Decision No. 216/2006/QĐ-TTg Approves the Plan to Transfer Vietnam Shipping Corporation to a Parent Company - Subsidiary Model

Pursuant to …;

Approving the Project to transform the Vietnam Shipping总公司变为母子公司模式的组织和运营方案

into an organization and operation model of parent company - subsidiary company

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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 November 26, 2003;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on the organization, management of state-owned holding corporations and the transformation of state-owned holding corporations and independent state-owned enterprises into a parent company - subsidiary company model;

Considering the proposal of the Board of Directors of the Vietnam Shipping总公司,

 

DECISION:

 

Article 1. Approves the Project to transform the Vietnam Shipping总公司into an organization and operation model of parent company - subsidiary company, with the main contents as follows:

1. The parent company - Vietnam Shipping总公司(VINALINES) is a state enterprise, having legal personality, seal, charter of organization and operation; it is entitled to open domestic currency and foreign currency accounts at the State Treasury, domestic and foreign banks in accordance with the provisions of the law; directly carry out production, business activities, and invest capital in other companies; responsible for preserving and developing the state capital in the parent company and the invested capital in other companies.

The parent company is formed based on the restructuring of the Office of the Vietnam Shipping总公司, dependent accounting units, and branches. The parent company is responsible for inheriting the legal rights, obligations, and lawful interests of the Vietnam Shipping总公司prior to the restructuring.

The management and operation system of the parent company includes: the Board of Directors, the Supervisory Board, the General Director, Deputy General Directors, Chief Accountant, and supporting staff.

2. Subsidiaries include:

a) Companies converted into limited liability companies with one member in 2006-2007, with the parent company holding 100% of the charter capital:

- Haiphong Port;

- Da Nang Port;

- Saigon Port;

- Quang Ninh Port.

b) Companies implementing shareholding in 2006-2007, with the parent company holding controlling shares:

- Vietnam Marine Transport Corporation;

- Vietnam Marine Transport and Chartering Corporation;

- Vinaship Marine Transport Corporation;

- Vietnam Oil and Gas Marine Transport Corporation;

- Dong Do Marine Corporation;

- Northern Marine Transport Corporation;

- Southern Foreign Labor Cooperation Corporation.

c) Joint stock companies, joint ventures, and limited liability companies with two or more members where the parent company holds controlling shares or equity:

- Vietnam Marine Agency Joint Stock Corporation;

- Duanxa Port Joint Stock Corporation;

- Marine Development Joint Stock Corporation;

- Marine Construction Consulting Joint Stock Corporation;

- Vietnam-France Marine Transport Joint Venture;

- Vietnam Container Exploitation Joint Venture;

- Alhers-Vina Logistics Joint Venture;

- High-tech Marine Transport Limited Liability Company.

3. Associated companies:

a) Joint stock companies and joint ventures where the parent company holds less than 50% of the charter capital:

- United Transport Agency Joint Stock Corporation;

- Transport Agency Joint Stock Corporation;

- Foreign Labor Cooperation Joint Stock Corporation;

- Southern Container Joint Stock Corporation;

- Transport Service and Trade Joint Stock Corporation;

- Hai Au Marine Transport Joint Stock Corporation;

- Hanoi Marine Joint Stock Corporation;

- Import-Export Transportation Supply Joint Stock Corporation;

- Haiphong Port Trade and Service Joint Stock Corporation;

- Marine Information Technology and Technology Joint Stock Corporation;

- Vietnam Container Joint Stock Corporation;

- Marine Transport and Fuel Supply Joint Stock Corporation;

- Saigon Marine Joint Stock Corporation;

- Vatc Port Joint Stock Corporation;

- Danang Port Comprehensive Service Joint Stock Corporation;

- Danang Port Import-Export and Service Joint Stock Corporation;

- Marine Supply and Technical Service Joint Stock Corporation;

- Haiphong Port Technical Service Joint Stock Corporation;

- Marine Technical Service Joint Stock Corporation;

- Marine Industrial Service Joint Stock Corporation;

- Japan-Vietnam International Transport Joint Venture;

- WV-Waterfront Vietnam Container Joint Venture;

- Vietnam Maritime Commercial Joint Stock Bank;

- Southeast Asia Maritime Human Resources Center.

b) Companies implementing shareholding in 2006-2007, with the parent company holding less than 50% of the charter capital: Saigon Port Trade and Service Joint Stock Corporation.

4. The relationship between the parent company and the state owner and subsidiaries, associated companies shall be carried out in accordance with the provisions of the law and the Charter of the parent company's organization and operation.

5. The supplementation of member companies shall be implemented in accordance with the provisions of the law.

Article 2. Implementation organization:

1. Minister of Transport:

- Direct and monitor the implementation of this Decision.

- Decide to convert the companies mentioned in point b, Clause 2 and point b, Clause 3, Article 1 of this Decision into joint stock companies according to current regulations.

2. Board of Directors of Vietnam Shipping总公司:

- Organize the implementation of this Decision in accordance with current regulations.

- Submit to the Prime Minister for approval: the project to transform state-owned enterprises into limited liability companies with one member, the project to establish a new financial company.

- Direct the implementation of shareholding of dependent accounting units of the ports: Haiphong, Da Nang, Saigon. When conditions are met, submit to the Prime Minister for consideration and decision on transforming these ports into an organization and operation model of parent company - subsidiary company.

- Direct the implementation of bankruptcy of the Marine Materials Import-Export Corporation in 2007.

Article 3. This Decision takes effect 15 days after its publication in the Official Gazette.

Ministers of the Ministries of Transport, Finance, Planning and Investment, Home Affairs, Labor, Invalids and Social Affairs, Steering Committee for Enterprise Reform and Development, Heads of relevant agencies, and the Board of Directors of Vietnam Shipping总公司are responsible for enforcing this Decision./.