Decision No. 333/2005/QD-TTg On the establishment of the Parent Company - Southern Food Corporation (VINAFOOD II)

 

Pursuant to …; OF THE PRIME MINISTER

Regarding the establishment of the Parent Company - Southern Food Corporation

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

Considering the proposal of the Board of Directors of the Southern Food Corporation, 

DECISION:

Article 1. Establish the Parent Company - Southern Food Corporation based on restructuring the management and operation agencies and some member units of the current Southern Food Corporation.

1. The Parent Company - Southern Food Corporation (hereinafter referred to as the Southern Food Corporation) is a state-owned enterprise with legal personality, seal, emblem, Charter of organization and operation; it is entitled to open accounts at the State Treasury and banks in accordance with the law, and operates independently; it is responsible for inheriting all legal rights and obligations of the current Southern Food Corporation.

2. Name of the parent company:

- Full name: Southern Food Corporation.

- International trading name: VIETNAM SOUTHERN FOOD CORPORATION.

- Abbreviation: VINAFOOD II.

3. Address: No. 42 Chu Mạnh Trinh Street, Ben Nghe Ward, District 1, Ho Chi Minh City.

4. The charter capital of the Southern Food Corporation is the ownership capital of the corporation at the time of December 31, 2005, after auditing.

5. Business activities of the Southern Food Corporation:

Processing, preserving, storing, and circulating food grains and foodstuffs. Trading in food grains, foodstuffs, wheat flour, wheat, agricultural products, consumer goods. Exporting food grains, foodstuffs, agricultural products, aquatic products. Importing food grains, wheat, wheat flour, fertilizers, pesticides, veterinary drugs, machinery for agriculture, wood, and wood products. Real estate trading, office leasing, real estate brokerage. Managing and operating seaports, inland waterway terminals, waterway transportation support services, repair of water and land transport means, warehouse rental services. Design and construction of industrial and civil works; land leveling; construction of structural works; technical consulting services in electricity, mechanical engineering, construction; production and new construction of water transport means. Production and trading of animal feed, breeding and processing of aquatic and marine products. Trading in gasoline, diesel fuel, materials and equipment for production and daily life; trading in beer, wine under 30 proof, cigarettes. Extraction and trading of purified drinking water, light mineral water. Supporting crop cultivation services, seed supply services, crop harvesting services, plant protection services; entertainment, beauty, advertising, marketing services. Dispatching Vietnamese workers and experts to work abroad for a limited period. Tourism, hotel, travel agency, and catering services. Other business activities as prescribed by law.⁰ 6. Management and operational structure of the Southern Food Corporation includes:

- The Board of Directors of the Southern Food Corporation is the direct representative of the state's ownership at the Southern Food Corporation, consisting of a maximum of seven members, including the Chairman of the Board of Directors and the Head of the Supervisory Board as full-time members. The Chairman and members of the Board of Directors are appointed by the Prime Minister upon the recommendation of the Minister of Agriculture and Rural Development.

- The Supervisory Board of the Southern Food Corporation is appointed by the Board of Directors, consisting of a maximum of five members.

- The General Director of the Southern Food Corporation may be a member of the Board of Directors, appointed by the Board of Directors of the Southern Food Corporation or contracted after approval by the Prime Minister.

- Assistants to the General Director include Deputy General Directors managing production and business blocks and the Chief Accountant.

- The supporting staff of the Board of Directors and the General Director include the Office and functional departments.

7. Organizational structure of the Southern Food Corporation includes:

a) The Office of the Southern Food Corporation,

b) Dependent accounting units:

- Bình Đông Flour Company,

- Long An Foodstuff Company,

- Tiền Giang Foodstuff Company,

- Đồng Tháp Foodstuff Import-Export and Agricultural Materials Company,

- Sông Hậu Foodstuff Company,

- Long Xuyên Rice Milling Factory,

- Bạc Liêu Foodstuff Factory.

8. Subsidiaries:

a) Subsidiary is a limited liability company wholly owned by the Southern Food Corporation:

- Bình Tây Company,

- Bình Định Foodstuff Company,

- Kiên Giang Import-Export Company,

- Hồ Chí Minh City Foodstuff Company.

b) Subsidiaries where the Southern Food Corporation holds more than 50% of the charter capital:

- Bình An Flour Joint Stock Company,

- Hoan My Joint Stock Company,

- Sài Gòn Warehousing Trade Joint Stock Company,

- South Central Foodstuff Joint Stock Company,

- Da Nang Foodstuff Joint Stock Company,

- Foodstuff and Food Industry Joint Stock Company,

- Safoco Foodstuff and Food Joint Stock Company,

- Construction-Mechanical and Foodstuff Joint Stock Company,

- Tiền Giang Packaging Joint Stock Company,

- Long Toàn Frozen Seafood Joint Stock Company,

- Cà Mau Foodstuff Joint Stock Company.

9. Associated companies where the Southern Food Corporation holds less than 50% of the charter capital:

- Lubico Bakery Joint Stock Company,

- Nosafood Agricultural Product Processing and Trading Joint Stock Company,

- Bình Tây Packaging Joint Stock Company,

- Long An Agricultural Product and Packaging Joint Stock Company,

- Đồng Tháp Packaging Joint Stock Company,

- Sài Gòn - Hiệp Phước Port Joint Stock Company,

- Colusa - Milikét Foodstuff and Food Joint Stock Company,

- Vĩnh Long Foodstuff and Food Joint Stock Company,

- Siva Mui Ne Limited Liability Company.

10. The addition of subsidiaries and associated companies shall be carried out by the Board of Directors of the Southern Food Corporation in accordance with the law.

- Responsible for directing and monitoring the implementation of this Decision.

Article 2. Implementation organization:

1. The Ministry of Agriculture and Rural Development:

- Proposing the Prime Minister to decide on the appointment of the Chairman of the Board of Directors and other members of the Board of Directors.

- Deciding to convert the Tiền Giang Foodstuff Company and the Đồng Tháp Foodstuff Import-Export and Agricultural Materials Company into dependent accounting units of the Southern Food Corporation in accordance with the law.

- Decision to transfer the Long An Foodstuff Company, the Dong Thap Foodstuff Import-Export and Agricultural Materials Company into dependent accounting units of the Southern Foodstuff总公司下属的附属会计单位，根据法律规定。

2. The Ministry of Finance shall approve the Financial Regulations and determine the registered capital of the Southern Food Corporation according to the proposal of the Board of Directors of the Southern Food Corporation.

3. The Board of Directors of the Southern Food Corporation:

- Shall implement this Decision in accordance with current regulations.

- Shall submit to the Prime Minister for approval of the Charter of organization and operation of the Southern Food Corporation.

- Shall submit to the Prime Minister for approval of the appointment of the General Director of the Southern Food Corporation.

- Shall submit to the Ministry of Finance for approval of the Financial Regulations of the Southern Food Corporation.

Article 3. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

The Ministers of Agriculture and Rural Development, Finance, Planning and Investment, Labor, Invalids and Social Affairs, the Steering Committee for Enterprise Reform and Development, the Heads of relevant agencies, and the Board of Directors of the Southern Food Corporation are responsible for implementing this Decision./.