Decision No. 24/2006/QĐ-BTS On the establishment of the Parent Company - Eastern Seafood Corporation

Pursuant to …;

Regarding the establishment of the Parent Company - Eastern Sea Fisheries Corporation

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THE MINISTER OF AQUATIC RESOURCES

Pursuant to Decree No. 43/2003/NĐ-CP dated May 2, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Aquatic Resources;

Pursuant to Decree No. 180/2004/NĐ-CP dated October 28, 2004 of the Government on the establishment, restructuring, and dissolution of State-owned enterprises;

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

Pursuant to Decision No. 100/2006/QĐ-TTg dated May 9, 2006 of the Prime Minister approving the project to transform the Eastern Sea Fisheries Corporation into operating under the parent company - subsidiary model and Circular No. 7601/VPCP-ĐMDN dated December 29, 2006 of the Government Office agreeing to allow the Foreign Labor Cooperation Center to be listed and for the Parent Company - Eastern Sea Fisheries Corporation to retain controlling shares when selling shares for the first time;

At the proposal of the Director of the Cadre and Civil Servant Department,

DECISION:

Article 1. Establish the Parent Company - Eastern Sea Fisheries Corporation, including the following contents:

1. The Parent Company is formed based on the following units:

- The Office of the Eastern Sea Fisheries Corporation,

- The Vocational Training Center,

- The Service Port Fishery Company at Cat Lo Vung Tau,

- The Label and Anti-counterfeit Stamp Production Workshop,

The Parent Company is a State-owned enterprise with legal personality, seal, emblem, Charter of Organization and Operation; it is allowed to open accounts at the National Treasury and banks according to the provisions of the law. The Parent Company directly carries out production and business activities and invests capital in subsidiaries and associated companies; it is responsible for preserving and developing state capital within the Parent Company and investment capital in subsidiaries and associated companies.

The rights and obligations of the Parent Company; the relationship between the Parent Company and the State's asset representative; the organizational management and operational relationships of the Parent Company and its relationship with subsidiaries and associated companies shall be implemented in accordance with current laws and detailed in the Charter of Organization and Operation of the Parent Company.

2. The name of the Parent Company: EASTERN SEA FISHERIES CORPORATION.

International trade name: EAST SEA FISHRIES CORPORATION.

Abbreviation: ESFICO.

The main office of the Parent Company is located at No. 30 Ham Nghi Street, District 1, Ho Chi Minh City.

4. The main tasks of the Parent Company are: Exploiting distant-water fisheries, providing post-harvest services for fishing, cooperating with foreign countries to develop production and business; implementing the rights and obligations of the direct representative owner regarding the invested capital in subsidiaries and associated companies.

5. Business fields of the Parent Company:

- Exploiting distant-water fisheries, providing post-harvest services for fishing, public welfare activities,

- Manufacturing machinery, repairing ships, constructing water and civil engineering projects,

- Cultivating, processing seafood for export and domestic consumption,

- Producing packaging and labels.

- Operating water and land transportation services, brokerage and supply of ships,

- Operating leasing services for houses, offices, warehouses, and docks,

- Operating consulting and design services for industrial, civil, and shipbuilding construction projects.

- Organizing research and application of science and technology to serve production and business.

- Trading in goods, services, machinery, equipment, raw materials, breeding stock, feed for livestock and aquaculture, and other products not prohibited by law.

- Engaging in other business activities not prohibited by law.

6. Management structure of the Parent Company includes:

- Board of Directors,

- Supervisory Board,

- General Director, Deputy General Directors, and Chief Accountant,

- Functional and operational departments assisting the Board of Directors and General Director,

- Production and business establishments.

7. Registered Capital of the Parent Company: Is the equity capital of the Eastern Sea Fisheries Corporation as of January 1, 2006, after agreement with the Ministry of Finance.

Article 2. Subsidiaries and Associated Companies:

The Parent Company has the following subsidiaries and associated companies:

1. Subsidiaries:

These are limited liability companies with one member wholly owned by the Parent Company; joint-stock companies where the Parent Company holds more than 50% of the registered capital.

- Subsidiary is a limited liability company with one member:

+ Eastern Sea Fisheries Exploitation and Service Company

- Subsidiary is a joint-stock company:

+ Nha Be Ship Repair Joint-Stock Company,

+ Fisheries Industry Joint-Stock Company.

- Subsidiary will complete listing in 2007:

+ Foreign Labor Cooperation Center.

2. Associated Companies:

These are joint-stock companies where the Parent Company holds non-controlling shares.

- Joint-Stock Companies:

+ Hung Vuong Net and Rope Joint-Stock Company - Parent Company holds 25% of the registered capital,

+ Marine Equipment Joint-Stock Company - Parent Company holds 11.11% of the registered capital,

+ Survey Design and Investment Consulting Joint-Stock Company - Parent Company holds 5% of the registered capital,

+ Fisheries Industry Design Consulting Joint-Stock Company - Parent Company holds 10% of the registered capital,

+ Phu My Production Trade and Service Joint-Stock Company - Parent Company holds 25% of the registered capital,

+ Phu Thuan Joint-Stock Company - Parent Company holds 28% of the registered capital,

+ Fisheries Construction Joint-Stock Company II - Parent Company holds 20% of the registered capital,

+ Fisheries Import Export Joint-Stock Company - Parent Company holds 20% of the registered capital,

+ Phu My Packaging and Comprehensive Import Export Joint-Stock Company - Parent Company holds 27.27% of the registered capital.

Article 3. The Parent Company and subsidiaries and associated companies are responsible for inheriting the rights and obligations of the Corporation and its members during the period before the transformation.

Article 4. Implementation organization: The Board of Directors of the Eastern Sea Fisheries Corporation is responsible for:

1. Continuing to implement the liquidation and bankruptcy of enterprises that have been decided by the Prime Minister according to current regulations.

2. Drafting the Financial Regulations of the Parent Company and reporting to the Ministry of Aquatic Resources for review and submission to the Ministry of Finance for approval.

3. Carry out the registration of business operations, seal engraving, and other tasks to establish the organizational structure of the Parent Company and manage the business activities of the Parent Company until the Minister of Fisheries appoints new leadership positions for the Parent Company.

4. Implement the transition process as scheduled to form subsidiary companies and associated companies.

Article 5. This Decision shall take effect fifteen days after its publication in the Official Gazette.

The Director of the Office, the Inspector General, Heads of Departments and Bureaus under the Ministry of Fisheries, Chairman of the Board of Directors, General Director of the Eastern Seafood Corporation, and Heads of related units are responsible for enforcing this Decision./.