Decision No. 314/QD-TTg dated February 07, 2013 of the Prime Minister approving the Scheme on restructuring the Vietnam Coal Mineral Industries Group in 2012 - 2015

THE PRIME MINISTER

Decision No.314/QD-TTg dated February 07, 2013 of the Prime Minister approving the Scheme on restructuring the Vietnam Coal Mineral Industries Group in 2012 - 2015

Pursuant to the Law on Government organization datedDecember 25, 2001;

Pursuant to the Decision No. 929/QD-TTgdatedJuly 17, 2012of the Prime Ministerapproving the Scheme  on restructuring State-owned Enterprises with focus on Economic Groups, State Corporations during 2011-2015;  

At the proposal of Minister of Industry and Trade and Members Council of the Vietnam Coal - Mineral Industries group, 

DECIDES:

Article 1.To approve the scheme "Restructuring the Vietnam Coal-Mineral Industries group (Vinacomin) during 2012-2015” with the following contents:

I. OBJECTIVES

Building the Vinacomin into a strong state economic group with rational structure; focus on business and production of coal, minerals, electricity, industrial explosives. Enhancing effectiveness, competition, sustainable development accompanied with ecological environmental protection; contributing in socio-economic development promotion, assurance of national energy security, being proactive in international integration.  

II. CONTENT

1.Business lines:

a) Main business lines:

-Coal industry:Survey and exploration, investment, construction, exploitation, transport, sorting and processing, purchase, sale, export, import of products from coal, mine gas, groundwater in mines and other minerals accompanied with coal. 

-Mineral –metallurgical industry: Survey and exploration, investment, construction, exploitation, transport, sorting enriching ore, metallurgical, processing, manufacture, purchase, sale, export, import of mineral products.

-Industrial explosives: Production, purchase, sale, storage, export and import of types of industrial explosives andammoniumnitơrat.

-Power industry: Power investment, construction and production; purchase and sale of electricity.  

b) Lines related to main business lines:

-Mechanical industry.

-Chemical Industry and building materials.

-Management and exploitation of ports; transport, warehouses.

-Construction of mine, civil, industrial and transport works. 

-Geological survey and exploration; science, technology and investment advisory; commoditycontrol; education; health service.  

c) Other business lines decided by the Prime Minister.

2.Charter capital of Vinacomin: The Prime Minister shall decide based on proposal of the Ministry of Industry and Trade and appraisal of the Ministry of Finance.

3.Mother company – Vinacomin is enterprise with 100% state capital.  Attached units of mother company:

-Company of mine construction 1 – Vinacomin.

-Company of mine construction 2 – Vinacomin.

-Cua Ong coal sorting company – Vinacomin.

-Hon Gai coal sorting company – Vinacomin.

-Cam Pha portand logisticscompany – Vinacomin.

-Hon Gai port and logistics company – Vinacomin.

-Da Bac logistics company – Vinacomin.

-Project management advisory company – Vinacomin.

-Khe Cham coal sorting company – Vinacomin.

-Khe Than coal sorting company – Vinacomin.

-Quang Ninh coal processing company – Vinacomin.

-The management board of Hong river delta coal projects – Vinacomin.

-The management board of Vinacomin Tower project.

- Ha Long Heritage hotel - Vinacomin.

-Mines first-aid center – Vinacomin.

- Business ManagementSchool – Vinacomin.

4.Classifying, arranging the existing member units of Vinacomin during 2012-2015:

a) Enterprises turned into attached units of Mother Company:

-Mao Khe coal Company – Vinacomin.

-Nam Mau coal Company – Vinacomin.

-Duong Huy coal Company – Vinacomin.

-Quang Hanh coal Company – Vinacomin.

-Thong Nhat coal Company – Vinacomin.

-Khe Cham coal company – Vinacomin.

-Hong Thai coal Company – Vinacomin.

-Uong Bi coal Company – Vinacomin.

-Hon Gai coal company – Vinacomin.

-Ha Long coal company – Vinacomin.

b) Enterprises in which Vinacomin holds 100%ofcharter capital:

-Mother Company – Dong Bac Corporation (Manage together with the Ministry of National Defense).

-Mother Company – Mines and chemical industry Corporation – Vinacomin.

-EnvironmentOne-member limited liability company – Vinacomin.

-One-member limited liability company of Maritime and Navigation aids– Vinacomin.

-One-member limited liability company of mine geology – Vinacomin.

c) Enterprises in which Vinacomin holds over 50%ofcharter capitals:

-Enterprises in which Vinacomin holds between 65% and 75% of charter capitals:

+ Vang Danh Coal joint-stock company – Vinacomin.

+ Ha TuCoal joint-stock company – Vinacomin.

+ Ha Lam Coal joint-stock company – Vinacomin.

+ Nui Beo Coal joint-stock company – Vinacomin.

+ Coc Sau Coal joint-stock company – Vinacomin.

+ Deo Nai Coal joint-stock company – Vinacomin.

+ Cao Son Coal joint-stock company – Vinacomin.

+ Mong Duong Coal joint-stock company – Vinacomin.

+ Southwest Da Mai Coal joint-stock company – Vinacomin.

-Enterprises in which Vinacomin holds between over 50% and less than 65% of charter capitals:

+ Machinery joint-stock company – Vinacomin.

+ Co Dinh Thanh Hoa Chrome joint-stock company – Vinacomin.

+ North Coal trade joint-stock company – Vinacomin.

+ Central Coal joint-stock company – Vinacomin.

+ South Coal joint-stock company – Vinacomin.

+ Coal export and import joint-stock company – Vinacomin.

+ Cam Pha Coal trade and processing joint-stock company – Vinacomin.

+ Control  joint-stock company – Vinacomin.

+Joint-stock companyofIndustry and Mines investment advisory – Vinacomin.

+ Thach Khe iron joint-stock company – Vinacomin.

+ Joint-stock company of Geology and Minerals – Vinacomin.

d) Enterprises in which Vinacomin holds not more than 50% of charter capitals:

-Joint-stock company of Travel and Trade.

-Joint-stock company of Investment, Trade and Services.

-Joint-stock company of automobile industry.

-Joint-stock company of electric equipment.

-Uong Bi Mechanical and Electrical Joint-stock company.

-Mao Khe mechanical engineering joint-stock company.

-Hon Gai mechanical engineering joint-stock company.

-Uong Bi mechanical and automobile Joint-stock company.

-Joint-stock company of hydro transport

-Joint-stock company of maritime agent.

-Vinacomin Reththy building materials business and production joint-venture company (Campuchia).

dd) Enterprises  performed equitization during 2012-2015:

-Vinacomin holds over 75%ofcharter capitals:

+ Mother Company – Viet Bac Mines Industry Corporation – Vinacomin.

-Vinacomin holds between 51% and 65% of charter capitals:

+ Mother Company – Mineral Corporation – Vinacomin.

+ Mother Company – Power Corporation – Vinacomin.

+ One-member limited Liability Company of supplies – transport – cargo loading and unloading – Vinacomin.

+ Thai Nguyen non-ferrous metal One-member limited liability company  (attached Mother company – Mineral Corporation – Vinacomin).

+ One-member limited Liability Company of Mine Equipment and Technology Development.

+ Lam Dong Aluminum one-member limited liability company – Vinacomin.

-Vinacomin holds not more than 50% charter capitals: One-member limited liability Company of mechanical engineering and building ship – Vinacomin.

e) Carrying out merger, dissolution, bankruptcy:

-To merge Viet Bac Geology one-member limited liability company – Vinacomin in One-member limited liability company of Mine Geology – Vinacomin.

-To dissolve:

+ Dong Vong Coal one-member limited liability company.

+ Vietnam – Japan gem one-member limited liability company.

-To bankrupt: + Song Ninh building-ship joint-stock company – Vinacomin.

g) Science and education – training non-business units:

-To maintain model, organizational structure for non-business units:

+ Labor Health Center – Vinacomin.

+ Coal – Mineral Magazine of Vietnam.

+ Mine Science and Technology Institution – Vinacomin.

+ Mine and energy mechanical engineering Institution – Vinacomin.

-To merge Huu Nghi Mine, Hong Cam Mine, Viet Bac Industry vocational colleges – Vinacomin into Mine vocational college – Vinacomin.

5.To draw all capital of Vinacomin in enterprises:

-SHB Insurance joint-stock Corporation – Vinacomin.

-Aviation insurance joint-stock company – Vinacomin.

-+ Coal – Mineral Financial limited liability company of Vietnam.

-Saigon - Hanoi join stock commercial bank (SHB).

-SHS securities joint-stock company.

-Hai Ha Economic zone Development Investment joint-stock company.

-BIDV Investment Fund Management Joint Venture Company – VN Partners.

-One-member limited liability Company of Investment and Development of Housing and Infrastructure – Vinacomin.

-Vietnam Football joint-stock company

6.To restructure enterprise management, concentrate on the following contents:

a) Amending, supplementing and finalizing the system of internal management regulations;

b) Rearranging the organizational structure, apparatus of management and administration;

c) Finalizing regulation on cadre operation, stepping up training of human resources;

d) Strengthening internal control;

dd) Stepping up application of science and technology advances and implementing solutions to increase labor productivity, reduce costs in business and production activities;

e) Strengthening duties, powers and direction of Vinacomin for Vinacomin’s capital representative persons at other enterprises;

g) Consolidating organization of Party’s and mass’s organizations in Vinacomin.

III. ORGANIZATION OF IPLEMENTATION

1.The Ministry of Industry and Tradeshall:

a) Guide, monitor, inspect implementation of this Decision; quarterly report  to the Prime Minister; assume the prime responsibility for, and coordinate with relevant agencies in timely handling of problems arising or reporting to the Prime Minister for problems which fall beyond their competence;

b) Submit to the Government for promulgation of a Decree on Charter of organization and operation of the Coal – Mineral Industries group of Vietnam.

2.The Ministry of Finance shall: Appraise, submit to the Prime Minister for consideration, decision on charter capital level and adjustment of charter capital of Vinacomin.

3.Ministries of: Finance, Planning and Investment, Home Affairs. Labor, War invalids and Social Affairs shall, under their competence, coordinate with the Ministry of Industry and Trade in implementation of tasks assigned in clause a part III Article 1 of this Decision.

4.Members Council of Vinacominshall:

a) Carry out the 5-year plan on production, business and development investment during 2011-2015 which was approved by the Prime Minister in the Decision No. 549/QD-TTg, of May 11, 2012;

b) Direct formulation and approve plans on reorganizing business production; plans on restructuring of member enterprises in conformity with content of this Scheme and implementation of specialization, assignment and cooperation, not spreading or dispersing resources, avoiding internal competition in order to submit to competent authorities for consideration, approval and implementation after being approved; 

c) Have specific roadmap and plan in order to finishdivestments in enterprises mentioned in clause 5 part II Article 1 of this Decision.Formulate plan ondivestments for enterprises mentioned in item c, clause 4 Article 1 of this Decision;

d) Concentrate on restructuring management of enterprise according to contents mentioned in clause 6 part II Article 1 of this Decision.

Formulate, carry out regulations, provisions on supervision, examination, inspection of law compliance, implementation of assigned objectives, strategies, plans and tasks, assess the operational effectiveness of subsidiary companies, managers in accordance with regulation;

dd) Formulate plan to establish new enterprises in order to carry out projects implemented as prescribed by law;

e) Transfer, draw capital at projects with ineffectiveness of Group invested in foreign countries in accordance with regulation of host country;

g) Based on the Government’s Decree No. 80/2007/ND-CP, of May 19, 2007 on science and technology enterprises, formulate roadmap and decide, change the Institutions into science and technology enterprises in accordance with regulation; formulate scheme on combination of colleges, and report it to the Ministry of Labor, War Invalids and Social Affairs and relevant state management agencies for establishment of Mine vocational colleges – Vinacomin   in accordance with regulation;       

h) Quarterly, report result of implementation of this Scheme to the Ministry of Industry and Trade, the Ministry of Finance, the Steering Board of enterprise innovation and development. 

Article 2.The Decision takes effect on the signing date.

Article 3.Minsters, Heads of ministerial-level agencies, Heads of Governmental agencies, the chairpersons of the People’s Committee of provinces and centrally-run cities and the chief of Steering Board of enterprise innovation and development, Members Council of Vietnam Coal – Mineral IndustriesGroup shall implement this Decision.

For the Prime Minister

Deputy Prime Minister

Vu Van Ninh