Decision No. 50/2004/QD-TTg On approving the pilot project to transform the Saigon Beer - Alcohol - Beverage Joint Stock Company into a holding company - subsidiary model

Pursuant to …;

Regarding the approval of the pilot project to transfer the Saigon Beer - Alcohol - Beverage Corporation to operate under the holding company - subsidiary model

PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;
Pursuant to the State Enterprise Law on April 20, 1995;
Pursuant to the Enterprise Law dated June 12, 1999;
At the proposal of the Minister of Industry,

Pursuant to …;

Article 1. Approves the pilot project to transfer the Saigon Beer - Alcohol - Beverage Corporation under the Ministry of Industry to organize and operate according to the holding company - subsidiary model, with the main contents as follows:

1. Objective: To create conditions to promote production, enhance economic efficiency and competitiveness of the Saigon Beer - Alcohol - Beverage Corporation in accordance with the overall planning for the development of the beer, alcohol, and beverage industry until 2010 approved by the Prime Minister.

2. Requirements: Reform the management organization of the Saigon Beer - Alcohol - Beverage Corporation from administrative linkage to investment and capital contribution linkage between the holding company and subsidiaries and associated companies, on this basis clearly defining rights, responsibilities, and close ties regarding capital, economic benefits, brand, information, marketing, consumption, supply, research, and training among enterprises.

3. Main conversion content:

a) Organize and restructure the Saigon Beer - Alcohol - Beverage Corporation as follows:

- The holding company will be formed from the Office, management agency of the Corporation, factories, workshops, and dependent production units of the Corporation. The holding company is a state-owned enterprise, wholly owned by the State, operating in accordance with laws on state-owned enterprises, characterized by:

+ Name: Saigon Beer - Alcohol - Beverage Corporation; international trading name: SAIGON BEER - ALCOHOL - BEVERAGE CORPORATION, abbreviated as SABECO,

+ Head office: No. 187 Nguyen Chi Thanh Street, District 5, Ho Chi Minh City,

+ Main tasks: directly produce beer and other industries as prescribed by the State; implement the rights and obligations of the owner towards the invested capital in subsidiaries and associated companies.

+ Management structure includes: Board of Directors, Supervisory Board, General Director, and supporting staff.

- Subsidiaries are enterprises with controlling equity contributions (over 50% of charter capital) from the holding company including: Limited Liability Companies with two or more members, Joint Stock Companies, foreign joint ventures, and overseas companies.

- Associated companies: are enterprises with non-controlling equity contributions (less than 50% of charter capital) from the holding company, organized as Limited Liability Companies with two or more members, Joint Stock Companies, and foreign joint ventures.

The member enterprises of the Saigon Beer - Alcohol - Beverage Corporation (previously) will be converted into the holding company and subsidiaries and associated companies according to the following specific schedule.

b) The holding company and subcompanies and associated companies have the responsibility to inherit the lawful rights, interests, and obligations of the Corporation and converted member companies.

c) Schedule for forming the holding company, subcompanies, and associated companies:

In 2004:

- Convert the Binhtay Liquor Company into a Limited Liability Company with one member to form a subsidiary.

- Merge the Phutho Glass Factory into the holding company.

- Privatize the Chuong Duong Soft Drink Company, Can Tho Saigon Beer Factory, Soc Trang Saigon Beer Factory, in which the holding company retains over 50% of the charter capital; increase capital to hold over 50% of the charter capital at the Saigon Beer - Phu Yen Joint Venture Company to form subsidiaries.

- Privatize the Transport Enterprise, in which the holding company retains less than 50% of the charter capital; to form an associated company.

- Contributing capital and taking over some local beer factories to form subcompanies and associated companies.

- The existing joint ventures with the Corporation's capital (Carnaud Metalbox - Saigon Limited Liability Company, Malaya Vietnam Glass Limited Liability Company, Me Linh Center Limited Liability Company, San Miguel Phutho Packaging Limited Liability Company, Allied Domecq Vietnam Limited Liability Company) are referred to as associated companies.

In 2005:

- Privatize the Saigon Beer - Alcohol - Beverage Trading Service Company, in which the holding company retains over 50% of the charter capital to form a subsidiary.

- Privatize the Dakai Mineral Water Factory, in which the holding company retains less than 50% of the charter capital to form an associated company.

- Invest and contribute capital, take over some local beer factories to form subsidiaries and associated companies.

4. Rights and obligations of the holding company; organization and management of the holding company; relations between the holding company and the state owner and subsidiaries and associated companies shall be implemented in accordance with the Law on State-Owned Enterprises and other relevant laws, detailed in the articles of association of the holding company.

Article 2. The agencies entrusted to represent the state owner for the state capital at the Saigon Beer - Alcohol - Beverage Corporation (previously) continue to represent the state owner for the capital at the holding company - Saigon Beer - Alcohol - Beverage Corporation (currently) until there are other legal provisions on this matter.

Article 3.

1. Entrust the Minister of Industry:

a) To direct the implementation and monitor the activities of the Corporation, promptly reporting to the Prime Minister issues that need correction and adjustment.

b) Based on current regulations to decide on the formation of the holding company, subcompanies, and associated companies according to the above schedule.

c) To lead and coordinate with relevant agencies to determine the charter capital of the holding company; handle capital, assets, finance, and labor of the holding company and subsidiaries; specific responsibilities of the holding company and each subsidiary in inheriting rights and obligations and handling issues arising during the transition process.

d) Based on the Law on State-Owned Enterprises 2003, draft and submit to the Prime Minister for approval the articles of association of the holding company.

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

3. Entrust the Minister of Planning and Investment to monitor the pilot process to report to the Prime Minister practical experiences with the holding company - subsidiary model, and propose appropriate measures to convert state corporations to operate under the holding company model where companies are self-invested and established as provided in the Law on State-Owned Enterprises 2003.

Article 4. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

Ministers of the Ministries: Industry, Planning and Investment, Finance, Home Affairs, Labor - Invalids and Social Affairs, and heads of related agencies are responsible for implementing this Decision./.