Decision No. 04/2005/QD-BCN On Approving the Charter of Organization and Operation of Ha Noi Textile-Wear Company (Hanosimex)

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation

of Ha Noi Textile - Garment Company

THE MINISTER OF INDUSTRY

Pursuant to Decree No. 55/2003/NĐ-CP dated May 28, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Industry;

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

Considering the proposal of the Board of Directors of Vietnam Textile - Garment Holding Corporation (Proposal No. 2175/TT-HĐQT dated November 26, 2004);

At the suggestion of the Director of the Department of Organization and Cadres,

DECISION:

Article 1. Approves the Articles of Organization and Operation of Ha Noi Textile - Garment Company, an independent accounting subsidiary of Vietnam Textile - Garment Holding Corporation, piloting the organization and operation under the parent-subsidiary model.

Article 2. This Decision takes effect fifteen days from the date of publication in the Official Gazette.

The Head of the Ministry's Office, the Inspector General of the Ministry, Heads of Departments and Bureaus under the Ministry, the Chairman of the Board of Directors, the General Director of Vietnam Textile - Garment Holding Corporation, and the General Director of Ha Noi Textile - Garment Company are responsible for implementing this Decision./.

CHARTER

Organization and Operation of Ha Noi Textile-Garment Company

(Issued together with Decision No. 04/2005/QĐ-BCN

dated February 16, 2005 of the Minister of Industry)

PART I

GENERAL PROVISIONS

Article 1. Interpretation of terms in the Articles

In these Articles, the following terms shall be understood as follows:

1. Ha Noi Textile - Garment Company (Hanosimex) is the parent company after transitioning to operate under the parent-subsidiary model, organized and operating according to the provisions of these Articles and the law.

2. Vinatex is the trading name of Vietnam Textile - Garment Holding Corporation - the direct representative of the state owner of Hanosimex.

3. Parent-Subsidiary Group of Ha Noi Textile - Garment Company (hereinafter referred to as the Parent-Subsidiary Group) includes Hanosimex and subsidiaries of Hanosimex. The Parent-Subsidiary Group does not have legal personality.

4. Subsidiary is a company with controlling shares or capital contributions from Hanosimex.

5. Associated Company is a company with non-controlling shares or capital contributions from Hanosimex.

6. Controlling Shares, Controlling Capital Contributions are shares or capital contributions of Hanosimex exceeding 50% of the charter capital of the subsidiary.

7Control Rights are the rights of Hanosimex to decide or influence the subsidiary and associated companies regarding their articles of operation, key personnel, management structure, market sales, business strategy, investment orientation, and other important matters as stipulated in the subsidiary's and associated company's articles of operation and the law.

Conditions for Hanosimex to have control rights over subsidiaries are that the parent company, as the owner or shareholder, holds more than 50% of the charter capital of the subsidiaries.

Conditions for Hanosimex to have control rights over associated companies are that the parent company holds ownership rights to "product brands," "technological secrets," and "sales markets" of the associated companies, as recorded in the associated company's articles of operation.

8. Charter Capital is the capital contributed by all owners and shareholders in a company and recorded in the company's articles of operation.

9. Investment Income is income received by Hanosimex from its investments.

10. Investments Outside Hanosimex are contributions made by Hanosimex to the charter capital of subsidiaries and associated companies and other forms as prescribed by relevant laws.

11. Financial Regulations of Hanosimex are documents stipulating principles for regulating financial activities of Hanosimex consistent with Vinatex's Financial Regulations and the law.

12. Representative is a person appointed by Hanosimex to participate in managing subsidiaries and associated companies and report on such management to Hanosimex.

Article 2. Parent Company

1. The parent company is the Hanoi Textile - Garment Corporation established pursuant to Decision No. 177/2004/QĐ-BCN dated December 30, 2004 of the Minister of Industry on transferring the Hanoi Textile - Garment Corporation, an independent accounting subsidiary of Vinatex, to pilot organization and operation under the parent company - subsidiary model within the structure of the Vietnam Textile - Garment Corporation Group.

2. Name of the parent company:

a) Vietnamese name: Hanoi Textile - Garment Corporation;

b) International trading name: HANOI TEXTILE - GARMENT COMPANY;

c) Abbreviation of the parent company: HANOSIMEX.

3. The main office of the parent company is located at No. 1 Mai Dong, Hoang Mai District, Hanoi.

4. The parent company has a branch in Hai Phong.

5. Organizational form and legal personality:

a) Hanosimex is a state-owned enterprise operating under the Law on State-Owned Enterprises and relevant laws, directly carrying out production and business activities and investing financial resources into subsidiaries and associated companies;

b) Hanosimex is an independent accounting subsidiary of Vinatex, operating autonomously in accordance with the Charter of Vinatex and the strategy decided by the Board of Directors of Vinatex;

c) Hanosimex has legal personality, its own seal, and is entitled to open Vietnamese dong and foreign currency accounts at domestic and foreign banks in accordance with the law and the Financial Regulations of Hanosimex;

d) Hanosimex has its own capital and assets, and is liable for debts and other financial obligations with all of the parent company's assets;

đ) Hanosimex has the right to own, use, and dispose of the name and logo of Hanosimex in accordance with the law.

Article 3. Subsidiaries and Associated Companies

1. Subsidiary is a company with controlling equity or shares of Hanosimex, including:

a) Joint-stock company operating under the Enterprise Law;

b) Other types of companies as prescribed by law.

2. Associated company is a company with non-controlling equity or shares of Hanosimex, organized as a joint-stock company operating under the Enterprise Law and other types of companies as prescribed by law.

(List of subsidiaries and associated companies attached as an appendix to this Charter).

Article 4. Objectives and Tasks of Hanosimex

1. Objective of Hanosimex: To become a leading producer and distributor of textile and garment products and services in Vietnam, reputable both domestically and internationally.

2. Tasks of Hanosimex:

a) Directly manage Vinatex's investment capital in the parent company and in the parent company - subsidiary group;

b) Manage the parent company - subsidiary group to preserve and develop capital, achieve the highest efficiency in capital utilization for Hanosimex, but not directly manage subsidiaries and associated companies;

c) Enhance and achieve the highest operational efficiency of the parent company - subsidiary group in line with Vinatex's strategy and provide support services to subsidiaries and associated companies;

d) Monitor the operations of subsidiaries and associated companies and generate profits from investments in these companies;

đ) Exercise property rights and shareholder rights corresponding to the portion of capital owned or invested by Hanosimex in subsidiaries and associated companies;

e) Be responsible to Vinatex for the strategy and operations of the parent company - subsidiary group;

g) Optimize profits and generate commercial income from Vinatex's investment capital.

Article 5. Scope of Operations and Business Fields

1. The scope of operations of Hanosimex includes:

a) Investment and production, business in the textile, garment, service, and other related industries in Vietnam and other countries;

b) Investment and management of investments in subsidiaries and associated companies according to the articles of association of subsidiaries and associated companies and other investments as prescribed by law;

c) Using Hanosimex's assets to borrow or raise capital for the purpose of Hanosimex's business activities;

d) Investing capital through various forms such as investment capital, contributed capital, shares, promissory notes, share loans, loans, agreements, securities, assets; investments issued or guaranteed by enterprises, companies, organizations established or operating in business both domestically and internationally; types of funds, loans, securities, and other investments issued or guaranteed by the Government or competent authorities as prescribed by law;

đ) Implementing contracts, exchanges, providing services, supporting, and assisting subsidiaries and associated companies to carry out business activities or activities related to the business activities of subsidiaries and associated companies based on terms and conditions agreed upon by Hanosimex and subsidiaries and associated companies;

e) Implementing contractual relationships, exchanges, and providing services to customers or partners on a commercial basis;

g) Carrying out other business activities as decided by Vinatex and as prescribed by law;

2. Main business fields of Hanosimex:

a) Production, business, import and export of textile and garment products; raw materials, accessories, equipment, spare parts in the textile and garment industry;

b) Business, import and export of cotton, fiber, accessories, chemicals, dyes, equipment, machinery in the textile and garment industry; electrical materials, electronics, plastics, rubber; consumer goods;

c) Warehousing business; renting offices, factories; investment and infrastructure business;

d) Hotel, restaurant, supermarket, entertainment service business;

đ) Scientific and technological services, equipment repair and maintenance;

e) Installation of industrial equipment, refrigeration systems, auxiliary equipment in the textile and garment industry;

g) Other business fields as prescribed by law;

Article 6. Registered Capital of Hanosimex

1. The registered capital of Hanosimex at December 31, 2003 was 155,188,892,395 VND (One hundred fifty-five billion, one hundred eighty-eight million, eight hundred ninety-two thousand, three hundred ninety-five dong).

When increasing or decreasing the registered capital, Hanosimex must announce the adjusted registered capital according to the provisions of the law.

2. The registered capital of Hanosimex consists of the entire state capital and Vinatex's investment in Hanosimex and its subsidiaries and associated companies, and other sources as prescribed by law.

3. The registered capital and changes in the registered capital of Hanosimex are reflected in Hanosimex's balance sheet according to the provisions of the law and Hanosimex's Financial Regulations.

Article 7. Relations with State Agencies and Local Authorities

1. Hanosimex is subject to management and supervision by Vinatex as the direct state owner representative. The management and supervisory rights of Vinatex are stipulated in Vinatex's Articles of Association and Financial Regulations, Hanosimex's Articles of Association and Financial Regulations, and relevant laws.

2. Hanosimex is subject to state management and specialized management by other state management agencies according to relevant laws.

3. Hanosimex fulfills obligations to local authorities where Hanosimex's headquarters is located according to the provisions of the law.

Article 8. The Communist Party of Vietnam Organization and Political-Social Organizations within Hanosimex

The Communist Party of Vietnam organization, the Trade Union organization, and other political-social organizations within Hanosimex operate in accordance with the Constitution, laws, the Charter of the Communist Party of Vietnam, the Charter of the Trade Union organization, and the Charters of these political-social organizations in compliance with relevant legal provisions.

PART II

RIGHTS AND OBLIGATIONS OF HANOSIMEX

Article 9. General Rights and Obligations

1. Managing and proactively utilizing the capital of Hanosimex and Vinatex for investment; possessing and using the capital and assets of Hanosimex for business operations and realizing legitimate benefits from such capital and assets; disposing of the capital and assets of Hanosimex in accordance with the Law on State-Owned Enterprises and related legal provisions; using and managing state-owned properties transferred or leased to Hanosimex, including land and natural resources, in accordance with legal provisions on land and natural resources.

2. Implementing the common business plan of Vinatex; fulfilling production and business tasks assigned by Vinatex based on economic contracts with Vinatex; being responsible for the effectiveness of joint business activities with Vinatex; having autonomy to conclude economic contracts and implement economic contracts delegated by Vinatex based on commercial terms.

3. Deciding on investment projects within Hanosimex and investing in or contributing capital to other companies according to Vinatex's classification; participating in joint investments with Vinatex or organizing the implementation of investment projects assigned by Vinatex based on contracts signed with Vinatex.

4. Being accountable to Vinatex for the effectiveness of capital utilization and resources invested by Vinatex; preserving and developing the capital invested by Vinatex and self-raised capital; being accountable to Vinatex for the use of capital to invest in subsidiaries, associated companies, or establishing new enterprises; bearing civil liability with all its assets; periodically re-evaluating company assets in accordance with government regulations and Vinatex's Charter.

5. Deciding on the establishment, restructuring, dissolution, and merger of dependent accounting units and determining the management structure of these units.

6. Establishing and applying labor norms, material standards, wage rates, and other costs to ensure the business efficiency of Hanosimex, in compliance with legal provisions and Vinatex's Charter.

7. Managing and utilizing the portion of capital returned from the shareholding reform or ownership form conversion of subsidiaries and dependent accounting units.

8. After fulfilling tax obligations, transferring losses in accordance with the Corporate Income Tax Law, performing other financial obligations as prescribed by law, setting up a financial reserve fund, the remaining profit shall be managed and utilized in accordance with Hanosimex's Financial Regulations and legal provisions.

9. Hanosimex has the obligation to conduct profitable business, ensuring the profit rate on capital allocated and invested by Vinatex; registering, declaring, and paying sufficient taxes, fulfilling obligations towards Vinatex and other financial obligations as prescribed by law.

10. Implementing accounting, auditing, and financial reporting systems, statistical reports as prescribed by law and at the request of Vinatex; subject to supervision and inspection by Vinatex; regularly reporting accurate and complete information about Hanosimex and Hanosimex's financial reports to Vinatex; complying with inspection regulations set forth by financial authorities and competent state agencies as prescribed by law.

11. Implementing resolutions and decisions of Vinatex as stipulated in Vinatex's Charter and this Charter.

12. Other rights and obligations as prescribed in this Charter and by law.

Article 10. Rights and Obligations concerning Capital and Assets

1. Hanosimex has the following rights over capital and assets:

a) Manage and actively utilize the capital invested by Hanosimex and Vinatex; possess and use the company's capital and assets for business operations and realize legitimate benefits from Hanosimex’s capital and assets;

b) Dispose of Hanosimex’s capital and assets in accordance with the Financial Regulations of Hanosimex and other relevant laws;

c) Utilize and manage state-owned properties and resources transferred or leased by Vinatex in accordance with the laws on land and natural resources;

d) Adjust the asset structure to develop business operations;

đ) Transfer, convert, lease, or mortgage assets under Hanosimex’s management and utilization rights in compliance with Vinatex’s classification and authorization and relevant laws;

e) Invest outside Hanosimex through purchasing bonds, stocks, joint ventures, capital contributions, capital transfers, and other forms of investment as stipulated by law and this Charter;

g) Exercise ownership rights over the capital invested in subsidiaries and associated companies according to this Charter, Hanosimex’s Financial Regulations, the charters of subsidiaries and associated companies, and relevant laws;

h) Exercise other rights and enjoy other benefits concerning Hanosimex’s capital and assets as prescribed by law.

2. Hanosimex has the following obligations regarding capital and assets (including investments in subsidiaries and associated companies):

a) Be responsible to Vinatex for the efficiency of capital and resource utilization provided by the State and Vinatex; ensure the preservation and development of state capital, Vinatex-invested capital, and self-raised Hanosimex capital; be responsible for Hanosimex’s debts and other property-related obligations within the scope of Hanosimex’s assets;

b) Periodically re-evaluate Hanosimex’s assets in accordance with government regulations and Hanosimex’s Financial Regulations;

c) Fulfill other obligations concerning Hanosimex’s capital and assets as prescribed by law.

Article 11. Rights and Obligations in Business Operations

1. Hanosimex has the following rights in business operations:

a) Proactively organize production and business operations, establish management structures as required by business needs and ensure effective business operations;

b) Engage in businesses not assigned by Vinatex, provided that such businesses are not prohibited by law; expand business scale based on Hanosimex’s capacity and domestic and international market demands;

c) Seek domestic and foreign markets and customers, and conclude contracts;

d) Directly carry out export and import activities in accordance with the law;

đ) Establish branches and representative offices of Hanosimex domestically and abroad in compliance with the law;

e) Determine purchase and sale prices for products and services, except those priced by the State;

g) Decide on investment projects in accordance with the law and Vinatex’s investment classification; utilize Hanosimex’s capital and assets for joint ventures, partnerships, capital contributions, and other business forms as prescribed by law and Hanosimex’s Financial Regulations; decide on investments in subsidiaries and associated companies, establishing new companies, leasing, purchasing part or all of another company, and other external investment forms in compliance with the law and Hanosimex’s Financial Regulations;

h) Select, hire, arrange, use, train, discipline, and terminate employment for workers; choose wage and bonus payment methods and other labor rights according to the Labor Code and other laws; have the right to determine wages and bonuses for workers based on their experience, work performance, and Hanosimex’s labor rates, service costs, and business operation effectiveness;

i) Develop and apply economic and technical standards, labor quotas, material consumption rates, labor rates, and other costs to ensure Hanosimex’s business efficiency and comply with the law;

k) Enjoy protection for intellectual property, names, and symbols of Hanosimex as prescribed by law;

l) Other business rights as prescribed by law.

2. Hanosimex has the following obligations in business operations:

a) Register for business operations in the registered business fields; ensure product and service quality in accordance with registered standards and commercial requirements;

b) Adhere to state regulations on national defense, security, culture, public order, safety, resource protection, and environmental conservation;

c) Modernize technology and management methods to enhance business efficiency and competitiveness;

d) Implement accounting, auditing, financial reporting, and statistical reporting systems as prescribed by law and Vinatex;

đ) Fulfill obligations towards workers as prescribed by the Labor Code; ensure workers’ participation rights in Hanosimex’s management as prescribed by law;

e) Accept supervision and inspection by Vinatex; comply with inspection regulations of financial authorities and competent state agencies as prescribed by law;

g) Be responsible to Vinatex for the use of capital to implement investment projects, investments in subsidiaries and associated companies, establishment of new companies, and other external investment forms;

h) Other business obligations as prescribed in Hanosimex’s Financial Regulations and by law.

Article 12. Rights and Obligations in Financial Management

1. Hanosimex has the following rights regarding financial management:

a) To raise capital for business operations through various means such as issuing bonds, bills, and promissory notes of Hanosimex; borrowing from banking, credit organizations, and other financial institutions, subsidiaries, associated companies, individuals, and organizations outside Hanosimex; borrowing from Hanosimex employees and other forms of raising capital as prescribed by law and Hanosimex's Financial Regulations. The raising of capital for business operations shall be conducted on the principle of self-responsibility for repayment and ensuring the effective use of raised capital. Raising capital shall not alter the form of ownership of Hanosimex.

The raising of capital from foreign individuals and organizations shall be carried out in accordance with the Government's regulations on managing foreign debt;

b) To decide on depreciation rates for fixed assets based on the principle that the minimum rate of depreciation must ensure compensation for tangible and intangible wear and tear of fixed assets and not be lower than the minimum depreciation rate prescribed by law;

c) To proactively use capital for Hanosimex's business activities; to use and manage Hanosimex's funds in accordance with the provisions of law and Hanosimex's Financial Regulations;

d) To enjoy subsidies, price supports, or other preferential policies of the State when performing public welfare, defense, security, disaster prevention tasks, or providing products and services according to the State's pricing policy which are insufficient to cover production costs of Hanosimex's products and services;

đ) To allocate bonuses for innovative ideas, technical improvements, management, and technology; bonuses for increased labor productivity; bonuses for saving materials and costs. These bonus amounts shall be recorded as business expenses based on ensuring the business efficiency of Hanosimex brought about by these innovative ideas, technical improvements, management, technology, increased labor productivity, material and cost savings;

e) To enjoy investment and reinvestment incentives as prescribed by law;

g) To refuse and report any requests to provide resources not stipulated by law from any individual, agency, or organization, except voluntary contributions for humanitarian and public welfare purposes;

h) Not to pay corporate income tax on investment profits if subsidiaries and associated companies have already paid corporate income tax before distributing profits to shareholders;

i) After fulfilling all tax obligations, transferring losses as prescribed by the Law on Corporate Income Tax and other financial obligations as prescribed by law, setting up a financial reserve fund; the remaining profit (including investment profits obtained from investing in subsidiaries and associated companies) shall be managed and used in accordance with the provisions of law and Hanosimex's Financial Regulations;

In cases where Hanosimex still owes overdue debts that have not been fully repaid, salary increases and bonuses for Hanosimex employees, including managers, can only be granted after all overdue debts have been settled;

k) Other rights regarding financial management as prescribed by law and Hanosimex's Financial Regulations.

2. Hanosimex has the following obligations regarding financial management:

a) To operate profitably and ensure the profit margin index on state-invested capital assigned by Vinatex; to register, declare, and pay taxes in full; to fulfill obligations to Vinatex and other financial obligations as prescribed by law and Hanosimex's Financial Regulations;

b) To manage and use capital for business operations (including the portion invested in subsidiaries and associated companies), land, natural resources, and other resources effectively as allocated by the State and Vinatex to Hanosimex;

c) To use capital and other resources to perform special tasks when requested by the State;

d) To comply fully with capital management systems, asset management, fund systems, accounting records, and auditing as prescribed by law and Hanosimex's Financial Regulations; to be responsible for the truthfulness and legality of Hanosimex's financial activities;

đ) To implement Hanosimex's financial reporting system, consolidated financial reports of Hanosimex and its subsidiaries; to disclose annual financial information and provide necessary information for a true assessment of Hanosimex's operations;

e) Other obligations regarding financial management as prescribed by law and Hanosimex's Financial Regulations.

Article 13. Rights and Obligations of Hanosimex when Participating in Public Welfare Activities

When requested by the State to place orders or participate in bidding to implement public welfare activities, Hanosimex may use its capital and other resources to carry out production plans and supply public welfare products and services according to the regulations and provisions of the law on public welfare activities.

CHAPTER III

RIGHTS AND OBLIGATIONS OF VINATEX TOWARDS HANOSIMEX

Article 14. Rights and Obligations of Vinatex

1. Rights of Vinatex towards Hanosimex:

a) Regularly and promptly receive reliable and accurate information about Hanosimex's business and financial activities and those of its subsidiaries and associated companies;

b) Enjoy revenues from Hanosimex as stipulated in Vinatex's Financial Regulations;

c) Appoint, dismiss, or enter into contracts with, or terminate contracts for the General Director, Deputy General Director, Chief Executive Officer, and Chief Accountant of Hanosimex according to the provisions of this Charter;

d) Determine the salaries of the General Director, Deputy General Director, Chief Executive Officer, and Chief Accountant of Hanosimex;

đ) Approve the appointment of external auditors based on the proposal of Hanosimex's General Director or request independent audits at the choice of Vinatex;

e) Approve Hanosimex's financial reports and other reports submitted;

g) Approve increases or decreases in Hanosimex's registered capital; approve or approve projects, purchase and sale contracts, loan contracts, and other contracts of Hanosimex exceeding the limits set forth in this Charter;

h) Approve the Charter and Financial Regulations of Hanosimex to submit to competent state authorities for approval;

i) Submit to competent state authorities for decisions regarding the establishment, restructuring, shareholding reform, changes in ownership form, or dissolution of Hanosimex as prescribed by law;

k) Require Hanosimex to participate in Vinatex's activities, provided that Hanosimex can undertake such activities on a commercial basis;

l) Organize inspections, audits, and evaluations of Hanosimex's business, financial, and management activities, including annual financial reports and consolidated financial reports; require Hanosimex to report abnormally on its financial situation when necessary.

2. Vinatex is responsible for Hanosimex's debts and other property obligations within the scope of Hanosimex's registered capital.

3. The State and Vinatex shall not transfer investment capital at Hanosimex and other capital and assets of Hanosimex without payment, except in cases where Hanosimex is reorganized or the goal of supplying public welfare products and services is implemented.

4. Vinatex has the obligation to comply with Hanosimex's Charter and Financial Regulations, promptly resolve issues raised by Hanosimex to ensure Hanosimex's business operations.

Article 15. Meetings between Vinatex and Hanosimex

1. Annually (at the beginning of each fiscal year), organize meetings for Hanosimex to report important information on activities and finances to Vinatex, and to approve matters as prescribed by this Charter and Hanosimex's Financial Regulations, including:

a) Review and approve Hanosimex's strategic plan and those of its subsidiaries;

b) Review and approve Hanosimex's annual plan and the holding company's plan for the following year;

c) Approve Hanosimex's operational, management, financial reports, and consolidated financial reports of Hanosimex and its subsidiaries based on the Financial Regulations.

At meetings between Vinatex and Hanosimex, Hanosimex's General Director presents Hanosimex's plans and proposals to Vinatex's Board of Directors. Vinatex may accept or reject part or all of Hanosimex's reports and plans.

In case Vinatex rejects or requests modifications to Hanosimex's proposals, a second meeting will be held within one month from the end of the first meeting. Hanosimex's General Director will send a proposal document to Vinatex at least one week before the new meeting, along with related documents.

Vinatex may accept or reject part or all of the reports and proposed modifications. In this case, Vinatex will notify Hanosimex of the necessary contents in the form of a Vinatex Decision. Hanosimex's General Director is responsible for implementing Vinatex's Decision.

2. If necessary, extraordinary meetings will be organized for Vinatex to address Hanosimex's issues as prescribed by Vinatex's Charter, this Charter, and Hanosimex's Financial Regulations.

PART IV

ORGANIZATION AND MANAGEMENT OF HANOSIMEX

Article 16. Management Structure

The management structure of Hanosimex includes:

1. General Director;

2. Deputy General Directors, Executive Directors, Chief Accountant, and supporting staff.

During its operation and business activities, Hanosimex's organizational and management structure may change according to relevant laws to meet actual requirements and objectives.

Article 17. General Director

1. The General Director is appointed, dismissed, or contracted by Vinatex for a term or maximum period of five years in accordance with the law. The General Director may be reappointed or have their contract extended for subsequent terms or periods of five years.

2. The General Director is entrusted or authorized to exercise certain rights of the state owner at Hanosimex as stipulated in this Charter and Hanosimex's Financial Regulations; serves as the legal representative of Hanosimex, manages Hanosimex's daily operations according to goals and plans assigned by Vinatex, in accordance with this Charter and Hanosimex's Financial Regulations; reports and is responsible before Vinatex and the law for the performance of the assigned rights and duties.

Article 18. Standards for the General Director

The General Director must meet the following standards and conditions:

1. Possess high managerial and professional qualifications (at least a university graduate), knowledge in Hanosimex's main business field, at least three years of management and operational experience in enterprises within Hanosimex's main business field;

2. Be healthy, possess good moral character, honesty, integrity, understand the law, have a sense of compliance with the law; reside permanently in Vietnam;

3. Individuals who previously held the position of director of a state-owned enterprise but were dismissed due to disciplinary violations that violated fundamental principles stipulated in the Law on State-Owned Enterprises, individuals responsible for the bankruptcy of a state-owned enterprise, and those prohibited by law from assuming management and operational positions in enterprises shall not be appointed as the General Director of Hanosimex.

Article 19. Dismissal of the General Director

1. The General Director shall be dismissed or have their contract terminated prematurely in the following cases:

a) If Hanosimex incurs losses for two consecutive years or fails to achieve the profit rate target on state capital and Vinatex investment for two consecutive years, or is in a situation where profits and losses alternate but cannot be resolved, except for losses or reduced profit rates on state capital investment approved by competent authorities; losses or reduced profit rates on state capital investment due to objective reasons explained and accepted by competent authorities, new investments for expanding production and technological innovation;

b) Failing to file for bankruptcy when Hanosimex is in a state of insolvency;

c) Failing to complete assigned tasks or failing to meet targets set by Vinatex or failing to fulfill contractual obligations;

d) Being dishonest in performing duties or using position and authority for personal or others' benefit; reporting dishonestly on Hanosimex's operational and financial status;

đ) Being convicted by a court judgment or decision that has become legally binding;

e) Losing or having civil capacity restricted.

2. The General Director shall be replaced in the following cases:

a) Resigning or voluntarily terminating the contract;

b) When there is a decision to transfer or assign other work by Vinatex or a competent state agency.

Article 20. Duties and Authorities of the General Director

The General Director shall have the following duties and authorities:

1. Receive and utilize effectively capital, assets, land, resources, and other sources provided by Vinatex and the State for investment, transfer, or lease.

2. Decide on investment projects, capital contributions, purchasing shares of other companies, selling assets of Hanosimex within the limits of authority granted by Vinatex and recorded in the Articles of Association and Financial Regulations of Hanosimex in Vietnamese Dong and/or equivalent foreign currency but not exceeding 10% of the total asset value recorded in Hanosimex's accounting books.

3. Develop annual plans and other plans for Hanosimex and its subsidiaries, additional capital-raising schemes from Vinatex or supplementary borrowing, investment and joint venture plans, organizational management proposals, internal management regulations of Hanosimex, human resource training plans, business coordination schemes among subsidiaries, associated companies, or with other companies.

4. Establish and promulgate economic and technical norms, product standards, wage rates consistent with the commercial requirements of Hanosimex’s business sector and the Holding Company-Mother-Subsidiary Complex; inspect the implementation of targets, standards, rates, and completion of objectives by subsidiaries.

5. Propose to Vinatex the appointment, dismissal, removal, signing of contracts, termination of contracts, rewards, punishments, and salary levels for Deputy General Directors, Hanosimex Chief Executives, and Hanosimex Chief Accountants.

6. Decide on the appointment, dismissal, rewards, punishments, salary levels, and allowances (if any) for other managerial positions within Hanosimex.

7. Decide on appointing representatives of Hanosimex's capital in subsidiaries and associated companies.

8. The General Director has the authority to decide on investment projects, purchase and sale contracts, loan and lending contracts, leasing contracts, and other contracts, pricing agreements for products and services of Hanosimex according to the provisions of this Articles of Association and Hanosimex's Financial Regulations. The General Director may delegate these powers to Deputy General Directors or Hanosimex Chief Executives or Chief Accountants when necessary but must be responsible for such delegation. Delegation must be documented and stipulated in Hanosimex's administrative procedures.

9. Represent Hanosimex in signing contracts.

10. Organize the implementation of strategic and annual business plans, investment plans; decide on market development solutions, marketing, and technology; manage Hanosimex's operations; publicly disclose Hanosimex's financial reports as required by law.

11. Be subject to inspection and supervision regarding the performance of functions and tasks as prescribed in this Articles of Association, Hanosimex's Financial Regulations, and relevant laws; be accountable to Vinatex for the effectiveness of the use of capital invested by Vinatex in Hanosimex.

12. Inspect and supervise the financial activities of subsidiaries according to the subsidiary company's articles of association, Hanosimex's regulations, and related laws.

13. Apply necessary measures in emergencies to protect or preserve Hanosimex's assets or business operations, or to limit losses. After implementing emergency measures, the General Director must immediately report to Vinatex.

14. Other rights and duties as prescribed in this Articles of Association and Hanosimex's Financial Regulations.

Article 21. Deputy General Directors, Executive Directors, Chief Accountants, and Supporting Staff

1. Deputy General Directors and Executive Directors shall be appointed and contracted by the General Director upon proposal to Vinatex, assist the General Director in managing Hanosimex according to the tasks and powers delegated by the General Director, and bear responsibility before the General Director and the law for the assigned or delegated tasks.

2. The Chief Accountant shall be appointed and contracted by the General Director upon proposal to Vinatex, organize the accounting work of Hanosimex, assist the General Director in financial oversight at Hanosimex in accordance with laws on finance and accounting and Hanosimex's Financial Regulations; bear responsibility before the General Director, Vinatex, and the law for the assigned or delegated tasks.

3. Supporting staff (specialized departments) shall have the function of advising and assisting the General Director, Deputy General Directors, and Executive Directors in management and operation.

Article 22. Duties and Responsibilities of the General Director

1. Faithfully and responsibly exercise the rights and duties entrusted for the benefit of Hanosimex, Vinatex, and the State; organize the implementation of laws at Hanosimex.

2. Shall not abuse position, authority, or Hanosimex’s capital and assets for personal gain or others’ benefit; shall not disclose Hanosimex’s secrets and those of its subsidiaries and associated companies during the tenure as General Director and within five years thereafter.

3. In case of violation of this Charter, exceeding authority, abusing position or authority, causing damage to Hanosimex, Vinatex, and the State, the General Director must compensate for the damage caused in accordance with the law.

4. If violating any of the following cases but not to the extent of criminal prosecution, the General Director shall not be rewarded, shall not receive salary increases, and shall be disciplined according to the degree of violation:

a) Causing Hanosimex to incur losses;

b) Causing loss of state capital or capital transferred by Vinatex;

c) Deciding on ineffective investment projects, unable to recover invested capital, or repay debts;

d) Failing to ensure salaries and other benefits for Hanosimex employees as stipulated by labor laws;

đ) Causing violations in capital management, asset management, accounting systems, auditing systems, and other systems prescribed by the State;

5. If Hanosimex falls into the situation specified in point a, Clause 1, Article 19 of this Charter, the General Director shall be relieved of duty or have their contract terminated prematurely, and may also face salary reductions and compensation for damages according to the law, depending on the degree of violation and consequences.

6. When Hanosimex fails to pay off due debts and other financial obligations:

a) The General Director must report to Vinatex and propose debt repayment plans;

b) The General Director shall not increase salaries or allocate profits for bonuses for managers and employees;

c) Shall personally bear responsibility for damages to creditors resulting from non-compliance with the provisions of points a and b of this clause;

d) Propose measures to address Hanosimex’s financial difficulties.

7. If Hanosimex enters bankruptcy but the General Director does not file for bankruptcy, they shall bear responsibility according to the law.

8. When Hanosimex is subject to restructuring, dissolution, or ownership change without conducting the necessary restructuring, dissolution, or ownership change procedures, the General Director shall be relieved of duty and have their contract terminated prematurely.

9. The General Director can only hold management positions in limited liability companies, joint-stock companies, or foreign-invested enterprises if proposed by Vinatex or Hanosimex for election to such positions or appointed as Hanosimex’s representative in these enterprises. The spouse, parents, children, siblings, or half-siblings of the General Director shall not hold the position of Chief Accountant or cashier at Hanosimex. Economic, labor, or civil contracts signed by Hanosimex with the General Director, his/her spouse, parents, children, siblings, or half-siblings must be reported to Vinatex; if Vinatex discovers that the contract has a self-interested purpose and it has not yet been signed, it has the right to request the General Director not to sign the contract; if the contract has already been signed, it shall be deemed void, the General Director must compensate Hanosimex for damages and be dealt with according to the law.

Article 23. Remuneration System for the General Director and Other Members of the Supporting Machinery

1. The remuneration system for the General Director, Deputy General Director, Executive Director, and Chief Accountant shall be paid based on the effectiveness of work and business results of Hanosimex and the Parent Company-Subsidiary Group, in comparison with the strategic plan and annual plans approved by Vinatex according to this Charter and the Financial Regulation.

2. The remuneration system for other supporting staff shall be decided by the General Director based on the principle of monthly salary payment and annual bonus corresponding to the individual's performance and Hanosimex's business results compared to set targets and plans for the period.

CHAPTER V

FINANCIAL REGULATIONS OF HANOSIMEX

Article 24. Management and Utilization of Capital

1. Hanosimex manages capital at subsidiaries and associated companies and implements capital investment activities; it is responsible for managing, utilizing, and maximizing profits from various sources of capital.

2. Hanosimex operates under an independent accounting system and self-financing autonomy in production and business activities according to this Charter, Hanosimex's Financial Regulations, and relevant laws.

Article 25. Establishment of Funds by Hanosimex

1. Hanosimex establishes and uses centralized funds to ensure high efficiency in Hanosimex's and the Parent Company-Subsidiary Group's development process.

2. The General Director decides on the establishment of Hanosimex's centralized funds according to this Charter, Hanosimex's Financial Regulations, and relevant laws, including:

a) Development Investment Fund;

b) Financial Reserve Fund;

c) Unemployment Reserve Fund;

d) Reward and Welfare Fund;

e) Other funds as prescribed by law.

3. The level of contribution and use of these funds are based on Hanosimex's business results according to Hanosimex's Financial Regulations and relevant laws.

Article 26. Financial Autonomy of Hanosimex

Hanosimex develops a Financial Regulation reflecting the main financial principles of Hanosimex to apply to the Parent Company-Subsidiary Group. Such Financial Regulation must comply with this Charter, be approved by Vinatex, and submitted to the Ministry of Finance for approval.

Hanosimex has the following financial autonomy rights:

1. To open accounts at Vietnamese banks or foreign banks permitted to operate in Vietnam. In cases where authorized agencies permit, Hanosimex may open bank accounts abroad in accordance with relevant laws. Hanosimex conducts receipts and payments through permitted accounts in Vietnamese currency or foreign currency.

2. To operate on the principle of financial autonomy, balancing revenues and expenditures, and being responsible for preserving and developing Hanosimex's sources of capital, including investment capital in other enterprises.

3. To have the right to receive investment profits from subsidiaries and associated companies and request subsidiaries and associated companies to reimburse expenses.

4. To be responsible for paying debts recorded in Hanosimex's Balance Sheet and other financial commitments (if any).

5. To inspect and supervise Hanosimex's and subsidiaries' and associated companies' financial activities.

6. To pay taxes and fulfill other financial obligations (if any) according to laws and Hanosimex's Financial Regulations, except for taxes already withheld by subsidiaries and associated companies; to use post-tax profits according to this Charter, Hanosimex's Financial Regulations, and relevant laws.

7. To strictly adhere to current laws on accounting, statistics, accounting systems, auditing, and financial reporting for Hanosimex and its subsidiaries.

8. To implement reporting procedures and management processes for the General Director and other members of the management body to monitor and inspect units and business departments of Hanosimex and the Parent Company-Subsidiary Group.

9. To respect the financial independence and business operations of subsidiaries and associated companies in accordance with the subsidiaries' and associated companies' charters and financial regulations.

Article 27. Financial System

1. The fiscal year of Hanosimex begins on January 1st and ends on December 31st of the same year.

2. The financial system and annual reports of Hanosimex and the Parent-Subsidiary Group comply with current laws and Hanosimex's Financial Regulations.

3. Within ninety days following the end of each fiscal year, Hanosimex shall submit to Vinatex the following financial reports:

a) Balance sheet and income statement of Hanosimex;

b) Report on actual production and business operations compared to the annual plan for that year;

c) Cash flow statement for that year;

d) Notes to the financial statements;

đ) Other reports as required by Vinatex or as stipulated by law;

The financial reports specified in points a), b), c), and d) are consolidated (not merely aggregated) for the entire Parent-Subsidiary Group in accordance with the consolidation principles set forth in Hanosimex's Financial Regulations. These financial reports must be signed off by the General Director and Chief Accountant and submitted to Vinatex.

4. Prior to the start of each fiscal year, the General Director and Chief Accountant shall submit for Vinatex's approval Hanosimex's and the Parent-Subsidiary Group's business plans and financial plans for the next year in accordance with Hanosimex's Financial Regulations.

Article 28. Financial Relations with Subsidiaries and Associated Companies

1. Financial relations between Hanosimex and subsidiaries and associated companies shall be carried out according to Hanosimex's Financial Regulations and those of the subsidiaries and associated companies, and in compliance with applicable laws.

2. With respect to subsidiaries and associated companies, Hanosimex has the right:

a) To contribute capital to support the production and business activities of subsidiaries and associated companies based on corresponding feasible projects;

b) To request subsidiaries and associated companies to provide business plans, financial plans, and reports so that Hanosimex can manage its investment capital at these companies, prepare plans and reports as prescribed in this Charter and Hanosimex's Financial Regulations;

c) To guarantee loans of subsidiaries and associated companies in accordance with the provisions of Hanosimex's Financial Regulations;

d) To provide loans to subsidiaries and associated companies in accordance with relevant laws, based on appropriate loan documentation, clearly defining the commercial terms of the loan, repayment methods, and if necessary, requiring collateral for the loan or requesting guarantees from subsidiaries, associated companies, or other parties for debt repayment;

đ) Financial relations between Hanosimex and subsidiaries and associated companies shall be conducted through contracts, in accordance with Hanosimex's Financial Regulations and applicable laws;

e) To collect and enjoy profits from investments and dividends from subsidiaries and associated companies;

g) Other rights as provided by relevant laws;

3. With respect to subsidiaries, within the scope defined by their charters, Hanosimex will exercise its controlling rights to determine the profit distribution ratio of subsidiaries to reserve funds and other purposes of the subsidiaries, as well as to pay dividends to Hanosimex and other shareholders in proportion to their respective contributions.

4. Hanosimex respects the rights of minority shareholders of subsidiaries and associated companies in accordance with the rights stipulated in the charters of subsidiaries and associated companies and applicable laws.

Chapter VI

LABOR COLLECTIVE IN HANOSIMEX

Article 29. Benefits of Employees

1. The General Director must pay attention to the benefits of employees, encourage employees to contribute their talents, intelligence, and useful opinions for the development of Hanosimex.

2. When deciding issues related to policies, benefits, and obligations of the collective of employees, the General Director invites representatives of the Hanosimex Trade Union to participate in providing opinions.

Article 30. Forms of Employee Participation in Managing Hanosimex

Employees participate in managing Hanosimex through the following forms and organizations:

1. The General Assembly or the Workers and Staff Representative Conference organized from teams, squads, workshops, departments to the Parent Company.

2. The Parent Company’s Trade Union Organization.

3. The People's Inspection Board.

4. Implementing the right to make suggestions, complaints, and denunciations in accordance with the provisions of the law.

Article 31. Content of Employee Participation in Managing Hanosimex

1. Employees have the right to participate in discussions and provide opinions to the General Director and other members of the management body as well as propose on the following issues:

a) Directions, tasks, plans, measures for developing production and business, rearranging production of Hanosimex;

b) Plans for restructuring or transferring ownership of Hanosimex;

c) Regulations and rules of Hanosimex directly related to the rights and obligations of employees;

d) Measures for labor protection, improving working conditions, material and spiritual life, environmental hygiene, training and retraining of employees of Hanosimex.

2. Through the General Assembly or the Workers and Staff Representative Conference of Hanosimex, employees have the right to discuss, vote, and decide on the following issues:

a) Contents or amendments and supplements to the Collective Labor Agreement for the representative of the employee collective to negotiate and sign with the General Director;

b) Rules for using welfare funds, rewards, and plan indicators of Hanosimex directly related to the rights and obligations of employees;

c) Electing the People's Inspection Board and evaluating the effectiveness of its operations.

Chapter VII

RELATIONSHIP BETWEEN HANOSIMEX AND

SUBSIDIARIES AND ASSOCIATED COMPANIES

Section 1

OWNERSHIP AND MANAGEMENT OF HANOSIMEX'S CAPITAL IN SUBSIDIARIES AND ASSOCIATED COMPANIES

AT SUBSIDIARIES AND AFFILIATED COMPANIES

Article 32. Ownership Rights over Hanosimex's Capital in Subsidiaries and Associated Companies

1. Hanosimex is the owner of the capital that Hanosimex has invested and will invest in subsidiaries and associated companies.

2. All new investments by the State and Vinatex in subsidiaries and associated companies must be carried out through Hanosimex.

Article 33. Management of Hanosimex's Capital Contribution in Subsidiaries and Associated Companies

1. Hanosimex delegates the authority to the representative of Hanosimex to directly manage Hanosimex's investments in subsidiaries and associated companies according to the regulations of the subsidiaries' and associated companies' charters.

2. Hanosimex requires its representatives in subsidiaries and associated companies to report periodically or unexpectedly on financial situations, production and business results, and other contents related to the activities of subsidiaries and associated companies.

3. Hanosimex assigns tasks to its representatives in subsidiaries and associated companies and requests these representatives to seek opinions on important issues of subsidiaries and associated companies before voting.

4. Hanosimex receives profits and bears risks arising from investments in the capital of subsidiaries and associated companies.

5. Hanosimex decides the level of investment in newly established subsidiaries and associated companies, adjusts the level of investment in operating subsidiaries and associated companies based solely on commercial principles and in line with Hanosimex's approved business strategy and plan. Through its representatives and within the extent allowed by the subsidiaries' and associated companies' charters, Hanosimex will inspect and supervise the use of Hanosimex's investment capital; be responsible for the efficiency of capital use, preservation, development, and profit distribution from subsidiaries and associated companies.

6. Other rights and obligations as stipulated in this Charter and the law.

Article 34. Rights and Obligations of Hanosimex's Representatives at Subsidiaries and Associated Companies

1. Hanosimex's representatives at subsidiaries and associated companies shall participate in management and operational positions at these entities based on the charters of the subsidiaries and associated companies and relevant laws. These representatives shall be responsible to Hanosimex’s General Director for the effectiveness of Hanosimex’s capital investment in subsidiaries and associated companies.

2. Hanosimex decides to appoint or recommend representatives to hold management and operational positions at subsidiaries and associated companies; dismiss, reward, or discipline these representatives according to the charters of subsidiaries and associated companies and relevant laws.

3. When a Hanosimex representative at a subsidiary or associated company is appointed to a management position and if the charter of that subsidiary or associated company permits, such person shall have the following rights and obligations:

a) Participate in managing and operating the subsidiary or associated company according to the charter of the subsidiary or associated company;

b) Monitor and supervise the business operations of the subsidiary or associated company according to the provisions of its charter;

c) Implement reporting systems regarding financial activities, production and business operations, and other matters related to Hanosimex’s investments in subsidiaries and associated companies as prescribed by Hanosimex’s General Director; be responsible to Hanosimex’s General Director for the effectiveness of Hanosimex’s capital invested in subsidiaries and associated companies;

d) Seek approval from Hanosimex for important issues related to the subsidiary or associated company before speaking or voting on those issues;

đ) Other rights and obligations as stipulated in the management of Hanosimex’s capital invested in subsidiaries and associated companies and relevant laws.

Article 35. Standards and Conditions for Representatives

Representatives must meet the following standards and conditions:

1. Reside permanently in Vietnam.

2. Have good health, moral integrity, honesty, and incorruptibility.

3. Understand the law and have a sense of compliance with the law.

4. Hold a bachelor’s degree in economics, finance, accounting, or in the main business field of the subsidiary or associated company where they are appointed as representatives.

For representatives of Hanosimex’s capital in subsidiaries and associated companies that are joint ventures with foreign countries (if any), they must have sufficient language proficiency to work directly with foreigners in the joint venture.

5. Not be the spouse, parent, child, brother, sister, or half-sibling of members of the board of directors, board of shareholders, chairman, or director of the subsidiaries or associated companies where they are appointed as representatives; not have capital contribution, loan, or purchase and sale contract relationships with the subsidiaries or associated companies where they are appointed as representatives.

Section 2

RIGHTS AND OBLIGATIONS OF HANOSIMEX

FOR SUBSIDIARIES AND ASSOCIATED COMPANIES

Article 36. Control, Association, and Support for Subsidiaries and Associated Companies

1. When Hanosimex holds control over a subsidiary or associated company, the control and support will be defined in the charter and financial regulations of the subsidiary or associated company in the following areas:

a) Approving or voting on the approval of the operational charter;

b) Voting on the approval of strategic business direction;

c) Voting on the approval of annual activity plans;

d) Voting on the approval of business plans of subsidiaries and associated companies for external investments;

đ) Participating in comprehensive activities within the Parent Company - Subsidiary Group, association, and joint venture with other subsidiaries and associated companies or with Hanosimex itself to implement large projects requiring cooperation among multiple enterprises;

e) Receiving profits, reimbursing costs, and bearing risks for Hanosimex’s capital in subsidiaries and associated companies; organizing inspections, audits, and evaluations of business, financial, and management activities of subsidiaries and associated companies, including the appointment and approval of independent audits;

g) Other areas as stipulated in the charters of subsidiaries and associated companies and relevant laws.

2. Hanosimex has the responsibility to optimize business operations and profits of Hanosimex and its subsidiaries and associated companies but must align with Vinatex’s interests. Hanosimex has the obligation to respect the rights of minority shareholders of subsidiaries and associated companies.

3. Hanosimex must identify and develop existing synergies within the Parent Company - Subsidiary Group to enhance overall operational and financial efficiency. In performing this role, Hanosimex may not use control to:

a) Unreasonably interfere with the current business operations of independently profitable subsidiaries and associated companies in a manner that could negatively impact the entire Parent Company - Subsidiary Group and cause these companies to decline or fail to continue growing according to their independent potential;

b) Transfer capital invested by Hanosimex in subsidiaries and associated companies through non-payment methods, as well as carry out capital, asset, or other resource transfers within the Parent Company - Subsidiary Group and associated companies without considering common financial interests. Decisions on capital transfers when necessary shall be made in accordance with the provisions of this Charter and Hanosimex’s Financial Regulations.

4. Hanosimex performs the role of guiding investment activities between subsidiaries and associated companies to limit overlapping investments leading to unhealthy internal competition or the diversion of resources between Vinatex and the Parent Company - Subsidiary Group.

5. Hanosimex encourages subsidiaries and associated companies to consume each other's products and services and those of other members within Vinatex on commercial terms, but shall not compel subsidiaries and associated companies to use products and services of lower quality than those available on the market.

6. Hanosimex may provide assistance and coordinate labor within the Parent-Subsidiary Company Complex, supplying management staff and skilled workers to subsidiaries and associated companies to address personnel requirements in accordance with conditions stipulated by the Labor Code and agreements between Hanosimex and subsidiaries and associated companies.

7. Hanosimex does not directly decide or directly participate in managing the daily operations of subsidiaries and associated companies. This provision does not exclude the rights of Hanosimex’s representative shareholders to perform managerial roles at subsidiaries and associated companies.

Article 37. Rights and Obligations of Hanosimex towards Subsidiaries

1. Hanosimex exercises the controlling shareholder rights, member rights, joint venture party rights, and controlling capital contribution rights according to the provisions of the law and the charter of the company holding controlling shares or capital contributions of Hanosimex.

2. Hanosimex directly manages shares and capital contributions in these subsidiaries; it has rights and obligations regarding controlling shares and capital contributions as prescribed in the Law on State-Owned Enterprises.

3. Other rights and obligations as provided for in this Charter.

Article 38. Rights and Obligations of Hanosimex towards Associated Companies

1. Hanosimex has the rights and obligations of shareholders, members, joint venture parties, and capital contributors towards associated companies according to the provisions of the charters of associated companies and the Law on State-Owned Enterprises.

2. Other rights and obligations as provided for in this Charter.

Chapter VIII

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 39. Reorganization, Dissolution, Bankruptcy

1. The reorganization and ownership transfer of Hanosimex or wholly-owned subsidiaries by Hanosimex shall be proposed by the General Director to Vinatex for consideration and decision by the competent authority.

2. Hanosimex shall be dissolved in the following cases:

a) Persistent losses that cannot be overcome in the future, but not yet in a state of bankruptcy;

b) Failure to fulfill assigned tasks despite having applied necessary measures;

c) No need to maintain Hanosimex's operations.

3. In case Hanosimex loses its ability to pay maturing debts, it shall be handled according to the law on enterprise bankruptcy.

4. The reorganization, dissolution, and bankruptcy of subsidiaries and associated companies shall be carried out in accordance with relevant laws.

CHAPTER IX

IMPLEMENTING PROVISIONS

Article 40. Effectiveness, Amendment, and Supplement

1. This Charter consists of 9 Chapters and 40 Articles and applies to the Hanoi Textile - Garment Joint Stock Company, an independent accounting subsidiary of the Vietnam Textile - Garment Corporation piloting the parent-subsidiary company model.

2. Organizations and individuals under Hanosimex are responsible for complying with the provisions of this Charter.

3. The charters of Hanosimex’s subsidiaries and dependent accounting units must comply with the provisions of this Charter.

4. In case amendments or supplements to this Charter are required, the General Director of Hanosimex shall report to Vinatex for submission to the Minister of Industry for consideration and decision./.