DECISION

ON ESTABLISHMENT OF MOTHER COMPANY – VIETNAM NATIONAL CHEMICAL GROUP

THE PRIME MINISTER  

Pursuant to the Law on organization of 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 the Government’s Decree No. 111/2007/ND-CP dated June 26, 2007, on organization and management of state-owned corporations and transformation of state-owned corporations, independent state-owned companies, parent companies being state-owned companies upon the form of parent - subsidiary companies operating under the law on enterprise;

Pursuant to the Government's Decree No. 101/2009/ND-CP dated November 05, 2009, on pilot establishment, organization, operation and management of state economic groups;

Pursuant to the Decision No. 2179/QD-TTg dated December 23, 2009, of the Prime Minister, approving the scheme on Vietnam National Chemical Group pilot establishment;

At the proposal of Minister of Industry and Trade

DECIDES:

Article 1. To establish Mother Company – Vietnam National Chemical Group on the basis of re-organization of the Office and Advisory Functional Boards, the dependent accounting units  of the Vietnam Chemical Corporation.

1. The Vietnam National Chemical Group is an enterprise, in which the State holds 100% of charter capital, has legal entity, seal, symbol, charter of organization and operation; is entitled to open account at State Treasuries, banks as prescribed by law; enjoys business autonomy; is responsible for inheriting the legitimate rights and obligations of the Vietnam Chemical Corporation as prescribed by law.

2. Full name: Tập đoàn Hóa chất Việt Nam

International trading name: Vietnam National Chemical Group.

Abbreviated to Vinachem

3. Head office: 1A, Trang Tien, Hoan Kiem district, Hanoi City;

Representative Office: 22 Ly Tu Trong, district 1, Hochiminh City. 

4. The Charter Capital of Vietnam National Chemical Group is VND 8,000 billion.

5. Business trades of Vietnam National Chemical Group:

a) Main business trades:

Investing and trading state capital; producing and trading fertilizers, pesticides; basic chemical, household chemical; chemical industry, pharmaceutical chemistry, petrochemical; rubber processing industry; mine exploitation industry.

b) The related business trades:

Trading in machines and equipments, materials for chemical industry; training high quality labor force and trading other sectors as prescribed by law.

6. The organizational structure in management and administration of the Vietnam National Chemical Group includes:

a) The Board of Directors of Vietnam National Chemical Group is direct representative of state owner at the Vietnam National Chemical Group, maximally has 07 members , in which chairperson of Board of Directors and chief of Control Board are specialized and responsible members.  The Prime Minister shall appoint members of the Board of Directors at the request of Minister of Industry and Trade.

b) The Board of Directors of Vietnam National Chemical Group shall appoint Control Board of Vietnam National Chemical Group, with 05 members maximally, in which the head of Control Board is member of Board of Directors and under assignment of Board of Directors;

c) The Board of Directors of Vietnam National Chemical Group shall appoint or sign contract with General Director of Vietnam National Chemical Group after the Prime Minister has approved thereof;

d) Assistants of General Director include Deputy General Directors and Chief accountant, who are appointed by Board of Directors of Vietnam National Chemical Group at the request of General Director. 

e) The assisting apparatus of Board of Directors and General Director of Vietnam National Chemical Group consist of Office and Advisory functional Boards.

7. The organizational structure of Mother Company- Vietnam National Chemical Group at time of establishment includes:

- Office and Advisory functional Boards of Mother Company;

- The Supplies and Chemical export & import Company;

- Center for Information of Chemical science and technologies;

- Chemical Service and Trade Center.

8. The subsidiary companies which Vietnam National Chemical Group holds all their charter capital at time of establishment include:

- Vietnam Apatite One Member Limited Liability Company;

- The Southern Basic Chemicals One Member Limited Liability Company;

- The Lam Thao Superphosphate and Chemicals Company;

- Van Dien Fused Phosphate Company;

- The Industrial Gas and Welding Electrode One Member Limited Liability Company;

- The Ha Bac Nitrogenous Fertilizer and Chemicals One Member Limited Liability Company;

- DAP – VINACHEM One Member Limited Liability Company;

- The Vietnam-Laos Chemical and Rock Salt Limited Liability Company

- The Southern Fertilize Company;

- The Binh Dien Fertilize Company;

9. The subsidiary companies which Vietnam National Chemical Group holds more than 50% of charter capitals at time of establishment include:

- NET Detergent Joint Stock Company;

- LIX Detergent Joint Stock Company;

- The Southern battery Joint Stock Company;

- The Ninh Binh phosphate Joint Stock Company;

- The Orient Manufacture and Trading Joint Stock Company;

- The Microbiological and Chemical Industry Joint Stock Company;

- The Tia Sang Battery Joint Stock Company;

- The Hanoi Soap Joint Stock Company;

- The Can Tho Fertilize and Chemicals Joint Stock Company;

- The Viet Tri Chemicals Joint Stock Company;

- The Southern Rubber Industry Joint Stock Company;

- The Da Nang Rubber Joint Stock Company;

- The Vietnam Antiseptic Drugs Joint Stock Company;

- The Chemical Industry Design Joint Stock Company;

- The Sao Vang Rubber Joint Stock Company;

- The Paint and Plastic Joint Stock Company;

- The DAP No.2 - VINACHEM Joint Stock Company.

10. The associate companies which Vietnam National Chemical Group holds less than 50% of charter capitals at time of establishment include:

- The Hanoi Synthetic Paint Joint Stock Company;

- The Da Nang Chemical Industry Joint Stock Company;

- The Vinh Phu batteries Joint Stock Company;

- The Mine Construction and Investment Consultancy Joint Stock Company;

- The Hanoi Battery Joint Stock Company;

- The Additives and Petroleum Products Joint Stock Company;

- The Vinh Thinh Chemicals Joint Stock Company;

- The Vietnam – Germany Welding Electrode Joint Stock Company;

- The Duc Giang Detergent and Chemicals Joint Stock Company;

- The Southern Chemical export & import Joint Stock Company;

- The Vietnam Chemical Finance Joint Stock Company;

- TPC VINA Company;

- Inoue Vietnam Limited Liability Company;

- Long Son Petrochemical Limited Liability Company.

- Bao Minh Corporation;

- The Vietnam Industrial and Commercial Securities Joint Stock Company;

11. Non-business units at time of establishment include:

- College of Chemical Industry;

- Vietnam Institute of Chemical Industry.

12. Board of Directors of Vietnam National Chemical Group may supplement subsidiary companies and associate companies as prescribed by law.

13. The relation between Mother Company- Vietnam National Chemical Group with state owner, with subsidiary companies, associate companies, and non-business units shall comply with provisions of law, Vietnam National Chemical Group’s Charter of organization and operation.

14. The financial management mechanism of Vietnam National Chemical Group is defined in its Regulation on financial management.

15. The Prime Minister shall directly conduct or authorize for Minister of Industry and Trade, Ministers, heads of relevant agencies, Board of Directors of the group  to conduct a number of rights and obligations of owner with Vietnam National Chemical Group as prescribed by law.

Article 2. Organization of implementation

1. The Minister of Industry and Trade shall submit to the Prime Minister for decision on appointing the chairperson and members of Board of Directors of Vietnam National Chemical Group.

2. The Minister of Finance shall approve the Regulation on financial management of Vietnam National Chemical Group at the request of Board of Directors of Vietnam National Chemical Group.

3. Board of Directors of Vietnam National Chemical Group shall:

- Submit to the Prime Minister for approving the Vietnam National Chemical Group’s Charter of organizational and operation in accordance with current regulations.

- Submit to the Prime Minister for approving appointment or signing of contract with General Director of Vietnam National Chemical Group.

- Submit to the Ministry of Finance for approving Vietnam National Chemical Group’s the Regulation on financial management.

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

Ministers of: Industry and Trade, Finance, Planning and Investment, Labor, Invalids and Social Affairs, Internal Affairs, heads of relevant agencies, the Steering Board of enterprise renewal and development, Board of Directors of Vietnam National Chemical Group, Board of Directors of Vietnam Chemical Corporation shall implement this decision.