Decision No. 90/2006/QĐ-TTg Establishing the Parent Company - Vietnam National Chemical Corporation (Vinachem)

 Pursuant to …;

Establishment of the Parent Company - Vietnam National Chemical Corporation

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 June 12, 1999;

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

Pursuant to Decision No. 89/2006/QĐ-TTg dated April 24, 2006 of the Prime Minister approving the Project to transform the Vietnam National Chemical Corporation into a parent company - subsidiary model;

Considering the proposal of the Board of Directors of the Vietnam National Chemical Corporation.

Pursuant to …;

Article 1. Establish the Parent Company - Vietnam National Chemical Corporation (hereinafter referred to as the Vietnam National Chemical Corporation) based on restructuring: the management and operation agency and some dependent accounting units of the Vietnam National Chemical Corporation.

1. The Vietnam National Chemical Corporation is a state-owned enterprise, having legal personality, seal, Charter of organization and operation; it is entitled to open accounts at banks and State Treasury; directly carry out production, business, and investment activities in other companies; be responsible for preserving the state capital at the Parent Company and the invested capital in other companies; assume the responsibility for inheriting the legal rights and obligations of the Vietnam National Chemical Corporation as prescribed by law.

2. Full name: Vietnam National Chemical Corporation.

International trade name: Vietnam National Chemical Corporation, abbreviated as: Vinachem.

3. Head office: No. 1A Trang Tien Street, Hoan Kiem District, Hanoi City;

Representative office: No. 22 Ly Tu Trong Street, District 1, Ho Chi Minh City.

4. The charter capital of the Vietnam National Chemical Corporation is the owner's equity at the time of December 31, 2005, after auditing.

5. Business scope of the Vietnam National Chemical Corporation:

Business scope: Investment and state capital business; management of part of the invested capital in other enterprises; import and export of fertilizer products, chemicals, machinery and equipment, raw materials serving the chemical industry and other economic sectors; exploitation and processing of minerals; provision of hotel, office, and tourism services; implementation of consulting and construction of industrial and civil engineering projects; printing publications; other businesses as prescribed by law.

6. Management and operation structure of the Vietnam National Chemical Corporation includes: Board of Directors, Supervisory Board, General Director, Deputy General Directors, Chief Accountant, and supporting staff.

7. Organizational structure of the Vietnam National Chemical Corporation includes:

- Office of the Corporation;

- Chemical Materials and Import-Export Company;

- Chemical Science and Technology Information Center.

8. Subsidiaries:

a) Subsidiaries are limited liability companies wholly owned by the Vietnam National Chemical Corporation with 100% charter capital:

- Vietnam Phosphate Limited Liability Company;

- Southern Basic Chemicals Limited Liability Company;

- Suphosphat and Lam Thao Chemical Company;

- Van Dien Molten Phosphate Company;

- Welding Rod Electrode Gas Company;

- Ha Bac Ammonium Nitrate and Chemicals Company;

b) Companies undergoing shareholding reform, the Parent Company retains controlling shares, after completing relocation:

- Southern Fertilizer Company;

- Binh Duyen Fertilizer Company.

c) Subsidiaries where the Vietnam National Chemical Corporation holds more than 50% of the charter capital:

- Net Laundry Powder Joint Stock Company;

- LIX Laundry Powder Joint Stock Company;

- Southern Battery Joint Stock Company;

- Ninh Binh Phosphate Joint Stock Company;

- Production and Trade Dong East Joint Stock Company;

- Chemical and Microbial Industry Joint Stock Company;

- Bright Light Battery Joint Stock Company;

- Hanoi Soap Joint Stock Company;

- Can Tho Fertilizer and Chemical Joint Stock Company;

- Viet Tri Chemical Joint Stock Company;

- Southern Rubber Industry Joint Stock Company;

- Da Nang Rubber Joint Stock Company;

- Vietnam Disinfectant Joint Stock Company;

- Chemical Industry Design Joint Stock Company;

- Golden Star Rubber Joint Stock Company.

9. Associated and joint venture companies where the Vietnam National Chemical Corporation holds less than 50% of the charter capital:

a) Joint stock companies where the Vietnam National Chemical Corporation holds less than 50% of the charter capital:

- Hanoi Synthetic Paint Joint Stock Company;

- Danang Chemical Industry Joint Stock Company;

- Vinh Phu Battery Joint Stock Company;

- Mining Investment and Construction Consulting Joint Stock Company;

- Hanoi Battery Joint Stock Company;

- Development Additives and Petroleum Products Joint Stock Company;

- Vinh Thinh Chemical Joint Stock Company;

- Vietnam-Germany Welding Rod Joint Stock Company;

- Degiang Laundry Powder and Chemicals Joint Stock Company;

- Quang Ngai Chemical Industry Joint Stock Company;

- Paint and Resin Joint Stock Company.

b) Joint ventures:

- Unilever Vietnam Company;

- TPC VINA Company;

- Inoue Vietnam Limited Liability Company;

- Total Insurance Corporation.

10. Public service units:

- Industrial Technical Secondary School;

- Institute of Industrial Chemical Research.

Article 2. Implementation organization:

1. Ministry of Industry:

- Responsible for directing and monitoring the implementation of this Decision;

- Decide to convert companies wholly owned by the Corporation into limited liability companies as stipulated in point 8, Article 1 of this Decision according to current regulations;

- Propose to the Prime Minister to appoint the Chairman and members of the Board of Directors of the Vietnam National Chemical Corporation.

2. Ministry of Finance approves the financial regulations and determines the level of charter capital of the Vietnam National Chemical Corporation according to the proposal of the Board of Directors of the Vietnam National Chemical Corporation.

3. Board of Directors of the Vietnam National Chemical Corporation:

- Implement this Decision according to current regulations;

- Propose to the Prime Minister for approval of the Charter of organization and operation of the Vietnam National Chemical Corporation;

- Propose to the Prime Minister for approval to appoint the General Director of the Vietnam National Chemical Corporation;

- Develop plans for establishing a Financial Company and reorganizing the Institute of Industrial Chemical Research for submission to the Prime Minister for consideration and approval.

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, Home Affairs, Heads of relevant agencies, and the Board of Directors of Vietnam Chemicals Corporation shall be responsible for implementing this Decision./.