĐ-TTg On the establishment of the Ha Tinh Mineral and Trading Corporation to pilot operations under the holding company-subcompany model

Pursuant to …;

Regarding the establishment of Ha Tinh Mineral and Trade Joint Stock Company for pilot operation under the holding company-subcompany model

pilot operation according to the holding company-subcompany model

_____________________

PRIME MINISTER

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

Pursuant to the State Enterprise Law on April 20, 1995;

Pursuant to the Enterprise Law dated June 12, 1999;

Pursuant to Decision No. 58/2002/QĐ-TTg dated April 26, 2002 of the Government Chairman on issuing criteria and classification list for state-owned enterprises and state-owned joint stock companies;

Based on the proposal of the People's Committee of Ha Tinh Province (Proposal No. 40/TT-UB-DN dated February 28, 2003) and opinions of the Ministries of Industry (Letter No. 1124/CV dated March 28, 2003); Finance (Letter No. 3484TC/TCDN dated April 15, 2003); Home Affairs (Letter No. 623/BNV-TCBC dated March 31, 2003); Labor, Invalids and Social Affairs (Letter No. 988/LĐTBXH-CSLĐVL dated April 3, 2003).

DECISION:

Article 1. Establish Ha Tinh Mineral and Trade Joint Stock Company under the People's Committee of Ha Tinh Province based on restructuring and developing Ha Tinh Mineral and Trade Joint Stock Company for pilot operation according to the holding company-subcompany model with the following contents:

1. Objective: to build and develop a state-owned joint stock company operating in the field of mineral extraction, processing, and trading; to pilot reforming production and business organization to promote capital accumulation and concentration, gradually creating large-scale enterprises with diversified ownership and multi-industry operations, including the main industry of mineral extraction, deep processing, and trading of rare minerals; to strengthen ties and clearly define rights and responsibilities regarding capital and economic interests among enterprises with legal personality, providing better information, marketing, sales, supply, research, and training services for participating units to enhance reputation and competitiveness in the market.

2. Enterprise name: Ha Tinh Mineral and Trade Joint Stock Company.

- International trade name: Hatinh Minerals and Trading Corporation.

- Abbreviation: MITRACO.

- Head office: No. 6 Phan Dinh Phung Street, Ha Tinh City, Ha Tinh Province.

- Capital contribution: 116,562,000,000 VND (one hundred sixteen billion five hundred sixty-two million VND).

- Business scope: mineral extraction, processing, and trading; construction material production and trading; commercial and tourism service, hotel, restaurant, office rental; import of machinery and equipment; other industries suitable to capacity and permitted by law.

- The holding company (Joint Stock Company) is a state-owned enterprise directly implementing production

- and business activities and investing capital into sub-companies, responsible for preserving and developing the state capital assigned and managing the investment capital in sub-companies according to the Articles of Association and Financial Regulations of the Joint Stock Company approved by competent authorities.

- Sub-companies: based on production and business characteristics; scale, nature of capital investment and role in the development of the holding company, may include the following types:

+ State-owned enterprises wholly owned by the holding company;

+ Joint-stock companies where the holding company holds controlling shares;

+ Limited liability companies with two or more members where the holding company holds controlling equity. Sub-companies have legal personality, assets, names, and separate management structures, bearing civil responsibility within the scope of their assets; they are organized and operate according to relevant laws corresponding to the legal form of the sub-company.

3. Capital contribution structure, business scope of the holding company and sub-companies; organization and management of the holding company; relationships between the holding company and the state owner, and with sub-companies and affiliated companies are stipulated in the Articles of Association of the Joint Stock Company.

4. The holding company shall assume all legal rights and obligations of Ha Tinh Mineral and Trade Joint Stock Company.

Article 2. Pilot establishment process of the Joint Stock Company operating under the holding company-subcompany model:

Forming the Holding Company and 3 Sub-companies based on the shareholding reform of the 19/8 Engineering Company, the Transport Traffic Trade and Investment Development Brokerage Company, and the 1 Construction and Engineering Company.

- Establish the holding company (Joint Stock Company) including the organizational structure of Ha Tinh Mineral and Trade Joint Stock Company and eight dependent units (as detailed in Section I of the Appendix to this Decision).

- Form sub-companies comprising three state-owned enterprises, two limited liability companies, and four joint-stock companies (as detailed in Section II of the Appendix to this Decision).

2. In 2004-2005: admit additional enterprises as sub-companies with the holding company holding controlling stakes based on the Development Strategy of the Joint Stock Company.

Article 3. Assign tasks:

1. Chairman of the People's Committee of Ha Tinh Province:

- Appoint the Chairman of the Board of Directors, General Director, and other Board of Directors members of this Joint Stock Company according to current regulations.

- Direct implementation of this Decision. Coordinate with relevant agencies to handle financial and labor issues in establishing Ha Tinh Mineral and Trade Joint Stock Company for pilot operation under the holding company-subcompany model. Monitor the operation of this model promptly, summarize, and report

to the Government on results and issues requiring resolution.

- Decide on the establishment of dependent enterprises of the holding company and sub-companies as stipulated in Article 2 of this Decision.

- Submit to the Government for approval the Articles of Association of Ha Tinh Mineral and Trade Joint Stock Company for pilot operation under the holding company-subcompany model.

2. Minister of Finance:

- Approve the Financial Regulations of Ha Tinh Mineral and Trade Joint Stock Company for pilot operation under the holding company-subcompany model.

- Coordinate with the People's Committee of Ha Tinh Province to draft and direct implementation of the pilot project for the state to allocate an annual profit target based on the capital contribution to Ha Tinh Mineral and Trade Joint Stock Company.

Article 4. This Decision shall take effect fifteen days from the date of publication in the Official Gazette.

Ministers of Industry, Planning and Investment, Finance, Home Affairs, Labor, Invalids and Social Affairs, Natural Resources and Environment, Governor of the State Bank of Vietnam, Chairman of the People's Committee of Ha Tinh Province, General Director of Ha Tinh Mineral and Trade Joint Stock Company, and related agencies are responsible for enforcing this Decision.