DECISION

Regarding the transfer of the Import-Export and Investment Cooperation Company Transport

Logistics to operate under the parent company-subcompany modelParent-Subsidiary Company

 ___________________

PRIME MINISTER

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

Pursuant to the State Enterprise Law dated November 26, 2003;

Pursuant to the Enterprise Law dated June 12, 1999;

Considering the proposal of the Minister of Transport and the opinions of the Ministries of Planning and Investment, Finance, Home Affairs, and the Central Economic Commission,

DECISION:

Article 1. Approving the Scheme to transfer the Import-Export and Transportation Investment Cooperation Company under the Vietnam Automobile Industry Corporation to operate according to the Parent-Subsidiary Company model, with the main contents as follows:

a) The parent company (Import-Export and Transportation Investment Cooperation Company) is an independent state-owned enterprise with legal personality, directly conducting production and business activities and investing capital in subsidiary companies; responsible for preserving and developing state capital at the company and in subsidiary companies.

The parent company is established based on restructuring the Office of the Import-Export and Transportation Investment Cooperation Company, the Binh Duong Auto Manufacturing and Assembly Plant, the Labor Export Center, the Vocational Training Center, the Tracimexco Hanoi Branch, the Tracimexco Can Tho Branch, the Tracimexco Korea Branch, the Representative Office in Japan, the Representative Office in Malaysia, and the Representative Office in Taiwan.

The parent company is responsible for inheriting the legal rights and obligations of the Import-Export and Investment Cooperation Company.

The management structure of the parent company includes: General Director, Deputy General Directors, Chief Accountant, and supporting staff.

b) Subsidiary companies have their own legal personality, assets, name, management structure, and bear civil liability within the scope of their assets; they are organized and operate according to legal regulations corresponding to the legal form of subsidiary companies.

Subcompanies are joint-stock companies or limited liability companies with two or more members where the parent company holds controlling shares (over 50% of the charter capital).

c) The charter capital structure, business sectors of the parent company and subsidiary companies; organization and management of the parent company; relationships between the parent company and the state owner and with subsidiary companies are stipulated in the Charter of the parent company's organizational and operational activities.

Article 2. The roadmap for transferring the Import-Export and Investment Cooperation Company to operate under the parent company-subcompany model is as follows:

a) In 2004:

Establishing the parent company and forming three subcompanies based on the shareholding reform of the Ha Giang Auto Manufacturing and Assembly Plant; the Da Nang Branch of Tracimexco; the Marine Transportation and Shipping Services Enterprise.

b) In 2005:

Forming three subcompanies based on the shareholding reform of the Bac Kan Auto Manufacturing and Assembly Plant; the Stone Mining and Road Construction Enterprise; the Tracimexco Thanh Hai Auto Plant.

Article 3.

1. Entrust the Minister of Transport:

a) To direct the implementation of this Plan.

b) To decide on the establishment of the parent company and subcompanies mentioned in Article 2 of this Decision in accordance with current regulations.

c) To approve the Charter of the parent company's organization and operation.

d) To monitor the operation of this model and promptly report to the Prime Minister any issues that need correction.

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

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

Ministers of the Ministries of Transport, Finance, Planning and Investment, Home Affairs, and heads of related agencies are responsible for implementing this Decision./.

ANNEX

LIST OF SUBCOMPANIES AND ASSOCIATED COMPANIES OF THE PARENT COMPANY

(IMPORT-EXPORT AND INVESTMENT COOPERATION COMPANY FOR TRANSPORT AND LOGISTICS)

(Annexed to Decision No.: 147/2004/QĐ-TTg August 13, 2004 of the Government Prime Minister)

LIST OF SUBCOMPANIES (JOINT-STOCK COMPANIES WITH CONTROLLING SHARES HELD BY THE PARENT COMPANY):

I. 1. Ha Giang Auto Joint-Stock Company,

2. Bac Kan Auto Joint-Stock Company,

3. Danang Transportation Joint-Stock Company,

4. Nha Trang Stone Extraction Joint-Stock Company,

5. Ho Chi Minh City II Logistics Joint-Stock Company,

6. Thanh Hai Tracimexco Auto Joint-Stock Company.

II. LIST OF ASSOCIATED COMPANIES

1. Dong Nai Auto Joint-Stock Company (based on the shareholding reform of the Dong Nai Branch of Tracimexco in 2004),:

2. Ho Chi Minh City 1 Comprehensive Trading Joint-Stock Company (based on the merger and shareholding reform of the Warehouse and Freight Forwarding Enterprise, the Transportation and Comprehensive Trading Enterprise, and the Comprehensive Trading and Labor Cooperation Enterprise in 2005),

2. Saigon 1 Joint Stock Trading Company (formed by merging and converting the Warehousing and Transport Agency, the Transport and Comprehensive Trading Enterprise, and the Comprehensive Trading and Labor Cooperation Enterprise into joint stock companies in 2005),

3. Hanoi Joint Stock Trading Company (formed by merging and converting the Foreign Labor Cooperation Center, the Haiphong Branch of Tracimexco, and the Trade and Investment Service Center into joint stock companies in 2005),

5. Star Concrete Joint Venture Company./.

5. Star Concrete Joint Venture Company./.