Decision No. 310/2005/QD-TTg approves the plan for the shareholding reform of Vietnam Insurance Corporation and piloting the establishment of Bao Viet Financial-Insurance Group. This decision stipulates the form of issuing shares to the public through auction to attract domestic and foreign investors, and the organizational structure of Bao Viet Group.
适用范围
Vietnam Insurance Corporation, Ministry of Finance, relevant ministries and sectors, Board of Directors of Bao Viet Group, subsidiaries and affiliates of Bao Viet Group.
要点
- The shareholding reform of Vietnam Insurance Corporation will be carried out by issuing shares to the public through auction to attract domestic and foreign investors, with the State retaining at least 51% of the charter capital.
- Piloting the establishment of Bao Viet Financial-Insurance Group with main business being insurance operations, organized under the holding company-subcompany model.
- The holding company - Bao Viet Group has the legal rights and obligations of Vietnam Insurance Corporation, managed through the Board of Directors, Supervisory Board, General Director, Deputy General Director, Chief Accountant, and supporting staff.
- Bao Viet Group inherits the legal rights and obligations of Vietnam Insurance Corporation, maintaining relationships with state-owned enterprise representatives and subsidiaries and affiliates according to the law.
- Units and subsidiaries established by Bao Viet Group include Bao Viet Training Center, Bao Viet Insurance Research Institute, Insurance Agency and Reinsurance Company, Bao Viet Joint Stock Bank (newly established), and many other affiliates.
🌐 本文件的社会影响
- Positive impact: Creates opportunities for domestic and foreign investors to participate in the insurance market, enhancing competition and development of the financial-insurance sector.
- Negative impact: May cause management instability due to the transition to the holding company-subcompany model.
- Beneficiaries from this decision include investors, customers of Bao Viet Group and Vietnam Insurance Corporation. Those affected may be former employees of Vietnam Insurance Corporation.
❓ 常见问题
What form of shareholding reform is applied to Vietnam Insurance Corporation?
According to the decision, the shareholding reform will be implemented through issuing shares to the public through auction to attract domestic and foreign investors.
What percentage of the charter capital does the State retain after the shareholding reform?
According to the decision, the State will retain at least 51% of the charter capital.
What is the main business of Bao Viet Group?
Bao Viet Group operates under the holding company-subcompany model with main business being insurance operations.
How will the holding company - Bao Viet Group manage its operations?
Bao Viet Group will be organized through the Board of Directors, Supervisory Board, General Director, Deputy General Director, Chief Accountant, and supporting staff.
What does the holding company - Bao Viet Group inherit from Vietnam Insurance Corporation?
Bao Viet Group will inherit the legal rights and obligations of Vietnam Insurance Corporation according to the law.
全文
DECISION OF THE PRIME MINISTER
Regarding the approval of the Plan for the Shareholding Reform of Vietnam Insurance Corporation
and the pilot establishment of Bao Viet Financial-Insurance Group
PRIME MINISTER
Pursuant to the Law on Organization of the Government dated December 25, 2001;
Pursuant to the Enterprise Law dated June 12, 1999;
Pursuant to the State Enterprise Law dated November 26, 2003;
Pursuant to Decree No. 187/2004/NĐ-CP dated November 16, 2004 of the Government on the conversion of state-owned companies into joint-stock companies;
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 parent-subsidiary models;
Considering the proposal of the Minister of Finance,
DECISION:
Article 1. Approves the Plan for the Shareholding Reform of Vietnam Insurance Corporation and the pilot establishment of Bao Viet Financial-Insurance Group (hereinafter referred to as Bao Viet Group) operating under the parent-subsidiary model, with the following contents:
1. The shareholding reform of Vietnam Insurance Corporation shall be carried out through public issuance of shares via auction to attract capital from domestic and foreign investors, wherein the State retains at least 51% of the charter capital, and foreign investors hold no more than 30% of the charter capital.
2. Pilot the establishment of Bao Viet Group with its main business being insurance, organized under the parent-subsidiary model.
a) Parent Company - Bao Viet Group (international trading name: BAOVIET HOLDINGS) is a joint-stock company with the function of investing capital in subsidiaries and associated companies; conducting financial service businesses and other areas as prescribed by law; maintaining control over subsidiaries through capital, technology, brand, and market. The parent company will be formed after implementing the shareholding reform of Vietnam Insurance Corporation as stipulated in Clause 1 of this Article.
b) The management and operation structure of Bao Viet Group includes: Board of Directors and Supervisory Board; General Director, Deputy General Directors, Chief Accountant, and supporting staff.
c) Bao Viet Group inherits all legal rights and obligations of Vietnam Insurance Corporation as prescribed by law.
d) The relationship between Bao Viet Group and the representative of the state-owned capital and with subsidiaries and associated companies shall be implemented according to the provisions of law and the Charter of Organization and Operation of Bao Viet Group.
đ) Bao Viet Group has the following units:
- Bao Viet Training Center;
- Bao Viet Insurance Research Institute.
e) Subsidiaries held 100% of the charter capital by Bao Viet Group (limited liability companies):
- Bao Viet Life;
- Bao Viet Vietnam;
- Insurance Brokerage and Reinsurance Company;
- Bao Viet Securities Investment Fund Management Company;
- Bao Viet Community Health Insurance Company (newly established).
g) Subsidiaries held more than 50% of the charter capital by Bao Viet Group:
- Bao Viet Securities Joint Stock Company;
- Bao Viet Commercial Joint Stock Bank (newly established);
- Vietnam International Insurance Joint Venture Company;
- Bao Viet Financial Leasing Company (newly established);
- Bao Viet Real Estate Company (newly established);
- Bao Viet Hotel and Tourism Joint Stock Company.
The formation of these new subsidiaries shall be carried out in accordance with the provisions of law.
i) Associated companies held less than 50% of the charter capital by Bao Viet Group:
- Dragon Insurance Joint Stock Company;
- Ha Long Sai Gon Hotel Joint Stock Company;
- Military Commercial Joint Stock Bank;
- Asia Commercial Joint Stock Bank;
- Maritime Commercial Joint Stock Bank;
- Da Nang Bus and Trading Service Joint Stock Company;
- Quang Nam Transport Joint Stock Company;
- Ba Den Mountain Cableway Joint Stock Company;
- Hanoi Entertainment Joint Stock Company;
- Bim Son Cement Packaging Joint Stock Company;
- National Reinsurance Corporation Joint Stock Company;
- Tay Ninh Transport Joint Stock Company;
- Long Viet Investment and Construction Limited Liability Company;
- Saigon Phu Quoc Plastic Packaging Limited Liability Company;
- Hai Au Sea Transport Company; - International Investment and Construction Joint Stock Company;
- Hai Phong Thermal Power Joint Stock Company; - Van Son Park Joint Stock Company.
Article 2. Implementation
1. Ministry of Finance:
Shall be responsible for directing the implementation of this Decision; promptly identify and resolve any arising issues, report
- To decide specific plans for the shareholding reform of Vietnam Insurance Corporation.
- To establish the Parent Company - Bao Viet Group and subsidiaries in accordance with current regulations.
- To decide on selecting foreign consulting companies to advise on the shareholding reform of Vietnam Insurance Corporation; foreign strategic partners participating in purchasing shares of Bao Viet Group; guide the use of premium proceeds from share issuance to increase state capital in Bao Viet Group.
- To approve the Financial Regulations of Bao Viet Group.
2. Ministers of the Ministries of Planning and Investment, Labor, Invalids and Social Affairs, Home Affairs; Governor of the State Bank of Vietnam; Heads of relevant agencies, Steering Committee for Enterprise Renewal and Development shall, within their respective functions and duties, cooperate with the Ministry of Finance and the Board of Directors of Bao Viet Financial-Insurance Group in carrying out the above tasks.
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 Finance, Planning and Investment, Home Affairs, Labor, Invalids and Social Affairs, Governor of the State Bank of Vietnam, Steering Committee for Enterprise Renewal and Development, Board of Directors of Vietnam Insurance Corporation, and Heads of relevant agencies are responsible for enforcing this Decision.
VICE-PRESIDENT OF THE GOVERNMENT
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