Decision No. 2108/QD-TTg dated November 18, 2010 of the Prime Minister approving the Scheme on restructuring the Vietnam Shipbuilding Industry Group

DECISION

APPROVING THE SCHEME ON RESTRUCTURING THE VIETNAM SHIPBUILDING INDUSTRY GROUP

THE PRIME MINISTER

Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the 2005 Enterprise Law;
Pursuant to the Government s Decree No. 101/2009/ND-CP of November 5, 2009, on the pilot establishment, organization, operation and management of state, economic groups;
Pursuant to the Government s Decree No. 25/ 2010/ND-CP of March 19, 2010, on the transformation of state companies into one-member limited liability companies and the organization and management of state-owned one-member limited liability companies;
Pursuant to the Government s Decree No. 132/2005/ND-CP of October 20, 2005, on the exercise of rights and performance of obligations of the state owner at state companies, and Decree No. 86/2006/ND-CP of August 21, 2006, amending and supplementing a number of articles of Decree No. 132/2005/ND-CP;
Pursuant to the Political Bureau s Conclusion No. 81/KL-TW of August 6, 2010, on the Vietnam Shipbuilding Industry Group;
At the proposal of the Minister of Transport and considering opinions of the Ministries of Finance; Planning and Investment; Labor, War Invalids and Social Affairs; and Home Affairs at the cabinet meeting on November 17, 2010,

DECIDES:

Article 1.To approve the Scheme on restructuring the Vietnam Shipbuilding Industry Group {the Group) with the following contents:

1. Objectives:

To early stabilize the Group s production and business activities for it to step by step consolidate its prestige and brand, reduce loss, earn profits, pay debts and accumulate capital for development. To concentrate on 3 major areas: building and repairing seagoing ships on an appropriate scale; allied industries for ship building and repair; and training to raise professional skills for employees and workers in the shipbuilding industry. To develop the Group as the core of the shipbuilding and repair industry which will be a spearhead in the development of the maritime economy and the implementation of Vietnam s marine strategy through 2020 and afterward.

2. Requirements:

- To prevent great impacts on the macroeconomic stability and the common investment environment of the economy;

- To maintain the contingent of employees, especially technicians and skilled workers engaged in the Group s major production and business lines.

To ensure the lawful rights and obligations of investors and employees in to-be-reorganized enterprises;

- To exploit and effectively utilize assets already acquired and to be acquired through investment so as to minimize loss; and recover to the utmost investments already made in areas not related to the Group s major production and business lines, aiming to focus on developing the ship building and repair industry.

3. Restructuring duration: 2011-2013.

4. The Group s organizational model after being restructured:

The Vietnam Shipbuilding Industry Group will, after being restructured, become a consortium of enterprises operating in the ship building and repair industry, allied industries and training activities to serve the ship building and repair industry and having close and long-term relations with one another in terms of economic interests, technology and market, including a parent company, subsidiaries, affiliated companies and non-business units operating under law and their organization and operation charters. The parent company and member units will have the legal person status and their own capital and assets; and have the rights to possess, use and dispose of their assets as prescribed by law and agreed upon within the Group.

a/ The parent company will be a one-member limited liability company in which the State holds 100% of charter capital.

b/ Subsidiaries:

- Nam Trieu Shipbuilding Industry Corporation;

- Bach Dang Shipbuilding Industry Corporation;

- PhaRung Shipbuilding Industry Corporation;

- Ha Long Shipbuilding Company;

- Cam Ranh Shipbuilding Company;

- Sai Gon Shipbuilding and Maritime Industry Company;

- Bach Dang Diesel Engine Manufacturing Company:

- Cai Lan Steel Company;

- Vinashin Finance Company;

- Song Hong Shipbuilding and Construction Company;

- Shipbuilding Company 76;

- Investment Counseling and Trade Company;

- Can Tho Shipbuilding Industry and Transport Joint-Stock Company;

- Hoang Ann. Shipbuilding Industry Joint-Stock Company.

c/ Joint-stock companies:

- Sejin-Vinashin Limited Liability Company;

- Songsan-Vinashin Limited Liability Company.

d/ Affiliated companies: Huyndai-Vinashin Shipyard Limited Liability Company.

e/ Non-business units:

- Shipbuilding Science and Technology Institute;

- Vinashin Vocational College.

5. Remaining enterprises of the Vietnam Shipbuilding Industry Group shall be reorganized by the modes of equitization, enterprise sale, debt sale, conversion of debts into contributed capital; transfer of contributed capital portions, dissolution or bankruptcy. The Members Council of the Vietnam Shipbuilding Industry Group shall take the initiative in reorganizing these enterprises in a flexible manner, ensuring compliance with law and the above requirements.

6. In the process of re-structuring and reorganizing enterprises, the Vietnam Shipbuilding Industry Group shall apply relevant mechanisms and policies on the renewal and restructuring of state enterprises.

Article 2.Organization of implementation

1. Ministries, ministerial-level agencies and government-attached agencies shall perform the state management in their respective areas and exercise some rights and perform some obligations of the owner towards the Vietnam Shipbuilding Industry Group as assigned by the Prime Minister.

2. The Ministry of Transport shall:

- Assume the prime responsibility for, and coordinate with concerned agencies in, directing the restructuring of the Vietnam Shipbuilding Industry Group under Article 1 of this Decision;

- Oversee the compliance with laws, the fulfillment of the objectives and requirements and the compliance with the timetable for the restructuring of the Vietnam Shipbuilding Industry Group; settle in time arising problems and difficulties and report matters beyond its competence to the Prime Minister;

- Direct the Vietnam Shipbuilding Industry Group to elaborate its development strategy and plan for the 2011-2015 period, with 2020 prospects taken into consideration.

3. The Ministry of Finance shall:

- Direct, guide and oversee the Vietnam Shipbuilding Industry Group in conducting financial restructuring, handling debts, re balancing capital sources for debt payment, raising and using capital for production, business and investment, and withdrawing capital contributed in the form of its brand;

- Re-determine the charter capital of the Vietnam Shipbuilding Industry Group in line with its assigned tasks and allocate sufficient capital to the Group according to law.

4. The Ministry of Planning and Investment shall:

- Direct and guide the Group to make business registration during the restructuring process;

- Assume the prime responsibility for, and coordinate with concerned agencies in, reviewing the Group s investment projects and considering its resource-balancing capacity, focusing on major business lines; supervise and evaluate the effectiveness of the Group s investment projects according to the investment law;

- Guide the Group in elaborating internal administration regulations and renew corporate governance so as to increase its efficiency and effectiveness.

5. The State Bank of Vietnam shall direct credit institutions in restructuring the Group s debts and providing ii with new loans in strict accordance with law and the Prime Minister s decisions on solutions for financial restructuring of the Vietnam Shipbuilding Industry Group.

6. The Members Council of the Vietnam Shipbuilding Industry Group shall:

- Perform the tasks of restructuring the Vietnam Shipbuilding Industry Group under this Decision, law and directions of the Steering Committee for Restructuring of the Vietnam Shipbuilding Industry Group, the Prime Minister and directions and guidance of concerned agencies;

- Exercise rights and perform obligations of the owner of capital portions invested in other enterprises in the process of reorganization stated at Point 5. Article 1 of this Decision.

Article 3.This Decision takes effect on the date of its signing.

The Ministers of Transport: Finance; Planning and Investment, Labor, War Invalids and Social Affairs; and Home Affairs, the Governor of the State Bank, the Steering Committee for Restructuring of the Vietnam Shipbuilding Industry Group, the Members Council of the Vietnam Shipbuilding Industry Group and heads of concerned agencies shall implement this Decision.-