Decree No. 02/CP Approving the Charter on Organization and Operation of Vietnam Chemicals Corporation

DECREE OF THE GOVERNMENT

Approving the Charter on Organization and Operation of Vietnam Chemical Corporation

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THE GOVERNMENT

Pursuant to the Law on the Organization of the Government dated September 30, 1992;

Pursuant to the State Enterprise Law on April 20, 1995;

Considering the proposal of the Board of Directors of Vietnam Chemical Corporation,

DECREE:

Article 1. Approves the Charter on organization and operation of Vietnam Chemical Corporation attached to this Decree.

Article 2. The Minister of Finance, Governor of the State Bank, Minister of Industry, and other Ministers, Heads of Ministries equivalent to Ministries, and Heads of Government Agencies concerned shall base themselves on this Charter to guide the implementation of this Decree.

Article 3. The Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairpersons of People's Committees of provinces and centrally governed cities are responsible for implementing this Decree.

Ministers, Heads of Ministries equivalent to Ministries, Heads of Government Agencies, Chairmen of People's Committees of provinces and centrally governed cities, Board of Directors and General Director of Vietnam Chemical Corporation are responsible for enforcing this Decree./.

CHARTER ON ORGANIZATION AND OPERATION OF VIETNAM CHEMICAL CORPORATION

(Approved by Decree No. 02/CP dated January 25, 1996 of the Government)

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PART I

GENERAL PROVISIONS

Article 1. Vietnam Chemical Corporation (hereinafter referred to as the Corporation) is a state corporation comprising member units with close economic, financial, technological, supply, consumption, service, information, training, research, marketing relations; operating in the chemical industry. The Corporation was established by the Prime Minister to strengthen accumulation, concentration, specialization, and production cooperation to fulfill assigned state tasks, enhance business capacity and efficiency of member units and the entire Corporation, and meet the needs of the economy.

Article 2. The Corporation has the task of trading in chemicals, including researching and developing appropriate business plans in line with the national chemical industry strategy, planning, and development plan, investing, creating investment capital, constructing, producing, transporting, importing and exporting, consuming products, and supplying materials and equipment related to the chemical industry; conducting other business activities in accordance with laws and policies of the state.

Article 3. The Corporation has:

1. Legal personality under Vietnamese law;

2. Charter on organization and operation, management machinery;

3. Capital and proprietary assets, liable for debts within the scope of capital managed by the Corporation;

4. Seal and entitled to open accounts at the National Treasury, domestic and foreign banks;

5. Balance sheet and centralized funds as prescribed by the Government and guided by the Ministry of Finance.

6. International trade name is VIETNAM NATIONAL CHEMICAL CORPORATION, abbreviated as VINACHEM.

7. Main office located in Hanoi city.

Article 4. The Corporation is subject to state management by ministries, agencies equivalent to ministries, government agencies, provincial people's committees, and centrally governed city people's committees; simultaneously, it is subject to management by these agencies as the agency implementing the rights of the owner of state enterprises according to the Law on State Enterprises and other relevant laws.

Article 5. The Corporation is managed by the Board of Directors and operated by the General Director.

Article 6. The Communist Party of Vietnam organization in the Corporation operates in accordance with the Constitution and laws of the Socialist Republic of Vietnam and regulations of the Communist Party of Vietnam.

Trade Union organizations and other political-social organizations in the Corporation operate in accordance with the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section I

RIGHTS OF THE CORPORATION

Article 7.

1. The Corporation has the right to manage and utilize capital, land, natural resources, and other resources provided by the state in accordance with the law to achieve the goals and tasks assigned by the state.

2. The Corporation has the right to delegate to member units the management and utilization of resources received from the state; adjust delegated resources to member units when necessary, in line with the overall development plan of the entire Corporation.

3. The Corporation has the right to invest, form joint ventures, contribute capital shares, purchase part or all of another enterprise's assets in accordance with the law.

4. The Corporation has the right to transfer, replace, lease, mortgage, pledge assets under its management, except for important equipment and factories which must be approved by competent state authorities in accordance with the principle of preserving and developing capital; for land and natural resources under its management and use, it shall comply with corresponding laws.

Article 8. The Corporation has the right to organize management and business operations as follows:

1. Organize management and business structures suitable for the goals and tasks assigned by the state;

2. Update technology and equipment;

3. Establish branches and representative offices of the Corporation domestically and abroad in accordance with the law;

4. Engage in businesses suitable for the goals and tasks assigned by the state; expand business scale according to the Corporation's capacity and market demand; engage in other industries if permitted by competent state authorities;

5. Choose markets and unify market allocation among member units; export and import in accordance with state regulations;

6. Determine price ranges or purchase and sale prices of main products and services, unify minimum export prices and maximum import prices, except for products and services priced by the state;

7. Develop and apply labor norms and unit cost wages within the framework of state norms and unit costs;

8. Delegate the selection, hiring, deployment, training of labor, choosing wage forms, bonuses, and other rights of employers as stipulated by the Labor Code and other laws; determine wage and bonus levels for workers based on unit cost wages, service costs, and the Corporation's operational effectiveness;

9. Invite and host foreign business partners to work with the Corporation in Vietnam. Decide on sending Corporation personnel abroad for work, study, or survey missions; except for the Chairman of the Board of Directors and the General Director, who must obtain permission from the Prime Minister. Other members of the Board of Directors going abroad shall be decided by the Chairman of the Board of Directors. The Deputy General Director and other Corporation personnel going abroad shall be decided by the General Director.

Article 9. The Corporation has the right to manage financial affairs as follows:

1. Utilize the Corporation's capital and funds to meet timely business needs according to the principles of preservation and effectiveness. In cases where capital and funds need to be used for purposes other than those stipulated, it must follow the principle of repayment;

2. Raise capital independently for business activities without changing the form of ownership; issue bonds in accordance with the law; mortgage the value of land use rights attached to assets under the Corporation's management at Vietnamese banks to borrow funds for business activities in accordance with the law;

3. Establish, manage, and utilize centralized funds and basic depreciation funds; the ratio of contributions, management, and utilization of these funds shall be guided by the Ministry of Finance and specified in the Corporation's Financial Regulations;

4. Utilize the remaining profit after fulfilling obligations to the State, establishing a development investment fund, and other funds as prescribed, and distribute them to employees based on their contribution to the Corporation's business results for the year and according to their shares (if applicable);

5. Enjoy subsidies, price supports, or other preferential policies of the State when performing production tasks or providing services for national defense, security, disaster prevention, public welfare activities, or supplying products and services according to the State's pricing policy that does not cover the production costs of such products and services of the Corporation;

6. Enjoy investment or reinvestment preferential regimes as prescribed by the State.

Article 10. The Corporation has the right to refuse and report any demands for resources not provided for by law from any individual or organization, except for voluntary contributions for humanitarian and public welfare purposes.

PART II

OBLIGATIONS OF THE CORPORATION

Article 11.

1. The Corporation is obligated to accept and effectively utilize, preserve, and develop the State capital assigned to it, including the portion invested in other enterprises; accept and effectively utilize land, natural resources, and other resources assigned by the State to achieve business objectives and tasks assigned by the State.

2. The Corporation is obligated to perform:

a) Debts receivable and payable recorded in the balance sheet of the Corporation at the time of its establishment;

b) Repay international credits used by the Corporation according to the Government's decision;

c) Repay credits directly borrowed by the Corporation or credits guaranteed by the Corporation for affiliated units if they are unable to repay, according to guarantee contracts;

Article 12. The Corporation is obligated to manage business operations as follows:

1. Register for business and operate within the registered industry; be responsible before the State for the Corporation's business results and be responsible before customers and the law for products and services provided by the Corporation;

2. Develop and implement a strategic plan, five-year plans, and annual plans consistent with the State's economic and social development strategy, goals, and market needs;

3. Sign and organize the implementation of economic contracts signed with partners;

4. Ensure the State's major balance, meet market demand, and stabilize prices of essential goods and services in accordance with State regulations while operating;

5. Modernize technology and management methods; revenues from asset transfers must be used for reinvestment and modernizing equipment and technology within the Corporation;

6. Fulfill obligations to employees as prescribed by the Labor Code, ensuring employee participation in managing the Corporation;

7. Implement State regulations on resource protection, environmental protection, national defense, and national security;

8. Report statistical data and regular reports as required by the State and extraordinary reports as requested by the owner's representative; be responsible for the authenticity of the reports;

9. Be subject to inspection by the owner's representative; comply with audit regulations set by financial authorities and other competent State agencies as prescribed by law.

Article 13. The Corporation is obligated to manage financial affairs as follows:

1. Adhere to the financial management system and regulations regarding capital, assets, funds, accounting, budgeting, auditing, and other systems prescribed by the State; be responsible for the authenticity and legality of the Corporation's financial activities;

2. Publicly disclose annual financial reports and information to accurately and objectively assess the Corporation's operations as prescribed by the Government;

3. Fulfill tax obligations and other State budget payments as prescribed by law. When assets are transferred between affiliates through capital increase or decrease, no stamp duty is required. Internal transfers of unfinished semi-finished products among affiliates for further completion and internal service transfers among affiliates for production purposes are exempt from turnover tax.

Chapter III

BOARD OF DIRECTORS AND AUDIT BOARD

Article 14.

1. The Board of Directors manages the Corporation's operations, is responsible for the Corporation's development according to State-assigned tasks.

2. The Board of Directors has the following powers and responsibilities:

a) Accept capital (including debts), land, natural resources, and other resources assigned by the State to the Corporation;

b) Review and approve proposals by the General Director regarding the allocation of capital and other resources to affiliated units; monitor and supervise the implementation of these proposals.

c) Inspect and supervise all activities within the Corporation, including the use, preservation, and development of capital and resources assigned; the implementation of resolutions and decisions of the Board of Directors, legal provisions; the fulfillment of obligations to the State;

d) Approve the General Director's proposal to submit to the Prime Minister for approval of the strategy, planning, long-term development plans, five-year plans of the Corporation. Decide on the annual objectives and plans of the Corporation and report to the Prime Minister; approve exploration, exploitation, management, and protection plans for resources of the Corporation, to be assigned by the Director to member units;

đ) Organize the review and submit to the competent authority for approval of investment plans, new investment projects, joint investment projects with foreign entities using capital managed by the Corporation;

e) Submit to the Prime Minister for approval or, if authorized by the Prime Minister, decide on joint venture projects with foreign entities as prescribed by the Government; decide on joint venture projects with domestic entities, large economic contracts. Submit to the Prime Minister for decision on investment projects in Group A; decide on investment projects in Group C and be authorized to decide on some investment projects in Group B; authorize the General Director or the Director of member units to approve small investment projects;

g) Issue and supervise the implementation of economic and technical standards, including wage rates, unit prices and norms in specialized construction, product standards, brand names of goods, product and service prices within the Corporation based on the General Director's proposal and in accordance with general regulations of the industry and the country;

h) Develop and submit to the Prime Minister for approval the Charter and amendments to the Charter regarding the organization and operation of the Corporation. Approve the Charter and Rules of Organization and Operation of member units and amendments to their Charters or Rules of Organization and Operation based on the General Director's proposal. Decide on establishing branch offices and representative offices of the Corporation both domestically and abroad according to legal procedures. Approve organizational management and business operation schemes of the Corporation proposed by the General Director. Propose the establishment, division, merger, or dissolution of member units in accordance with legal provisions;

i) Propose the Minister of Industry to submit to the Prime Minister for decision on the appointment, dismissal, commendation, and disciplinary action against the General Director; submit to the Minister of Industry for decision on the appointment, dismissal, commendation, and disciplinary action against Deputy General Directors and Chief Accountants of the Corporation based on the General Director's proposal; decide on the appointment, dismissal, commendation, and disciplinary action against directors of member units based on the General Director's proposal; decide on the total staffing of the Corporation's management and business operations and adjust it when necessary based on the General Director's proposal;

k) Issue the Financial Regulations of the Corporation after the Ministry of Finance approves the content developed in accordance with the model Financial Regulations applicable to state-owned corporations issued by the Ministry of Finance;

l) Approve proposals from the General Director regarding the formation and use of centralized funds corresponding to the Corporation's business and financial plans;

m) Examine the capital-raising plan (in all forms), guarantee loans; liquidate assets of member units to decide or submit to the Prime Minister for decision according to the principles stipulated in Clause 4, Article 37 of this Charter;

n) Approve quarterly, semi-annual, and annual activity reports of the Corporation, consolidated financial statements (including balance sheets) annually of the Corporation and its member units submitted by the General Director, and request the General Director to publish the annual financial statement in accordance with the regulations of the Ministry of Finance;

o) Issue internal confidentiality rules in business, internal economic information, and protect state secrets in accordance with the law, as proposed by the General Director, to be uniformly applied throughout the Corporation;

3. The Board of Directors consists of 5 members appointed and dismissed by the Prime Minister. The criteria for Board of Directors members are specified in Article 32 of the State Enterprise Law;

4. The Board of Directors includes several full-time members, including the Chairman of the Board of Directors, one member兼任总经理，一名兼任监察长的成员和其他一些经济和技术、经济、财务、企业管理、法律等专业的专家成员，可以是专职或兼职；

5. The Chairman of the Board of Directors shall not concurrently serve as the General Manager of the Corporation;

6. The term of office for Board of Directors members is 5 years. Board of Directors members may be reappointed. Board of Directors members shall be relieved of their duties and replaced in the following cases:

a) Violating laws, violating the Corporation's Charter;

b) Being unable to perform their duties and upon the recommendation of at least two-thirds of incumbent Board of Directors members;

c) Resigning for valid reasons;

d) When there is a decision to transfer or assign other work;

7. The Chairman of the Board of Directors is responsible for organizing the implementation of the tasks and powers of the Board of Directors as stipulated in Clause 2 of this Article;

8. Working system of the Board of Directors:

a) The Board of Directors operates under a collective system, holding regular quarterly meetings to consider and decide on matters within its jurisdiction and responsibilities. When necessary, the Board of Directors may hold extraordinary meetings to address urgent issues of the Corporation, proposed by the Chairman of the Board of Directors, the General Director, the Head of the Supervisory Board, or more than half of the Board of Directors members;

b) The Chairman of the Board of Directors convenes and chairs all Board meetings; in case of justified absence, the Chairman delegates another member of the Board of Directors to chair the meeting.

c) Meetings of the Board of Directors shall be deemed valid when at least two-thirds of the members are present. Meeting documents for the Board of Directors must be sent to all Board of Directors members and invited representatives five days before the meeting date. The contents and conclusions of the Board of Directors meetings must be recorded in minutes and signed by all attending Board of Directors members. Resolutions and Decisions of the Board of Directors become effective when more than 50% of the total number of Board of Directors members vote in favor. Board of Directors members have the right to reserve their opinions.

d) When the Board of Directors convenes to examine strategic development issues, planning and five-year and annual plans, major investment projects, joint ventures with foreign countries, annual financial reports, issuance of economic and technical standards systems of the Corporation, they must invite representatives from relevant Ministries and sectors to attend; in cases involving important matters related to local authorities, representatives from the People's Committee of the province must be invited to attend; in cases concerning the rights and obligations of employees, representatives from the trade union must be invited to attend. Representatives from invited agencies and organizations have the right to speak but not to participate in voting; if they discover that Board of Directors resolutions and decisions harm common interests, they have the right to submit written recommendations to the Board of Directors and simultaneously report to the head of their agency for consideration and resolution within their authority. In necessary cases, the head of this agency may report to the Prime Minister.

đ) Resolutions and Decisions of the Board of Directors are binding on all individuals and units within the entire Corporation. In case the General Director's opinion differs from the Board of Directors' Resolutions and Decisions, the General Director has the right to reserve his opinion and make recommendations to the competent state authority for handling; during the time awaiting a decision from the competent state authority, the General Director still must comply with the Board of Directors' Resolutions and Decisions.

e) Operating costs of the Board of Directors and the Supervisory Board, including salaries and allowances for Board of Directors and Supervisory Board members and staff assisting the Board of Directors, are included in the management fees of the Corporation. The General Director ensures the necessary conditions and means for the Board of Directors and the Supervisory Board to perform their duties.

Article 15. Assistance to the Board of Directors:

1. The Board of Directors uses the operational machinery and seal of the Corporation to fulfill its tasks.

2. The Board of Directors may employ no more than five full-time staff assistants.

3. The Board of Directors establishes a Supervisory Board to assist the Board of Directors in implementing oversight and supervision over the General Director, the operational machinery, and other Corporation members in managerial activities, financial operations, compliance with the Corporation Charter, Board of Directors Resolutions and Decisions, and adherence to laws.

Article 16. Rights and responsibilities of Board of Directors members:

1. Full-time members are classified according to State civil servant ranks and receive salaries based on the wage distribution system for state-owned enterprises as prescribed by the Government, and are entitled to bonuses corresponding to the Corporation's operational performance. Part-time members receive responsibility allowances and bonuses as prescribed by the Government.

2. Board of Directors members:

a) Shall not place themselves in a position that limits their ability to act with integrity, impartiality, or creates conflicts between the Corporation's interests and personal interests.

b) Shall not abuse their positions to benefit personally or engage in actions that deprive the Corporation of business opportunities, causing damage to the Corporation's interests.

c) Shall not act beyond the powers of the Board of Directors as stipulated in this Charter.

3. Board of Directors members who are Chairperson or General Director shall not establish private businesses, limited liability companies, or joint-stock companies under their own names; shall not hold management or operational positions in such entities; and shall not enter into economic contracts with private businesses, limited liability companies, or joint-stock companies where their spouses, parents, children, or relatives hold management or operational positions.

4. Spouses, parents, children, brothers, sisters, and half-siblings of the Chairperson of the Board of Directors and the General Director shall not hold the position of Chief Accountant or Cashier at the Corporation and its subsidiaries.

5. All Board of Directors members share responsibility before the Prime Minister and the law for all Resolutions and Decisions of the Board of Directors; in case they fail to complete assigned tasks, violate the Corporation Charter, make erroneous decisions or exceed their authority, abuse power, or cause losses to the Corporation and the State, they must bear responsibility and compensate for material damages caused by them according to the law.

Article 17. Supervisory Board

1. The Supervisory Board consists of five members, including one member appointed as the head of the board by the Board of Directors and four other members appointed, relieved, rewarded, or disciplined by the Board of Directors; it includes one accounting specialist, one member introduced by the General Workers' and Employees' Congress of the Corporation, one member introduced by the Minister of Industry, and one member introduced by the Director of the State Capital and Asset Management Agency at Enterprises.

2. Supervisory Board members must not be spouses, parents, siblings, or half-siblings of the General Director, Deputy General Director, or Chief Accountant of the Corporation, and shall not concurrently hold any position in the Corporation's operational machinery or any position in other enterprises in the same economic and technological sector as the Corporation.

3. Supervisory Board members must meet the following criteria:

a) They must be specialists in accounting, auditing, economics, or technology; and understand the law.

b) They must have at least five years of experience in these fields.

c) Having no criminal record or prior offenses related to economic crimes.

4. The term of office for members of the Supervisory Board is five years. During their tenure, if they fail to fulfill their duties, they will be replaced.

5. Members of the Supervisory Board shall receive salaries and bonuses determined by the Board of Directors in accordance with state management regulations.

Article 18. Duties, powers, and responsibilities of the Supervisory Board:

1. Implement tasks assigned by the Board of Directors regarding the inspection and supervision of the General Director's management activities, the support staff, and the units under the总公司下的分公司在财务活动、遵守法律法规、公司章程、董事会决议和决定方面的运营情况；

2. Report to the Board of Directors on a quarterly and annual basis, and as events occur, about the results of their inspections and supervisions; promptly identify and report to the Board of Directors on any abnormal activities or signs of illegal conduct within the company;

3. Shall not disclose the results of inspections and supervisions without permission from the Board of Directors; shall bear responsibility before the Board of Directors and the law if intentionally ignoring or covering up illegal acts;

Chapter IV

THE GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 19.

1. The General Director is appointed, relieved of duty, rewarded, and disciplined by the Prime Minister upon the proposal of the Board of Directors and the Minister of Industry. The General Director represents the legal entity of the company and is responsible before the Board of Directors, the Prime Minister, and the law for managing the company's operations. The General Director is the highest authority in charge of operations within the company.

2. Deputy General Directors assist the General Director in managing one or more areas of the company's operations as assigned by the General Director and are responsible before the General Director and the law for the tasks assigned by the General Director.

3. The Chief Accountant of the company assists the General Director in directing and organizing accounting and statistical work of the company, exercising rights and performing duties as prescribed by law.

4. The Office and specialized departments of the company have the function of advising and assisting the Board of Directors and the General Director in management and operational activities.

Article 20. The General Director has the following duties and powers:

1. Together with the Chairman of the Board of Directors, sign and accept capital (including debts), resources, land, and other assets from the State for management and use according to the goals and tasks assigned by the State to the company. Allocate the received State resources to the units under the company according to the plan approved by the Board of Directors. Propose the Board of Directors to adjust capital and other resources when reallocating them to the units under the company and adjust when there are changes in the tasks of the units under the company through increasing or decreasing capital;

2. Use capital efficiently, preserve and develop it according to the plan approved by the Board of Directors. Develop a capital-raising plan to submit to the Board of Directors for approval and organize its implementation. Carry out and direct the company's financial institution to implement capital raising and lending to meet the capital needs of the company and its units;

3. Develop the company's development strategy, long-term and annual plans, activity programs, resource protection and exploitation plans, new investment projects and deepened investments, foreign joint venture investment projects, joint venture plans, business cooperation plans of the units under the company, training and development plans for cadres within the company, measures to implement large-scale economic contracts to submit to the Board of Directors for consideration and decision or to relevant state authorities for decision. Organize the implementation of strategies, plans, schemes, and projects that have been approved;

4. Manage the company's business activities and be responsible for the business results of the company; carry out major national tasks assigned to the company; be responsible before the Board of Directors, the Prime Minister, and the law for implementing major balances and stabilizing domestic chemical product prices;

5. Develop and submit to the Board of Directors for approval economic and technical norms, product quality standards, wage rates, unit prices, and norms in specialized construction in line with general industry and state regulations. Organize and supervise the implementation of these norms, standards, and unit prices throughout the company;

6. Propose the Board of Directors to submit to the Minister of Industry for decision on the appointment, dismissal, reward, and punishment of Deputy General Directors and the Chief Accountant of the company; propose the Board of Directors to decide on the appointment, dismissal, reward, and punishment of Unit Directors. Decide on the appointment, dismissal, reward, and punishment of Deputy Directors, Unit Accountants, and Directors of subordinate units under Unit Directors and equivalent positions based on proposals from Unit Directors. Decide on the appointment, dismissal, reward, and punishment of heads and deputies of departments or offices, and the Director and Deputy Director of the company's Office;

7. Develop and submit to the Board of Directors for approval the total staffing plan for the company's management and business structure and adjustment plans when changing the organization and staffing of the company's management and business structure and its units; establish and directly lead the support staff; inspect the implementation of the staffing plan for the management and business structures of the units under the company; submit to the Board of Directors for approval the Articles of Association and Rules of Organization and Operation of the units under the company developed by the Unit Directors; approve the establishment, restructuring, and dissolution plans for subordinate units under the company proposed by the Unit Directors;

8. Develop and submit to the Board of Directors for approval Labor Regulations; Wage, Reward, and Punishment Regulations; Confidentiality Rules applicable within the company;

9. Manage the operations of the Corporation in accordance with the Resolutions and Decisions of the Board of Directors; report to the Board of Directors and competent state agencies on the business results of the Corporation, including quarterly, semi-annual, and annual reports, consolidated financial statements, and balance sheets of the Corporation.

The consolidated financial statement must clearly distinguish between the centralized accounting portion of the Corporation and the independent accounting portions of its member units, to be submitted for approval by the Board of Directors. The consolidated financial statement must be based on audited documents.

10. Implement and monitor the fulfillment of tax obligations and other payments by member units in accordance with laws and regulations. Develop profit distribution plans after taxes for submission to the Board of Directors for approval in accordance with state regulations.

11. Provide all required documents to the Board of Directors and the Audit Committee. Prepare documents for Board of Directors meetings.

12. Be subject to inspection and supervision by the Board of Directors, the Audit Committee, and competent state agencies regarding the execution of management duties.

13. Have the authority to apply measures beyond their jurisdiction in emergency situations (natural disasters, enemy threats, fires, accidents), and bear responsibility for such decisions; simultaneously report immediately to the Board of Directors and competent state agencies for further action.

Chapter V

THE WORKING COLLECTIVE IN THE CORPORATION

Article 21. The General Assembly of Workers and Staff of the Corporation is a direct form for workers to participate in managing the Corporation. The General Assembly of Workers and Staff has the following rights:

1. Participate in discussing the drafting of collective labor agreements for the representative of the working collective to negotiate and sign with the General Director.

2. Discuss and approve the regulations governing the use of funds directly related to the interests of workers within the Corporation.

3. Discuss and provide opinions on planning, evaluating the effectiveness of business management, proposing labor protection measures, improving working conditions, material and spiritual life, environmental hygiene, training and retraining of workers within the Corporation.

4. Nominate candidates to join the Board of Directors and the Audit Committee.

Article 22. The General Assembly of Workers and Staff operates according to guidelines from the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 23.

1. The Corporation has member units which are independent-accounting state-owned enterprises, dependent-accounting enterprises, and public service units (the list of member units is recorded in the Appendix attached to this Charter).

2. Member units of the Corporation have seals and bank accounts opened in accordance with their accounting methods.

3. Independent-accounting enterprises and dependent-accounting enterprises have separate Charters for organization and operation; public service units of the Corporation have separate Regulations for organization and operation. These Charters and Regulations are approved by the Board of Directors in compliance with the law and the Charter of the Corporation.

Article 24. Independent-accounting state-owned enterprise members:

1. An independent-accounting state-owned enterprise that is a member of the Corporation has the right to independently manage its business and finances, and is bound by benefits and obligations towards the Corporation as stipulated in the Corporation's Charter.

2. The Board of Directors and General Director of the Corporation have the following rights over independent-accounting enterprise members:

a) Delegate the General Manager of the enterprise to manage and operate the enterprise in accordance with the enterprise's Charter approved by the Corporation's Board of Directors. The General Manager of an independent-accounting enterprise is responsible to the Corporation's Board of Directors and General Director, and to the law for the enterprise's activities.

b) Appoint, dismiss, reward, and discipline the General Manager, Deputy General Manager, Chief Accountant of the member enterprise, General Manager of subordinate units of the member enterprise, and equivalent positions.

c) Approve plans, monitor plan implementation, settle financial accounts; set levels for establishing incentive and welfare funds at the enterprise in accordance with guidelines from the Ministry of Finance and consistent with the Corporation's financial regulations.

d) Extract basic depreciation funds and post-tax profits according to the regulations of the Ministry of Finance and detailed in the Corporation's Financial Regulations to establish centralized funds of the Corporation for reinvestment purposes, implementing investment projects in member units.

đ) Approve expansion investment plans, deepening investment plans, joint venture cooperation plans, capital supplementation, partial capital recovery, and share transfer plans under the Corporation's management currently held by member enterprises.

e) Coordinate financial resources, including foreign currencies, among member units to use capital most effectively throughout the Corporation, on the principle of ensuring that the total assets of an enterprise whose capital is reduced do not fall below the total debt plus the adjusted registered capital corresponding to the enterprise's mission or scale.

g) Approve wage payment forms, unit prices for wages, and measures to ensure living standards and working conditions for employees of the enterprise.

h) Decide to expand or reduce the scope of business of member enterprises according to the Corporation's overall development strategy.

i) Approve the Charter of the enterprise's organization and operation, which specifies the delegation of authority to the enterprise's General Manager regarding: establishment of the enterprise's management structure; recruitment, rewards, promotions, disciplinary actions for staff; credit limits (loans, lending, delayed payments); purchase and sale of fixed assets, shares of joint-stock companies; purchase and sale of invention and patent rights, technology transfer; participation in joint ventures and economic associations; other issues related to the autonomy of a state-owned enterprise member of the Corporation as prescribed by the Law on State-Owned Enterprises.

k) Inspect the operations of the enterprise and require the enterprise to report on its financial situation and business results.

Article 25. Members of the Corporation are independent accounting enterprises responsible for their debts and commitments within the scope of capital managed and utilized by the enterprise, specifically as follows:

1. In strategy and development investment:

a) The enterprise is assigned to organize and implement development investment projects according to the Corporation's plan. The enterprise is allocated resources by the Corporation to carry out the project;

b) The enterprise independently invests in construction works and development projects not directly managed by the Corporation. In this case, the enterprise raises funds on its own and bears financial responsibility regarding finance.

2. In business operations, the enterprise builds and implements its plans based on:

a) Ensuring the objectives, indicators, major balances, key economic-technical norms (including unit prices and prices) of the enterprise in accordance with the Corporation's overall plan;

b) Expanding business plans based on optimal utilization of all resources available and raised by the enterprise, in line with market demand.

3. In financial activities and economic accounting:

a) The enterprise receives a portion of state capital and resources allocated to the Corporation, which the Corporation reassigns to the enterprise. The enterprise has the duty to preserve and develop this capital and resources;

b) The enterprise has the right to raise capital and other credit sources in accordance with the law to implement its business and development investment plans;

c) The enterprise may establish a basic construction investment fund, a production development fund, a reward fund, a welfare fund, and a financial reserve fund in accordance with the enterprise's charter approved by the Board of Directors and the guidelines of the Ministry of Finance. The enterprise has the obligation to contribute to and utilize centralized funds of the Corporation as stipulated in the Corporation's charter and decisions of the Board of Directors;

d) The enterprise is responsible for paying various types of taxes and other financial obligations (if any) as prescribed by law;

đ) The enterprise may be authorized by the Corporation to enter into contracts with domestic and foreign customers on behalf of the Corporation.

4. In organizational, staff, and labor matters:

a) The enterprise has the right to request the Corporation to consider and decide or be authorized by the Corporation to decide on the establishment, restructuring, dissolution of affiliated units and the organization of the management structure of the enterprise in accordance with the Corporation's charter and the enterprise's specific charter;

b) Within the staffing limits permitted by the Corporation, the enterprise has the right to select, arrange employment, or terminate employment for workers and officials working in its management and business structures. Appointments and dismissals of managerial positions in the enterprise's management structure and affiliated units; salary arrangements follow the Corporation's regulations as stipulated in this Charter;

c) The enterprise has the responsibility to develop human resources to ensure the implementation of the enterprise's development strategy and business tasks; improve working conditions and living conditions of employees in accordance with the Labor Code and Trade Union Law.

Article 26. Dependent accounting enterprises are members:

1. Have the right to operate independently according to the Corporation's classification, subject to obligations and benefits towards the Corporation. The Corporation is ultimately responsible for financial obligations arising from the commitments of these units;

2. Have the right to sign economic contracts, actively conduct business and financial activities, organization, and personnel according to the Corporation's classification. The rights and responsibilities of dependent accounting enterprises are detailed in the organizational and operational charter of the unit approved by the Board of Directors.

Article 27. Service units have organizational and operational regulations approved by the Board of Directors; operate under the independent accounting system where revenue covers expenses, generate income from service provision, research contracts, and training for domestic and foreign units; enjoy reward and welfare funds according to the system, if lower than the average level of the Corporation, they may be supported from the Corporation's reward and welfare funds.

Article 28.

1. The financial company is an independent accounting member enterprise of the Corporation, operating in accordance with laws and directives of the State Bank Governor, the Corporation's organizational and operational charter approved by the Board of Directors, and under the management of the Corporation General Director.

2. The financial company fulfills the task of raising capital to lend to meet the capital needs of the Corporation and its member enterprises through preferential government loans, commercial banking credits, and financial organizations both domestically and internationally; issuing stocks, corporate bonds, project bonds, buying and selling securities and valuable documents in accordance with the law; raising idle capital from employees within the Corporation and units in the economic-technical sector that the Corporation operates.

3. The financial company raises capital for the Corporation's investment projects, performs other services as stipulated in the Corporation's charter and the Financial Company Regulations within the Corporation issued by the State Bank. For large projects, the direct investor signs the contract, and the financial company serves in a service capacity.

4. Units using the financial company's capital follow the principle of borrowing and repaying, implementing internal interest rates proposed by the financial company and approved by the Corporation General Director with the authorization of the Board of Directors.

Chapter VII

MANAGEMENT OF THE CORPORATION'S SHARE CAPITAL IN OTHER ENTERPRISES

AND OF MEMBER ENTERPRISES' SHARE CAPITAL IN OTHER ENTERPRISES

Section I

MANAGEMENT OF THE CORPORATION'S SHARE CAPITAL IN OTHER ENTERPRISES

Article 29. Regarding the Corporation's share capital invested in other enterprises, the Corporation's Board of Directors has the following rights and obligations:

1. Approve the capital contribution plan developed by the General Director to decide on or submit to the competent state authority for decision-making according to the分级授权规定在本章程第14条第2款第e项中的分级授权；

2. At the General Director's proposal, decide on appointing, dismissing, rewarding, and disciplining the person directly managing the portion of capital of the Corporation invested in enterprises with the Corporation's contributed capital;

3. Supervise and inspect the use of the Corporation's capital invested in other enterprises; be responsible for the effectiveness of capital use, preservation, and development, and profit from the Corporation's capital invested in other enterprises.

Article 30. Rights and obligations of the person directly managing the Corporation's capital invested in other enterprises:

1. Participate in management and operational positions in enterprises with the Corporation's contributed capital according to the enterprise's Charter;

2. Monitor and supervise the operation situation in these enterprises;

3. Implement reporting systems and be accountable to the Corporation's Board of Directors regarding the Corporation's capital invested in these enterprises.

PART II

MANAGEMENT OF CAPITAL CONTRIBUTIONS FROM MEMBER ENTERPRISES

INDEPENDENT ACCOUNTING AT OTHER ENTERPRISES

Article 31. Member enterprises with independent accounting may contribute capital to other enterprises according to the Corporation's分级授权. For the portion of capital contributed by member enterprises to other enterprises, the Director has the following rights and obligations to manage this capital:

1. Develop the capital contribution plan for the General Director to submit to the Corporation's Board of Directors for approval;

2. Appoint, dismiss, reward, and discipline the person directly managing the member enterprise's capital invested in other enterprises;

3. Supervise and inspect the use of the member enterprise's contributed capital; be responsible for the effectiveness of capital use, preservation, and development; and earn profits from the member enterprise's capital invested in other enterprises.

Article 32. Rights and obligations of the person directly managing the member enterprise's capital invested in other enterprises:

1. Participate in management and operational positions in enterprises with the member enterprise's contributed capital according to the enterprise's Charter;

2. Monitor and supervise the business operation situation in enterprises with the member enterprise's contributed capital;

3. Implement reporting systems as prescribed by the Director; be accountable to the Corporation's Board of Directors and the Director regarding the effectiveness of the member enterprise's capital use at the enterprise where they are appointed to participate in management and operations.

Section III

JOINT VENTURE UNITS

Article 33. Joint venture units in which the Corporation or its member enterprises participate shall be managed, operated, and conducted according to the Law on Foreign Investment, the Company Law, and other relevant laws of Vietnam. The Corporation or its member enterprises shall fulfill all rights, obligations, and responsibilities towards these joint ventures concerning financial activities as stipulated by law and in accordance with signed contracts.

Chapter VIII

FINANCIAL AFFAIRS OF THE CORPORATION

Article 34. The Corporation implements a comprehensive accounting system and financial autonomy in business operations in accordance with the Law on State-Owned Enterprises, other legal provisions, and the Corporation's Charter.

Article 35.

1. The charter capital of the Corporation includes:

a) Capital assigned by the State at the time of the Corporation's establishment;

b) Additional State investment capital (if any);

c) Profit after tax allocated to supplement capital according to current regulations;

d) Other sources of capital if any.

2. When increasing or decreasing the charter capital, the Corporation must adjust it promptly in the balance sheet and announce the adjusted charter capital of the Corporation.

Article 36.

1. The Corporation is established and uses centralized funds to ensure high efficiency in the development process.

2. Centralized funds of the Corporation are established according to the Corporation's Charter, detailed in the Financial Regulations of the Corporation, and decided by the Board of Directors, including:

a) A development investment fund established from basic depreciation funds and profits of member units as prescribed by the Ministry of Finance, income from the Corporation's capital invested in enterprises, and other sources.

Basic depreciation funds and reinvestment profits of dependent units under the Corporation are concentrated at the Corporation for annual investment plans.

When the Corporation mobilizes basic depreciation funds from independently-accounted enterprises, it must follow the principle of loan repayment with internal interest rates approved by the General Director based on the Board of Directors' authorization and guidelines from the Ministry of Finance. In cases requiring expansion of production capacity, the Corporation may mobilize basic depreciation funds from independently-accounted member enterprises through a reduction in their capital; it shall not mobilize basic depreciation funds from fixed assets that have not yet repaid their debts.

b) A centralized scientific research and training fund provided to units undertaking scientific research, training, and retraining of staff throughout the Corporation, established from production development funds of member units, vocational education funding from the state budget (if any), and other sources, including income from implementing scientific research and training services and contracts signed with domestic and foreign enterprises and public institutions;

c) Financial reserve funds, incentive funds, welfare funds are established according to the guidelines of the Ministry of Finance. Specific allocation and payment levels for these funds and their usage are stipulated in the Corporation's Financial Regulations.

Article 37. Financial Autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, balancing revenues and expenditures, and is responsible for preserving and developing the Corporation's business capital, including the portion invested in other enterprises.

2. The Corporation is responsible for settling debts recorded in the Corporation's balance sheet and other financial commitments (if any).

3. The Corporation inspects and supervises financial activities throughout the Corporation.

4. All credit relationships (loans, lending, delayed payment purchases and sales, and guarantees) between the Corporation and external partners outside the Corporation must comply with the分级限制规定，由财政部制定。

5. The Corporation is responsible for building, submitting, and registering financial plans and balance sheets of the Corporation to report to competent authorities and to settle annual accounts with the Ministry of Finance. The Ministry of Finance will inspect and approve the Corporation's annual settlement.

6. The Corporation is responsible for paying taxes and other contributions according to current laws and the Corporation's financial regulations, except for taxes already paid by member units, which can be used as post-tax profits according to current regulations.

7. Profits obtained by the Corporation or its member units from capital contributions to other enterprises do not need to be taxed if such enterprises have already paid corporate income tax before distributing dividends to shareholders.

8. Financial activities between member units of the Corporation must comply with the Corporation's Charter and Financial Regulations.

9. The material liability of the Corporation in business relations and civil relations is limited to the total amount of the Corporation's registered capital at the most recent announcement.

10. The Corporation must strictly implement the Accounting and Statistics Ordinance, current accounting systems, and financial reporting requirements for state-owned enterprises.

11. The Corporation is subject to financial inspection and supervision of its business operations by state agencies with authority as prescribed by law.

Chapter IX

RELATIONSHIP BETWEEN THE CORPORATION

AND STATE AGENCIES AND LOCAL AUTHORITIES

Article 38. Relationship with the Government.

The Corporation:

1. Adheres to the law and strictly implements government regulations related to the Corporation and state-owned enterprises;

2. Implements strategic planning for the development of the Corporation within the overall national industry and territorial development plans;

3. Adheres to regulations on establishment, division, merger, dissolution; organizational and personnel policies; financial, credit, tax, profit distribution systems; accounting and statistical systems;

4. Is subject to inspection and audit by state agencies regarding the implementation of laws, policies, and systems at the Corporation;

5. Proposes and recommends management mechanisms and policies for the Corporation;

6. Manages and uses capital, assets, land, resources, and other resources assigned by the state to fulfill business tasks and must preserve and develop these resources;

7. Enjoys subsidies, price supports, and other benefits as stipulated by the Government.

Article 39. Relationship with the Ministry of Finance.

1. The Corporation is under the State control of the Ministry of Finance regarding:

a) Compliance with financial, accounting, tax, and accounting organization systems;

b) Financial auditing and internal auditing of the Corporation.

2. The Ministry of Finance is authorized by the Government to exercise certain controlling owner rights over the Corporation including:

a) Determining the capital, resources, and other resources assigned to the Corporation for management and use;

b) Inspecting the effective use, preservation, and development of assigned capital and resources through annual settlement reports;

c) Approving the Corporation's annual settlement;

d) Approving the Corporation's Financial Regulations for the Board of Directors to promulgate.

3. The Corporation is subject to financial inspection and other issues within the jurisdiction of the Ministry of Finance.

4. The Corporation has the right to propose financial, credit, and other relevant policies; and to request the Ministry of Finance to approve large asset transfers, credit transactions exceeding limits, financial obligations, post-tax profit distribution, and asset liquidation within the Corporation, and supplementary budgetary funds.

Article 40. Relationship with the Ministry of Industry.

1. As the state management agency for the chemical industry, the Ministry of Industry controls the Corporation in terms of:

a) Issuing product standards, technology standards, including individual equipment and imported integrated equipment; sectoral quotas for chemicals, and directly supervising the Corporation's compliance with these standards and quotas;

b) Developing and issuing industry development plans and directions; directly inspecting the Corporation's compliance with these plans;

c) The Corporation is responsible for implementing the above regulations of the Ministry of Industry and may recommend to the Ministry regarding these matters.

2. With the task of exercising some state owner rights delegated by the state, the Ministry of Industry controls the Corporation in terms of:

a) Establishing, dividing, merging, reorganizing, and dissolving member units of the Corporation within the scope of authority delegated by the Prime Minister;

b) Together with the agency delegated by the Prime Minister, preparing to submit to the Prime Minister for the appointment, dismissal, commendation, and disciplinary action of members of the Board of Directors and General Manager of the Corporation;

c) Appointing, dismissing, commending, and disciplining Deputy General Managers and Chief Accountants of the Corporation; recommending candidates for the Supervisory Board of the Corporation;

d) Participating in capital allocation and other resources provided by the Corporation, inspecting the Corporation's operations; the Corporation is responsible for reporting according to state regulations and the requirements of the Ministry of Industry;

e) Directing the Corporation to ensure national balance, stabilize prices, and meet market demands for essential goods and services as stipulated by the state that the Corporation is engaged in;

f) The Corporation is also subject to the Ministry of Industry's oversight within the scope of other functions of the Ministry as prescribed by law.

Article 41. Other Ministries, agencies equivalent to Ministries, and government agencies, as state management agencies, control the Corporation in terms of:

1. Implement economic and technical norms, product standards, and product quality standards consistent with industry standards and national standards relevant thereto;

2. Comply with regulations on natural resource protection and environmental protection;

3. Participate in the appraisal of investment projects in accordance with the economic and technical development strategies and regional economic planning relevant thereto;

4. Adhere to regulations concerning foreign relations and import-export activities;

5. Ensure the implementation of rights and obligations towards employees within the Corporation in accordance with the provisions of the law;

6. The Corporation shall be subject to inspection, audit, and supervision by these agencies in areas within their functions as prescribed by law;

7. The Corporation has the right to propose policies, mechanisms, and solutions related to the above contents to these agencies;

Article 42. With respect to local authorities, as state management agencies within their territorial jurisdiction, the Corporation shall be subject to state management and comply with administrative regulations and obligations towards People's Councils and People's Committees at all levels as prescribed by law;

Chapter X

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 43. The restructuring of the Corporation shall be proposed by the Board of Directors for consideration and decision by the Prime Minister;

Article 44. The Corporation shall be dissolved if the Prime Minister deems it unnecessary to maintain the Corporation. Upon the dissolution decision of the Corporation, the Prime Minister shall establish a Dissolution Committee. The assets of the dissolved Corporation, after settling debts as prescribed by law, shall belong to the State;

Article 45. The restructuring, division, merger, dissolution, supplementation, and establishment of new member units of the Corporation shall be proposed by the Board of Directors for consideration and decision by the Prime Minister;

Article 46. In case the Corporation and its member units lose the ability to pay maturing debts, they shall be handled in accordance with the Bankruptcy Law;

Chapter XI

IMPLEMENTING PROVISIONS

Article 47. These Articles apply to the Vietnam Chemical Corporation. All individuals and member units of the Vietnam Chemical Corporation are responsible for implementing these Articles. These Articles shall take effect from the date of signing the Decree approving them;

Article 48.

1. Member units of the Corporation shall base their Articles of Association or organizational and operational regulations on the State Enterprise Law and the Articles of Association of the Corporation to submit to the Board of Directors for approval. The Articles of Association and Regulations of member units of the Corporation must not contravene the Articles of Association of the Corporation;

2. In cases where it is necessary to supplement or amend the Articles of Association of the Corporation, the Board of Directors shall submit to the Prime Minister for decision. When member units of the Corporation amend or supplement their Articles of Association or organizational and operational regulations, they must be submitted by the General Director to the Board of Directors of the Corporation for decision;

Article 49. In cases where government documents, documents of ministries, ministerial-level agencies, governmental agencies, provincial People's Committees, municipal People's Committees under central administration, and enterprise establishment decisions provide different provisions from these Articles, these Articles shall prevail./.