Decision No. 101/2003/QĐ-BCN on Approving the Charter of Organization and Operation of Thang Long Shoe Company

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation of Thang Long Shoe Company

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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 the State Enterprise Law on April 20, 1995;

Pursuant to Decree No. 50/CP dated August 28, 1996 of the Government on the establishment, restructuring, dissolution, and bankruptcy of state-owned enterprises, and Decree No. 38/CP dated April 28, 1997 of the Government amending and supplementing certain provisions of Decree No. 50/CP;

Considering the proposal of the General Director of Thang Long Shoe Company at Report No. 132/TTr-GTL dated June 9, 2003;

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

DECISION:

Article 1. Approves the Charter on Organization and Operation of Thang Long Shoe Company attached hereto.

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

The Heads of the Ministry's Office, the Inspectorate of the Ministry, the Heads of Departments and Bureaus under the Ministry, and the General Director of Thang Long Shoe Company are responsible for implementing this Decision./.

 Signed. MINISTER OF INDUSTRY
DEPUTY MINISTER
(Signed)


Bui Xuan Khu

 

CHARTER

ORGANIZATION AND OPERATIONS OF THANG LONG SHOE COMPANY
(Approved pursuant to Decision No. 101/2003/QĐ-BCN dated June 23, 2003 of the Minister of Industry))

Chapter 1:

GENERAL PROVISIONS

Article 1. Thang Long Shoe Company (hereinafter referred to as the Company) was established according to Decision No. 397/CNn-TCLĐ dated April 29, 1993 of the Ministry of Light Industry (now the Ministry of Industry), is a state-owned enterprise directly subordinate to the Ministry of Industry, established, invested in, and managed by the State as the owner.

The Company specializes in producing and trading various types of shoes and leather products, as well as other leather goods; it also engages in other businesses as prescribed by law and other tasks assigned by the Ministry of Industry.

Article 2: The Company has:

1. The international trade name is: THANG LONG SHOES COMPANY, abbreviated as: THASHOCO;

2. The main office is located at: 411 Tam Trinh Street, Hoang Van Thu Ward, Hai Ba Trung District, Hanoi;

- Telephone: (04) 8621620;

- Fax: (84-4) 8623768.

3. The Company has legal personality, enjoys civil rights and obligations as prescribed by law, bears full responsibility for all production and business activities within the capital it manages, has its own seal for transactions, owns separate assets and centralized funds, and may open accounts (in domestic and foreign currencies) at banks as prescribed by law; the Company has the right to independently conduct business and manage finances, and is bound by obligations and benefits with the Ministry of Industry according to the Charter on Organization and Operation and financial regulations of the Company.

Article 3. The Company is subject to state management by the Ministry of Industry and other ministries, ministerial-level agencies, and government agencies, People's Committees of provinces and centrally-administered cities as state management agencies; simultaneously, it is subject to management by these agencies as agencies exercising ownership rights over state-owned enterprises as stipulated in 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.

Chapter 2:

Rights of the Company

Section I: RIGHTS OF THE COMPANY

Article 5.

1. The Company has the right to manage and utilize capital, land, natural resources, and other resources assigned 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. The Company has the right to transfer, lease, mortgage, or pledge assets under its management, except for those assets that are the entire main production lines which have not yet been fully depreciated according to the regulations of the economic and technical management agency, which must be approved by the Ministry of Industry on the principle of preserving and developing capital; for land and natural resources under the management and use of the Company, it shall be carried out in accordance with current laws.

4. The Company has the right to liquidate or sell assets being the main production technology chain that has been fully depreciated as prescribed by the economic-technical management agency.

Article 6. The Company has the right to organize management and business operations as follows:

1. Organize management structures and business operations suitable for the objectives and tasks assigned by the State and the Ministry of Industry.

2. Update technology and equipment.

3. Establish branches and representative offices of the Company within and outside the country in accordance with the Government's regulations and the Ministry of Industry's classification.

4. Engage in business activities suitable to the objectives and tasks assigned by the State; expand the scale of business operations according to the capacity of the Company and market demand; engage in supplementary businesses as permitted by the Ministry of Industry and competent state agencies.

5. Choose markets freely; export and import according to the State's regulations.

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

7. Invest, form joint ventures, associate, and contribute capital shares according to the State's and Ministry of Industry's regulations.

8. Develop and apply material standards, labor norms, unit price of wages within the framework of national standards and regulations of the Ministry of Industry;

9. Select, hire, arrange employment, train labor, choose forms of remuneration, and enjoy other rights of employers as stipulated by the Labor Code and other laws; decide on wage and bonus levels for workers based on unit price rates per product or service cost and the operating efficiency of the Company, as approved by the Ministry of Industry.

10. Invite and meet foreign business partners of the Company in Vietnam; dispatch employees of the Company abroad for work, study, and survey visits in accordance with the provisions of 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 funds independently for business operations without changing the form of ownership, issue bonds in accordance with the law; mortgage the value of land use rights attached to assets under the Company's management at Vietnamese banks to borrow funds for business operations in accordance with the law and regulations of the Ministry of Industry.

3. Utilize the basic depreciation fund of the enterprise; the level and ratio of contributions to the basic depreciation fund, usage and management regulations of the basic depreciation fund are prescribed by the Government.

4. After fulfilling all obligations to the state, establishing investment development funds and other funds as prescribed, the Company may distribute the remaining profits to workers based on their contributions to the results of production and business operations in the year. Detailed profit distribution rules after tax are regulated by the Government.

5. Enjoy subsidies, price supports, or other preferential policies from the State when performing production or service supply tasks serving national defense, security, disaster prevention, public welfare activities, or providing products and services according to state pricing policies that do not cover the production costs of these products and services.

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

7. Other rights as classified by the Ministry of Industry.

Article 8. The Company has the right to refuse and report any requests for resource provision that are not stipulated by law from any individual, agency, or organization, except for voluntary contributions for humanitarian and public welfare purposes.

 Section II: OBLIGATIONS OF THE COMPANY

Article 9. The Company has the obligation to accept and effectively manage, preserve, and develop capital assigned by the State, including the portion invested in other enterprises; accept and effectively manage natural resources, land, and other resources assigned by the State to achieve business goals and tasks assigned by the State and the Ministry of Industry.

Article 10. The Company has the obligation to manage business operations as follows:

1. Register for business and operate within the registered industry; be responsible before the State and the Ministry of Industry 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 prescribed by the Labor Code, ensuring employee participation in managing the Company.

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

6. Implement reporting, statistical, accounting, regular reporting systems as prescribed by the State and extraordinary reports upon request of the Ministry of Industry; be responsible for the authenticity of the reports.

7. Be subject to inspection by the Ministry of Industry; comply with inspection regulations of financial authorities and other competent State agencies as prescribed by law.

Article 11.

1. The Company has the obligation to comply with financial management systems and regulations regarding capital, assets, funds, accounting, bookkeeping, audit systems, and other systems prescribed by the State; be responsible for the authenticity and legality of the Company's financial activities.

2. The Company has the obligation to publicly disclose annual financial reports and information to accurately and objectively assess the Company's operations as prescribed by the Government.

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

 

Chapter 3:

ORGANIZATION OF THE COMPANY'S MANAGEMENT STRUCTURE

Article 12. The Company's management structure includes the General Director, Deputy General Directors, Chief Accountant, and supporting staff:

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 criteria and conditions as stipulated in Article 32 of the Law on State-Owned Enterprises dated April 20, 1995.

2. Deputy General Directors assist the General Director in managing the Company according to their assignments and delegations from 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 the accounting and statistical work of the Company and holds the rights and responsibilities as prescribed by law.

4. The office and specialized departments have the function of advising and assisting the General Director in managing and operating the Company.

Article 13. Duties and powers of the General Director.

1. Accept capital, land, natural resources, and other resources assigned by the State and the Ministry of Industry for management and use in accordance with the assigned objectives and tasks, and have the responsibility to use them effectively, preserve, and develop capital.

2. Develop investment development projects, long-term and annual plans of the Company, investment schemes, joint ventures, organizational management plans of the Company, and submit them to the Ministry of Industry for approval.

3. Organize the management and operation of the Company and 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. Decide on purchase and sale prices of products and services in compliance with State and Ministry of Industry regulations on the principle of preserving capital and conducting effective business.

7. Submit to the Minister of Industry for the appointment, dismissal, transfer, commendation, and disciplinary action of the Deputy General Director and Chief Accountant of the Company.

8. Decide on the appointment, dismissal, transfer, reward, and punishment of positions responsible for units (departments, centers, branches, stores, and affiliated factories) within the Company and other rights of employers as stipulated by the Labor Code.

9. Report to the Ministry of Industry and relevant state authorities on the results of production and business operations of the Company.

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.

11. Other rights delegated and classified by the Ministry of Industry.

Chapter 4:

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

Chapter I: MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

Ở CÁC DOANH NGHIỆP KHÁC

Article 14. The General Director of the Company, upon receiving capital from the State or transferring part of the capital already assigned to contribute to other enterprises, has 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 the effectiveness of its use, preservation, and development, and collect profits from the Company's contributed capital in other enterprises.

Article 15. Rights and obligations of the representative managing the Company’s contributed capital in other enterprises:

1. Participate in the management and operation machinery of the enterprise with the Company’s contributed capital according to the enterprise’s 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 responsible before the General Director of the Company for the contributed capital in those enterprises.

Chapter II: MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

IN JOINT-VENTURE ENTERPRISES

Article 16. Joint-venture enterprises in which the Company participates are established, managed, and operated according to the Law on Foreign Investment in Vietnam, the Enterprise Law, related laws, and the Articles of Association of the joint-venture enterprise.

The Company fulfills all rights, obligations, and responsibilities towards these joint ventures as prescribed by law and in accordance with signed contracts.

Chapter 5:

LABOR UNION AT THE COMPANY

Article 17. The Workers' Congress is a direct form for workers in the Company to participate in managing the Company. The Workers' Congress exercises the following rights:

1. Participate in discussions, drafting, or supplementing and amending collective labor agreements for the representatives of the collective labor force to negotiate and sign with the General Director of the Company.

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, evaluating the effectiveness of production and business operations, proposing measures to protect labor, improve working conditions, material and spiritual life, environmental hygiene, and retraining of workers in the Company.

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

Article 18. The Workers' Congress of the Company is organized and operates according to the Law on State-Owned Enterprises, the Trade Union Law, and guidelines from the Vietnam General Confederation of Labor and the Vietnam Industrial Trade Union.

Chapter 6:

SUBSIDIARIES OF THE COMPANY

Article 19The subsidiaries of the Company (hereinafter referred to as direct units) are production units that implement plans assigned by the Company, subject to comprehensive and direct guidance from the Company. Direct units operate on the principle of internal economic accounting according to the organizational and operational regulations of the unit issued by the Company.

Article 20The Director of the direct unit is appointed, relieved of duty, rewarded, and disciplined by the Company's General Director. The Director of the direct unit is responsible before the Company's General Director and the law for all production and business activities of the unit.

(List of direct units in the Appendix attached to the Charter)

Chapter 7:

FINANCIAL ASPECTS OF THE COMPANY

Article 21. 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 22.

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

a) Capital granted by the State at the time of the Company's establishment.

b) Additional State investment capital for the Company.

c) Portion of post-tax profits supplemented 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 23.

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

2 ||| Funds of the Company are established by the Director's decision, including:

a) The development investment fund is established from the basic depreciation fund and contributions from the Company's profits according to the regulations of the Ministry of Finance, income from the portion of capital invested by the Company 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 24.

Financial autonomy of the Company:

1. The Company operates on the principle of financial autonomy, balancing revenues and expenditures, and has the responsibility to preserve and develop the Company's business capital, including the portion invested in other enterprises and foreign joint ventures.

2. The Company implements financial activity oversight throughout the entire Company. Dependent accounting units perform according to their respective levels and ensure the principle of centralized unified management throughout the entire Company.

The material liability of the Company in business relations and civil relations is limited to the level of the registered capital of the Company at the time of the most recent announcement.

Chapter 8:

RELATIONSHIP BETWEEN THE COMPANY AND STATE AGENCIES

AND LOCAL AUTHORITIES

Article 25.

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 development strategies for the Company within the overall industry planning and development strategies; implement economic and technical norms, product and service 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 the State and Ministry of Industry regulations regarding organizational work and personnel matters, including establishment, division, merger, reorganization, dissolution; approval and amendment of the Company Charter; appointment, relief of duty, transfer, reward, and discipline of the Company's General Director, Deputy General Director, and Chief Accountant.

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 26.

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

Chapter 9:

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 27. The Minister of Industry shall examine and decide on the restructuring, division, merger, or dissolution of the Company.

Article 28. If the Company loses the ability to pay maturing debts and such inability cannot be remedied even after applying necessary measures, it shall be handled in accordance with the Enterprise Bankruptcy Law.

Chapter 10:

IMPLEMENTING PROVISIONS

Article 29. This Charter consists of ten chapters and thirty articles, applicable to the Thang Long Shoe Company. All individuals and units under the Thang Long Shoe Company are responsible for implementing this Charter.

Article 30. In case of need to supplement or amend the Charter, the General Director of the Company shall submit to the Minister of Industry for approval./.