The Government              Socialist Republic of Vietnam
 No. 91/TTg                 Independence-freedom-Happiness
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                                   Hanoi, 07 March 1994.

DECISION Of THE PRIME MINISTER ON THE ESTABLISHMENT Of THE PILOT BUSINESS GROUPS

THE PRIME MINISTER

With a view to stepping up the process of concentration, enhancing competitive capacity and at the same time implementing guidelines on gradual doing away with the regime of ministries and various administrative levels in charge, the difference betwe en central - run and local - run business enterprises, strengthening the role of the State management of business enterprise in all economic sectors, improving the efficiency of Vietnam's economy.

Pursuant to the Resolution of the National Assembly approved by the 4 session (9th Legislature).

Pursuant to the conclusion of the governmental meeting on 6th January 1994.

DECIDES

Article 1

To establish the pilot business groups (hereafter referred to as group(s)) in some ministries functioning technical economic branch management and in HoChiMinh city. The selection of a pilot unit must be relied on some leading companies and corporations in the same economic branch and in the same territorial area, whether they are central - run or local - run business enterprises provided that they are occupying important places in the national economy, satisfying the needs of domestic market and promi sing to expand their business relations abroad . Each group will have its own transaction name, it is desired to maintain these names which already have had popularity and prestige in domestic market and abroad as well.

Article 2

The key principles of the organization and operation of a group are followings :

1) A group is a state - owned legal economic entity composed of many member business enterprises which are rather large in scale and related to each other by finance and services concerned.

2) The formation of a group must ensure the restriction of both monopoly and uncontrolled competition.

There are three forms of the groups as :

- Nationwide group

- Regional group

- Local group (in big cities)

3) A group must have at least 7 member business enterprises and at minimum a legal capital of VND 1,000 billion.

4) In principle , a group may run multiform business but it is imperative to have a orientation toward one key branch. The group is entitled to establish its own financial company to mobilize and regulate its resources, in order to meet the development demand inside the group or to enter into joint - ventures with other economic units.

5) The management board of a group , consisting of 7 - 9 members appointed by the Prime Minister , shall be responsible for

- Realizing the right to utilize and manage the state resources, to allocate and regulate common resources inside the group.

- Making decision on development strategy and business alternatives of the group.

- Making decision on organizing alternatives of management mechanism of the group. Requesting the Prime Minister to appoint or dismiss ones from the posts of General Director, Vice General Director , Chief Accountant of the group.

6) General Director shall be responsible for :

- Being the representative of legal entity of the group in business relations before the customers and the laws.

- Organizing the plan making, managing operations of the group in accordance with the decisions of the management board.

7) Complying with the status of the state control and inspection apparatus, an Inspection Committee should be established to function the control over the activities of management board, administrative organ and member enterprises of the group.

8) Obligations and rights of the member business enterprises:

+ To fulfill all rights and responsibilities in accordance with the status of the group.

+ To comply with the laws and guide-lines stipulated by the state and to be under the control of the state competent functioning bodies.

Article 3

The group must run their business in accordance with the laws and under the control and inspection of the state. The ministries functioning technical - economic branch management and other state management bodies, local government shall be responsible for the management of the groups in accordance with their respective legal functions.

Article 4

The state planning committee is responsible for guiding the establishment of pilot groups as stipulated in this Decision, setting forth regulations on the operation of management board, administrative organ and inspection committee of the group.

+ The Ministry of finance shall be responsible for guiding the utilization, management, mobilization, regulation of resources and system of cost accounting of groups.

Article 5

Implementing schedule:

1st Quarter - 1994 : Each of the ministries functioning the technical economic branch management and the People's Committee of Ho Chi Minh city shall nominate one general corporation, proposed to be a core of a pilot group then send the proposed lost to t he State Planning Committee, the last will submit summary list to the Prime Minister for consideration and making decision.

2nd Quarter - 1994:

+ Up to the middle of the 2nd Quarter, the State Planning Committee and the Ministry of finance should finish enacting the necessary guiding documents as mentioned in the Article 4 of this Decision.

+ By the end of the 2nd Quarter, the State Planning Committee should finish evaluating some pilot projects to be referred to the Prime Minister for approval.

+ from the 3rd quarter 1994 up to the end of 1995: to implement the approved pilot projects by establishing the projected groups and putting them into operation. By the end of 1995, the pilot projects shall be evaluated and reviewed.

Article 6

The ministers, the head of ministry ranking bodies and government offices, the chairmen of the people committee of provinces and cities under central authority shall be responsible for the implementation of this Decision.

Article 7

This Decision shall go into effect from the signing date.

for the Government
The Prime Minister

VO VAN KIET