Decision No. 207/2003/QĐ-TTg on piloting the transfer of the Transport and Chartering Company to operate under the holding company - subsidiary model

DECISION OF THE PRIME MINISTER

Regarding the pilot transfer of the Transport and Charter Company Approving the Pilot Project for the Transfer of Hanoi Electronics Corporation (HANEL) to Organize and Operate Under the Holding Company-Subcompany Model, Engaging in Multi-Sector Business, with the Main Sector Being Research, Design, Production of Consumer and Specialized Electronic Products, Products Serving Telecommunications Technology, Precision Machinery Products, Contributing to Effectively Implementing the Strategy for the Development of the Electronics Industry Until 2010 with Consideration for 2020 in Hanoi City.

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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;

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

DECISION:

Article 1. Approves the Pilot Project to transfer the Transport and Charter Company under the Ministry of Transport to operate according to the holding company model with the following main contents:

1. Objective: To pilot the reform of management organization, shifting from administrative linkage between the Transport and Charter Company and its affiliated units to a financial investment mechanism; to create a close connection, clearly defining 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 enhance production capacity, business efficiency, and competitiveness of the enterprise.

2. Main contents of the Project:

a) The Transport and Charter Company will operate according to the holding company model as follows:

- The holding company (Transport and Charter Company) is a state-owned enterprise with independent accounting, legal personality, 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 Office of the Transport and Charter Company, the MOLVINA Agency in Ho Chi Minh City, the MOLVINA Agency in Hanoi, the Quang Ninh Branch of the Transport and Charter Company, the Vinh Branch of the Transport and Charter Company, the Nghia Son - Thanh Hoa Branch of the Transport and Charter Company, the Noi Bai Branch of the Transport and Charter Company, and the Can Tho Branch of the Transport and Charter Company.

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

- Subsidiaries have their own legal personality, assets, name, management structure, and bear civil liability within the scope of the enterprise's assets; they are organized and operate according to relevant legal regulations corresponding to the legal form of subsidiaries.

- Subsidiaries are joint-stock companies or limited liability companies with two or more members where the holding company holds controlling shares or contributions (more than 50% of charter capital).

b) The charter capital structure, business sectors of the holding company and subsidiaries; the organization and management of the holding company; the relationship 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 is responsible for inheriting the legal rights and obligations of the Transport and Charter Company.

Article 2. The process of transferring the Transport and Charter Company to operate according to the holding company model is as follows:

a) In 2003:

Establish the holding company and form 2 subsidiaries based on shareholding:

- The Da Nang Branch of the Transport and Charter Company;

- The ASACO Agency.

b) In 2004:

Form 4 subsidiaries based on:

- Shareholding of the Ho Chi Minh City Branch of the Transport and Charter Company;

- Shareholding of the Hai Phong Branch of the Transport and Charter Company;

- Shareholding of the Maritime Chartering Brokerage Center; Establish a joint venture in Vietnam between the Transport and Charter Company and the Hong Kong Dimerco Company.

c) In 2005:

Form 2 subsidiaries based on:

- Merging the I Delivery Department and the II Delivery Department to proceed with shareholding;

- Supplementing capital to the Service and Ship Repair Joint Stock Company to ensure that the Transport and Charter Company holds over 50% of the total shares of this joint stock company.

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) Submit to the Prime Minister for approval of the Charter of the Holding Company's Organization and Operation.

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

2. Entrust the Minister of Finance to approve the Financial Regulations of the Pilot Holding Company and monitor the implementation of financial management, accounting, and financial transparency 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./.