DECISION

APPROVING THE SCHEME ON EXPERIMENTAL FORMATION OF VINASHIN GROUP

THE PRIME MINISTER

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

Pursuant to the November 26, 2003 Law on State Enterprises;

Pursuant to the June 12, 1999 Enterprise Law;

Pursuant to the Government's Decree No. 153/ 2004/ND-CP of August 9, 2004, on organization and management of state corporations and transformation of state corporations and independent state companies after the parent-subsidiary company model;

Considering the proposal of Vietnam Shipbuilding Industry Corporation's Managing Board,

DECIDES:

Article 1.- To approve the scheme on experimental formation of VINASHIN Group with the following contents:

1. To form, on the basis of restructuring and reorganizing Vietnam Shipbuilding Industry Corporation, VINASHIN Economic Group under multiple ownership with state ownership playing the dominant role, consisting of enterprises with 100% state capital and enterprises under multiple ownership (hereinafter referred to as VINASHIN Group); having modern technologies and management and high specialization; doing multiple business lines with ship building and repair and ocean shipping being principal business lines; closely combining production and business with science, technology, research and development, and training; acting as the core for Vietnam's shipbuilding industry to develop fast and sustainably, and effectively compete and integrate in the world economy.

2. The relations between VINASHIN Group's parent company and state owners, subsidiary companies and associated companies shall comply with the provisions of law and the Charter on organization and operation of the parent company.

The Government shall manage and organize the exercise of rights and the performance of responsibilities of the state owner with respect to VINASHIN Group. The Prime Minister shall assign ministries, ministerial-level agencies, government-attached agencies and Vietnam Shipbuilding Industry Group's Managing Board to exercise a number of the owner's rights according to current regulations which are specified in the decision on the formation of the parent company, Vietnam Shipbuilding Industry Group, and in the Charter on organization and operation of the parent company.

3. The parent company, Vietnam Shipbuilding Industry Group, is a state company. It shall function to make financial investment in other enterprises, dominate its subsidiary companies through capital, technologies, brands and markets, and organizes principal production and business lines of VINASHIN Group.

The parent company shall be composed of:

- The Shipbuilding Industry Consultancy and Design Company;

- The Information and Control Technique Company;

- Vinashin Import and Export Company;

- Vinashin Industrial Development Company;

- The Southern Shipbuilding Industry Investment and Development Company;

- The Center for Foreign Cooperation in Labor Training;

- The Information Technology Center.

4. Subsidiary companies which are corporations having 100% of their charter capital owned by Vietnam Shipbuilding Industry Group and operating after the parent- subsidiary company model, shall include:

- Nam Trieu Shipbuilding Industry Corporation;

- Bach Dang Shipbuilding Industry Corporation;

- Saigon Shipbuilding Industry Corporation;

- Dung Quat Shipbuilding Industry Corporation;

- VINASHIN Financial Corporation;

- VINASHIN Investment and Construction Corporation formed on the basis of reorganizing Vietnam Shipbuilding Industry Corporation's member enterprises engaged in investment and construction;

- VINASHIN Transport Corporation formed on the basis of reorganizing Vietnam Shipbuilding Industry Corporation's member enterprises engaged in transport;

- VINASHIN Heavy Industry Corporation formed on the basis of reorganizing Vietnam Shipbuilding Industry Corporation's member enterprises operating in satellite industries for shipbuilding.

The management of each of the above corporations shall be composed of the corporation president, the general director, deputy general directors, the chief accountant and an assisting apparatus. The corporation president shall be appointed by VINASHIN Group president.

5. Subsidiary companies which have 100% of their charter capital owned by Vietnam Shipbuilding Industry Group and operate after the parent-subsidiary company model shall include:

- Ben Kien Shipbuilding Industry One-Member Limited Liability Company;

- Pha Rung Shipbuilding One-Member Limited Liability Company;

- Ha Long Shipbuilding One-Member Limited Liability Company;

- Da Nang Shipbuilding One-Member Limited Liability Company;

- Nha Trang Shipbuilding Industry One-Member Limited Liability Company;

- Saigon Shipbuilding and Maritime Industry One-Member Limited Liability Company;

- Soai Rap Shipbuilding Industry Company (newly established).

6. Joint-stock companies which have over 50% of their charter capital owned by Vietnam Shipbuilding Industry Group shall include:

- The Transport Investment and Trading Company;

- The Shipbuilding Material Import and Export Company;

- Vinashin Refrigerating Technology Joint-Stock Company;

- Vinashin Engineering and Technology Joint-Stock Company;

- Truong Xuan Shipbuilding Industry Joint-Stock Company;

- Vinashin Communication, Control and Computer Joint-Stock Company;

- Hai Long Shipbuilding Industry Joint-Stock Company;

- Hoang Anh Shipbuilding Industry Joint-Stock Company;

- Shinec Shipbuilding Industry Joint-Stock Company;

- The Shipbuilding Industry Joint-Stock Company;

- Vinashin Construction Joint-Stock Company;

- Vinashin Construction and Infrastructure Development Joint-Stock Company;

- Vinashin Waterway Work Technology Joint-Stock Company;

- Vinashin Trading and Construction Joint-Stock Company;

- Vinashin Oil and Gas Investment and Transport Joint-Stock Company;

-Vinashin Investment and Construction Joint-Stock Company;

- Vinashin Precision Engineering Joint-Stock Company;

- Hung Vuong Shipbuilding Industry and Trading Joint-Stock Company;

- The Shipbuilding Technology Zone and Urban Investment and Development Joint-Stock Company;

- Vinashin Construction and Consultation Joint-Stock Company;

- Vinashin Hi-tech Development Investment Joint-Stock Company;

- Vinashin Multi-Mode Transport Joint-Stock Company;

- Vinashin Shipbuilding Technology Application and Development Joint-Stock Company;

- Vinashin Central Investment and Construction Joint-Stock Company;

- - VINASHIN - TGC Container Joint-Venture Company;

- Vietnam Shipbuilding Industry Corporation's member companies currently under equitization.

- Vietnam Shipbuilding Industry Group's Managing Board shall devise a roadmap for equitization of unequitized companies specified in this Point and submit it to the Prime Minister for approval.

7. Associated companies which have less than 50% of their charter capital owned by the Vietnam Shipbuilding Industry Group shall include:

- Shintec Shipbuilding Industry Environment Technology Joint-Stock Company;

- The Housing Joint-Stock Bank (HABUBANK);

- Hyundai-Vinashin Ship Repairing Yard Limited Liability Company;

- SHELLGAS HAIPHONG Joint-Venture Company;

- BAICAN SHIPPING Joint-Venture Company (Vietnam-Russian Federation);

- VISKO Joint-Venture Company (Vietnam-Republic of Korea Joint-Venture in breaking up old ships);

- VINAKITA Joint-Venture Company (Vinashin-Kikada Joint-Venture in ship design);

- SEJIN-VINASHIN Ship Interior Accessory Limited Liability Company (Vietnam - Republic of Korea);

- Vietnam-Republic of Korea Shipbuilding Design and Technical Service Joint-Venture Company;

- AALBORG Industrial Limited Liability Company (making ship steam boilers);

- KOYO-VINASHIN Maritime Equipment Limited Liability Company;

- Vietnam Shipbuilding Industry Corporation's member companies currently under equitization.

8. Non-business units

- The Shipbuilding Science and Technology Institute;

- VINASHIN University;

- Bach Dang Training School for Technical Workers;

- Shipbuilding Technique and Skill School I in Hai Phong;

- Shipbuilding Technique and Skill School II in Ho Chi Minh City;

- Shipbuilding Technique and Skill School III in Da Nang;

Article 2.- Organization of implementation:

1. Ministries, ministerial-level agencies, and government-attached agencies shall carry out their state management functions in relevant domains and exercise certain owner's rights and responsibilities with respect to Vietnam Shipbuilding Industry Group as assigned by the Prime Minister.

2. The Ministers of Transport; Finance; and Planning and Investment, and the Steering Committee for Enterprise Renewal and Development shall have to direct and monitor the implementation of this Decision according to their respective functions and tasks; promptly detect and settle arising problems and report on problems falling beyond their competence to the Prime Minister for settlement; assume the prime responsibility for, and coordinate with concerned agencies in, studying and proposing to the Prime Minister new issues to be experimented during the course of implementation.

3. Vietnam Shipbuilding Industry Corporation's Managing Board shall propose to the Prime Minister for appointment members of the Managing Board, the chairman of the Managing Board and the president of Vietnam Shipbuilding Industry Group.

4. The Managing Board of Vietnam Shipbuilding Industry Group shall:

- Obtain the Prime Minister's approval before appointing or signing a contract with the executive general director of Vietnam Shipbuilding Industry Group;

- Submit to the Prime Minister for approval the Charter on organization and operation of the parent company, Vietnam Shipbuilding Industry Group;

- Decide on the establishment of corporations specified in Point 4, Article 1 of this Decision;

- Decide on the transformation of companies specified in Point 5, Article 1 of this Decision into one-member limited liability companies operating after the parent-subsidiary company model after the Prime Minister approves their transformation plan and implementation schedule; give guidance on investment for development of these companies and, when having sufficient conditions, devise a scheme on formation of a corporation and submit it to the Prime Minister for consideration and approval before issuing a formation decision;

- Approve the organization and operation charters of corporations and member companies which have 100% of their charter capital owned by Vietnam Shipbuilding Industry Group.

- Submit to the Ministry of Finance for approval the Financial Regulation of Vietnam Shipbuilding Industry Group.

Article 3.-This Decision takes effect 15 days after its publication in "CONG BAO."

The Ministers of Transport; Finance; Trade; Planning and Investment; Labor, War Invalids and Social Affairs; Education and Training; Construction; Industry; Home Affairs; Science and Technology; and Natural Resources and Environment, the Governor of the State Bank of Vietnam, the Steering Committee for Enterprise Renewal and Development, Vietnam Shipbuilding Industry Corporation's Managing Board, Vietnam Shipbuilding Industry Group's Managing Board; and heads of concerned agencies shall have to implement this Decision.