Decision No. 201/2005/QD-TTg On approving the Project to transfer the Vegetable and Agricultural Products Corporation to operate under the holding company-subcompany model

Pursuant to …;

Regarding the approval of the Project to transfer the Vegetable and Agricultural Products Corporation to operate under the holding company-subcompany model

operates and conducts activities under the holding company - subsidiary model

PRIME MINISTER

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

Pursuant to the Enterprise Law No. 13/1999/QH10 dated June 12, 1999;

Pursuant to the State-Owned Enterprise Law No. 14/2003/QH11 dated November 26, 2003;

Pursuant to Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization and management of State-owned Corporations and the transformation of State-owned Corporations and independent State-owned companies into holding companies;

At the proposal of the Minister of Agriculture and Rural Development,

DECISION:

Article 1. Approves the Project to transfer the Vegetable and Agricultural Products Corporation under the Ministry of Agriculture and Rural Development to operate under the holding company-subcompany model, with the main contents as follows:

1. The holding company - Vegetable and Agricultural Products Corporation is a state-owned enterprise, having legal personality, its own seal, bank accounts at the State Treasury and banks; directly carrying out production and business activities and investing capital in subcompanies and associated companies; responsible for preserving and developing state capital within the Company and in subcompanies and associated companies.

International trading name: Vietnam National Vegetable Fruit and Agricultural Product Corporation

Abbreviation: Vegetexco Vietnam

Head office: No. 2 Pham Ngoc Thach Street, Dong Da District, Hanoi City.

The holding company is formed based on the restructuring of the Office of the Vegetable and Agricultural Products Corporation, dependent enterprises, and the Seed Vegetable and Fruit Company.

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

2. Subcompanies and associated companies: have legal personality, their own assets, names, and management structures; bear civil liability within the scope of the company's assets; organized and operated according to legal regulations corresponding to the form of subcompany or associated company.

3. The charter capital structure and business sectors of the holding company and subcompanies and associated companies; organization and management of the holding company; relationships between the holding company and the state owner and subcompanies and associated companies are stipulated in the Charter of the holding company's organization and operation.

4. The holding company is responsible for inheriting all legal rights and obligations of the Vegetable and Agricultural Products Corporation.

5. The roadmap for restructuring and transferring the Vegetable and Agricultural Products Corporation to operate under the holding company-subcompany model as attached Appendix.

Article 2.

1. Entrust the Minister of Agriculture and Rural Development:

- To direct the implementation of this Project.

- Decision on establishing the holding company; forming subcompanies and associated companies as stipulated in Clause 1 and Clause 2 of Article 1 of this Decision according to current regulations.

- Approve the Articles of Association of the holding company.

- Decision to transfer the management of state capital in some businesses with similar industries, technology, markets... to the Vegetable and Agricultural Products Corporation to expand multi-industry production and business operations, enhance capacity, efficiency, and competitiveness of the business.

2. Entrust the Minister of Finance to approve the Financial Regulations of the holding company.

Article 3. 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 Agriculture and Rural Development, Finance, Planning and Investment, Home Affairs, Labor, Invalids and Social Affairs, Governor of the State Bank of Vietnam, and Heads of relevant agencies are responsible for implementing this Decision./.

ANNEX

RESTRUCTURING AND TRANSFERRING THE VEGETABLE AND AGRICULTURAL PRODUCTS CORPORATION TO OPERATE UNDER THE HOLDING COMPANY-SUBCOMPANY MODEL

(Issued together with Decision No. 201/2005/QĐ-TTg dated August 9, 2005

of the Prime Minister)

I. SUBCOMPANIES:

1. Enterprises that have been equitized:

- Vegetable and Fruit Import-Export Joint Stock Company,

- Tan Binh Export Food Joint Stock Company,

- Bac Giang Export Food Joint Stock Company,

- My Chau Printing and Packaging Joint Stock Company,

- Vegetable and Fruit Port Joint Stock Company,

- Ho Chi Minh City Agricultural and Food Import-Export Joint Stock Company,

2. State-owned enterprises to be equitized in 2005:

- Dong Giao Export Food Company.

II. ASSOCIATED COMPANIES:

1. Enterprises that have been equitized:

- Hung Yen Export Food Joint Stock Company,

- Tam Hiep Import-Export Joint Stock Company,

- Sai Gon Production and Service Import-Export Vegetable and Fruit Joint Stock Company,

- Ho Chi Minh City Cashew and Agricultural Food Import-Export Joint Stock Company,

- VIAN Joint Stock Company,

- Construction and Building Material Production Joint Stock Company,

- Transportation and Trade Joint Stock Company,

- Investment Import-Export Processed Agricultural and Forestry Products Joint Stock Company,

- Vegetable and Fruit Import-Export I Joint Stock Company,

- Material and Import-Export Joint Stock Company,

- Industrial Material and Food Joint Stock Company,

- Sa Pa Vegetable and Fruit Joint Stock Company.

2. Joint ventures:

- DONA-NEWTOWER Joint Venture Company,

- TOVECAN Iron Box Joint Venture Company,

- LUVECO Beverage Joint Venture Company,

- CROWN VINALIMEX Packaging Joint Venture Company,

- VINAHARRIS-VINALIMEX Joint Venture Company.

3. State-owned enterprises to be equitized in 2005-2006:

- Thanh Hoa Vegetable and Fruit Import-Export Company,

- Hai Phong Cargo and Import-Export Company,

- Hanoi Agricultural and Food Import-Export Company,

- Ha Tinh Vegetable and Fruit Company,

- Vegetable and Fruit Import-Export II-Da Nang Company,

- Da Nang Processed Agricultural and Food Import-Export Company,

- Kiengiang Export Food Processing Company.

III. ENTERPRISES IN BANKRUPTCY IN 2005:

- Quang Ngai Export Food Processing and Import-Export Company./.