Decision No. 07/2002/QĐ-BCN On Approving the Charter of Organization and Operation of Vietnam Vegetable Oil Fragrance and Cosmetics Joint Stock Company

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation

of the Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation 

THE MINISTER OF INDUSTRY

Pursuant to the Government Decree No. 74/CP dated November 1, 1995 on the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to Decision No. 452/CNn-TCLĐ dated June 6, 1992 of the Ministry of Light Industry (now the Ministry of Industry) on the transformation of organizational structure and operation of the Vietnam Vegetable Oil Joint Enterprises into the Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation;

Considering the proposal of the General Director of the Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation (Letter No. 824/DHM-TC dated December 5, 2001);

At the recommendation of the Director of the Personnel and Organization Department;

 

DECISION:

Article 1. Approves the Articles of Organization and Operation of the Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation attached hereto.

Article 2. This Decision takes effect fifteen days from the date of signature and replaces Decision No. 1232/QĐ-TCLĐ dated September 22, 1994 of the Minister of the Ministry of Light Industry.

Article 3. The Heads of the Ministry’s Office, Inspectorate, Departments, Bureaus under the Ministry, and the General Director of the Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation are responsible for implementing this Decision./.

CHARTER

Organization and Operation of the Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation

(Approved pursuant to Decision No. 07/2002/QĐ-BCN dated January 11, 2002)

of the Minister of Industry)

PART I

GENERAL PROVISIONS

Article 1.

1. The Vietnam Vegetable Oil, Flavoring and Cosmetics Corporation (hereinafter referred to as the Corporation) is a state-owned enterprise operating independently under the Ministry of Industry, established, invested in, and managed by the State as the owner.

2. The Corporation specializes in organizing production, business, import and export of vegetable oils, flavorings, cosmetics, detergents, products derived from oil-bearing and aromatic plants, port exploitation services, various types of materials, packaging, raw materials, technological equipment, spare parts for agricultural and industrial machinery, joint venture and associated products, and other service items according to its business registration and national laws.

Article 2.

The Company has:

1. International trade name: NATIONAL COMPANY FOR VEGETABLE OILS, AROMAS AND COSMETICS OF VIET NAM

2. Abbreviation: VOCARIMEX.

3. Emblem of the Corporation: Coconut tree beside the factory.

4. Main office address of the Corporation:

Address: 58 Nguyen Binh Khiem Street, District 1, Ho Chi Minh City

Telephone: (84-8) 8294513 - 8230296 - 8223009 - 8223016

Email: [email protected]

Telex: 811389 VOCAR

Fax: (84-8) 8290586

5. Branch address of the Corporation:

Address: 8 Cat Linh, Dong Da District, Hanoi City

Telephone: (84-4) 8452721

Fax: (84-4) 7338598

6. Legal personality under Vietnamese law.

7. Articles of organization and operation, management and operational structure.

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

9. Corporate seal and opening bank accounts (including foreign currency accounts) in accordance with the provisions of the law.

10. Balance sheet, centralized funds in accordance with the provisions of the law.

Article 3.

The Corporation is subject to state management by the Ministry of Industry and other ministries, ministerial-level agencies, government agencies, People's Committees of provinces and centrally-administered cities as state management agencies; at the same time, it is subject to management by these agencies as agencies exercising the rights of the owner over state-owned enterprises in accordance with the Law on State-Owned Enterprises and other relevant laws.

Article 4.

The Communist Party of Vietnam organization within the Company operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and the regulations of the Communist Party of Vietnam.

Trade Union and other political-social organizations in the Company operate according to the Constitution and laws.

CFRAGRANCE II

Rights of the Company

PART I

RIGHTS OF THE COMPANY

Article 5.

1. The Company has the right to manage and utilize capital, land, natural resources, and other resources allocated by the State in accordance with the law to achieve the business objectives and tasks assigned by the State.

2. The Company has the right to raise capital, invest, form joint ventures, associate, and contribute capital with economic entities both domestically and internationally to establish companies in accordance with the law.

3. Transfer, lease, mortgage, pledge of property under the Corporation's management, except for important equipment and factories which must be approved by the Ministry of Industry and competent state management agencies in accordance with the principle of preserving and developing capital; for land and natural resources under the Corporation's management and use, implementation shall be in accordance with the law.

Article 6.

The Company has the right to organize management and business operations as follows:

1. Organize management structures and business operations in accordance with the objectives and tasks assigned by the State.

2. Update technology and equipment.

3. Establish enterprises, factories, production processing facilities, farms, experimental stations, centers, retail outlets; set up branches and representative offices of the Corporation within and outside the country in accordance with the law.

4. Engage in businesses consistent with the objectives and tasks assigned by the State; expand business scale according to the Corporation's capacity and market demand; engage in supplementary businesses permitted by competent state authorities.

5. Choose markets freely, export and import in accordance with the State's regulations.

6. Determine purchase and sale prices of materials, raw materials, products, and services, except for those products and services priced by the State.

7. Establish and apply material consumption norms, labor norms, unit price of wages within the framework of State norms and unit prices;

8. Select, hire, arrange employment, train workers, choose forms of remuneration, and have other rights of employers as stipulated by the Labor Code and other laws; decide wage and bonus levels for workers based on unit price of wages or service costs and the effectiveness of the Corporation's operations.

9. Invite and entertain foreign business partners of the Corporation in Vietnam; send Corporation personnel abroad for work, study, and survey trips in accordance with the law.

Article 7.

The Company has financial management rights as follows:

1. Utilize the capital and funds of the Company to promptly serve business needs according to the principle of preservation and repayment.

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

3. Set up and use basic depreciation funds, development investment funds, and other funds of the Corporation for investment, development, and improving the living standards of cadres and employees in accordance with the law.

4. Enjoy preferential policies of the State when performing production tasks or providing services for national defense, security, disaster prevention, public welfare activities, or supplying emergency products and services assigned by the State.

5. Enjoy investment or reinvestment incentives as prescribed by the State.

Article 8.

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

PART II

OBLIGATIONS OF THE COMPANY

Article 9.

The company has the obligation to accept and use effectively, preserve and develop the capital assigned by the State, including the capital invested in other enterprises; accept and use effectively natural resources, land, and other resources assigned by the State for business objectives and tasks assigned by the State.

Article 10.

The Company has the obligation to manage business operations as follows:

1. Register for business activities in accordance with the registered business fields; be responsible before the State for the results of the company's operations and be responsible before customers and the law for products and services provided by the company.

2. Develop long-term and annual production and business plans consistent with the goals and tasks assigned by the State and market demands, submit them to the Ministry of Industry for approval.

3. Modernize technology and management methods; use income from asset transfers for reinvestment, modernization of equipment and technology of the enterprise.

4. Fulfill obligations towards employees as stipulated by the Labor Code, ensuring that employees participate in managing the company.

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

6. Implement statistical reporting systems, accounting, regular reports as prescribed by the State and extraordinary reports upon request from the representative of the owner, and bear responsibility for the authenticity of these reports.

7. Be subject to inspection by the representative of the owner; comply with regulations on inspection by financial authorities and other competent state agencies as prescribed by law.

Article 11.

1. The company has the obligation to implement correctly the system and regulations on capital management, assets, funds, accounting, bookkeeping, auditing systems, and other systems prescribed by the State; bear responsibility for the authenticity and legality of the company's financial activities.

2. The company has the obligation to publicly disclose annual financial statements and information to accurately and objectively assess the company's operations as prescribed by the State.

3. The Company fulfills tax payment and State budget contribution obligations as prescribed by law.

Chapter III

Management structure of the company

Article 12.

1. The General Director of the company is appointed, relieved, rewarded, and disciplined by the Minister of Industry. The General Director of the company is the legal representative of the company and is responsible before the Minister of Industry and the law for managing the company's operations. The General Director has the highest authority to manage the company and must meet the standards and conditions as stipulated in Article 32 of the State Enterprise Law dated April 20, 1995.

2. Deputy General Directors assist the General Director in managing the company according to their assigned duties and powers delegated by the General Director, and are responsible before the General Director and the law for the tasks assigned and delegated.

3. The Chief Accountant assists the General Director in directing and organizing financial, accounting, and statistical work of the company and performs tasks and powers as prescribed by law.

4. Specialized departments of the company have the function of advising and assisting the General Director in management and operation.

Article 13.

The organizational structure of the company includes:

- Planning, Technical Research and Development Department;

- Financial Accounting Department;

- Business Import-Export Department;

- Warehouse Transport - Port Department;

- Organization and Labor Department;

- Administrative Management Department.

When necessary, the company may reorganize or establish additional specialized departments to advise and assist the General Director in management and operation.

Article 14.

The General Director of the company has the following responsibilities and powers:

1. Accept capital, land, natural resources, and other resources assigned by the State for management and use in accordance with the goals and tasks assigned by the State and be responsible for using them effectively, preserving, and developing the capital.

2. Develop the company's development strategy, long-term and annual plans, investment proposals, joint ventures, and organizational management schemes to be submitted to the Ministry of Industry for approval.

3. Organize the management and operation of the company's activities and its subordinate units.

4. Establish and promulgate economic and technical norms, product and service standards, wage rates in accordance with State regulations.

5. Issue regulations on wages, bonuses, labor, and discipline in accordance with current State regulations for application within the Company.

6. Determine purchase prices, sale prices of products and services in accordance with State regulations.

7. Propose to the Minister of Industry for the appointment, dismissal, transfer, reward, and punishment of Deputy General Directors and Chief Accountants.

8. Decide on the appointment, dismissal, transfer, reward, and punishment of department heads, deputy department heads, directors, deputy directors of subordinate units, and workers and staff with salary grades and levels managed by the company, and other rights of employers as stipulated by the Labor Code.

9. Report to the Ministry of Industry and competent state management agencies about the company's business and service results.

10. Be subject to inspection and supervision by the Ministry of Industry and relevant state authorities regarding the performance of the Company's functions and tasks as stipulated by law.

PART IV

THE WORKING GROUP OF EMPLOYEES IN THE COMPANY

Article 15.

The Workers' Congress of the company is a direct form for employees to participate in managing the company. The Workers' Congress of the company has the following rights:

1. Participate in discussing the establishment or supplementation and amendment of collective labor agreements for the representatives of the workforce to negotiate and sign with the General Director.

2. Discuss and approve the rules for using funds directly related to the interests of workers in the Company.

3. Discuss and provide opinions on planning, evaluation of production and business management effectiveness, propose measures to protect labor, improve working conditions, material and spiritual life, environmental hygiene, training and retraining of employees of the company.

4. Other benefits as stipulated by the Trade Union Law.

Article 16.

The Workers' Congress of the company organizes and operates according to the guidance of the Vietnam General Confederation of Labor.

CHAPTER V

SUBORDINATE UNITS OF THE COMPANY AND RELATIONSHIPS

BETWEEN THE COMPANY AND ITS SUBORDINATE UNITS

Article 17.

The company's subordinate units are factories and branches operating under separate accounts. Subordinate units open accounts at banks and have their own seals for transactions as prescribed by the company's General Director.

(List of subordinate units of the company in Appendix 1 attached to the Charter).

Article 18.

Responsibilities of the company's subordinate units:

1. Organize production and business operations according to plans registered with the company and technical-financial production plans assigned by the company.

2. Preserve and develop the capital, assets, and funds assigned by the company, strictly comply with the unified management and control of the company.

3. Implement economic accounting systems according to the company's hierarchical management regulations, be responsible for the results of production and business operations, fully implement state economic policies and laws.

4. Implement distribution based on labor results and production and business efficiency of the unit, improve working conditions, continuously care for material and spiritual life, nurture and enhance cultural and professional skills of workers and staff.

5. Protect assets, production, environment, maintain social order and security, fulfill national defense obligations.

Article 19.

1. The head of subordinate units is the Director, operating under the chief executive system, responsible for the results of production and business activities, social work before the General Director and state laws.

2. The Deputy Directors assist the Director as assigned by the Director.

3. Based on the tasks assigned, the Directors of subordinate units propose to the General Director to approve the organizational structure and management suitable to the scale of production and business operations of the unit.

Article 20.

The Director of subordinate units has the right to appoint, dismiss, reward, and discipline the heads of departments, chief managers, and workers-officials with classified salaries according to the分级管理权限，经总经理和一致同意后，以及根据《劳动法》规定由总经理授权的其他用人权利。

Propose appointments, dismissals, rewards, and disciplinary actions for positions managed by the Company.

Article 21.

In addition to the responsibilities of subordinate units, the Hanoi Branch of the Company also has the obligation:

1. To represent and report to the Ministry and relevant state authorities with the authorization and classification of the Company.

2. To grasp information on specialized activities in the northern region to report back to the Company as prescribed.

3. To sign contracts according to classification or authorized by the Company to sign trading contracts for materials, agricultural products, and import-export.

4. To organize service activities such as leasing office space, information advertising, product introduction, agency sales for enterprises within and outside the industry, and other service activities.

Article 22.

Responsibilities and powers of the Company in the field of planning and investment:

1. To develop the development strategy, planning, research topics, and production and business plans of the Company to register with the State.

Guide subordinate units to build investment plans - basic construction - production - technology, finance according to the Company's strategic goals.

Decide on assigning tasks and plans to subordinate units and direct these units to strive to complete their plans.

2. To develop joint venture projects; to oversee and manage joint ventures with the Company's capital contribution according to the Law on State Enterprises, the Enterprise Law, and the Law on Foreign Investment in Vietnam; to direct the representatives managing the Company's capital contribution in joint ventures to ensure that they operate in accordance with the joint venture charter and the development goals and directions of the Company and the State.

3. Consolidate and balance material, technical, and financial conditions according to the Company's plan for subordinate units to ensure effective business operations.

To promptly identify and resolve imbalances during the implementation of plans; to understand market demand and import-export changes to coordinate and regulate the effective use of production capacity within the Company.

4. To organize statistical analysis of the implementation of the Company's production and business plans and report to state management agencies as prescribed.

5. Inspect, evaluate, and approve the degree of completion of plans by each subordinate unit as a basis for implementing reward and penalty systems and establishing funds according to state regulations.

6. To be the investor in new construction projects of the Company; to authorize in writing the Directors of subordinate units for investment projects and bank loans to serve the development goals of production and business of the units.

Article 23.

Responsibilities and powers of subordinate units in the field of planning and investment:

1. Based on the guidance indicators of the Company, relying on production capacity, market demand, and economic contracts, to build production, technical, and financial plans; measures for organization and implementation to register with the Company.

2. Build operational plans and prepare production-business conditions, organize and strictly direct the implementation of monthly, quarterly, and annual plans and report to the Company as prescribed.

3. During the implementation of plans, units can proactively propose adjustments or supplements to production tasks to meet market demands, new cooperation and development capabilities, product innovation, application of technological progress... to improve production volume and product quality.

4. To organize the analysis of annual plan implementation situations regarding production-technical-financial, investment, labor conditions improvement, employee living standards, and report to the Company and the Workers' Congress as prescribed.

Article 24.

Responsibilities and powers of the Company in the field of scientific research and technical management:

1. To develop the Company's scientific research and technology innovation plan. To consolidate and direct units to implement the scientific and technical plans assigned by the Company. To organize research forces and facilitate cooperation between the Company, subordinate units, research institutions (institutes, schools...), and international cooperation.

2. Uniformly manage, direct, and implement economic and technical standards for the Company's and subordinate units' products.

3. To organize the management and inspection of product quality of subordinate units according to prescribed standards.

4. Organize review of quality standards and brand labels for new or trial-produced products.

5. Organize information, services, and consulting on science and technology in the industry, build, and submit economic-technical justifications for new project cooperation and investment.

6. Participate in reviewing investment and joint venture cooperation justifications with foreign countries of units in the industry when requested.

Article 25.

Responsibilities and authorities of subordinate units in the field of scientific research and technical management:

1. To organize and manage all production and technical activities according to the technological schemes, standard quotas, and product quality assigned by the Company. To proactively organize collaboration, research, and apply scientific and technological progress to production based on approval from the Company.

For scientific and technological research topics whose costs fall within the scope of the factory's production development fund, the unit decides. For topics requiring large costs exceeding the unit's financial capability, the unit submits to the Company for approval.

2. The responsible unit shall strictly organize and implement technical inspections and product quality checks during the production process to ensure compliance with prescribed quality standards.

3. Organize the management of all operational maintenance, repair, and handling of technical safety and labor protection issues for equipment.

4. To organize inspections of raw material and semi-finished product quality before production, to save raw materials and supplies, to apply new technologies, to use domestic raw materials and supplies instead of imports, to improve equipment, to protect the environment... to promptly verify, reward innovations, and disseminate research results into production.

5. Directly register product quality and brand marks approved by the Company.

Article 26.

Responsibilities and powers of the Company in the field of supply of materials, product consumption, and import-export:

1. Develop plans and organize the procurement, consumption, and import-export of materials, raw materials, equipment, and spare parts for the production and business operations of the Company and its affiliated units.

2. Implement entrusted import contracts for enterprises within and outside the Company.

3. Direct and inspect factories to establish and implement material quotas, regulations on usage, storage, and reserve systems according to state provisions.

4. To continuously investigate and expand domestic and foreign markets for product consumption, to improve product quality to meet consumer preferences; to organize product introductions, advertising, and customer feedback collection to continuously improve product quality and consumption organization.

Article 27.

Responsibilities and powers of subordinate units in the field of supply of materials, product consumption, and import-export:

1. Develop plans and independently organize the procurement of raw materials and supplies according to production plans or requests from the Company for supply.

2. To strictly inspect raw materials and supplies purchased in terms of quantity, specifications, and quality before warehousing and to manage the use of supplies strictly according to the prescribed levels. To organize the recording of material and product entry and exit according to prescribed regulations.

3. Effectively organize product sales from market research, understanding customer requirements, product introduction, signing sales contracts, delivery, to payment collection.

4. For fixed assets requiring liquidation, the unit reports to the Company for disposal to recover capital according to state regulations.

Article 28.

Responsibilities and powers of the Company in the field of personnel organization-labor remuneration:

1. Decide on organizational structure; study and promulgate unified management regulations and internal rules within the Company.

2. Develop proposals for the Ministry to consider the formation of new units, mergers, dissolutions, and ownership transfers of affiliated units.

3. To implement policies for positions stipulated in Clause 8, Article 14 and delegated management.

4. Develop and promulgate guidelines to uniformly enforce labor laws, social insurance, collective labor agreements, employment contracts... within the Company.

5. Plan and organize training and development for managerial, technical, vocational, economic, and skilled workers to meet the production and business needs of the Company.

6. Develop salary payment plans based on guidance and consolidation from subordinate units and allocate salary budgets to these units; settle annual salary accounts for subordinate units according to current regulations.

7. Study, review, and decide on comprehensive labor norms, wage scales, job grades, allowances within wages, and bonuses for units within the Company.

Article 29.

Responsibilities and authorities of subordinate units in the field of organizational staff and labor remuneration:

1. Directly manage the workforce of workers and civil servants in accordance with the Company's regulations and state laws; implement policies and benefits for positions specified in Article 20.

2. Based on assigned tasks and plans, establish management structures and organize production and business operations for approval by the General Director.

3. Within the allocated wage fund, employ labor suitable to production requirements during the planning period, sign collective labor agreements, and enter into labor contracts in accordance with state regulations and delegated management levels.

4. Fully develop and implement labor discipline and occupational safety regulations.

5. Care for training and developing skilled technical workers, organize learning sessions, upgrade skills, and build a proficient workforce and excellent technicians.

Propose rewards and disciplinary actions and implement labor policies, social insurance, and occupational safety in accordance with state regulations and company policies.

6. Decide on wage forms for employees based on production and business results within the allocated wage plan and according to approved wage regulations.

Article 30.

Responsibilities and authorities of the Company in the field of finance - accounting - pricing:

1. Manage all state-assigned capital funds, preserve and develop various types of capital, and use them effectively.

Transfer assets, capital, materials, equipment, etc., between subordinate units of the Company, based on agreement with the unit holding the assets. Review and submit to the Ministry for approval the liquidation of unused assets within the Company.

2. Sign economic contracts with domestic and foreign economic organizations, settle accounts with customers, ensuring compliance with state regulations on economic contracts.

3 ||| Direct the inspection of subordinate units in establishing purchase prices for raw materials within the price range set by the Company for each period, ensuring state regulations and achieving high economic efficiency.

4. Fulfill tax obligations to the state budget regarding corporate income tax, import-export tax, value-added tax, capital tax (the portion directly managed by the Company) and represent the industry in advising the state on tax, import-export, and domestic production protection policies.

5. Organize accounting, bookkeeping, statistics, and economic activity analysis throughout the Company in accordance with current state regulations on accounting and statistics and the Company's decentralized accounting rules, compile periodic financial reports and year-end settlements with the Ministry of Industry and the Ministry of Finance.

6 ||| Inspect and approve settlement, and guide the distribution of funds to subordinate units according to state regulations.

Article 31.

Responsibilities and authorities of subordinate units in the field of finance, accounting, and pricing:

1 ||| Manage all assets, types of capital, and funds allocated by the Company, responsible for preserving, developing, and using them effectively.

2 ||| Proactively increase capital to expand production and business operations, economic cooperation and linkage, and flexibly utilize various funds under the principle of return to expand and develop production and business operations.

3. Organize accounting, bookkeeping, and statistics in accordance with state regulations on accounting and statistics and the Company's delegation.

4. Be authorized by the Company to sign economic contracts for purchasing raw materials and selling products with domestic economic units. The unit bases prices on reasonable production costs, product utility, market supply and demand, and state price policies.

For primary raw material purchase prices, the unit bases decisions on the price range set by the Company at each time point.

5. Strictly fulfill obligations to pay value-added tax, capital tax, depreciation, property tax, business license fees, natural resource taxes (if applicable), and contributions to social insurance, health insurance, work injury insurance, etc., as stipulated by the state.

6. Be allowed to borrow funds for production and business operations according to approved plans by the Company.

Chapter VI

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES AND FOREIGN JOINT VENTURES

PART I

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

Article 32. The General Director of the Company may accept state capital or transfer part of the capital already allocated to contribute to other enterprises and shall have the following rights and obligations:

1. Develop a capital contribution plan to be submitted to the Ministry of Industry for approval.

2. Appoint, dismiss, commend, and discipline the representative managing the contributed capital of the Company in other enterprises.

3. Supervise and inspect the use of the Company's contributed capital, be responsible for its effective use, preservation, and development, and collect profits from the Company's capital contribution in other enterprises.

Article 33. Rights and obligations of the representative managing the Company’s contributed capital in other enterprises:

1. Participate in the management and operation structure of enterprises with the Company's capital contribution according to their Articles of Association.

2. Monitor and supervise the operational situation of the enterprise with the Company’s contributed capital.

3. Implement reporting systems and be accountable to the General Director of the Company regarding the contributed capital in those enterprises.

PART II

MANAGEMENT OF THE COMPANY'S CAPITAL IN FOREIGN JOINT VENTURES

Article 34. Joint ventures in which the Company participates are established, managed, and operated under Vietnam's foreign investment laws, related laws, and joint venture company bylaws. The Company fulfills all rights, obligations, and responsibilities towards these joint ventures as prescribed by law and contractual agreements.

(List of joint ventures with the Company's capital contribution is attached as Appendix 2 to the Articles of Association).

 

Chapter VII

FINANCIAL ASPECTS OF THE COMPANY

Article 35.

The Company implements independent accounting and financial autonomy in business operations in accordance with the State Enterprise Law, other legal provisions, and the Articles of Association of the Company.

Article 36.

1 ||| The charter capital of the Company includes:

a. Capital assigned by the state at the time of the Company's establishment.

b. Additional state capital invested in the Company.

c. Portion of post-tax profit allocated according to current regulations.

d. Other sources of capital (if any)

2 ||| When there is an increase or decrease in the charter capital, the Company must promptly adjust it in the Balance Sheet and announce the adjusted charter capital of the Company.

Article 37.

1 ||| The Company is established and uses funds to ensure high-efficiency development.

2. The funds of the Company are established by decision of the General Director, including:

a) Development investment fund established from basic depreciation funds and profits of the Company as stipulated by the Ministry of Finance, returns from the Company's capital contribution in other enterprises, foreign joint ventures, and other sources.

Basic depreciation capital and reinvestment returns of dependent accounting units of the Company are centralized at the Company for annual investment plans.

b) Financial Reserve Funds, Reward Funds, Welfare Funds established according to the guidelines of the Ministry of Finance. Specific levels of contribution, payment, and usage of these funds follow the guidelines of the Ministry of Finance.

Article 38.

Financial autonomy of the Company:

1. The Company operates on the principle of financial autonomy, balancing revenues and expenditures, and is responsible for preserving and developing the Company's business capital, including contributions to other enterprises and foreign joint ventures.

2. The Company implements financial oversight and monitoring throughout the Company. Dependent accounting units operate according to delegated levels and ensure centralized unified management principles throughout the Company.

3 ||| The Company's material responsibility in business relations and civil relations is limited to the level of the Company's charter capital at the time of the most recent announcement.

Chapter VIII

RELATIONSHIP BETWEEN THE COMPANY AND STATE AGENCIES

AND LOCAL AUTHORITIES

Article 39.

The Company is subject to inspection and supervision by the Ministry of Industry and relevant state management agencies as prescribed by law in the following areas:

1 ||| Adhere to laws, implement government and Ministry of Industry regulations related to the Company.

2. Implement planning and strategies for the Company's development within the overall industry planning and strategy framework; implement economic-technical norms and product quality standards set by the Ministry of Industry and the state.

3 ||| Adhere to financial systems, credit, tax, profit distribution; accounting and statistical systems as prescribed by laws on accounting and statistics.

4. Adhere to state and Ministry of Industry regulations on organizational and personnel work, including establishment, division, merger, restructuring, dissolution; approval and amendment of the Company's Articles of Association; appointment, dismissal, rewards, and disciplinary actions for the General Director, Deputy General Director, and Chief Accountant of the Company.

5 ||| Implement regulations on natural resource protection and environmental protection.

6 ||| Implement regulations on external relations and import-export.

7 ||| Ensure the implementation of rights and obligations towards employees in the Company as prescribed by law.

Article 40.

With local authorities, the Company is subject to state management and complies with administrative regulations and obligations towards People's Councils and People's Committees at various levels as state management agencies within their territorial jurisdiction as prescribed by law.

Article 41.

The Company may participate in activities with associations both domestically and internationally as prescribed by law to:

1. Receive and exchange information on scientific and technological progress, markets, policies, and strategies to guide the Company's development in line with general conditions.

2. Compile the situation and results of production and business activities in the industry to report to the competent state agencies. Compile and propose policies to support and develop the vegetable oil - essential oil - flavoring - cosmetic industry in Vietnam.

3. Participate with state agencies in appraising projects for developing the industry and integrating into regional and global economies; cooperate and form joint ventures with members of the Association for the purpose of developing the industry.

CHAPTER IX

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 42.

The restructuring, splitting, merging, or dissolution of the Company shall be organized by the General Director of the Company and submitted to the Minister of Industry for examination and decision.

Article 43.

If the Company loses its ability to pay maturing debts, it shall be handled according to the provisions of the Enterprise Bankruptcy Law.

Chapter X

IMPLEMENTING PROVISIONS

Article 44.

The Charter consists of ten chapters and forty-five articles, applicable to the Vegetable Oil Flavoring Cosmetic Company of Vietnam. All individuals and units subordinate to the Company are responsible for implementing this Charter.

Article 45.

In cases where additions or amendments to the Statutes are necessary, the General Director of the Company shall submit them for approval by the Minister of Industry.

APPENDIX 1

(Attached to the Charter on the Organization and Operation of the Vegetable Oil Flavoring Cosmetic Company of Vietnam)

LIST OF SUBORDINATE UNITS OF THE COMPANY

AT THE TIME OF ISSUING THE COMPANY CHARTER

 

1. Tan Binh Oil Factory

Address: No. 6 Truong Chinh Street, Ward 15, Tan Binh District, Ho Chi Minh City.

Telephone: (84-8) 8153010.

Fax: (84-8) 8153226.

2. Tuong An Oil Factory

Address: No. 48/5 Phan Huy Ich Street, Ward 15, Tan Binh District, Ho Chi Minh City.

Telephone: (84-8) 8153972.

Fax: (84-8) 8153649.

3. Thu Duc Oil Factory

Address: No. 18/2C Xuan Truong Street, Linh Xuan Ward, Thu Duc District, Ho Chi Minh City.

Telephone: (84-8) 7240754.

Fax: (84-8) 7240897.

4. Branch of the Vegetable Oil Flavoring Cosmetic Company of Vietnam in Hanoi

Address: No. 8 Cat Linh Street, Dong Da District, Hanoi City.

Telephone: (84-4) 8452721.

Fax: (84-4) 7338598.

ANNEX NO. 2

(Attached to the Charter on the Organization and Operation of the Vegetable Oil Flavoring Cosmetic Company of Vietnam)

LIST OF JOINT VENTURE UNITS WITH CAPITAL CONTRIBUTIONS FROM THE COMPANY

AT THE TIME OF ISSUING THE COMPANY CHARTER

 

1. Golden Hope Edible Oil - Nha Be Company

Address: Ward II, Phu Thuan Commune, District 7, Ho Chi Minh City. Telephone: (84-8) 8733005, 8733006 - Fax: (84-8) 8733597.

Branch in Hanoi: No. 38B Nguyen Truong To Street, Truc Bach Ward, Dong Da District, Hanoi City. Telephone: (84-4) 7161393 - Fax: (84-4) 7161392.

Foreign Partner: Golden Hope Plantations Berhad - Malaysia.

2. Cai Lan Vegetable Oil Company (CALOFIC)

Address: Bai Chay Commune, Cai Lan Port, Ha Long City, Quang Ninh Province. Telephone: (84-33) 846993, 845970 - Fax: (84-33) 845971.

Branch in Hanoi: Room 306, Floor 3, V-Tower Building, No. 649 Kim Ma Street, Ngoc Khanh Ward, Dong Da District, Hanoi City. Telephone: (84-4) 8733723 - Fax: (84-4) 8337736.

Branch in Ho Chi Minh City: Unit 1601, Me Linh Point Tower, No. 2 Ngo Duc Ke Street, District 1, Ho Chi Minh City. Telephone: (84-8) 8237846 - Fax: (84-8) 8241265.

Foreign Partner: Siteki Investments Pte. Ltd., part of Kuok Oils & Grains Pte. Ltd., Singapore.

3. LG VINA Cosmetics Joint Venture Company

Address: Nhon Trach Industrial Zone II, Dong Nai Province. Telephone: (84-61) 849078 - Fax: (84-61) 849079.

Branch in Ho Chi Minh City: Floor 5, Harbour View Building, No. 35 Nguyen Hue Street, District 1, Ho Chi Minh City. Telephone: (84-8) 9250527 - Fax: (84-8) 9250526.

Branch in Hanoi: No. 133 Thai Ha Street, Dong Da District, Hanoi City. Telephone: (84-4) 5370824 - Fax: (84-4) 5370823.

Foreign Partner: LG Household & Health Care Ltd./.