Decision No. 243/2003/QĐ-TTg On the reorganization and pilot transfer of the Vietnam Fisheries总公司转变为母子公司组织和运营模式的事宜

DECISION OF THE PRIME MINISTER

Regarding the restructuring and piloting the transfer of the Vietnam Fisheries总公司到公司和子公司模式的试点转换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;

Based on the State Enterprise Law dated April 20, 1995;

Pursuant to the Enterprise Law dated June 12, 1999;

Pursuant to the proposal of the Minister of Fisheries and the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Home Affairs, and the Central Economic Commission,

 DECISION:

Article 1. Approves the Project on Restructuring and Piloting the Transfer of the Vietnam Fisheries General Corporation under the Ministry of Fisheries to operate according to the parent company-subcompany model, with the main contents as follows:

1. Objective: To pilot the reform of management organization, transitioning from administrative linkage between the Vietnam Fisheries General Corporation and its member enterprises to a primarily financial investment mechanism; to create a close connection, clearly defining the rights and responsibilities regarding capital and economic interests among enterprises with legal person status; to provide better information, marketing, consumption, supply, research, and training services for member units; to create conditions to enhance production capacity, business efficiency, and competitive ability of enterprises to form a strong, multi-shareholder, diversified industry general corporation, with the focus on processing and exporting aquatic products.

2. Main contents of the Project:

a) The Vietnam Fisheries General Corporation will be restructured and transferred to operate according to the parent company-subcompany model as follows:

The parent company (Vietnam Fisheries General Corporation) is a state-owned enterprise, having legal person status, with its own seal, able to open accounts at the State Treasury and banks; directly implementing production and business activities and investing capital in subcompanies; responsible for preserving and developing state capital at the parent company and in invested subcompanies.

The international trading name is Vietnam National Seaproducts Corporation Abbreviation: Seaprodex.

Headquarters: No. 2-4-6 Dong Khoi Street, District 1, Ho Chi Minh City. The parent company is formed based on the Office of the Vietnam Fisheries General Corporation, dependent accounting enterprises, and the Ho Chi Minh City Fishery Import-Export Company.

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

Subcompany: having legal person status, with assets, name, independent management structure, bearing civil responsibility within the scope of the enterprise's assets; organized and operated according to relevant laws corresponding to the legal form of the subcompany.

The subcompany can be a state-owned enterprise, a limited liability company with 100% state capital, a joint-stock company, or a limited liability company with two or more members where the parent company holds controlling shares or capital contributions (over 50% of charter capital).

b) The registered capital structure, business sectors of the parent company and subcompanies; organization and management of the parent company; relations between the parent company and the state owner and subcompanies are stipulated in the Charter of the parent company's organization and operation.

c) The parent company is responsible for inheriting the legal rights and obligations of the Vietnam Fisheries General Corporation.

d) The restructuring timeline and transferring the Vietnam Fisheries General Corporation to operate according to the parent company-subcompany model as attached Appendix.

Article 2.

1. Entrust the Minister of Fisheries:

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 for approval to the Prime Minister for approval the Charter of Organization and Operation of the Parent Company.

d) Direct the reception of some enterprises inside and outside the Ministry to enhance the operational capacity of the Vietnam Fisheries General Corporation, moving towards forming a strong fisheries group.

e) Monitor the operation situation of this pilot model, promptly report

2. Entrust the Minister of Finance to approve the Financial Regulations of the parent company and monitor the implementation of financial management systems, business accounting, and financial transparency of the parent company.

Article 3. This Decision shall take effect 15 days from the date of publication in the Official Gazette.

The Ministers of Fisheries, Finance, Planning and Investment, Home Affairs, and heads of related agencies are responsible for enforcing this Decision./.

ANNEX

Restructuring and piloting the transfer of the Vietnam Fisheries General Corporation

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.

(Issued together with Decision No. 243/2003/QĐ-TTg

dated November 17, 2003 of the Government Prime Minister).

1. Forming the parent company in 2003, including:

The Office of the Vietnam Fisheries General Corporation,

Export Center,

Import Center,

Tourism and Comprehensive Service Company,

Seaprodex Trade Service Center,

Ho Chi Minh City Fishery Import-Export Company

(to be converted into a dependent accounting unit).

2. Subcompanies:

a) State-owned enterprises (maintaining legal entity):

Central Vietnam Fishery Import-Export Company,

Hanoi Fishery Import-Export Company.

b) State-owned enterprises to be listed in 2004:

Material Supply Company,

Fishery Import-Export and Processing Company No. 5.

c) Joint-stock companies already established:

Five Can Fishery Joint-Stock Company,

Vung Tau Fishery Import-Export Joint-Stock Company,

Binh Dai Ben Tre Fishery Joint-Stock Company,

Seaprodex Packaging Joint-Stock Company.

3. Enterprises in which the parent company has low shareholding or capital contribution (less than 50% of charter capital)):

a) Enterprises that have been equitized:

Halong Canned Goods Joint-Stock Company,

Cold Industry Joint-Stock Company,

Fishery Joint-Stock Company No. 1,

Fishery Joint-Stock Company No. 9,

Fishery Joint-Stock Company No. 4,

Seaprodex Construction-Tourism-Trading Joint-Stock Company,

Special Aquatic Products Joint-Stock Company,

Minh Hai Fishery Joint-Stock Company.

b) Joint ventures:

Pronconco Joint Venture,

Co May Shrimp Breeding Experimental Workshop,

Seaprodex Seafood Specialty Restaurant Joint Venture.

c) State-owned enterprises to be listed in 2004:

Fishery Import-Export and Processing Company No. 3,

Information-Services and Advertising Company,

Fishery Area 1 Company,

Fishery and Comprehensive Services Company.

Ha Noi Shipbuilding Machinery Company.

d) Convert joint ventures into joint-stock companies in 2004:

Seaprimfico Joint Venture,

Haishan Joint Venture.

4. Convert joint ventures into joint-stock companies in 2004:

Seasafico Joint Venture.

5. Enterprises transferred to the Ministry of Fisheries and listed in 2005:

Haiphong Fishery Shipbuilding Machinery Company.

6. Enterprises dissolved in 2003:

Fishery Machinery Company No. 2,

Primseaco Joint Venture,

Marine Specialty Extraction Workshop,

Can Tho Branch of Seaprodex.

7. Enterprises declared bankrupt in 2004:

Aquaculture Company,

Seaprodex Services and Import-Export Company,

Shrimp Export Feed and Service Supply Company,

Fisheries Region 2 Company./.