DECISION

APPROVING THE RE-STRUCTURING SCHEME OF VIETNAM POSTS AND TELECOMMUNICATIONS GROUP (VNPT) FOR THE PERIOD 2014-2015

PRIME M2INISTER

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

Pursuant to Decree No. 99/2012/ND-CP dated November 15, 2012 of the Government on assignment and decentralization of implementing the rights and obligations of all state-owned enterprises and the State capital invested in enterprises;

Pursuant to Decision No. 929/QD-TTg dated July 17, 2012 of the Prime Minister approving the restructuring Scheme of state-own enterprises, focusing on State economic groups and corporations for the period 2011 - 2015;

Considering the proposal of the Minister of Information and Telecommunications,

DECIDES:

Article 1. Approving the restructuring scheme of Vietnam Posts and Telecommunications Group (VNPT) for the period 2014-2015 with the following contents:

I. OBJECTIVES

Continuing to develop VNPT, focusing on the areas of production and business of products, telecommunication services, information technology, multimedia; improving the efficiency of production and business with high competition capacity; keeping the key role in the telecommunications industry of Vietnam; forming the sustainable telecommunications market and healthy competition; contributing to boost social and economic development to ensure security, national defense and implementation of industrialization and modernization of the country.

II. CONTENT

1. Name: Vietnam Post and Telecommunications Group

2. Transaction name: Vietnam Post and Telecommunication Group

International transaction name: Vietnam Posts and Telecommunications Group.

Abbreviated name: VNPT.

2. Business lines:

a) Business products, services and telecommunications, information technology and multimedia; consultancy, survey, design, installation, use, maintenance, repair, leasing of works, telecommunications equipment, information technology; research, development, fabrication, manufacturing of equipment and products of telecommunications and information technology; trading and distribution of equipment and products of telecommunications and information technology.

b) Business lines related to the main business lines of business: Financial investment in the area of telecommunications, information technology and multimedia; advertising, market research, organization of conferences, seminars and exhibitions related to the main business lines; business of office leasing services for the existing offices of VNPT;

3. Charter capital of VNPT: The Prime Minister shall decide it on the basis of proposal of the Ministry of Information and Communications and evaluation of the Ministry of Finance;

4. Organization and re-structuring of VNPT and member units:

a) Integrity transfer of primitive state: Vietnam Mobile Telecom Services Company – VMS (Mobifone), Central Post Office and Institute of Technology, Posts and Telecommunications to the management of the Ministry of Information and Communication. The Prime Minister shall authorize the Minister of Information and Communication to issue a decision on transferring these units;

b) Transfer of general hospitals and nursing and rehabilitation hospitals in Hanoi, Hai Phong, Ho Chi Minh city, Technical Vocational Schools of Posts, Telecommunications and Information Technology in Ha Nam, Tien Giang and Thai Nguyen to localities for management. The Ministry of Information and Communications shall work and reach an agreement with the localities and request the Prime Minister for decision;

c) Re-structuring of remaining units of VNPT:

- Re-organization of companies, units and divisions that are managing the current business activities of telecommunications services of VNPT into the Telecommunications Services One member Limited Liability Company (VNPT - Vinaphone) for management and operation of business activities of telecommunications services

- Re-organization of companies, units and divisions that are managing the current business activities of software products, services of value-added and media of VNPT into the Media One member Limited Liability Company (VNPT – Media) for business and provision of services of information technology, multimedia and telecommunications application services.

- Re-organization of companies, units and divisions that are managing the current telecommunications network infrastructure of VNPT into the Network Infrastructure Company (VNPT- Net) under the dependent accounting of Parent Company – VNPT to perform the functions of investment, construction, management and use of telecommunications network infrastructure in a uniform manner in the Group.

- Re-organization of FOCAL Optic Cable One member Limited Liability Company and Telecommunications Industry Technology Joint Stock Company (VNPT-Technology) into the subsidiary of VNPT to carry out the functions of research, fabrication, manufacturing and trading of products and equipment of post and telecommunications and information technology.

- Re-structuring of PT Finance under Resolution No. 15/NQ-CP dated March 06, 2014 of the Government on a number of solutions to boost the equitization and divestment at enterprises and relevant laws;

- 63 VNPT of provinces and cities as the branches of VNPT shall be re-structured to cooperate with other units to carry out the management and operation of peripheral network, system of terminal equipment, public telecommunications services outlets; business of goods and services under contracts between the parties and assignment of VNPT.

- Withdrawal of capital hold by VNPT at enterprises named in Annex II.

5. Structure of VNPT after re-structuring and re-organization:

a) Parent Company – VNPT is a One Member Limited Liability Company whose 100% of charter capital is hold by the State with its main functions and responsibilities: Organizing and steering the business and production of the whole Group; studying and developing stratergies and plan for development of market, network and services and application of new technology, products and services; performing the organization, staff and training of human resources and innovation of enterprise management; carrying out the work of finance, accounting, plan and investment of the whole Group and legislation, international cooperation, inspection, examination, emulation and commendation.

b) Dependent accounting units:

- Network Infrastructure Company (VNPT- Net)

- 63 VNPT of provinces and cities

- Center for Development Research (VNPT - RD).

- Technical Vocational Schools of Posts, Telecommunications and Information Technology 2.

Independent accounting units of patent Company – VNPT with their own seals, accounts and certificate of operation registration.

c) Subsidiaries:

- Telecommunications Services One member Limited Liability Company (VNPT - Vinaphone)

- Media One member Limited Liability Company (VNPT – Media)

- Telecommunications Industry Technology Joint Stock Company (VNPT-Technology)

d) Companies of which VNPT is holding less than 50% of charter capital specified in Annex I.

6. Improvement and enhancement of enterprise management:

a) Re-structuring of organization, apparatus of management and operation towards direct simplification, reduction in intermediaries, increase in decentralization and forming of reasonable initiative for member units.

b) Re-organization of business and production towards specialization and professionalization, no spreading, overlapping investment with dispersed resources; avoidance of internal competition, increase in cooperation and association between member units in the Group through economic agreements and contracts under market mechanism.

c) Improvement of regulation on staff; promotion of training of high-quality human resources; staffing of management leaders and representatives of state capital with sufficient moral character and professional competence to perform the role of state representative at enterprises; enhancement of personal responsibilities of heads of units; strengthening of Party organizations and unions within the Group; formulation of plan and measures to appropriately settle the redundant workforce after re-structuring.

d) Amendment, supplementation and improvement of system of management, control and internal accounting; public and transparent implementation in investment, financial management, asset procurement, income distribution, promotion and appointment of officials;

dd) Acceleration of application of scientific and technological advance and implementation of solution to increase in lavor productivity, improvement of quality of products, services and simultaneous decrease in expenses of business and production to lower cost and increase the competitiveness of goods and services on the market.

e) Strengthening of inspection and examination of compliance with law, evaluation of operation efficiency of member units and management officials to promptly rectify derogations and adjust business and production plans to suit the reality.

III. IMPLEMENTATION

1. The Ministry of Information and Communications:

a) In quarter III of 2014, submitting the draft Decree on Charter of organization and operation of Vietnam Posts and Telecommunications Group;

b) Requesting the Prime Minister to make a decision on charter capital, plan for production, business and development investment during the period 2014-2015; development strategies of VNPT by 2020, with a vision to 2030;

c) Evaluating and submitting the Scheme of establishment of Telecommunications Services One member Limited Liability Company (VNPT - Vinaphone) and Media One member Limited Liability Company (VNPT – Media) to the Prime Minister for approval and implementation.

d) Receiving the units specified at Point a, Clause 4, Part II, Article 1 of this Decision in accordance with current regulation. Steering the Institute of Technology, Posts and Telecommunications to operate with its own revenue and expenditure balance, not using the state budget;

Submitting the Scheme of equitization of Vietnam Mobile Telecom Services Company – VMS (Mobifone) to the Prime Minister within 2014 for implementation;

e) Requesting the Prime Minister to approve: Scheme of re-organization of Central Post and mechanism of organization of business operation of system of satellites Vinasat 1, 2.

g) Steering the re-organization of FOCAL Optic Cable One member Limited Liability Company and Telecommunications Industry Technology Joint Stock Company (VNPT-Technology) as stipulated by law.

h) Steering, monitoring and inspecting the implementation of this Decision and making periodical reports to the Prime Minister; assuming the prime responsibility for and coordinating with the agencies concerned to promptly settle the arising problems or reporting the Prime Minister on issues beyond its authority.

2. The Ministry of Finance:

Evaluating and requesting the Prime Minister to consider and deciding the charter capital of VNPT

3. The Ministry of Planning and Investment:

a) Evaluating and requesting the Prime Minister to approve the plan for production, business, investment for development during 2014-2015; strategies of VNPT development by 2020, with a vision to 2030;

b) Assuming the prime responsibility for and coordinating with the Ministry of Information and Communications to steer and guide VNPT to carry out the operational procedures for attached units and dependent accounting units of VNPT.

4. Board of members of VNPT:

a) Suggesting the charter capital of VNPT to the Ministry of Information and Communications.

b) Preparing the Scheme of establishment of Telecommunications Services One Member Limited Liability Company (VNPT-Vinaphone) and Media One Member Limited Liability Company (VNPT-Media), making report to the Ministry of Information and Communications for evaluation and submitting it to the Prime Ministere for approval.

c) Performing the handover of units specified at Point a and b, Clause 4, Part II, Article 1 of this Decision under the current regulations;

d) Implementing the scheme of re-organization of production and business, structuring the member units and settling the remaining financial issues in accordance with the contents of the approved scheme; deciding to establish the dependent accounting units specified at Point b, Clause 5, Part II, Article 1 of this Decision as stipulated;

dd) Implementing the re-structuring of enterprise management according to the contents specified in Clause 6, Part II, Article 1 of this Decision.

e) Formulating and reporting to the Ministry of Information and Communications on the mechanism of organization of business activities of system of satellites Vinasat 1, 2 for submission to the Prime Minister;

g) Making periodical report to the Ministry of Information and Communications, the Ministry of Finance and the Steering Committee for innovation and development of enterprises on the result of implementing this Scheme.

Article 2. This Decision takes effect from the date of its signing.

Article 3. Ministers, Heads of ministerial-level agencies, Heads of Government-attached agencies, Chairman of People's Committees of provinces and centrally-affiliated cities, Head of the Steering Committee for innovation and development of enterprises, Board of  members of Vietnam Posts and Telecommunications Group are liable to execute this Decision. /.  

ANNEX I

COMPANIES OF WHICH VNPT IS HOLDING LESS THAN 50% OF CHARTER CAPITAL
(Issued together with Decision No. 888/QD-TTg dated June 10, 2014 of the Prime Minister)

1. VINECO Telecommunications System Joint Stock Company

2. VFT Telecommunication Systems Joint Stock Company

3. P & T Material Supply Joint Stock Company

4. VKX Limited Liability Company (VKX)

5. Smart Media Joint Stock Company (SMJ)

6. Joint Stock Company for Telecoms and Informatics (CT-IN)

7. Kasati Joint Stock Company (KASATI)

8. Technology and Media Investment – Development JSC (NEO)

9. COKYVINA Joint Stock Company

10. Post and Telecommunication Equipment Factory (POT)

11. Post And Telecommunication Services Construction Work Joint-Stock Company (PTCO)

12. VMG Media Joint Stock Company (VMG)

13. Technology and Media Investment-Development Joint Stock Company (VNTT)

14. Intersputnik

15. ATH-Malaysia Company (ATH)

16. ACASIA-Malaysia company (ACASIA)

17. VDC-Net2E Joint Stock Company

18. Global Data Service Joint Stock Company (GDS)

ANNEX II

LIST OF ENTERPRISES DIVESTING CAPITAL
(Issued together with Decision No. 888/QD-TTg dated June 10, 2014 of the Prime Minister) 

1. Sacom Investment and Development Corporation (SACOM)

2. Vietnam Post and Telecommunication Land Joint Stock Company (VNPT Land)

3. PetroVietnam Power NhonTrach 2 Joint Stock Company (NT2)

4. Saigon Posts and Telecommunications Service Joint-Stock Corporation (SPT)

5. Telecom and urban infrastructure investment Joint Stock Company (ITC)

6. Post and Telecommunications and Printing Joint StocK Company (PTP)

7. Telecom Electronic Joint Stock Company (VINACAP)

8. Telecommunications Equipment Limited Liability Company (ANSV)

9. Vietnam optical fiber cable Joint Stock Company

10. Investment Corporation and Post Construction (PTIC)

11. Hacisco Joint Stock Company (HACISCO)

12. Investment Corporation and Post Construction (TELEQ)

13. Postal Material Joint Stock Company (PMC)

14. Telecommunication Technical Service Joint Stock Company (TST)

15. VNPT Electronic Payment Joint Stock Company (VNPT EPAY)

16. Posts and Telecommunications Construction Material Joint- Stock Company (PCM)

17. Telecommunication Project Construction Development Joint Stock (TELCOM)

18. Laos-Viet Copper Cable Co., ltd (LVCC)

19. VTC Telecommunications Joint Stock Company

20. Low Current - Telecom Joint Stock Company

21. Vietnam National Financial Switching Joint – Stock Company (BANKNETVN)

22. Post and Telecommunications Construction Joint – Stock Company (CPT)

23. VNPT Global Hong Kong Co., Ltd (VNPT G HK)

24. Post and Telecommunications Investment and Construction Consulting Joint – Stock Company (PTICC)

25. Aviation Information and Telecommunications Joint Stock Company (AITS)

26. Sonadezi Long Thanh Joint Stock Company (SZL)

27. Bao Minh Insurrance Joint Stock Company (BMI)

28. VITECO Telecommunication Technology Joint Stock Company(VITECO)

29. Company Construction & Development Service of Quang Nam Post and Telecommunication

30. Online Travel Service Joint Stock Company (E-TRAVEL)

31. Dong Thap Telecommunication Construction and Investment Joint-Stock Company

32. Saigon Telecom Engineering Construction & Investment Joint Stock Company (SAICOM)

33. VNPT Property and Management Joint Stock Company

34. Petrolimex Information Technology and Telecommunication JSC (Piacom)

35. Cadico Joint Stock Company (CADICO)

36. Phong Postal Construction Joint Stock Company (HPPC)

37. Post and Telecommunications Hotel Joint Stock Company (P&T Hotel)

38. Ca Mau Construction & Installation Joint Stock Company (CTAS)

39. Vietnam Telephone Directory and Yellow Pages Joint Stock Company (VNYP)

40. Yellow Pages Media Joint Stock Company (YPM)

41. JSC Commercial Service Telecommunication and Construction of Da Lat (DTC)

42. Nghe An Post & Telecommunications Construction and Installation Joint Stock Company (EB)

43. Vung Tau Post & Telecommunication Construction and Investment Joint-Stock Company (VPC)

44. Kien Giang Post Construction & Installation Joint Stock Company (KAS)

45. Gia Lai Post Construction Installation Development Joint Stock Company (GPT)

46. Khanh Hoa Post Services Construction and Installation Joint Stock Company (KPC)

47. Bac Lieu Telecommunications Construction and Installation Investment Joint Stock Company (TIC)

48. Central Post Construction and Installation Joint Stock Company (CTC)

49. Can Tho Telecommunications Construction and Investment Joint Stock Company

50. Hue Post & Telecommunication Construction & Installation Joint Stock Company (Hutic)

51. North central of VietNam Telecommunication Devolopment Joint Stock Company (CTD)

52. Quang Ninh Post & Telecommunication Construction & Installation Joint Stock Company (QPC)

53. Quang Nam Post Telecommunications Information Electronics Joint Stock Company (ETIC)

54. Hanoi Post and Telecommunications Development Investment Consultant Joint Stock Company (HADIC)

55. Tra Vinh Post and Telecommunications Installation and Construction Development Joint Stock Company (TRICO)

56. Post and Telecommunications Construction Design Consultant Joint Stock Company (DESCO)

57. Danang Telecommunication and Informatics Design Joint Stock Company (DNTD)

58. Hai Phong Telecommunication and Informatics Design Consultant Joint Stock Company (HPTD)

59. Vietnam Investment Fund (BVIM)

60. Vietcombank Partners Fund 3 (VPF3)

61. Saigon Securities Investment Fund A2 (SFA2)

62. Vietnam Growth Investment Fund (VF2)

63. Vietnam Maritime Commercial Joint Stock Bank (Maritime Bank)