Decision No. 58/2004/QD-TTg On approving the pilot project to transform the Vietnam Beer - Alcohol - Beverage Corporation (Hanoi) into a holding company - subsidiary model

DECISION

Regarding the approval of the pilot project to transform the Hanoi Beer - Alcohol - Beverage Corporation into an organization and operation under the holding company-subcompany 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 transform the Hanoi Beer - Alcohol - Beverage Corporation under the Ministry of Industry into an organization and operation under the holding company-subcompany model, with the following main contents:

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

2. Requirements: to reform the management structure of the Hanoi Beer - Alcohol - Beverage Corporation from administrative linkage to a form of linkage through investment and capital contribution between the holding company and subcompanies and associated companies, on this basis clearly defining rights, responsibilities, and close ties regarding capital, economic benefits, brand, information, marketing, sales, supply, research, and training among enterprises

3. Main content of the transformation:

a) Organizing and restructuring the Hanoi Beer - Alcohol - Beverage Corporation according to the following structure:

- The holding company will be formed from the Office, business departments of the Corporation; dependent factories and workshops of the Corporation and the Service Trade Company of Hanoi Beer - Alcohol - Beverage, the Institute of Beer - Alcohol - Beverage Research. 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: Hanoi Beer - Alcohol - Beverage Corporation; international trade name: HANOI BEER - ALCOHOL - BEVERAGE CORPORATION, abbreviated as HABECO,

+ Headquarters: No. 183 Hoang Hoa Tham Street, Ba Dinh District, Hanoi City,

+ Main tasks: directly producing beer, alcohol, beverages, and other industries as prescribed by the State; implementing the rights and obligations of the owner towards the invested capital in subcompanies and associated companies,

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

- Subcompanies include:

+ A state-owned limited liability company with one member wholly owned by the holding company,

+ Enterprises with controlling equity contributions (over 50% of charter capital) by the holding company including: limited liability companies with two or more members, joint-stock companies, foreign joint ventures, overseas companies.

- Associated companies: enterprises with non-controlling equity contributions (less than 50% of charter capital) by the holding company, organized in the form of limited liability companies with two or more members, joint-stock companies, foreign joint ventures.

Member enterprises of the Hanoi Beer - Alcohol - Beverage Corporation (previously) will be transformed into the holding company and subcompanies 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:

- Forming the holding company,

- Converting the Hanoi Alcohol Company into a state-owned limited liability company with one member to form a subcompany,

- Transferring the state-owned shareholding at the Thanh Hoa Beer Joint-Stock Company (over 50% of charter capital) to the holding company's ownership to form a subcompany,

- Privatizing the Hai Phong Glass Company, in which the holding company retains over 50% of the charter capital to form a subcompany,

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

In 2005 and subsequent years:

- Contributing capital and taking over some beer factories under other agencies to form subcompanies 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 subcompanies 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. Agencies entrusted to represent the state owner for the state capital at the Hanoi Beer - Alcohol - Beverage Corporation (previously) continue to represent the state owner for the capital at the holding company - Hanoi Beer - Alcohol - Beverage Corporation (currently).

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 take the lead and coordinate with related agencies to determine the charter capital of the holding company; handle capital, assets, finance, and labor of the holding company and subcompanies; specific responsibilities of the holding company and each subcompany for inheriting rights, obligations, and handling existing and emerging issues during the transformation process.

d) Based on the Law on State-Owned Enterprises 2003, to 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 about the holding company-subcompany model, based on which propose appropriate measures to convert state corporations to operate under the holding company model where companies are self-invested and established as stipulated 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 of Industry, Planning and Investment, Finance, Home Affairs, Labor, Invalids and Social Affairs, and heads of related agencies are responsible for implementing this Decision./.