Decision No. 198/2003/QĐ-TTg On piloting the transfer of Transport Service Company II to operate under the holding company - subsidiary model

DECISION

Regarding the pilot transfer of Transport Service Company II to operate under the holding 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 Transport and the opinions of the Ministries of Planning and Investment, Finance, and Home Affairs,

 DECISION:

Article 1. Approves the pilot project to transfer Transport Service Company II, subordinate to the Ministry of Transport, to operate under 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 Transport Service Company II and its affiliated units to a financial investment mechanism; to create a close connection, clearly define rights and responsibilities regarding capital and economic benefits among enterprises with legal personality; to provide better information, marketing, sales, supply, research, and training services for member enterprises; to enhance production capacity, business efficiency, and competitive ability of the enterprise.

2. Main contents of the Project:

a) Rename Transport Service Company II to Multimodal Transport Company and shift to operate under the holding company - subsidiary model as follows:

The holding company (Multimodal Transport Company): is a state-owned enterprise with independent accounting, legal personality, directly carrying out 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 Office of Transport Service Company II, Hai Phong Branch, Binh Dinh Branch, Hanoi Branch, Nghe Tinh Branch, Phu Yen Branch, Ho Chi Minh City Branch, Import-Export Branch, Loading and Unloading Transport Enterprise.

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

Subsidiaries have legal personality, assets, names, separate management structures, bear civil responsibility within the scope of their assets; operate and function according to relevant laws corresponding to the legal form of subsidiaries.

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).

b) The charter capital structure, business sectors of the holding company and subsidiaries; organization and management of the holding company; relations 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 inherit all legal rights and obligations of Transport Service Company II.

Article 2. The transition process of Multimodal Transport Company to operate under the holding company - subsidiary model is as follows:

a) In 2003:

Establish the holding company and form 2 subsidiaries based on the shareholding transformation of Quang Binh Branch and Quang Tri Branch.

b) In 2004:

Form 2 subsidiaries based on the shareholding transformation of Northern Central Transport Service Enterprise and Southern Central Transport Service Enterprise.

Supplement state capital in Sea Transport Joint Stock Company 2 to ensure that the state holds controlling shares (over 50% of the total number of shares of the enterprise).

Article 3

1. Entrust the Minister of Transport:

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) Monitor the operation situation of this pilot model and report promptly.

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.

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