Decision No. 136/2003/QD-TTg On approving the overall restructuring plan for state-owned enterprises under the Southern Foodstuff Corporation and piloting the transition to the holding company-subcompany model

DECISION

Regarding the approval of the overall restructuring plan for state-owned enterprises under the Southern Foodstuff Corporation and the pilot implementation of transitioning to the holding company-subcompany modeland operation and operates under the parent company - subsidiary model

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PRIME MINISTER

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

Pursuant to the State Enterprise Law on April 20, 1995;

Pursuant to the Enterprise Law dated June 12, 1999;

Pursuant to Decision No. 58/2002/QĐ-TTg dated April 26, 2002 of the Prime Minister on issuing criteria and classification lists for state-owned enterprises and state-owned corporations;

Based on the proposal of the Board of Directors of the Southern Foodstuff Corporation and the opinions of the Ministries of Agriculture and Rural Development, Planning and Investment, Finance, Home Affairs, Labor, Invalids and Social Affairs, and the Central Economic Commission,

DECISION:

Article 1. Approves the overall restructuring plan for state-owned enterprises under the Southern Foodstuff Corporation and the pilot implementation of transitioning to the holding company-subcompany model with the following contents:

1. Objective: to enhance the capabilities of member enterprises, create a tight financial and market linkage between the holding company and subcompanies to form a strong corporation that can better control procurement, processing, and export of foodstuffs.

2. Main contents of the Project:

a) The Southern Foodstuff Corporation will transition to operating under the holding company-subcompany model as follows:

- The holding company (the Corporation) is a state-owned enterprise directly implementing production and business activities and investing capital into subcompanies, responsible for preserving and developing the assigned state capital and managing the investment capital in subcompanies according to the Articles of Organization and Financial Regulations of the Corporation approved by the competent authority.

- Subcompanies: based on characteristics of production and business operations; scale, nature of capital investment, and role in the development of the Corporation, there may be the following types:

+ Subcompany with 100% state capital,

+ Limited liability company with one member wholly owned by the Corporation,

+ Joint stock company with the Corporation holding controlling shares,

+ Limited liability company with two or more members where the Corporation holds a controlling stake.

Subcompanies have their own legal personality, assets, name, management structure, and bear civil responsibility within the scope of their assets; they are organized and operate according to the relevant laws corresponding to the legal form of the subcompany.

3. Capital structure, industry, and business operations of the Corporation and each subcompany; organization and management of the Corporation; relationships between the Corporation and the state owner, and with subcompanies and member companies, and affiliated units are stipulated in the Articles of Organization and Operation of the Corporation.

Article 2. Pilot transition roadmap for the Southern Foodstuff Corporation to operate under the holding company-subcompany model and restructure member enterprises.

Forming the Holding Company and 3 Sub-companies based on the shareholding reform of the 19/8 Engineering Company, the Transport Traffic Trade and Investment Development Brokerage Company, and the 1 Construction and Engineering Company.

+ Forming the holding company including the Corporation's Office and three dependent accounting units of the Corporation (listed in Part A Section I of the Appendix attached to this Decision).

+ Reorganizing the member units of the Corporation according to Part A Section II of the Appendix attached to this Decision.

2. In 2004-2005:

Transition to operating under the holding company-subcompany model based on the Corporation's development strategy and reorganization of member companies (Part B Sections I, II, III, IV, and V of the Appendix attached to this Decision).

Article 3. The Board of Directors of the Southern Foodstuff Corporation, the Minister of Finance, and the Minister of Agriculture and Rural Development shall be responsible for:

1. The Board of Directors of the Southern Foodstuff Corporation:

a) Prepare plans for merging, plans for converting member enterprises into dependent units of the Corporation, and plans for converting state-owned member enterprises of the Corporation into joint stock companies, limited liability companies with one member, and limited liability companies with two or more members according to current regulations.

b) Submit to the Prime Minister for approval the Articles of Organization for the pilot operation of the Corporation under the holding company-subcompany model.

2. The Minister of Finance: approve the Financial Regulations of the Southern Foodstuff Corporation operating under the holding company-subcompany model.

3. The Minister of Agriculture and Rural Development: direct the implementation of the pilot project for the Southern Foodstuff Corporation to operate under the holding company-subcompany model; coordinate with related agencies to handle financial and labor issues during the implementation of this pilot model.

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

The Ministers of Agriculture and Rural Development, Planning and Investment, Finance, Home Affairs, Labor, Invalids and Social Affairs, Governor of the State Bank of Vietnam, the Board of Directors and General Director of the Southern Foodstuff Corporation, and related agencies are responsible for enforcing this Decision./.