DECISION

APPROVING THE PROJECT ON EQUITIZATION OF VIETNAM INSURANCE CORPORATION AND THE PILOT PROJECT ON ESTABLISHMENT OF BAO VIET FINANCE – INSURANCE GROUP  

THE PRIME MINISTER

Pursuant to the Law on Government Organization dated December 25, 2001; Pursuant to the Law on Enterprise dated June 12, 1999; Pursuant to the Law on State Enterprises dated November 26, 2003; Pursuant to the Government’s Decree No. 187/2004/NĐ-CP dated November 16, 2004 on transforming the state company into the holding company; Pursuant to the Government’s Decree No. 153/2004/NĐ-CP dated August 9, 2004 on organizing and managing state-owned corporation and transforming the independent state corporation. State enterprise into the subsidiary-parent company; Upon the request of the Minister of Finance;

HEREBY DECIDES:

Article 1. Approve the project on equitization of Vietnam insurance corporation and the pilot project on establishment of Bao Viet Finance – Insurance Group (hereinafter referred to as Bao Viet Group) operating in the form of a subsidiary – parent company with the following information:  

1. Equitization of the Vietnam insurance corporation through public offerings auction serving the purpose of attracting invested capital from domestic and foreign investors of which the State shall hold 50% and foreign investors shall hold less than 30% of the charter capital.    

2. Pilot establishment of Bao Viet Group which accepts the insurance business as their core and is organized in the form of a subsidiary-parent company.    

a) The parent company – Bao Viet Group (international transaction name is BAOVIET HOLDINGS) is the joint-stock company and functions as the investor of subsidiary companies and affiliates; specializes in finance services and other sectors as stipulated by laws; holds the right to influence subsidiary companies in terms of assets, technology, brand name and market. The parent company which is established after equitization of Vietnam insurance corporation shall adhere to regulations laid down in Clause 1 of this Article.

b) Management and leadership of Bao Viet Group shall consist of Board of Directors and Control Board; Director General and Deputy Directors General, Chief Accountant as well as assistants.

c) Bao Viet Group shall inherit rights and obligations of Vietnam insurance corporation in accordance with laws.

d) Relationship of the Group with the representative of the state-owned capital and subsidiary companies or affiliates shall conform to legal regulations and the charter of organization and operation of Bao Viet Group.  

dd) Bao Viet Group shall comprise the following non-business units:

- Bao Viet Training Center;

- Bao Viet Insurance Research Institute.

e) Subsidiary companies of which Bao Viet Group holds 100% of the charter capital (single-member limited liability company) shall include:

- Bao Viet Life;

- Bao Viet Vietnam;

- Insurance and reinsurance company;

- Bao Viet fund management company;

- Bao Viet community health insurance company (new).

g) Subsidiary companies of which Bao Viet Group holds more than 50% of the charter capital shall include:

- Bao Viet securities joint-stock company;

- Bao Viet joint-stock bank (new);

- International insurance Vietnam joint-venture company;

- Bao Viet finance lease company (new);

- Bao Viet real estate company (new);

- Bao Viet Hotel and Tourism joint-stock company.

The establishment of aforesaid new subsidiaries must conform to legal regulations.

i) Affiliates of which Bao Viet Group holds less than 50% of the charter capital shall include:

- Nha Rong Insurance joint-stock company;

- Saigon Halong Hotel joint-stock company;

- Military Commercial joint-stock bank;

- Asia Commercial joint-stock bank;

- Maritime Commercial joint-stock bank;

- Da Nang Transport and Commercial Services joint-stock company;

- Quang Nam Transport joint-stock company;

- Nui Ba Tay Ninh cable car joint-stock company;

- Hanoi Entertainment Services joint-stock company;

- Packaging Bim Son joint-stock company;

- Vietnam National Reinsurance corporation;

- Tay Ninh transport joint-stock company;

- Long Viet Construction Investment Limited Liability Company;

- Saigon Plastic Packaging joint-stock company;

- Sai Gon Phu Quoc joint-stock company;

- Seagull Shipping Company;

- International Construction Investment joint-stock company;

- Hai Phong Thermal Power joint-stock company;

- Van Son Park joint-stock company.

Article 2. Implementation

1. The Ministry of Finance:

- Bear responsibility to direct the implementation of this Decision; promptly check and deal with any difficulty and report ultra-vires issues to the Prime Minister; preside over and cooperate with relevant agencies in conducting the research and proposal of new issues that need to be piloted in the course of implementation to be in order to seek the Prime Minister's decision.

- Decide specific plans to equitize the Vietnam Insurance Corporation.

- Establish the parent company – Bao Viet Group and subsidiary companies in accordance with applicable laws.

- Select the foreign consultancy company for the equitization of Vietnam Insurance Corporation, and foreign strategic partners to participate in the purchase of stocks of Bao Viet Group; provide guidance on use of monetary amount generated from the variance in the issuance of stocks used for making an increase in the state-owned capital invested in the Bao Viet Group.

- Approve the rules of financial practices of Bao Viet Group.

2. Ministers of Planning and Investment, Labor, War invalids and Social Affairs, Home Affairs; the Governor of the State Bank of Vietnam; and Heads of relevant agencies, the Steering Committee for corporate reform and development, within their assigned tasks and delegated authority, shall be responsible for cooperating with the Ministry of Finance and Board of Directors of Bao Viet Group to perform abovementioned tasks. 

Article 3. This Decision shall come into force after 15 days from the date on which it is published on the Official Gazette.

Ministers of Planning and Investment, Labor, War invalids and Social Affairs, Home Affairs; the Governor of the State Bank of Vietnam; and Heads of relevant agencies, the Steering Committee for corporate reform and development and Board of Directors of Bao Viet Group and Heads of relevant agencies, shall be responsible for implementing this Decision./.