Decision No. 102/2003/QĐ-TTg On the pilot transfer of the Educational Publishing House to operate under the holding company-subcompany model

DECISION

Regarding the pilot transfer of the Educational Publishing House to an organization and operates under the parent company - subsidiary model

PRIME MINISTER

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

Based on the State Enterprise Law dated April 20, 1995;

Pursuant to the Enterprise Law dated June 12, 1999;

Considering the proposal of the Minister of Education and Training and the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Home Affairs, and the Central Economic Commission,

DECISION:

Article 1. Approves the pilot project on transferring the Educational Publishing House under the Ministry of Education and Training to an organization and operating according to the holding company-subsidiary model, with the main contents as follows:

1. Objective: To pilot the reform of management organization, shifting from administrative linkage between the Educational Publishing House and its affiliated units to a financial investment mechanism primarily; to create a close connection, clearly defining the rights and responsibilities regarding capital and economic interests among enterprises with legal personality; to provide better information, marketing, sales, supply, research, and training services for member enterprises; to create conditions to enhance production capacity, business efficiency, and competitiveness of the enterprise.

2. Main contents of the Project:

a) The Educational Publishing House will operate according to the holding company-subsidiary model as follows:

- Holding company (Educational Publishing House): a state-owned enterprise directly implementing production and business activities and investing capital in subsidiaries; responsible for preserving and developing state capital at the company and in subsidiaries.

The holding company is formed based on restructuring the Educational Publishing House, the Map and Textbook Illustration Company, the Da Nang Branch of the Educational Publishing House, and the Ho Chi Minh City Branch of the Educational Publishing House.

The management structure of the holding company includes: Board of Directors, Supervisory Board, General Director, and supporting staff.

- Subsidiaries: having legal personality, assets, name, separate management structure, and civil liability within the scope of the enterprise's assets; organized and operated according to relevant laws corresponding to the legal form of the subsidiary.

Subsidiaries are Joint Stock Companies or Limited Liability Companies with two or more members where the holding company holds controlling shares or contributions.

b) The charter capital structure, business sectors of the holding company and subsidiaries; organization and management of the holding company; relationships between the holding company and the state owner and subsidiaries are stipulated in the Charter of the holding company's organization and operation.

c) The holding company has the responsibility to succeed the legal rights and obligations of the Educational Publishing House.

Article 2. The process of transferring the Educational Publishing House to operate according to the holding company-subsubsidiary model is as follows:

a) In 2003:

Establishing the holding company and forming one subsidiary based on the shareholding transformation of the Hoa Phat Textbook Printing Company.

b) In 2004:

Forming three subsidiaries based on the shareholding transformation of the Dong Anh Textbook Printing Company, the Ho Chi Minh City Textbook Printing Company, and the Reference Book Distribution Company.

c) In 2005:

Forming two subsidiaries based on the shareholding transformation of the Dien Hong Printing Company and the Educational Audiovisual Company.

Article 3.

1. Entrust the Minister of Education and Training:

a) Direct the implementation of this pilot project.

b) Decide on the establishment of the parent company and subcompanies mentioned in Clause 2, Article 1 of this Decision according to current regulations.

c) To submit to the Prime Minister for approval of the Charter of the parent company's organization and operation.

d) Monitoring the operation of this pilot model, promptly reporting to the Prime Minister issues requiring correction.

2. Entrust the Minister of Finance to approve the Financial Regulations of the holding company and monitor the implementation of financial management, accounting, and financial transparency systems of the holding company.

Article 4. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

The Minister of Education and Training, the Minister of Finance, the Minister of Planning and Investment, the Minister of Home Affairs, and the heads of related agencies are responsible for implementing this Decision.