Decision No. 266/2006/QD-TTg dated November 23, 2006 of the Prime Minister approving the Scheme on transforming Vietnam Steel Corporation into one operating after the parent - subsidiary company model

DECISION

APPROVING THE SCHEME ON TRANSFORMING VIETNAM STEEL CORPORATION INTO ONE OPERATING AFTER THE PARENT - SUBSIDIARY COMPANY MODEL

THE PRIME MINISTER

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

Pursuant to the Law on State Enterprises dated November 26, 2003;

Pursuant to the Law on Enterprises dated November 29, 2005;

Pursuant to Decree No. 153/2004/ND-CP dated August 9, 2004 of the Government on the organization and management of the State corporations and the transformation of the State corporations and independent State companies into ones operating after the parent - subsidiary company model;

At the proposal of the Management Board of Vietnam Steel Corporation,

DECIDES:

Article 1.

To approve the Scheme on transforming Vietnam Steel Corporation into one operating after the parent - subsidiary company model as follows:

1. The parent company - Vietnam Steel Corporation (VSC) shall be a State-owned company with its legal status and owned seal, the Charter on organization and operation; be allowed to open its account in Vietnamese Dong and in foreign currencies at the State Treasury, domestic and foreign banks according to the provisions of law; directly do business and production activities and invest capital in other companies; have responsibility to conserve and develop the State-owned capital at the parent company and capital invested in other companies.

The parent company shall be formed on the basis of reorganizing the Office of the Vietnam Steel Corporation, the Southern Steel Company and Phu My Flat Steel Company, dependent accounting units, non-business units and branches, have responsibility to inherit the legitimate rights and obligations of the former Vietnam Steel Corporation.

The execution and management apparatuses of the parent company include: the Management Board, the Control Board, the General Director, the deputy general directors, the chief accountant and assisting apparatuses.

2. Subsidiary companies include:

a) Companies, where the parent company holds dominant shares and capital:

- Hanoi Metal Joint Stock Company;

- Central Vietnam Metal Joint Stock Company;

- Ho Chi Minh City Metal Joint Stock Company;

- Bac Thai Metal Joint Stock Company;

- Southern Eagle Refractory Joint Venture Company;

- Da Nang Steel Joint Stock Company;

- Tan Thuan Steel Joint Stock Company;

- Southern Steel – Sai Gon Port Football Joint Stock Company.

b) Companies, which shall be equitized in 2007-2008 and have dominant shares held by the parent company:

- Thai Nguyen Steel and Iron Company;

- Nha Be Steel Rolling and Refining Company;

- Thu Duc Steel Rolling and Refining Company;

- Bien Hoa Steel Rolling and Refining Company;

3. Joint stock and joint venture companies, where the parent company contributes under 50% of the charter capital:

- Thai Nguyen Metallurgical and Electro-mechanical Joint Stock Company;

- Truc Thon Joint Stock Company;

- Binh Tay Steel Wire Netting Joint Stock Company;

- The Southern Construction and Investment Joint Stock Company;

- VSC – POSCO Steel Company (VPS);

- Vinausteel Steel Producing Joint Venture (VINAUSTEEL);

- Vinakyoei Steel Company (VINAKYOEI);

- NatsteelVina Limited Company (NATSTEELVINA);

- Vietnam Steel Pipe Company (VINAPIPE);

- The International Trade Center Joint Venture Company (IBC);

- Thi Vai International Port Limited Company;

- NippoVina Joint Venture Company;

- Phuong Nam Steel Sheet Company;

- Vingal Industrial Plating Products Producing Company;

- Sai Gon Steel Services and Processing Company;

- Tay Do Steel Company;

- Vina-Japan Engineering Limited Company;

- PJICO Insurance Joint Stock Company;

- Vietnam-China Mineral and Metallurgical Limited Company;

- The Mechanical Engineering and Metallurgical Joint Stock Company.

4. The relations between the parent company with the state owner and the subsidiary and associated companies shall comply with the provisions of law and the Charter on organization and operation of the parent company.

5. The supplementation of the member companies shall comply with the provisions of law.

Article 2.

Organization of implementation

1. The Minister of Industry shall:

- Direct and monitor the implementation of this Decision.

- Decide on transformation of companies specified in Item b, Clause 2, Article 1 of this Decision into joint stock companies in accordance with current stipulations.

- Direct Vietnam Steel Corporation to equitize the parent company – Vietnam Steel Corporation before July of 2009.

2. The Management Board of Vietnam Steel Corporation shall organize the implementation of this Decision according to current stipulations.

Article 3.

This Decision takes effect 15 days after its publication in CONG BAO.

The ministers of Industry, Finance, Planning and Investment, Home Affairs, Labor, War Invalids and Social Affairs, the Governor of the State Bank of Vietnam, the heads of the concerned agencies and the Management Board of the Vietnam Steel Corporation shall have to implement this Decision.