Decision No. 346/QD-TTg dated February 22, 2013 of the Prime Minister approving the Scheme on restructuring Vietnam Paper Corporation in 2013 - 2013

THE PRIME MINISTER

Decision No.  346/QD-TTg dated February 22, 2013 of the Prime Minister approving the Scheme on restructuring Vietnam Paper Corporation in 2013 - 2013

Pursuant to the Law on Government organization dated December 25th 2001;

Pursuant to the Decision No. 929/QD-TTg dated July 17, 2012 of the Prime Minister, approving the Scheme for restructuring state-owned enterprise, especially state-owned corporations during 2011 – 2015;

At the proposal of the Minister of Industry and Trade and the Member Council of Vietnam Paper Corporation,

DECIDES:

Article 1. Approving the scheme for restructuring Vietnam Paper Corporation (Vinapaco) during 2013 – 2015, in particular:

I. TARGETS

Ensure that Vinapaco has a reasonable structure, focus on the production of paper, paper pulp, planting and harvesting pulpwood forests; increase the productivity and competitiveness together with environment protection; assume the pivotal role in the paper industry of Vietnam; contribute to the socio-economic development, national defense and security, especially in remote areas and ethnic areas

II. RESTRUCTURING CONTENTS

1. Lines of business:

a) Primary lines of business: producing and trading paper, paper pulp, paper products; planting and harvesting pulpwood forests.

b) Lines of business serving the primary lines:

- Producing and trading timber from planted forests;

- Producing and trading electricity, water, steam, supplies, machinery, equipment, and chemicals serving the paper industry.

c) Other lines of business decided by the Minister of Industry and Trade.

2. The charter capital of Vinapaco is decided by the Minister of Industry and Trade after reaching an agreement with the Ministry of Finance.

3. The classification and arrangement of member units of Vinapaco during 2012 – 2015:

a) The parent company – Vinapaco is still a enterprise of which 100% of capital is funded by the State, and the following 20 affiliated units:

- Vinapaco’s branches in Hanoi;

- Vinapaco’s branches in Da Nang city;

- Vinapaco’s branches in Ho Chi Minh city;

- Cau Ham Forestry Company;

- Ngoi Sao Forestry Company;

- Vinh Hao Forestry Company;

- Tan Thanh Forestry Company;

- Ham Yen Forestry Company;

- Tan Phong Forestry Company;

- Doan Hung Forestry Company;

- Thanh Hoa Forestry Company;

- Song Thao Forestry Company;

- Yen Lap Forestry Company;

- Tam Son Forestry Company;

- Xuan Dai Forestry Company;

- Tam Thang Forestry Company;

- Tam Thanh Forestry Company;

- Lap Thach Forestry Company;

- Cam Ngoc Forestry Company;

- Lang Chanh Forestry Company;

b) 100% of charter capital of Southern Pulp Ltd. is owned by Vinapaco.

c) 50% of charter capital of the following 09 enterprises is owned by Vinapaco:

-Tan Mai Group JSC.

- Hong Ha Stationery JSC.

-Thong Nhat Matches JSC.

- Phuc Yen Printing JSC.

- Viet Tri Paper JSC.

- Bai Bang Paper JSC.

- Bai Bang Union JSC.

- Son Son Tapioca JSC.

- Chau Giang Soc Dang Trade and Investment JSC.

d) The following 04 enterprises shall be equitized, and less than 50% of their charter capital is owned by Vinapaco:

- Forest Products Processing & Transport Company;

- Tissue Song Duong Company;

- Woodchip Import & Export Company;

- Forestry Design Company;

dd) Merged 04 forestry companies:

- Moc Son Forestry Company is merged into Tam Son Forestry Company;

- A Mai Forestry Company is merged into Yen Lap Forestry Company.

e) To arrange career units (03 units):

- Paper and Cellulose Institute and Pulpwood Research Institute are converted into technological enterprises as guided by the Prime Minister in the Official Dispatch No. 199/TTg-DMDN dated January 29th 2010;

- Electro mechanics & Paper Technology College is under the management of the Ministry of Industry and Trade.

4. Financial restructure:

a) Withdraw 100% capital of Vinapaco from the following 09 enterprises:

- Saigon Match & Garment., JSC.

- Viet Thai Invexim Co. Ltd.

- Sabeco.,JSC.

-Vietnam Industrial and Commercial Securities (VICS) .,JSC.

- Thanh Hoa Paper.,JSC.

-Tan Mai Mien Dong.,JSC.

- Tan Mai Mien Trung.,JSC.

- Tan Mai Tay Nguyen., JSC.

- Tan Mai Lam Dong., JSC.

b) Settling financial issues:

- Vinapaco shall carry on the accounting and financial settlement of the Project of Bai Bang expansion Phase II, and send detailed reports to the Ministry of Industry and Trade

- Vinapaco shall plan the restructuring of Phuong Nam Paper Pulp Factory, and send reports to the Ministry of Industry and Trade or the Prime Minister for consideration and decision.

5. Enterprise administration restructuring:

a) Amend and complete the internal management regulations.

- Formulate and implement the regulations on supervising and inspecting the conformity with law, the achievement of targets, the fulfillment of objectives, and assess the efficiency of subsidiary companies and associate companies as prescribed;

- Complete the regulations on expense limits in all stages: planting and harvesting pulpwood forests, processing, refining, managing, and selling primary articles of Vinapaco;

- Review and cooperate with functional agencies to make planning for the management and use of land of all member units; complete the legal formalities for issuing certificates of land use right as prescribed.

b) Rearrange the organizational structure and management apparatus.

c) Complete the regulations on personnel management, the regulations on the activities of controllers, intensify training for human resources.

d) Enhance internal supervision.

dd) Promote the application of scientific and technological advances, and the implementation of solutions for increasing productivity and reducing production and business costs.

e) Strengthen the Communist organization in Vinapaco.

III.IMPLEMENTATION ORGANIZATION

1. The Ministry of Industry and Trade shall:

a) Guide, monitor, and inspect the implementation of this Decision, send reports to the Prime Minister every quarter; cooperate with relevant agencies in settling arising difficulties or report the issues beyond its authority to the Prime Minister.

b) Approve the change of the charter capital of Vinapaco after reaching an agreement with the Ministry of Finance.

c) Approve the Charter of organization and operation of Vinapaco.

2. The Ministry of Finance, the Ministry of Planning and Investment, the Ministry of Internal Affairs, and the Ministry of Labor, War Invalids and Social Affairs shall cooperate with the Ministry of Industry and Trade in implementing appointed tasks in clause 1 part III of this Article.

3. Vinapaco’s Member Council:

a) Implement the 5-year production and business plan in the period 2011 – 2015 approved by the Prime Minister in the Decision No. 529/QD-TTg dated May 04, 2012.

b) Formulate the plan for rearranging the production and business, restructuring the member enterprises in accordance with this Scheme for the purpose of professionalization, cooperation, and concentration of resources, avoiding internal competition; then submit it to competent agencies for consideration and approval, and implement it after it is approved. The equitization of state-owned forestry plantations shall be directed by the Prime Minister after the summary of the Resolution No. 28-NQ/TW of the Ministry of Politics on the innovation, arrangement, and development of state-owned plantations.

c) Provide specific roadmaps and plans for finishing the capital withdrawal from the enterprises stated in Point a Clause 4 Part II of this Article until the end of 2015. Provide instructions to finish arranging and equitizing the member enterprises in accordance with the Plan for enterprise innovation and arrangement during 2012 – 2015, approved by the Prime Minister; consider carrying on the capital withdrawal from the enterprises stated in Point c Clause 3 Part II of this Article at the appropriate times.

d) Focus on restructuring enterprise administration in accordance with Clause 5 Part II of this Article.

dd) Cooperate with local governments in reviewing some plantations or agriculture companies or forestry companies in some localities expected to provide raw materials for paper factories. If the projects are not able to be executed, land shall be returned to local governments.

e) Send reports to the Ministry of Industry and Trade, the Ministry of Finance, and the Enterprise Development & Innovation Council every quarter on the implementation of this Scheme.

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

Article 3.The Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, the Presidents of People’s Committees of central-affiliated cities and provinces, the President of Enterprise Development & Innovation Council, the President of the Member assembly of Vinapaco shall be responsible for this Decision’s implementation./.

For the Prime Minister

Deputy Minister

Vu Van Ninh