Decision No. 08/2005/QD-BCN Regarding the Approval of the Charter on Organization and Operation of Vietnam Vegetable Oil Fragrance and Cosmetics Corporation under the Parent Company-Subsidiary Model

Pursuant to …;

Regarding the approval of the charter on organization and operation of Vietnam Vegetable Oil Fragrance and Cosmetics Corporation under the parent company - subsidiary model.

vegetable oil fragrance cosmetics vietnam according to the parent company - subsidiary model.

________________________________________

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 corporations and the transformation of state-owned holding corporations and independent state-owned companies into the parent company - subsidiary model;

Pursuant to Decision No. 175/2004/QĐ-BNC dated December 23, 2004 of the Minister of Industry regarding the transfer of Vietnam Vegetable Oil Fragrance and Cosmetics Corporation to operate under the parent company - subsidiary model;

Considering the proposal of Vietnam Vegetable Oil Fragrance and Cosmetics Corporation (Report No. 1187 dated December 24, 2004);

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

DECISION:

Article 1. Approves the Charter on Organization and Operation of Vietnam Vegetable Oil Fragrance and Cosmetics Corporation under the parent company - subsidiary model attached hereto.

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

The Heads of the Office of the Ministry, the Inspector General of the Ministry, the Heads of Departments and Directorates under the Ministry, the General Director of Vietnam Vegetable Oil Fragrance and Cosmetics Corporation, and the Heads of related units shall be responsible for implementing this Decision.

 

CHARTER

ORGANIZATION AND OPERATION OF VIETNAM VEGETABLE OIL FRAGRANCE AND COSMETICS CORPORATION UNDER THE PARENT COMPANY-SUBSIDIARY MODEL

(Attached to Decision No. 08/2005/QĐ-BCN dated March 1, 2005)

In this Charter, the following terms are understood as follows:

of the Minister of Industry)

PART I

GENERAL PROVISIONS

Article 1. Definitions

1. Parent Company

is Vietnam Vegetable Oil Fragrance and Cosmetics Corporation, which has been transformed in organization and operation under the parent company - subsidiary model pursuant to Decision No. 175/2004/QĐ-BCN dated December 23, 2004 of the Minister of Industry, operating under the Law on State-Owned Enterprises. 2. Subsidiary

is a member unit of the Parent Company, including: a) A limited liability company wholly owned by the Parent Company;

b) Companies with controlling shares or capital contributions from the Parent Company, including: limited liability companies with two or more members, joint-stock companies, foreign joint ventures, and overseas companies.

3. Associated Company

are companies with non-controlling shares or capital contributions from the Parent Company, organized as limited liability companies with two or more members, joint-stock companies, foreign joint ventures, and overseas companies. 4. Controlling Power

is the right of decision-making or influence of the Parent Company over subsidiaries and associated companies regarding their charters, key personnel, management structures, market sales, production and business strategies, investment directions, and other important issues as stipulated in the charters of subsidiaries and associated companies and the laws. a) Conditions for the Parent Company to have controlling power over subsidiaries are that the Parent Company, as the owner, shareholder, or capital contributor, holds more than fifty percent (50%) of the registered capital of the subsidiaries;

b) Conditions for the Parent Company to have controlling power over associated companies are that the Parent Company holds ownership rights to the "product brand," "technological secrets," or "market sales" of these associated companies, as recorded in the charters of the associated companies.

5. Controlling Shares, Controlling Capital Contributions

are shares or capital contributions of the Parent Company exceeding fifty percent (50%) of the registered capital of the subsidiary, or together with another subsidiary or associated company, holding a different proportion sufficient under the law and the charter of the company to enable the Parent Company to exercise controlling power over that company. 6. Representative of the Parent Company's Owner

is the Ministry of Industry, the authority deciding the establishment of the Parent Company and investing capital in the Parent Company, based on the delegation of the Prime Minister. 7. Investment Profit

is the profit earned by the Parent Company from its investment activities. 8. Investment Outside the Parent Company

is the activity of the Parent Company investing capital in the registered capital of subsidiaries and associated companies, and other forms prescribed by law. The Parent Company

Article 2. Vietnam Vegetable Oil Fragrance and Cosmetics Corporation is a state-owned enterprise directly under the Ministry of Industry, organized and operating under the parent company - subsidiary model pursuant to Decision No. 175/2004/QĐ-BCN dated December 23, 2004 of the Minister of Industry.

a) Name: VIETNAM VEGETABLE OIL FRAGRANCE AND COSMETICS CORPORATION;

1. The parent company has:

b) International Trade Name: NATIONAL COMPANY FOR VEGETABLE OILS AROMAS AND COSMESTICS OF VIETNAM;

c) Abbreviation: VOCARIMEX;

d) Emblem (logo) of the Parent Company: A green coconut tree next to industrial production plants and the red letters VOCARIMEX;

e) Main office: No. 58 Nguyen Binh Khiem Street, Da Kao Ward, District 1, Ho Chi Minh City;

- Telephone: (84.8) 8294513 - 8223009 - 8230296 - 8223016;

- Fax: (84.8) 8290586;

- Email: [email protected];

- Website: www.vocarimex.com

f) Branch in Hanoi: No. 8 Cat Linh Street, Dong Da District, Hanoi. - Telephone: (84.4) 8452721;

- Fax: (84.4) 7338598.

2. Organizational Form and Legal Personality:

a) The Parent Company is a state-owned enterprise wholly owned by the State; the Parent Company directly carries out production, business operations, and financial investments in other companies, responsible for preserving and developing the state capital at the Parent Company and the invested capital in other companies;

b) The Parent Company has legal personality, a separate name, seal, and can open domestic and foreign currency accounts at domestic and foreign banks; the Parent Company has its own capital and assets, and is liable for debts with all of its assets;

c) The Parent Company is managed and operated by the General Director; it has rights and obligations as prescribed by the Law on State-Owned Enterprises; it organizes and operates according to the Charter of the Parent Company and the provisions of the law;

d) The Parent Company has the right to own, use, and dispose of its name and emblem (logo) according to the law.

3. The Parent Company is responsible for inheriting the legitimate rights and obligations of the previous Vietnam Vegetable Oil Fragrance and Cosmetics Corporation.

4. The parent company-subsidiary group does not have legal personality.

Purpose and Objectives of the Parent Company

Article 3. AIMS AND OBJECTIVES OF THE PARENT COMPANY'S OPERATIONS

1. Engage in profit-making activities, preserve and develop the capital contributed to the Parent Company and invest in the Parent Company, and fulfill tasks assigned by the Minister of Industry.

2. Maximize the operational efficiency of the Parent Company and the Parent Company-Subsidiary Group.

Article 4. Scope of operations, duties, and business sectors

1. The scope of operations of the Parent Company includes: production and business activities within Vietnam and abroad in accordance with the law.

2. Main duties of the Parent Company:

a) Directly produce, trade, import and export various types of animal and vegetable oils, essential oils, flavorings, cosmetics, and products derived from oil-bearing plants; exploit and provide port services; invest in developing raw material areas for oil-bearing plants;

b) Exercise rights and obligations of the owner regarding the capital invested in subsidiaries and associated companies.

c) Serve as the focal point and representative for the national vegetable oil economy in international cooperation.

3. Business sectors of the Parent Company:

a) Production and trading of animal and vegetable oils, essential oils, flavorings, cosmetics, detergents, coconut charcoal, and products derived from oil-bearing plants;

b) Processing livestock feed; production and trading of packaging materials;

c) Import and export, and trading of materials, raw materials, vegetable oils, essential oil products, agricultural and forestry products containing oil, and specialized equipment and materials serving the company's tasks;

d) Rent warehouses, yards, and houses for office work;

đ) Exploit and provide port services for the import and export of vegetable oils and other goods;

e) Invest in and develop raw material areas for oil-bearing plants;

g) Engage in other business sectors as prescribed by law.

Article 5. Registered Capital of the Parent Company

The registered capital of the Parent Company at January 1, 2004 was 472.108 billion VND (Four hundred seventy-two billion, one hundred and eight million VND).

When increasing or decreasing the registered capital, the Parent Company must register with the business registration authority and announce the adjusted registered capital.

1. The capital of the Parent Company includes: capital invested by the State, self-supplemented capital from annual business results, and other lawful sources (if any) at the Parent Company and investments in subsidiaries and associated companies.

2. Total capital, sources of capital, and any increase or decrease in capital of the Parent Company shall be reflected in the Parent Company's balance sheet in accordance with the law.

Article 6. Relations with state agencies and local authorities

1. The Ministry of Industry represents the owner for the Parent Company, exercising the rights and obligations of the owner regarding the State's investment capital in the Parent Company and its subsidiaries and associated companies.

2. The Parent Company is subject to state management and specialized management by other state management agencies as prescribed by the Government and the law.

3. The Parent Company is subject to state management and fulfills obligations to the local authority where the Parent Company is headquartered in accordance with the law.

Article 7. Communist Party of Vietnam Organizations and Other Political-Social Organizations in the Parent Company

Communist Party of Vietnam organizations, Trade Union organizations, and other political-social organizations in the Parent Company operate in accordance with the Constitution, laws, the Charter of the Communist Party of Vietnam, the Charter of the Trade Union, and the charters of other political-social organizations, consistent with the Constitution and laws.

Chapter II

RIGHTS AND OBLIGATIONS OF THE PARENT COMPANY

Article 8. Rights of the Parent Company concerning capital and assets

1. Possess and use the Parent Company's capital and assets for business purposes, realizing legitimate benefits from the Parent Company's capital and assets.

2. Dispose of the Parent Company's capital and assets in accordance with the Law on State-Owned Enterprises and other relevant laws.

3. Use and manage state-owned land and resources in accordance with the law on land and natural resources.

4. The State does not reallocate State investment capital in the Parent Company and the Parent Company's capital and assets without payment, except in cases of reorganizing the Parent Company or implementing public service supply objectives.

5. Change the asset structure to develop production and business activities.

6. Transfer, lease, pledge, mortgage, liquidate the Parent Company's assets in accordance with the law; be allowed to mortgage the value of land use rights together with attached assets in accordance with the law.

7. Decide on the restructuring and transfer of part of the capital of dependent units of the Parent Company.

8. Exercise ownership rights over the capital invested in subsidiaries and associated companies in accordance with this Charter, the Financial Regulations of the Parent Company, the charters of subsidiaries and associated companies, and the law.

9. Determine the ownership ratio of the Parent Company when implementing ownership conversion in subsidiaries that are single-member limited liability companies and dependent accounting units in accordance with the law.

10. Exercise other rights and enjoy benefits from the Parent Company's capital and assets in accordance with the law.

Article 9. Obligations of the Parent Company concerning capital and assets

1. Use effectively and optimize profits from state-provided and invested capital, land, and other resources.

2. Be liable for civil responsibility with all the Parent Company's assets.

3. Periodically revalue the Parent Company's assets in accordance with the Government's regulations.

4. Fulfill other obligations from the Parent Company's capital and assets in accordance with the law.

Article 10. Business Rights of the Parent Company

1. Independently organize production and business, establish management structures according to business requirements and ensure effective business operations.

2. Engage in industries and businesses not prohibited by law; expand business scale according to the Parent Company's capacity and domestic and foreign market demand.

3. Seek domestic and foreign markets and customers, and sign contracts. Directly engage in export and import business, except for items banned for export and import by the State.

4. Independently decide on purchase and sale prices of products and services, except for public services and products and services priced by the State, which shall follow the price levels or ranges set by the State.

5. Decide on investment projects in accordance with laws on investment; use capital and assets of the Parent Company to form joint ventures, joint operations, and contribute capital to other businesses both domestically and internationally; lease, purchase part or all of another company, and other forms of investment outside the Parent Company.

6. Use capital of the Parent Company or raised capital to establish a state-owned limited liability company with one member; jointly with other investors to establish a joint stock company or a limited liability company with two or more members in accordance with the law.

7. Open branches and representative offices both domestically and abroad in compliance with relevant laws.

8. Dispatch staff for study and work abroad; invite and welcome foreign business partners.

9. Develop, issue, and apply economic and technical norms, labor, materials, unit wage prices, and other costs based on ensuring the business efficiency of the Parent Company and in accordance with legal provisions.

10. Select, hire, arrange, utilize, train, discipline, terminate employment for workers; choose appropriate salary and bonus forms in line with business requirements and other rights stipulated by labor laws.

11. Be protected for all intellectual property objects, names, logos, and product brands of the Parent Company according to legal provisions.

12. Other business rights as prescribed by law.

Article 11. Business Obligations of the Parent Company

1. Register for business and operate within the registered industry and profession; ensure the quality of products and services provided by the Parent Company in accordance with registered standards.

2. Modernize technology and management methods to enhance efficiency and competitiveness.

3. Ensure the legitimate rights and interests of workers as stipulated by the Labor Code; guarantee workers' participation in managing the Parent Company.

4. Adhere to state regulations on national defense, security, culture, public order, social safety, resource protection, and environmental conservation.

5. Implement accounting, auditing, and financial reporting systems, statistical reports in accordance with legal provisions and the requirements of the Ministry of Industry.

6. Accept supervision and inspection by the Ministry of Industry; comply with decisions on inspections made by financial authorities and other competent state agencies as prescribed by law.

7. Bear responsibility before the Ministry of Industry for using capital to participate in investments, establishing new subsidiaries and associated companies, and other forms of investment outside the Parent Company.

8. Fulfill other business obligations as prescribed by law.

Article 12. Financial Rights of the Parent Company

1. Raise capital for business through issuing bonds, promissory notes, bills of exchange of the Parent Company; borrow from banks, credit organizations, and other financial institutions, individuals, and organizations outside the Parent Company; borrow from workers within the Parent Company and other forms of raising capital as prescribed by law. The raising of business capital shall be carried out on the principle of self-responsibility for repayment, ensuring the effectiveness of raised capital usage, and not changing the ownership form of the Parent Company.

In cases where the Company raises capital for ownership conversion, it shall be implemented in accordance with Chapter VIII of the State-Owned Enterprise Law and other legal provisions.

The raising of capital from individuals and organizations abroad shall be carried out in accordance with government regulations on external debt management.

2. Provide guarantees with its own assets and creditworthiness to credit organizations for subsidiaries to borrow capital in accordance with legal provisions.

3. Utilize capital and funds of the Parent Company for the business activities of the Parent Company and subsidiaries; the utilization of capital and funds of the Parent Company shall be carried out on the principle of repayment as prescribed by law.

4. Independently determine the depreciation rate to recover capital quickly but must ensure at least the compensation for actual tangible and intangible asset depreciation and not lower than the minimum depreciation rate prescribed by law.

5. Enjoy subsidies, price supports, or other preferential policies when performing public welfare tasks, national defense, security, disaster prevention, or providing products and services according to state pricing policies when revenue does not cover production costs.

6. Allocate bonuses for innovation, technological improvement, management, and technology; bonuses for increased labor productivity; bonuses for material savings and cost reduction as prescribed by law. These bonus amounts are recorded as business expenses based on ensuring the business efficiency of the Parent Company due to innovations, technological improvements, management, technology, increased labor productivity, material savings, and cost reductions.

7. Enjoy investment or reinvestment preferential policies as prescribed by law.

8. Refuse and report any requests to provide resources not prescribed by law from any individual, agency, or organization, except voluntary contributions for humanitarian or public welfare purposes.

9. Not required to pay corporate income tax on investment profits if subsidiaries have already paid corporate income tax before distributing profits to shareholders as prescribed by law.

10. After paying taxes and covering previous year losses that cannot be deducted from pre-tax profit, the Parent Company has the right to use realized profits and investment profits obtained from investing in subsidiaries and associated companies, set up financial reserve funds, development investment funds, award funds, welfare funds, and other funds as prescribed by law; the remaining portion can be used to supplement capital for the Parent Company as prescribed by law; principles, rates of contribution, and usage are specified in the Parent Company's Financial Regulations.

11. Have the right to use the state capital recovered from converting ownership of subsidiaries which are state-owned limited liability companies with one member and dependent units of the Parent Company.

12. Exercise the rights of the owner regarding the portion of capital that the Parent Company invests in subsidiaries and associated companies.

13. Decide on investment and capital contributions; adjust the ratio, increase or decrease the invested capital and contributed capital of the Parent Company in subsidiaries and associated companies.

14. Supervise and inspect the use of invested capital of the Parent Company in subsidiaries and associated companies; be responsible for the efficiency, preservation, and development of the portion of capital invested outside the Parent Company.

15. Receive income and bear risks from the portion of capital invested in subsidiaries and associated companies.

16. Other financial management rights as prescribed by law.

Article 13. Financial obligations of the Parent Company

1. Conduct profitable business, ensure profit rate targets set by the Ministry of Industry for state-owned capital investment; register, declare and pay sufficient taxes; fulfill obligations to the owner and other financial obligations as prescribed by law.

2. Manage and use effectively all sources of business capital (including the portion of capital invested in subsidiaries and associated companies), resources, land, and other assets invested, assigned, or leased by the State.

3. Use capital and other resources to carry out public welfare activities based on contracts and special tasks when requested by the State.

4. Fully comply with capital management systems, asset systems, funds, accounting records, auditing systems as prescribed by law; be responsible for the truthfulness and legality of the Parent Company's financial activities.

5. Implement the Parent Company's financial reporting system, consolidated financial reports of the Parent Company and its subsidiaries; publicly disclose annual financial information and provide necessary information to assess the true effectiveness of the Parent Company's operations.

6. Maintain accounting books, record accounting books, invoices, vouchers, periodically report accurately and fully about the enterprise and the Parent Company's financial reports to the business registration authority, tax authority, financial authority, and the Ministry of Industry as prescribed by the State and be responsible for the authenticity of the reports.

7. Other financial management obligations as prescribed by law.

Article 14. Rights and Obligations of the Parent Company in Participating in Public Welfare Activities

When requested by the State to place orders or participate in bidding to implement public welfare activities, the Parent Company may use its own capital and other resources to execute production plans, supply public goods and services according to the regulations and laws governing public welfare activities.

Chapter III

ORGANIZATION AND MANAGEMENT OF THE PARENT COMPANY

Article 15. The organizational structure of the Parent Company

1. The organizational structure of the Parent Company includes:

a) General Director;

b) Deputy General Directors;

c) Chief Accountant;

d) Supporting staff.

2. During the course of business operations, the organizational structure and management of the Parent Company may be adjusted to meet requirements and to achieve the Parent Company's business objectives.

Article 16. General Director, Deputy General Directors, Chief Accountant, and Supporting Staff

1. The General Director manages the Parent Company, legally represents the Parent Company; is authorized by the Minister of Industry to represent the owner's equity contribution of the Parent Company in subsidiaries and associated companies; is responsible before the Minister of Industry and the law for performing assigned rights and duties.

2. Deputy General Directors assist the General Director in managing the Parent Company according to their assigned roles and delegated powers by the General Director; are responsible before the General Director and the law for the assigned and delegated tasks.

3. The Chief Accountant has the responsibility to organize the implementation of the Parent Company's financial and accounting work; assists the General Director in supervising finances at the Parent Company and the financial investments of the Parent Company in subsidiaries and associated companies according to financial and accounting laws; is responsible before the General Director and the law for the assigned or delegated tasks.

4. The office and specialized departments have advisory and supporting functions for the General Director and Deputy General Directors in management and operation.

Article 17. Standards and Conditions for Selecting the General Director

1. Standards and conditions for selecting the General Director:

a) Possess business capability and organizational management skills for the Parent Company; hold a bachelor's degree, with expertise in the main business field of the Parent Company; have at least three years of experience in managing and operating enterprises in the vegetable oil industry;

b) Be in good health; possess good moral character, honesty, integrity; understand the law and have a sense of compliance with the law; reside permanently in Vietnam.

2. The following individuals shall not be selected for appointment or contract as General Director:

a) Individuals who were directors of state-owned companies but violated discipline to the extent of being dismissed, relieved of duty, or causing the company to fall into a situation as stipulated in Point a Clause 3 Article 18 of this Charter.

b) Belong to the category prohibited from assuming managerial and operational positions in enterprises according to legal provisions.

Article 18. Selection, Appointment, Removal, Contracting, and Termination of Contracts with the General Director, Deputy General Directors, and Chief Accountant.

1. The Minister of Industry decides on the selection for appointment, removal, or contracting, termination of contracts with the General Director; decides on the appointment, removal, or contracting, termination of contracts with Deputy General Directors and Chief Accountants based on the recommendation of the General Director.

2. The process of selecting, appointing, and contracting with the General Director is carried out according to the provisions of the Prime Minister. The General Director is appointed or contracted for a term not exceeding five (5) years and can be reappointed or contracted again.

3. The General Director will be removed or have their contract terminated prematurely in the following cases:

a) Causing the Parent Company to incur losses for two consecutive years or failing to meet the profit rate target on state-owned capital investment for two consecutive years or experiencing alternating profits and losses but unable to rectify the situation, except where losses or reduced profit rates on state-owned capital investment are approved by the competent authority; losses or reduced profit rates on state-owned capital investment due to objective reasons explained and accepted by the competent authority; new investments to expand production or modernize technology;

b) The Parent Company falls into bankruptcy but does not file for bankruptcy proceedings;

c) Failing to complete tasks or targets assigned by the Minister of Industry or failing to fulfill obligations under contracts;

d) Being dishonest in performing duties or exploiting positions and powers for personal gain or for others; reporting financial situations of the parent company inaccurately;

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

e) Losing or being restricted in civil capacity.

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

a) Resigning;

b) When there is a decision to transfer or reassign work.

Article 19. Duties and Powers of the General Director

1. Receiving and effectively utilizing capital transferred from the State, the Ministry of Industry, investments, and other assets, land, resources, and other sources provided by the State, the Ministry of Industry, loans, and leases.

2. Developing strategies for development, long-term plans, annual plans, business sectors, organizational management proposals of the parent company to be submitted to the Ministry of Industry for approval.

3. Managing the operations of the parent company; organizing the implementation of objectives, development strategies, production and business plans, investment projects, decisions of the owner as stipulated in Clauses 20 and 21 of this Article; representing the parent company in signing and directing the execution of economic and civil contracts.

4. Deciding on the use of the parent company's capital to establish wholly state-owned limited liability companies, investment projects, asset sale contracts with a value up to 30% of the remaining total asset value on the parent company’s accounting books; loan, lending, leasing, and other economic contracts but not exceeding the registered capital of the parent company.

5. Deciding on methods to raise funds for business activities without changing the form of ownership of the parent company; deciding on cooperation plans between the parent company and its subsidiaries and associated companies.

6. Deciding on organizational management models, business operations, market development solutions, technological innovation, staffing and management system usage; recruitment, planning, training of labor, wage distribution, bonuses of the parent company; issuing internal management regulations, purchasing materials, trading goods, and services to be implemented within the parent company.

7. Issuing economic and technical norms, product standards, labor quotas, wage rates applicable within the parent company in accordance with the provisions of the Ministry of Industry and the State.

8. Deciding on the establishment of domestic and foreign branches and representative offices of the parent company in compliance with legal regulations.

9. Deciding on the selection, signing of contracts, termination of contracts, or appointment, dismissal, rewards, and disciplinary actions for department heads, deputy department heads; branch directors, deputy directors, representative office directors, dependent accounting units, and equivalent positions within the parent company; determining wages and allowances for employees within the parent company, including those under his/her appointment authority.

10. Deciding on the dispatch, change, removal, rewards, disciplinary actions, allowances, and other benefits for representatives of the parent company's share capital at subsidiaries and associated companies according to the Articles of Association and relevant laws.

11. Assigning tasks and requiring representatives of the parent company's share capital at subsidiaries and associated companies to report periodically or urgently on financial conditions, the use of the parent company's share capital, business results, and other matters at subsidiaries and associated companies.

12. Approving the articles of association of wholly state-owned limited liability subsidiaries, organizational and operational regulations of dependent accounting units.

13. Deciding on adjustments to the registered capital of wholly state-owned limited liability subsidiaries through increases or decreases in the parent company's share capital contribution.

14. Deciding on the organizational management model with a board of directors or a company chairman for wholly state-owned limited liability subsidiaries, the number and structure of board members; appointing, dismissing, and disciplining the chairman, board members, or subsidiary company chairmen, and determining their salaries.

15. Approving the annual financial reports and approving the profit utilization plan after tax of wholly state-owned limited liability subsidiaries.

16. Supervising the chairman and board members, company chairmen, directors of wholly state-owned limited liability subsidiaries; directors of dependent accounting units, and representatives of the parent company's share capital in other enterprises in the performance of their functions and responsibilities as stipulated by the Law on State-Owned Enterprises and the Articles of Association.

17. Entitled to receive an annual salary. The amount of salary and bonus corresponds to the effectiveness of the parent company's operations, decided by the appointing authority or according to signed contracts. Salary is advanced monthly and settled annually. Annual bonuses are calculated based on the parent company's business results for the year, paid partially at the end of the year, and the remainder is paid after the term ends; specifically, the final year's bonus is calculated based on the results of that year and the growth over the entire term.

18. Reporting to the Ministry of Industry and financial authorities on the results of the parent company's business operations and the parent company-subcompany complex.

19. Subject to inspection and supervision by competent state management agencies as prescribed by law.

20. Recommending to the Minister of Industry:

a) Approving and amending the Articles of Association of the parent company;

b) Approving the objectives, development strategies, long-term plans, annual plans, business sectors, organizational management proposals of the parent company;

c) Deciding on restructuring, mergers, consolidations, divisions, dissolutions, changes in ownership of the parent company; funding-raising plans leading to changes in the parent company's ownership.

d) Decision to use the capital of the parent company to establish a state-owned limited liability company with one member, investment projects, purchase shares, contribute capital to domestic enterprises, sell assets of the parent company valued at more than 30% of the remaining total asset value on the parent company's accounting books; borrowing, lending, leasing out or renting capital or assets with a value greater than the registered capital of the parent company;

đ) Approve the plan to use capital and assets of the parent company to contribute capital for joint ventures with foreign entities; overseas investment projects of the parent company; plans to acquire businesses from other economic sectors; plans to transfer part or all of the registered capital of a wholly-owned limited liability company held by the parent company to other organizations or individuals;

e) Decide on the conversion of ownership for state-owned limited liability companies with one member fully owned by the parent company, and dependent accounting units of the parent company;

g) Decide to accept enterprises voluntarily joining as subsidiary units of the parent company;

h) Decide on the selection process to sign contracts or appoint, dismiss, demote, reward, or discipline Deputy General Directors and Chief Accountants of the parent company;

i) Approve the annual financial statements of the parent company and consolidated financial statements of the parent company and its subsidiaries; approve the plan to use post-tax profits or handle losses during the business operations of the parent company.

21. Recommend the Ministry of Industry and the Ministry of Finance:

a) Approve the Financial Regulations of the parent company;

b) Invest additional funds to increase the registered capital of the parent company;

c) Evaluate the results of operations and management of the parent company according to the regulations of the Government.

22. Other tasks and authorities as prescribed by law and the Articles of Association of the parent company.

Article 20. Duties and responsibilities of the General Director

1. Faithfully and responsibly implement the rights and duties assigned for the benefit of the parent company and the State; organize the implementation of laws at the parent company.

2. Shall not abuse position, authority, use the assets and capital of the parent company for personal gain or that of others; shall not lend the assets of the parent company and its subsidiaries to others; shall not disclose secrets of the parent company and its subsidiaries, associated companies during the period of performing the role of General Director and within three years after ceasing to be the General Director.

3. In case of violation of the Articles of Association of the parent company, making decisions beyond authority, abusing position and authority, causing damage to the parent company, subsidiaries, and the State, compensation for damages caused must be made according to the provisions of the law and the Articles of Association of the parent company.

4. When violating any of the following cases but not to the extent of being criminally prosecuted, the General Director shall not be rewarded, shall not have salary increases, and shall be subject to disciplinary action depending on the degree of violation:

a) Causing the parent company to incur losses;

b) Causing the loss of state capital;

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

d) Failing to ensure salaries and other benefits for employees at the parent company as stipulated by labor laws;

đ) Causing violations in managing capital and assets, accounting systems, auditing systems, and other systems prescribed by the State.

5. In case the parent company falls into the situation specified in point a, Clause 3, Article 18 of this Articles of Association, depending on the degree of violation and consequences, the General Director may face salary reductions or dismissal, and must compensate for damages according to the law.

6. When the parent company fails to pay off due debts and other financial obligations, the General Director:

a) Must report to the Minister of Industry and propose a debt repayment plan;

b) Shall not increase salaries and shall not allocate profits for bonuses for managers and employees;

c) Shall bear personal responsibility for damages suffered by creditors due to non-compliance with the obligations set forth in points a and b of this clause;

d) Must recommend measures to overcome financial difficulties of the parent company.

7. If the parent company enters bankruptcy but the General Director does not file for bankruptcy, he/she shall be held responsible according to the law.

8. If the parent company is reorganized, dissolved, or converted ownership without undergoing the necessary reorganization, dissolution, or ownership conversion procedures, the General Director shall be dismissed and the employment contract terminated prematurely.

9. The General Director can only hold management positions in limited liability companies, joint-stock companies, or companies with foreign investment when recommended by the Ministry of Industry for election to such management positions or appointed as representatives of the parent company for the contributed capital in those enterprises.

The spouse, parents, children, or full siblings of the General Director shall not hold the position of Chief Accountant or Cashier at the parent company. Economic, labor, or civil contracts signed by the parent company with the General Director, his/her spouse, parents, children, or full siblings must be reported to the Ministry of Industry; if the Ministry of Industry discovers that the contract has a self-interested purpose and the contract 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 will be considered void, and the General Director must compensate the parent company for damages and be subject to legal sanctions.

Article 21. Dependent Accounting Units of the Parent Company

1. Dependent accounting units of the parent company implement the hierarchical accounting system prescribed by the parent company.

2. Have the right to enter into economic contracts, conduct business activities, financial activities; scientific research, training, technology transfer; organization and personnel matters according to the hierarchical division prescribed in the Articles of Association or organizational and operational regulations of the unit approved by the General Director of the parent company. The parent company is responsible for the financial obligations arising from the dependent accounting units and public service units.

Chapter IV

FINANCIAL MANAGEMENT OF THE PARENT COMPANY

Article 22. Management and use of capital

1. The parent company is invested with capital by the State and the Ministry of Industry to organize production and business activities; the parent company manages capital at subsidiaries and associated companies and carries out investment activities; it is responsible for managing and utilizing capital sources to optimize profits.

2. The parent company operates independently and financially autonomously in business activities according to the Financial Regulation of the Parent Company and in accordance with the provisions of the law.

Article 23. Establishment and utilization of funds of the parent company

1. The parent company is established and uses centralized funds to ensure the high efficiency of the development process of the parent company and the parent company-subsidiary group.

2. The principles of establishing and using these funds are carried out in accordance with the provisions of the law and guidelines from the Ministry of Finance.

3. The General Director decides on the establishment of funds of the parent company in accordance with the provisions of the law and is specifically stipulated in the Financial Regulation of the Parent Company.

Article 24. Financial Regulations of the Parent Company

1. The parent company establishes Financial Regulations reflecting in detail the main financial principles of the parent company to apply to the parent company-subsidiary group and associated companies. These Financial Regulations must comply with the provisions of this Charter and the provisions of the law and must be approved by the Ministry of Industry to submit to the Ministry of Finance for approval.

The Financial Regulations stipulate that the parent company:

a) Operates on the principle of financial autonomy, balancing revenues and expenditures, being responsible for preserving and developing the parent company's capital sources, including the portion of capital contributed to subsidiaries and associated companies;

b) Is responsible for paying off debts recorded in the balance sheet of the parent company and other financial commitments (if any);

c) Implements financial activity monitoring within the parent company and subsidiaries and associated companies;

d) Is responsible for paying taxes and other financial obligations (if any) as prescribed by law and the Financial Regulation of the Parent Company, except for taxes paid by subsidiaries and associated companies; may use post-tax profits in accordance with the Charter, Financial Regulation of the Parent Company, and current legal provisions;

đ) Profits from investments made by the parent company or subsidiaries and associated companies from contributions to other enterprises do not need to pay corporate income tax if such enterprises have already paid corporate income tax before distributing profits to shareholders;

e) Must strictly comply with accounting, statistics, auditing, accounting systems, and financial reporting regulations currently applicable to the parent company and subsidiaries;

g) Is subject to financial and business operations oversight by competent state agencies as prescribed by law;

h) Respects the financial independence and business activities of subsidiaries and associated companies and is consistent with the provisions of their charters and financial regulations;

2. The financial relationship between the parent company and subsidiaries and associated companies is implemented in accordance with this Charter and the Financial Regulations of the Parent Company.

Article 25. Financial System

1. The fiscal year of the parent company begins on January 1st and ends on December 31st of each calendar year.

2. The financial system and annual reports of the parent company comply with legal provisions.

3. Within thirty (30) days after the end of each quarter, the General Director and Chief Accountant must submit to the Ministry of Industry a detailed financial report of the parent company's financial activities during the period, compared with expected results for that period, highlighting significant discrepancies and explaining causes, including proposed measures to address them (if any).

4. Within ninety (90) days after the end of each fiscal year, the General Director and Chief Accountant must submit through the Ministry of Industry and send to other state management agencies the following financial reports:

a) Balance Sheet;

b) Business operation plan report;

c) Cash flow statement;

d) Explanatory notes to the financial statements;

đ) Consolidated financial statements.

Other reports as required by the Ministry of Industry or as prescribed by law.

5. Before the start of each fiscal year, the General Director and Chief Accountant must submit to the Ministry of Industry for approval the business plan and financial plan of the parent company and the parent company-subsidiary group for the next year in accordance with the Financial Regulation of the Parent Company.

Article 26. Financial Relationship with Subsidiaries and Associated Companies

1. The financial relationship between the parent company and subsidiaries and associated companies is conducted through contracts, in accordance with the Financial Regulation of the Parent Company and the provisions of the law.

2. The parent company has the right to invest jointly with subsidiaries and associated companies for business purposes, implementing joint investment projects within the parent company or investing outside the parent company in accordance with the Financial Regulation and legal provisions.

3. For subsidiaries and associated companies, the parent company has the right:

a) To request subsidiaries and associated companies to provide business plans, financial plans, and reports for the parent company to manage its investment capital in these companies, prepare plans and reports as stipulated in this Charter and the Financial Regulation of the Parent Company;

b) To guarantee loans of subsidiaries and associated companies according to the provisions in the Financial Regulation of the Parent Company;

c) To collect and enjoy investment profits from subsidiaries and associated companies;

d) Other rights as prescribed by law.

4. Specifically, for wholly-owned subsidiaries, the General Director of the parent company decides on the distribution ratio of funds and regulates the remaining profit of these companies after fulfilling financial obligations as prescribed by law.

5. The parent company respects the rights of minority shareholders in subsidiaries and associated companies, consistent with the rights stipulated in the charters of these subsidiaries and associated companies and legal provisions.

Chapter V

FORM AND CONTENT OF LABOR PARTICIPATION IN MANAGEMENT

OF THE PARENT COMPANY

Article 27. Forms of labor participation in management of the parent company

Labor participates in managing the parent company through the following forms and organizations:

1. The General Assembly or the Workers' and Staff Representatives Congress shall be organized from teams, squads, workshops, departments to the Parent Company.

2. The Trade Union Organization of the Parent Company.

3. The People's Inspectorate Board.

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

Article 28. Contents of participation in managing the Parent Company by workers

1. Workers have the right to participate in discussions and provide opinions before the competent authority decides on the following issues:

a) Directions, tasks, plans, measures for developing production and business operations, restructuring production at the Parent Company;

b) Plans for shareholding reform and diversification of ownership at the Parent Company;

c) Internal regulations of the Parent Company directly related to the rights and obligations of workers;

d) Measures for labor protection, improving working conditions, living standards, material and spiritual aspects, environmental hygiene, training and retraining of workers at the Parent Company;

đ) Voting to survey trust in the positions of General Director, Deputy General Director, Chief Accountant (when requested by the Ministry of Industry).

2. Through the General Assembly or the Workers' and Staff Representatives Congress and the Trade Union Organization, workers have the right to discuss and decide on the following issues:

a) Content or amendments and supplements to the collective labor agreement to be signed by representatives of the workers' collective with the General Director;

b) Regulations on the use of welfare funds, rewards, and relevant plan indicators of the Parent Company directly related to the rights and obligations of workers in accordance with state regulations;

c) Evaluation of the results and program of activities of the People's Inspectorate Board;

d) Electing the People's Inspectorate Board.

Chapter VI

RELATIONSHIP BETWEEN THE PARENT COMPANY AND SUBSIDIARIES AND ASSOCIATED COMPANIES

SUBSIDIARY COMPANIES, ASSOCIATED COMPANIES

Section 1

OWNERSHIP AND MANAGEMENT OF THE PARENT COMPANY'S CAPITAL IN SUBSIDIARIES AND ASSOCIATED COMPANIES

AT SUBSIDIARY COMPANIES, ASSOCIATED COMPANIES

Article 29. Ownership rights over the Parent Company's capital in subsidiaries and associated companies

1. The Parent Company is the owner of the capital contributed by the Parent Company to subsidiaries and associated companies.

2. Any new state investment in subsidiaries and associated companies will be implemented through the Parent Company.

Article 30. Management of the Parent Company's contributed capital in subsidiaries and associated companies

1. The General Director of the Parent Company exercises the rights and obligations of the owner towards wholly-owned subsidiaries; decides on the appointment, dismissal, rewards, punishments, allowances, and other benefits for the representative of the Parent Company's contributed capital in subsidiaries and associated companies.

2. The Parent Company grants the representative of the Parent Company's contributed capital in subsidiaries and associated companies the authority to manage the Parent Company's investments in these entities on behalf of the Parent Company, in accordance with the provisions of this Charter and the charters of the subsidiaries and associated companies.

3. The Parent Company has the right to request the representative of the Parent Company's contributed capital in subsidiaries and associated companies to report periodically or unexpectedly on financial status, business results, and other matters related to the operation of subsidiaries and associated companies.

4. The Parent Company assigns tasks to the representative of the Parent Company's contributed capital in subsidiaries and associated companies and stipulates that such representative must seek approval on important matters of subsidiaries and associated companies before voting.

5. The Parent Company receives investment returns while bearing risks arising from investments in subsidiaries and associated companies.

6. The Parent Company decides on the level of investment in newly established subsidiaries and associated companies, adjusts the level of investment in operating subsidiaries and associated companies based on commercial principles and in line with the Parent Company's business strategy and plan. The Parent Company monitors and supervises the use of its invested capital through the representative of the Parent Company's contributed capital in subsidiaries and associated companies, who is responsible for the effectiveness of capital use, preservation, development, and profit generation from subsidiaries and associated companies.

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

Article 31. Standards, conditions, rights, and obligations of the representative of the Parent Company's contributed capital in subsidiaries and associated companies

1. The representative of the Parent Company's contributed capital in subsidiaries and associated companies must meet the following standards and conditions:

a) Resident in Vietnam;

b) Have good health, moral integrity, honesty, and incorruptibility;

c) Understand the law and have a sense of compliance with the law;

d) Hold a bachelor's degree in economics, finance, accounting, or in the main business area of the subsidiary or associated company where they are appointed as the representative of the Parent Company's contributed capital;

đ) Not be the spouse, father, mother, child, or full sibling of individuals serving in the Board of Directors, Board of Members, Chairman, or General Manager of subsidiaries or associated companies where they are appointed as the representative of the Parent Company; not have capital contribution, loan, or purchase and sale contract relationships with subsidiaries or associated companies where they are appointed as the representative of the Parent Company.

2. The representative of the Parent Company's contributed capital in subsidiaries and associated companies may be nominated and run for election to the Board of Directors, Board of Members, Supervisory Board, Chairman, General Manager, and other management positions in subsidiaries and associated companies in accordance with their charters and relevant laws.

3. The representative of the Parent Company's contributed capital in subsidiaries and associated companies is accountable to the General Director of the Parent Company regarding the effectiveness of the contributed capital they represent and has the following rights and obligations:

a) Exercise the rights and fulfill the obligations of shareholders, contributing members, or joint venture partners in subsidiaries and associated companies as stipulated in their charters;

b) Monitor and supervise the business operations of subsidiaries and associated companies;

c) Implement the reporting regime to the General Director of the Parent Company regarding the effectiveness of using the contributed capital for which they are appointed as representative. In case of failure to implement the reporting regime as prescribed, taking advantage of the representative rights over the contributed capital, being negligent and causing damage to the Parent Company and the State, they shall bear responsibility according to the provisions of this Charter and compensate for losses in accordance with the law;

d) Seek the opinion of the General Director of the Parent Company on important matters before making statements or voting at the Shareholders' Meeting, at meetings of the Board of Directors or Board of Members of subsidiaries and associated companies concerning directions, strategies, business plans, amendments and supplements to the charter, increases or decreases in registered capital, distribution of profits, sale of large-value assets, election and appointment of management positions requiring shareholder votes, capital contributors;

Other rights and obligations as stipulated in the Charter of the Parent Company and the law;

4. In cases where multiple individuals are appointed as representatives of the Parent Company to participate in the Shareholders' Meeting, Board of Directors, or Board of Members of subsidiaries and associated companies, they must consult and reach consensus and seek the opinion of the General Director of the Parent Company before making statements or voting on matters specified in point d, Clause 3 of this Article;

Section 2

RIGHTS AND OBLIGATIONS OF THE PARENT COMPANY TOWARDS

SUBSIDIARIES AND ASSOCIATED COMPANIES

Article 32. Dominating, linking, and supporting subsidiaries and associated companies

1. The Parent Company exercises control over the activities of subsidiaries in the following areas:

a) Approving the organizational charters and operations of wholly-owned subsidiaries;

b) Guiding the business strategies of subsidiaries;

c) Coordinating annual activity plans of subsidiaries;

d) Directing investment activities among subsidiaries to avoid overlapping investments in certain products and services leading to internal competition and dispersion of resources of the Parent Company and subsidiaries;

đ) Guiding subsidiaries in prioritizing consumption of each other's products and services when needed;

e) Other areas as prescribed in the Charter of the Parent Company, the Charters of subsidiaries, and the law;

2. The Parent Company does not solely maximize its own operational profit but also maximizes the profitability and sustainability of the invested capital within the Parent Company-Subsidiary Group and associated companies. The Parent Company must respect the rights of minority shareholders in subsidiaries and associated companies in accordance with the Charters of these entities;

3. The Parent Company must identify and develop existing synergies within the Parent Company-Subsidiary Group and associated companies to maximize joint operational profits. When performing this role, the Parent Company may not use its controlling power to:

a) Unreasonably interfere with the independent profitable operations of subsidiaries and associated companies in a manner that could negatively impact the entire Parent Company-Subsidiary Group and associated companies, thereby preventing these entities from maintaining their current growth rates;

b) Transfer capital invested by the Parent Company in subsidiaries and associated companies without payment, as well as transfer other capital, assets, or resources within the Parent Company-Subsidiary Group and associated companies, without considering common financial interests. Any necessary capital transfer decisions must be approved by the Ministry of Industry;

4. The Parent Company conducts market research and marketing activities domestically and internationally; serves as a trading intermediary and promotes commerce to facilitate and support subsidiaries and associated companies in expanding and enhancing their business efficiency;

5. The Parent Company coordinates with subsidiaries and associated companies to supply products and services to markets or customers requiring multiple products and services that individual subsidiaries or the Parent Company alone cannot provide;

6. The Parent Company coordinates labor and supplies high-skilled personnel to subsidiaries and associated companies to address temporary or long-term human resource needs based on labor laws and agreements between the Parent Company and subsidiaries and associated companies;

7. The Parent Company does not directly decide or manage subsidiaries and associated companies. This provision does not exclude the rights of the Parent Company's representative in subsidiaries and associated companies to exercise their representative rights and obligations;

8. The Parent Company does not perform the rights and obligations of the owner towards the contributed capital of subsidiaries in other companies;

Article 33. Rights and obligations of the Parent Company towards a subsidiary that is a state-owned limited liability company

The Parent Company performs the following rights and obligations towards a subsidiary that is a state-owned limited liability company:

1. Deciding on the content, amendment, and supplementation of the company's charter;

2. Deciding on adjustments to the registered capital;

3. Deciding on the transfer of all or part of the registered capital of the company to other organizations or individuals after approval by the Ministry of Industry;

4. Deciding on investment projects, purchase and sale of assets, loan contracts, lending contracts, and other contracts valued at or exceeding fifty percent (50%) of the remaining asset value recorded in the accounting books of the company; delegating authority to the state-owned limited liability company subsidiary to decide on investment projects, purchase and sale of assets, loan contracts, lending contracts, and other contracts valued up to fifty percent (50%) of the remaining asset value recorded in the company's accounting books at the time of decision.

5. The decision on the management model with a board of directors or a company chairman for a wholly state-owned limited liability subsidiary company, the number and structure of board members; appointing, dismissing, removing from office, and determining salary levels for the chairman, board members, or the subsidiary company's chairman of a wholly state-owned limited liability company.

6. Approving the annual financial report and approving the profit distribution plan after tax of a wholly state-owned limited liability subsidiary company.

7. Supervising the chairman and board members, the subsidiary company's chairman, and the general manager of a wholly state-owned limited liability subsidiary company in performing their functions and duties as stipulated by the State Enterprise Law and this Charter.

8. Deciding to reorganize the company.

9. Other rights and obligations of the owner as provided for in this Charter, the charter of the wholly state-owned limited liability subsidiary company, and relevant laws.

Article 34. Rights and obligations of the parent company towards subsidiary companies that are joint-stock companies, limited liability companies with two or more shareholders, joint ventures, and foreign companies.

1. The parent company exercises controlling shareholder or major investor rights through its representatives at the general meetings of shareholders, boards of directors, and boards of supervisors of subsidiary companies.

2. Performing other rights and obligations as stipulated in this Charter, the charters of subsidiary companies, and relevant laws.

Article 35. Rights and obligations of the parent company towards associated companies.

The parent company performs the rights and obligations of shareholders or major investors towards associated companies as stipulated in the charters of associated companies and relevant laws.

Chapter VII

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 36. Reorganization, dissolution, bankruptcy

1. The parent company's reorganization, dissolution, and bankruptcy shall be carried out in accordance with the provisions of this Charter and relevant laws.

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

Chapter VIII

IMPLEMENTING PROVISIONS

Article 37. EFFECTIVENESS, AMENDMENT, AND SUPPLEMENTATION

1. This Charter consists of eight (8) chapters and thirty-seven (37) articles;

2. Units and individuals under the parent company have the responsibility to comply with the provisions of this Charter.

3. The charters and regulations of subsidiary companies and dependent units of the parent company must conform to the provisions of this Charter and relevant laws.

4. In cases where amendments or supplements to this Charter are necessary, the General Director of the parent company shall submit them to the Minister of Industry for consideration and decision./.