Decision No. 60/2003/QD-TTg dated April 18, 2003 of the Prime Minister on the experimental transformation of Vietnam Shipbuilding Corporation to operate after the parent company-affiliate company model

DECISION

ON THE EXPERIMENTAL TRANSFORMATION OF VIETNAM SHIPBUILDING CORPORATION TO OPERATE AFTER THE PARENT COMPANY-AFFILIATE COMPANY MODEL

THE PRIME MINISTER

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

Pursuant to the April 20, 1995 Law on State Enterprises;

Pursuant to the June 12, 1999 Law on Enterprises;

At the proposal of the Managing Board of Vietnam Shipbuilding Corporation and opinions of the Ministries of: Communications and Transport, Planning and Investment, Finance, and Interior,

DECIDES:

Article 1.- To approve the scheme on experimental transformation of Vietnam Shipbuilding Corporation to operate after the parent company-affiliate company model with the following contents:

1. The scheme aims to experimentally renovate the production and business organization of Vietnam Shipbuilding Corporation, to create conditions for associating and developing the capabilities of its member enterprises for the development of the shipbuilding industry, the acceleration of the capital accumulation and concentration process in order to step by step form the State’s Shipbuilding Group, which shall conduct multi-sector business on the basis of the main sector being sea-going ship building and repair; to create close relationships and clearly define the interests and responsibilities regarding the products, capital and economic benefits among enterprises having legal person status; to provide better information, marketing, consumption, supply, research and training services to the associating units, raise the prestige and competitiveness of enterprises and the Corporation’s products on the market.

2. The scheme’s principal contents:

a/ Vietnam Shipbuilding Industry Corporation shall be transformed to operate after the parent company-affiliate company model as follows:

- The parent company (the Corporation) is a State enterprise, which directly conducts production and business activities and has investment capital at its affiliate companies, takes responsibility for the preservation and development of the State capital at the company and capital invested in affiliate companies, has the whole right to regulate the State capital portions at affiliate companies according to the Experimental Charter and Financial Regulation approved by the Prime Minister.

- Depending on the production and business characteristics; the capital investment’s scale and nature as well as the importance for the development of the parent company, affiliate companies of the following types may be formulated:

+ Affiliate companies being enterprises with the parent company holding their whole charter capital, including State enterprises or one-member limited liability companies;

+ Joint-stock companies with the parent company holding dominant shares;

+ Limited liability companies with two members or more with the parent company holding dominant capital-contribution portions.

Affiliate companies have the legal person status, their own assets, names and managerial apparatuses; take self civil responsibilities within the scope of their assets; are organized and operate under the law provisions relevant to affiliate companies’ legal forms.

b/ The charter capital structure as well as production and business lines of the parent company and each affiliate company; the organization and management of the parent company; and the relationship between the parent company and the State owners, affiliate companies, member companies and non-business units are prescribed in the Charter on Organization and Operation of the parent company.

c/ The parent company shall have to inherit legal rights and obligations of Vietnam Shipbuilding Corporation.

Article 2.- The transformation of Vietnam Shipbuilding Corporation to operate after the parent company-affiliate company model is effected as follows:

1. Stage 1 (till the end of 2003):

+ To establish the parent company, consisting of the Corporation’s existing apparatus and 10 dependent-accounting units (their list is in Section I, Part A of the Appendix).

+ To form affiliate companies, including 4 one-member limited liability companies and 2 State enterprises (their list is in Section II, Part A of the Appendix).

+ For the capital amount contributed by Vietnam Shipbuilding Corporation’s member enterprises to joint-stock companies, limited liability companies and joint-venture companies with foreign countries, the parent company shall act as the owner representative (their list is in Section III, Part A of the Appendix).

1. Stage 2 (2004-2005):

+ 5 State enterprises shall be transformed into one-member limited liability companies (their list is in Section I, Part B of the Appendix).

+ 21 State enterprises shall be equitized (their list is in Section II, Part B of the Appendix).

Article 3.- Assignment of tasks

1. To assign the Managing Board of Vietnam Shipbuilding Corporation:

a/ To elaborate the schemes on transforming the State enterprises, which are members of Vietnam Shipbuilding Industry Corporation, into one-member limited liability companies or joint-stock companies; to transform the Institute of Shipbuilding Sciences and Technologies into a State enterprise engaged in scientific and technological activities (Points 1 and 2, Article 2 of this Decision); the scheme on training human resources of high qualifications meeting the development of the shipbuilding industry and the project on transformation of the ship-model testing reservoir under the Institute of Shipbuilding Sciences and Technologies into a national laboratory.

b/ To draft the Organization and Operation Charter and the Financial Regulation applicable to experimental organization of the parent company-affiliate company model at Vietnam Shipbuilding Industry Corporation, and submit them to the Government for consideration and approval.

2. To assign the Minister of Communications and Transport to direct the elaboration and implementation of the planning on Vietnam’s shipbuilding industry and concentrate the direction on the development of Vietnam Shipbuilding Corporation into a strong economic group. To coordinate with the Steering Committee for Enterprise Renovation and Development and the Managing Board of Vietnam Shipbuilding Corporation in elaborating the scheme on the experimental signing of contracts between the Managing Board and the general director at Vietnam Shipbuilding Corporation and submit it to the Prime Minister for consideration and decision.

3. To assign the Minister of Education and Training to direct Vietnam Shipbuilding Corporation to elaborate the scheme on training human resources of high qualifications to meet the development of the shipbuilding industry in the new period.

4. To assign the Minister of Science and Technology to direct Vietnam Shipbuilding Industry Corporation to well implement the project on transformation of the ship-model testing reservoir under the Institute of Shipbuilding Sciences and Technologies into a national laboratory.

Article 4.- This Decision takes effect 15 days after its publication in the Official Gazette.

The Ministers of: Communications and Transport; Planning and Investment; Finance; Interior; Labor, War Invalids and Social Affairs; Education and Training; and Science and Technology; the governor of Vietnam State Bank; the Managing Board of Vietnam Shipbuilding Industry Corporation and the concerned agencies shall have to implement this Decision.

APPENDIX

ON EXPERIMENTAL TRANSFORMATION OF VIETNAM SHIPBUILDING CORPORATION TO OPERATE AFTER THE PARENT COMPANY-AFFILIATE COMPANY MODEL
(Issued together with the Prime Minister’s Decision No. 60/2003/QD-TTg of April 18, 2003)

A. STAGE 1: EXPERIMENTAL TRANSFORMATION OF VIETNAM SHIPBUILDING CORPORATION TO OPERATE AFTER THE PARENT COMPANY-AFFILIATE COMPANY MODEL TILL THE END OF 2003

I. TO ESTABLISH THE PARENT COMPANY, CONSISTING OF THE CORPORATION’S EXISTING APPARATUS AND THE FOLLOWING 10 DEPENDENT-ACCOUNTING UNITS:

1. Song Hong Shipbuilding and Construction Company;

2. Vinashin Machine Installation and Construction Company;

3. The Maritime Transportation and Service Company;

4. The Center for Labor Training Cooperation with Foreign Countri es;

5. The Informatics Technology Center;

6. The Shipbuilding Consultancy and Design Company;

7. Da Nang Shipbuilding Company;

8. The Communications and Transport Investment and Trade Company;

9. The Marine Technique and Technology Company;

10. The Control and Information Technique Company.

II. TO FORM AFFILIATE COMPANIES: THE FOLLOWING 4 STATE ENTERPRISES SHALL BE TRANSFORMED INTO ONE-MEMBER LIMITED LIABILITY COMPANIES:

1. Bach Dang Shipbuilding Factory;

2. Pha Rung Sea-Going Ship Repair Factory;

3. Ben Kien Shipbuilding Factory;

4. Sai Gon Shipbuilding Company.

+ State enterprise to be kept intact: The Shipbuilding Finance Company.

+ To be transformed into a State enterprise engaged in scientific and technological activities: The Institute of Shipbuilding Sciences and Technologies.

III. VIETNAM SHIPBUILDING INDUSTRY CORPORATION’S MEMBER ENTERPRISES, INCLUDING JOINT-STOCK ENTERPRISES, LIMITED LIABILITY COMPANIES WITH MANY MEMBERS AND JOINT-VENTURE COMPANIES WITH FOREIGN COUNTRIES WHERE THE PARENT COMPANY ACTS AS THE OWNER REPRESENTATIVE:

+ Where the parent company holds dominant shares or dominant contributed capital:

1. Shintec Shipbuilding Technique Joint-Stock Company;

2. Vinashin Construction Joint-Stock Company;

3. Vinashin Oil and Gas Investment and Transportation Joint-Stock Company;

4. Vinashin Water-works Shipbuilding Technique Joint-Stock Company;

5. Vinashin Infrastructure Construction and Development Joint-Stock Company;

6. Vinashin Wood Processing - Construction Materials Trading Joint-Stock Company;

7. Vinashin Refrigerating-Electric Technology Joint-Stock Company;

8. Cai Lan Industrial Park Limited Liability Company;

9. Bancan Maritime Transportation Joint-Venture Company.

+ Where the parent company holds shares or contributes capital at low rates:

1. Shintec Shipbuilding Industrial Environment Joint-Stock Company;

2. Thang Long Insurance Joint-Stock Company;

3. Ben Dinh – Sao Mai Port Joint-Stock Company;

4. Housing Joint-Stock Bank (HAHUBANK);

5. Huyndai-Vinashin Sea-going Ship Repair Factory Limited Liability Company;

6. Sheellgas Joint-Venture Company;

7. Visdemco Joint-Venture Company.

B. STAGE II: EXPERIMENTAL TRANSFORMATION OF VIETNAM SHIPBUILDING INDUSTRY CORPORATION TO OPERATE AFTER THE PARENT COMPANY – AFFILIATE COMPANY MODEL (FROM 2004 TILL THE END OF 2005)

I. 5 STATE ENTERPRISES SHALL BE TRANSFORMED INTO ONE-MEMBER LIMITED LIABILITY COMPANIES:

1. Ha Long Shipbuilding Factory;

2. Nam Trieu Ship Company;

3. Da Nang Shipbuilding Factory;

4. Nha Trang (Khanh Hoa) Shipbuilding Factory;

5. Sai Gon Shipbuilding and Maritime Industry Company.

II. 21 STATE ENTERPRISES SHALL BE EQUITIZED:

1. Song Cam Shipbuilding Factory;

2. Tam Bac Shipbuilding Factory;

3. Ngo Quyen Shipbuilding Company;

4. Hong Bang Shipbuilding and Construction Company;

5. The Shipbuilding Supplies Import and Export Company;

6. Bien Dong Transportation Company;

7. The Construction and New Technology Application Company;

8. The Shipbuilding Mechanical Engineering – Electricity – Electronics Company;

9. Hai Duong Shipbuilding and Water Transportation Company;

10. Nam Ha Shipbuilding Factory;

11. Song Lo (Phu Tho province) Shipbuilding Factory;

12. Thanh Hoa Shipbuilding Company;

13. Ben Thuy Shipbuilding Factory;

14. Quang Binh Shipbuilding Company;

15. Phu Yen Agricultural and Aquatic Product Industry Company;

16. The Shipbuilding Factory No. 76;

17. Can Tho Shipbuilding and Water Transportation Company;

18. Can Tho River and Sea Transportation Company;

19. The Investment Consultancy and Trade Company;

20. The Communications and Transport Industrial Design Consultancy Company;

21. Da Nang Lighting-Electricity Company.-