Nghị định 15/CP năm 1995 về việc thành lập Tổng công ty xi măng Việt Nam và ban hành điều lệ của Tổng công ty

DECREE

ON THE ESTABLISHMENT OF THE VIETNAM NATIONAL CEMENT CORPORATION AND THE ISSUE OF THE CORPORATION'S STATUTE

THE GOVERNMENT

Pursuant to the Law on Organization of the Government on the 30th of September, 1992;
In furtherance of the conclusions made at the Government's session on the 6th of January, 1994;
Considering the proposal of the Minister of Construction concerning the implementation of Decision No. 91-TTg on the 7th of March, 1994 of the Prime Minister on the trial founding of business corporations,

DECREES:

Article 1.- To establish the Vietnam National Cement Corporation in conformity with the contents of Decision No. 670-TTg on the 14th of November, 1994 of the Prime Minister.

Article 2.- To issue, attached to this Decree, the Statute on the Organization and Operation of the Vietnam National Cement Corporation.

Article 3.- The Minister of Construction, the Minister of Finance, the Government Commission on Organization and Personnel, the Governor of the State Bank, the other Ministers, the Heads of the ministerial-level agencies and the agencies attached to the Government shall base themselves on this Statute to guide the implementation.

Article 4.- This Decree takes effect as from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies and the agencies attached to the Government, the President of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam National Cement Corporation shall have to implement this Decree.

STATUTE

ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL CEMENT CORPORATION
(Issued together with Decree No.15-CP on the 27th of January, 1995 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam National Cement Corporation (hereunder referred to as the Corporation) is a large business of the State, composed of many member businesses and administrative units, operating on a national scale in the specialized production and trading of cement, and asbestos-cement sheets, and other activities related to the production and trading of cement and roofing sheets.

The Corporation shall invest in developing the cement industry, organize the production, exportation and importation of cement (when necessary), and sell cement on the domestic market, meeting the economy's demand for cement, as required by the plan for socio-economic development of the country in each period, and according to the task assigned by the Prime Minister.

The Office of the Corporation is located in Hanoi city.

The Corporation's name for international transactions is VIETNAM NATIONAL CEMENT CORPORATION (VNCC), or VINACEMENT in abbreviation.

Article 2.- The Corporation has the legal person status and its seal, can open its accounts in the banks in the country and abroad, is organized and operates in line with this Statute. The Corporation applies a comprehensive accounting system and can set up centralized funds as stipulated by the State. The member businesses apply either an independent accounting system or a dependent accounting system, and the administrative units have the legal person status and operate in accordance with law and the Corporation's Statute.

Article 3.- The Corporation is assigned by the State natural resources as materials, and land for management, exploitation and use in carrying out its taks as mentioned in Article 1. The Corporation shall have to manage and exploit the natural resources, protect and use land, manage mines and protect the environment, fulfilling its obligation of protecting the natural resources and environment according to law.

Article 4.- The Corporation is granted capital and property by the State, can mobilize any source of domestic and foreign capital in different forms as stipulated by the State to fulfill its task. The Corporation shall have to preserve the capital granted, and constantly accumulate its capital for development investment, and fulfill its financial obligation towards the Sate. The Corporation shall have to regularly improve its equipment, technology and managerial work in order to raise the quality of its products, and reduce production costs.

Article 5.- The Corporation is entitled to recruit and use a workforce commensurate with its production and business task; to create conditions for the promotion of the right to mastery of the laborers in production, business and management of the business, increase labor productivity and work efficiency, train and foster the Corporation's human resources, and improve the living and working conditions of the laborers.

Article 6.- The organizational structure of the Corporation is composed of:

1. The Managing Board, which is assisted in its work by the Supervisory Commission and the Office.

2. The General Director, who is assisted in his work by a number of Vice General Directors, the Office, and the specialized sections and commissions.

3. The member units of the Corporation.

Chapter II

THE MANAGING BOARD

Article 7.- The Managing Board is the organ of highest jurisdiction in the Corporation. The Managing Board is empowered by the State to exercise the function of the representative of State ownership over the whole Corporation according to law and this Statute, and is answerable to the State and the Prime Minister.

The members of the Managing Board shall be appointed by the Prime Minister at the proposal of the Minister of Construction. Before making its proposal, the Ministry of Construction must obtain a written approval from the Minister-Chairman of the Government Commission on Organization and Personnel.

Article 8.- The Managing Board of the Corporation is composed of 5 full-time members:

- The President,

- The Vice President,

- The General Director,

- Two members who are specialists in law, economics and technology.

Article 9.- The Managing Board has the following tasks and powers:

1. Together with the General Director, signing before the State and taking delivery of the natural resources, land and capital (including debts) belonging to State ownership, including fixed assets and manpower to achieve the targets and fulfill the tasks assigned by the State to the Corporation;

2. Examining and ratifying the plan of distributing capital and debts, safeguarding and developing capital, and the plan of regulating and mobilizing capital as proposed by the General Director, witnessing the reallocation by the General Director of the resources mentioned in Item 9.1 to the member units for use, safeguarding and development, according to the targets ratified by the Managing Board;

3. Supervising and inspecting the General Director and the member units in utilizing, safeguarding and developing the resources assigned by the State, carrying out the resolutions and decisions of the Managing Board, observing laws, and fulfilling its obligations towards the State;

4. Adopting the proposal of the General Director and submitting it to the Prime Minister to ratify the strategy, general plan, long-term development plan, and five-year plans of the Corporation; adopting the plans of the member units for exploration, exploitation and protection of natural resources, deciding the annual plans of the Corporation so that the General Director may assign them to the member units;

5. Submitting joint venture projects with foreign countries to the Prime Minister for ratification, or if empowered by the Prime Minister, deciding them as stipulated by the Government; deciding domestic joint venture projects and economic contracts of high value. Submitting investment projects of Group A to the Prime Minister for decision; submitting projects of Group B to the Minister of Construction for decision; deciding investment projects of group C. Empowering the General Director, or the Directors of the member businesses, to ratify small investment projects; Ratifying the plan for organization of production and business, and the organization and management of the member units. Cooperating with the local administration and mass organizations in protecting the Corporation's property;

6. Adopting the plan on the State-administered selling prices of cement as proposed by the General Director, and submitting it to the Prime Minister, or the agency empowered by him, for ratification. Issuing and supervising the observance of norms, economic and technical standards, including per capita wage, unit prices, and norms in specialized construction, product standards, trade marks of commodities, prices of products and services applied within the Corporation at the proposal of the General Director on the basis of the general stipulations of the branch and of the country;

7. Drafting and submitting to the Prime Minister for ratification the Statute on the organization and operation of the Corporation, and amending and supplementing the Corporation's Statute; ratifying the Statutes on the organization and operation of the member units, and amending and supplementing the Statutes of the member units at the proposal of the General Director, proposing the formation, splitting, merging or dissolution of member units as stipulated by the Government; deciding the opening of representative offices and branches of the Corporation at home and abroad as stipulated by the Government.

Deciding the total managerial staff of the Corporation, and adjusting it when necessary, as proposed by the General Director.

Proposing to the Prime Minister to appoint, dismiss, commend or discipline the General Director; proposing to the Minister of Construction to appoint, dismiss, commend or discipline the Deputy General Directors at the proposal of the Director General; deciding the appointment, dismissal, commendation or discipline of the Directors of the member units, at the proposal of the General Director;

8. Ratifying the proposal of the General Director on the formation and use of the centralized funds in accordance with the business plan and financial plan of the Corporation, under the guidance of the Ministry of Finance;

9. Adopting the annual general financial report (including a property inventory) of the Corporation and its member units submitted by the General Director, and requesting the General Director to make public the general financial report of the whole Corporation, as stipulated by the Ministry of Finance.

Article 10.- The Managing Board takes collective and individual responsibility before the Prime Minister and the law for the fulfillment of the tasks assigned. The President or any other members of the Managing Board, who fail to fulfill the task assigned, make a wrong or unauthorized decision detrimental to the national interests, causing losses to the capital, property and natural resources of the State, and the property of the people, adversely affecting the operation of the Corporation, and infringing on other regulations of the State, shall be subject to administrative sanctions, have to compensate for the losses, or be examined for penal liability as stipulated by law, depending on the seriousness of the offence.

Article 11.- The working regime of the Managing Board:

1. The tenure of the members of the Managing Council is 5 years. The members of the Managing Board can be re-appointed. The tenure of the newly appointed members begins from the date when they are appointed.

2. The Managing Board meets regularly in accordance with its regulations, to consider and decide issues concerning its task, powers and responsibility as mentioned in Article 9 and Article 10. At the end of a fiscal year, the Managing Board shall meet to review the business results and pass the report of the Supervisory Commission, the general financial report and business plan for the following year.

3. The Managing Board may hold an irregular session to settle emergency affairs at the request of the Board's President, or more than 50 % of the members, or the General Director.

4. The President of the Managing Board shall convene and chair all the sessions of the Board; in case he is absent, for force majeure reason, he must empower the Vice President to chair the session. A session can only be held with the participation of at least two-thirds of the Board's members.

5. When the Managing Board meets to consider issues concerning the development strategy, general plan, five-year and annual plans, major investment projects, foreign invested joint ventures, the annual financial report, or the issue of a system of norms and economic-technical standards of the Corporation, it must invite competent representatives of the Ministry of Construction, and other Ministries and branches concerned, to attend the session. In case the session's agenda includes a vital issue concerning the local administration, it must invite a representative of the provincial People's Committee to attend the session. These representatives can speak at the session, but shall not vote; when they think that a resolution or decision of the Managing Board is detrimental to the common interests, they can send a written protest to the Managing Board, and at the same time, report it to the Heads of their agencies to consider and settle within their capacity. In case of necessity, the Heads of these agencies can report it to the Prime Minister.

6. When the Managing Board meets to consider issues concerning the rights and obligations of the workers and public employees, it must invite the trade union to send a competent representative to the session. This representative can speak at the session, but shall not vote, and if he thinks that a resolution or decision of the Managing Board infringes on the interests and obligations of the workers and public employees in the Corporation, he can send a protest to the Managing Board, the competent State agencies, the service Trade Union, and the Vietnam General Confederation of Labor.

7. The Managing Board observes collective working system and passes its resolutions and decisions at its sessions by a majority vote. The President of the Managing Board must send the session's documents and agenda to the members and invited representatives at least 5 days before the opening of the session. The contents and conclusions of the sessions must be written in the minutes signed by all the members of the Managing Board present.

8. The resolutions and decisions passed by the Managing Board are binding to the whole Corporation. In case any resolution or decision of the Managing Board differs from the general Director's opinion, the General Director must still implement it, but at the same time, he may make a reservation and file a written report to the Minister concerned and to the Prime Minister.

Article 12.- The Managing Board has an Office composed of a number of specialists and assistants selected by the President of the Managing Board. The staff of the Office shall be decided by the Managing Board. The expenditure for the operation of the Managing Board shall be registered in the managerial expenditure of the Corporation. The General Director shall use his apparatus to ensure the necessary conditions and means for the operation of the Managing Board.

Article 13.- The Supervisory Commission:

1. The Managing Board establishes the Supervisory Commission to supervise and check the financial, production and business activities within the Corporation according to law and the Corporation's Statute. The Managing Board shall stipulate the concrete tasks and powers of the Supervisory Commission.

The Supervisory Commission is composed of 5 persons with a member of the Managing Board as Chairman. In addition to the Chairman, the Supervisory Commission has two full-time members who are officials of the Corporation's apparatus appointed by the President of the Managing Board with the approval of the Trade Union Executive Committee, a representative of the General Department for management of the State capital and property appointed by the General Director of the General Department, and a representative of the Ministry of Construction appointed by the Minister. These two representative members shall work part-time.

2. The members of the Supervisory Commission have a five-year tenure. In their working period, any member who fails to fulfill his/her task shall be replaced. The tenure of newly appointed members begins from the date when they are appointed.

3. The Supervisory Commission works according to the program and tasks assigned by the Managing Board. The Supervisory Commission shall report to the Managing Board the results of its supervision and inspection according to the Managing Board's requirement, and give its suggestions on how to strengthen and perfect the management of all aspects of the Corporation's activities according to the Statute and law.

4. The Supervisory Commission shall be invited to attend the General Director's sessions to review the Corporation's work and a number of sessions of the Managing Board.

5. The expenditure for the operation of the Supervisory Commission shall be covered by the Office of the Managing Board, and is part of the expenditure for the operation of the Managing Board.

Chapter III

THE GENERAL DIRECTOR AND HIS ASSISTING APPARATUS

Article 14.-

1. The General Director is the legal representative in all activities of the Corporation, and is responsible before law. The General Director has the highest jurisdiction in the Corporation, directly responsible before the State and the Managing Board for the efficient use of the resources assigned to the Corporation.

2. The Deputy General Directors shall be assigned and empowered by the General Director to manage and direct one or a number of activities of the Corporation.

3. The Office and the professional and specialized sections and commissions shall perform the function of consultants and assistants to the General Director in managing and directing work.

4. The expenditure for the management of the Corporation's apparatus (including the expenditure for the operation of the Managing Board) shall be accounted for in the production costs of the products of the member businesses.

Article 15.- The General Director has the following tasks and powers:

1. Together with the Managing Board, signing a receipt of the natural resources, land, capital and debts under State ownership, including fixed assets and manpower for management and use according to the targets and tasks assigned by the State to the Corporation; allocating the State resources to the member units for use, protection and development, according to the plan ratified by the Managing Board as mentioned in Article 9;

2. Drawing up and presenting to the Managing Board the development strategy, the plan of management areas, the five-year and annual plans, the plan to protect and exploit natural resources of the Corporation, and the plan to coordinate business activities among the units in the Corporation. Making decisions on organizing the implementation of the strategy, the general and specific plans already ratified;

3. Drawing up investment projects and joint venture projects with other local and foreign partners, and economic contracts of high value of the Corporation, and plans for organization of production and business, and the organization of management, and submitting them to the Managing Board for approval, as stipulated in Article 9 (item 5). Deciding small investment projects of the Corporation. Organizing the implementation of those decisions;

4. Setting the economic-technical norms, the quality of products, per capital wage, unit price and norms in specialized construction, selling prices of products and services within the Corporation, wholesale and retail sale prices of cement in conformity with the common stipulations of the branch and the State. Implementing and inspecting the implementation by member units of the decisions on norms, standards and unit prices in the whole Corporation;

5. Requesting the Managing Board to propose to the Minister of Construction to appoint, dismiss, commend or discipline the Deputy General Directors of the Corporation; proposing the Managing Board to appoint, dismiss, commend or discipline the Directors of the member units. Deciding to appoint, dismiss, commend and discipline the Deputy Directors of the member units, and the Directors of the units directly attached to the member units, at the proposal of the Directors of the member units, at the proposal of the Directors of the member units, at the proposal of the Directors of the member units. Deciding to appoint, dismiss, commend or discipline the Heads and Deputy-Heads of the divisions, boards and the Office of the Corporation's managing apparatus.

Proposing and submitting to the Managing Board for approval, the general staff of the Corporation's managing apparatus, and the adjustment plan in case of changes in the organization and staff of the managing apparatus of the Corporation and the member units; directly establishing and directing the managing apparatus of the Corporation; inspecting the staff of the managing apparatus of the member units; ratifying the plan to re-organize, establish or dissolve the units belonging to the member units.

6. Petitioning the Managing Board to adjust the capital and other resources before re-allocating them to the member units, and to increase or decrease capital when there are changes in the tasks of the member units. Carrying out and directing the Financial Company of the Corporation to carry out the mobilization and granting of capital to meet the demands for capital of the Corporation and the member units. Issuing decisions on the mobilization and use of the Corporation's centralized funds;

7. Establishing the Corporation's centralized funds as stipulated by the Government, and according to the guidance of the Ministry of Finance and the decision of the Managing Council, including:

a/ The development investment fund set up with the capital depreciation fund and the profit from re-investment.

The capital depreciation fund and re-investment profit of the businesses with a dependent accounting system, shall be concentrated at the Corporation for investment according to the annual plan.

If the Corporation wishes to mobilize the capital depreciation fund and re-investment profit of the units applying an independent accounting system, it must observe the principle of borrowing and repaying the principal at an internal interest rate ratified by the General Director with the mandate of the Managing Board, and under the guidance of the Ministry of Finance.

b/ The scientific research and full-time training fund reserved for the Corporation's administrative sector is set up with deductions from the production development funds of the member units and the administrative and training allocations granted by the State budget (if any). In addition, the Corporation's administrative sector can sign and implement scientific research and training contracts with businesses inside and outside the Corporation to supplement the fund for their activities.

c/ The financial reserve fund, the bonus fund, and the welfare fund of the Corporation are set up under the guidance of the Ministry of Finance.

d/ The medical insurance fund is set up under the guidance of the Ministry of Finance and the Ministry of Health;

8. Paying taxes on business activities under the Corporation's general accounting according to law. The Corporation does not have to pay turnover tax for the turnover of wholesale cement used for production within the Corporation. Neither does not the Corporation have to pay fees or taxes for the transfer of property within the Corporation.

9. Making the annual general financial report (including a property inventory) of the whole Corporation, clearly distinguishing the section of the member units with an independent accounting system from the section of those member units with a dependent accounting system, and the section of the administrative units, and submitting it to the Managing Board for approval. The general financial report must be based on the documents already verified by the legal audit organizations;

10. Making decisions beyond his powers in emergency cases (such as natural diseases, sabotage, fire and other accidents) and taking responsibility for such decisions, and at the same time, reporting it immediately to the Managing Board and the authorized agencies for further settlement.

Chapter IV

THE MEMBER UNITS OF THE CORPORATION

Article 16.- The Vietnam National Cement Corporation has as its member units State-owned businesses with an independent accounting system (including the Financial Company), State-owned businesses with a dependent accounting system, and administrative units (listed in an appendix enclosed with this Statute).

Each member unit of the Corporation shall be organized and operate according to its own Statute, as stipulated by law, by this Statute, and as ratified by the Managing Board.

The member units have their legal person status, their own seals and offices, and can open their bank accounts in conformity with the accounting mode stipulated by the Corporation's Statute, and by the Statute of each member unit.

Article 17.- The businesses with an independent accounting system in the Corporation are bound by their interests and obligations to the Corporation, while still have autonomy in their business and financial activities as an independent economic juridical person Concretely:

1. In their strategy and development investment:

a/ These businesses shall be assigned or empowered to carry out development investment projects according to the Corporation's plan. They shall be granted resources by the Corporation to carry out such projects.

b/ These businesses can make their own investment in development projects which are not part of the projects directly managed by the Corporation, with funds raised by these businesses themselves which are responsible for these projects financially.

2. In the production and business activities: These businesses make their own plans and organize their implementation on the basis of:

a/ Ensuring that their objectives, targets, major balances, and their main economic and technical norms (including both unit prices and prices) conform with the general plan of the Corporation.

b/ Making full use of all the resources which these businesses possess and can mobilize to meet the market demand in carrying out their production and business expansion plan.

3. In financial activities and economic accounting:

a/ These businesses shall be granted part of the capital and other resources allocated by the State to the Corporation which re-assigns to the businesses, including supplementary decisions to increase or decrease these resources (if any). They are obliged to preserve their capital and develop these resources.

b/ These businesses can mobilize capital and other credit sources as stipulated by law, to carry out their production and business and development investment plans.

c/ These businesses can form their infrastructure construction fund, production development fund, bonus fund, welfare fund, and financial reserve fund as stipulated by the State. They are obliged to contribute to, and are entitled to benefit from, the Corporation's centralized funds, according to this Statute and the decisions of the Corporation's Managing Council.

d/ In their capacity as an independent economic juridical person, these businesses shall have to pay taxes and make other financial contributions (if any) to the State as stipulated by law.

e/ These businesses may be empowered by the Corporation to sign and carry out contracts with local and foreign clients on its behalf.

4. In the field of organization, staff and workforce:

a/ These businesses can propose to the Corporation to consider, decide or to empower them to decide the organization, dissolution, or merging their member units and their business managing apparatus, as stipulated by the Corporation's Statute and by their own Statute.

b/ Depending on the requirement of their activities, the member units of the Corporation can form dependent units. These dependent units apply a dependent accounting system, have a seal based on the model of State-owned business seal, can open their bank accounts, and sign economic contracts, as permitted and empowered by the member units of the Corporation.

c/ Within the general staff ratified by the Corporation, these businesses can recruit, employ or dismiss employees working in their managing apparatus. The appointment or dismissal of managerial cadres in the managing apparatus and the member units should conform with the division of power mentioned in Article 9 (Item 7) and Article 15 (Item 5) of this Statute.

d/ These businesses can and have to attend to the development of their workforce in order to fulfil their production and business tasks and their development strategy; and attend to the improvement of the working and living conditions of the laborers in accordance with the Labor Code and the Trade Union Law.

Article 18.- The State-owned businesses with a dependent accounting system in the Corporation shall have autonomy in their production and business, financial activities, organization and personnel recruitment, with the tasks and powers as stipulated for the member units with an independent accounting system mentioned in Article 17 (except Items 1b, 2b, 3b, 3d and 4b).

The power to settle the above-mentioned tasks is effective only with the assignment and delegation of powers in writing granted by the Corporation.

Article 19.- Those administrative units which have their organization and operation Statutes ratified by the General Director as empowered by the Managing Board, shall apply a self-accounting system, but they may be granted part of the expenditure for their operation by the State budget, can increase their revenue by providing services, and carrying out scientific research and training contracts with other units inside and outside the Corporation, and benefit from the bonus fund and the welfare fund at the same average rate as those working in the apparatus of the Corporation.

Article 20.- The Financial Company is a member of the Vietnam National Cement Corporation, operating in accordance with law and the guidance of the Governor of the State Bank, with the Statute ratified by the Managing Board, and under the direction of the General Director of the Vietnam National Cement Corporation.

The Financial Company performs its task of mobilizing and lending capital to meet the demand for capital of the Corporation and the member units, by borrowing low-interest credit from the Government, and commercial credits from banks and other financial institutions at home and abroad; issuing business shares, and bonds and project bonds; buying and selling valued papers and vouchers; pooling idle money among the personnel in the Corporation.

The Financial Company shall carry out the investment projects of the Corporation, and provide other services as stipulated by its Regulation and Statute. With regard to major projects, the investor shall directly sign the contract, and the Financial Company shall provide services.

The units shall use the Financial Company's capital on the borrow and repay principle, and pay an internal interest rate proposed by the Financial Company and ratified by the General Director as empowered by the Managing Board.

Article 21.- The member businesses of the Corporation shall be directed by their Directors. The Director is the legal representative of the business before law, and is responsible before the Corporation and the State for all activities of the business.

The Business Council shall be formed on the basis of mutual agreement between the Director of the business and the Trade Union Executive Committee of the business under the leadership of the Party organization of the business.

The Business Council shall promote the right of the workers and employees as masters in carrying out, together with the Director of the business, measures to fulfil the production and business, and development investment plans of the business; consider and decide the use of the bonus fund and the welfare fund, as proposed by the Director of the business; direct the workers' Inspection Commission to supervise and control the implementation by the business of the Resolution of the workers and employees' Congress, the Statute of the business, and the State policies and laws in the business.

Chapter V

THE PARTY AND MASS ORGANIZATIONS IN THE CORPORATION

Article 22.- The organizations of the Party, the Trade Union and the Ho Chi Minh Communist Youth Union in the Corporation shall operate according to the Constitution, law and the Statutes of the Communist Party of Vietnam, the Vietnam General Confederation of Labor, the Ho Chi Minh Communist Youth Union, and according to the stipulations of the Secretariat of the Central Committee of the Communist Party of Vietnam, the Vietnam General Confederation of Labor, and the Central Committee of the Ho Chi Minh Communist Youth Union.

Chapter VI

RE-ORGANIZATION, DISSOLUTION, INSOLVENCY

Article 23.- The re-organization and dissolution of the Vietnam National Cement Corporation shall be proposed by the Managing Board of the Corporation, considered by the Minister of Construction, and submitted to the Government for decision.

Article 24.- The Vietnam National Cement Corporation shall be dissolved when the Government deems it unnecessary to maintain the Corporation.

Article 25.- The re-organization, merger, dissolution and formation of member units of the Vietnam National Cement Corporation shall be proposed by the Managing Board of the Corporation, and submitted by the Minister of Construction to the Prime Minister for ratification, who shall empower the Minister of Construction to sign the decision.

Article 26.- When the Vietnam National Cement Corporation and its member units fall into the bankrupt situation, they shall be handled in conformity with the Law on Business Bankruptcy.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 27.- This Statute applies to the Vietnam National Cement Corporation. All the member units of the Vietnam National Cement Corporation shall have to observe this Statute.

This Statute takes effects from the date when the Decree to promulgate it is signed.

Article 28.- In case any documents of the Government, the Ministries, the ministerial-level Agencies, the Agencies attached to the Government, the People's Committees of the provinces and cities under the Central Government, and the Decision on the Establishment of Businesses stipulate differently from this Statute, they shall be interpreted according to this Statute.

Article 29.- The member units of the Vietnam National Cement Corporation shall base themselves on the Corporation's Statute to draft their own Statutes on their organization and operation, and submit them to the Managing Board for ratification. The Statutes of the member units should in no way contradict the Statute of the Corporation.

Article 30.- In the process of implementing this Statute, the Vietnam National Cement Corporation should draw experiences in all fields of its activities in order to propose to the Government to ratify what must be amended and supplemented in this Statute.

SUPPLEMENT

(Enclosed with the Statute on the Organization and Operation of the Vietnam National Cement Corporation)

LIST OF THE MEMBER UNITS OF THE VIETNAM NATIONAL CEMENT CORPORATION AT THE TIME OF THE CORPORATION'S FOUNDING

I. STATE-OWNED ENTERPRISES WITH INDEPENDENT ACCOUNTING SYSTEM:

1. The Hoang Thach Cement Company,

2. The Haiphong Cement Company,

3. The Bim Son Cement Company,

4. The Ha Tien Cement Company No.1,

5. The Ha Tien Cement Company No.2,

6. The Dong Nai Roofing and Construction Materials Company,

8. The Gypsum - Cement Trading Company,

9. The Cement Materials and Transport Company,

10. The Cement Construction and Assembly Company,

11. The Cement Import-Export Company,

12. The Cement Development Investment Consultancy Company,

13. The Cement Financial Company.

II. STATE-OWNED ENTERPRISES WITH DEPENDENT ACCOUNTING SYSTEM:

(none at the moment)

III. PROFESSIONAL AND ADMINISTRATIVE UNITS:

The Cement Technical Training Center.