Chương 1 Nghị định 101/2009/NĐ-CP: Những quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Objectives and requirements of pilot establishment of state economic groups

1. Concentrating investment in and mobilizing resources for the formation of groups of large-sized companies in key branches and industries which need to be developed, thereby raising their competitiveness and accelerating the international economic integration.

2. State economic groups are tasked to maintain the major balances in the national economy, apply high technologies and create a motive force for development of other branches and industries and the whole economy.

3. Promoting linkage in the value-added chain and developing other economic sectors.

4. Enhancing the effective management and supervision of state capital and assets invested in enterprises of the groups.

5. Creating grounds for further improvement of mechanisms, policies and laws on economic groups.

Article 2. Scope of regulation

This Decree provides for:

1. Establishment of state economic groups;

2. Organization, operation, management and governance of state economic groups;

3. Management and supervision of the exercise of rights and the performance of obligations of the state owner of state economic groups.

Article 3. Subjects of application

This Decree applies to state economic groups established under the Prime Minister's decisions in the following major business sectors and industries:

1. Post, telecommunications and information technology;

2. Ship building and repair;

3. Electricity generation, transmission, distribution and trading;

4. Petroleum survey, exploration, exploitation and processing:

5. Coal and mineral survey, exploration, exploitation and processing;

6. Textile and garment;

7. Rubber tree plantation and rubber latex exploitation and processing;

8. Fertilizer and chemical production and trading;

9. Real estate investment and trading;

10. Construction industry and manufacturing mechanical engineering;

11. Finance, banking and insurance;

12. Other sectors and industries as decided by the Prime Minister.

Article 4. State economic groups

1. A state economic group to be established on a pilot basis under this Decree means a group of large-sized companies which are related as parent companies and affiliate companies or otherwise to form a conglomerate of enterprises which are closely and permanently interconnected in terms of economic interest, technology, market and other business services.

2. A state economic group consists of:

a/ Parent companies (below referred to as grade-1 enterprises) which are enterprises whose charter capital is wholly owned or controlling right is held by the State under the Prime Minister's decision;

b/ Affiliate companies of grade-I enterprises (below referred to as grade-II enterprises) which are enterprises whose controlling right is held by grade-I enterprises and organized as joint-stock companies, one-member or two-plus-member limited liability companies, corporations after the parent-affiliate company model, joint-venture companies (not yet re-registered under the Law on Enterprises), or overseas subsidiaries;

c/ Affiliate companies of grade-II enterprises and lower-grade enterprises:

d/ Associated enterprises of the group, including enterprises in which capital contribution portions of parent companies and affiliate companies are below the controlling level; enterprises without contributed capital of parent companies and affiliate companies which voluntarily join the association, whether under association contracts or not. and have close and permanent relationships with parent companies or member enterprises of the group in terms of economic interest, technology, market and other business services.

3. Parent companies and member enterprises of the group have the legal entity status, their own capital and assets, and the right to possess, use and dispose of their assets under law and the group's general agreement. The State is the owner of state capital directly invested in parent companies. Parent companies are owners of state capital in affiliate companies and associated enterprises.

Article 5. Names and business registration

1. State economic groups have their own names, logos and brands. The Prime Minister shall decide on names of state economic groups and parent companies established on a pilot basis under this Decree.

2. Member enterprises shall make the business registration under law. The naming of member enterprises organized as joint-stock companies or limited liability companies shall comply with the Law on Enterprises and relevant laws.

Article 6. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. "Main business line of an enterprise" means the business line determined by the enterprise owner on the basis of the enterprise's investment objective and development strategy and assigned to the enterprise to conduct upon its establishment and throughout its operation.

2. "Business lines related to the main business line of an enterprise" (below referred to as related business lines) means those allied to or deriving from the main business line on the basis of the conditions and advantages, or utilizing the advantages and competitive edge of the main business line, and directly serve the main business line.

3. "Business lines unrelated to the main business line of an enterprise" (below referred to as unrelated business lines) means those neither deriving nor developed from the main business line or from related business lines.

4. "Association contract" means a contract on use of the brand, commercial franchise or long-term association with the logo of a group.

5. "Affiliated entities of a parent company" means organizations and individuals directly or indirectly related to the parent company under Clause 17, Article 4 of the Law on Enterprises.

6. "Member enterprises of a group" means enterprises whose charter capital or controlling shares or contributed capital portions are directly held by parent companies, parent companies' affiliate companies or affiliate companies of lower grades, which hold the right to control these enterprises.

7. "Controlling right" means the right of an enterprise to another, including at least one of the following rights:

a/ Right of the sole owner of the other enterprise;

b/ Right of shareholders or capital contributors that hold the controlling share or contributed capital portion of the other enterprise;

c/ Right to directly or indirectly appoint the majority of or all members of the Board of Directors or the Members' Council, or the director general of the other enterprise;

d/ Right to decide on approval and revision of the charter of the other enterprise;

e/ Other cases of control under an agreement between the controlling enterprise and the controlled enterprise which are stated in the charter of the controlled enterprise.

Article 7. Party organizations and socio­political organizations in state economic groups

1. The Communist Party of Vietnam's organizations in state economic groups shall operate under the Constitution, laws, and the statutes of the Communist Party of Vietnam.

2. Socio-political organizations in state economic groups shall operate under the Constitution, laws and their respective statutes in compliance with law.

3. State economic groups shall create conditions and provide supports for Party and Trade Union organizations and other socio­political organizations to operate under law and their respective statutes.

Article 8. Application of relevant laws and treaties

1. The establishment, organization, operation and management of state economic groups comply with this Decree, the Law on Enterprises, the Law on State Enterprises, the Law on Competition and other relevant laws.

2. In case a treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions different from those of this Decree, the treaty prevails.