Decision No. 104/2003/QĐ-BCN on Approving the Charter of Organization and Operation of Rang Dong Plastic Joint Stock Company.

Pursuant to …;

Regarding the approval of the Charter on organization and operation of Rang Dong Plastic Company

________________

 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 articles of Decree No. 50/CP;

Considering the proposal of the General Director of Rang Dong Plastic Company at Report No. 163/TTr-VP dated March 12, 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 Rang Dong Plastic 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, the Department Directors, Bureau Chiefs under the Ministry, and the General Director of Rang Dong Plastic Company are responsible for implementing this Decision./.

 

                                                             

CHARTER

ORGANIZATION AND OPERATION OF RANG DONG PLASTIC COMPANY
(Approved pursuant to Decision No. /2003/QĐ-BCN dated June 2003 of the Minister of Industry)

Chapter 1:

GENERAL PROVISIONS

Article 1. Rang Dong Plastic Company (hereinafter referred to as the Company) was established according to Decision No. 452/CNN-TCLĐ dated May 7, 1993 of the Ministry of Light Industry (now the Ministry of Industry), as an independent accounting state-owned enterprise directly under the Ministry of Industry, established, invested in, and managed by the State as the owner.

The Company has the mission to produce and trade, import and export plastic products according to the planning and plans of the Ministry of Industry and market demand: invest in production, consume products, import and export raw materials, auxiliary materials, equipment parts, plastic products, and other goods produced by the Company; engage in joint ventures and associations with economic organizations both domestically and internationally; research and apply advanced technology and techniques; train and develop managerial and technical staff; engage in other businesses as prescribed by law and other tasks assigned by the Ministry of Industry.

Article 2. The Company has:

1. The international trading name is: RANG DONG PLASTIC COMPANY, abbreviated as: UFIPLASTIC;

2. The main office is located at 190 Lac Long Quan Street, Ward 3, District 11, Ho Chi Minh City;

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 assets and centralized funds, and can open accounts (in domestic and foreign currencies) at banks as stipulated by law; the Company has the right to operate independently and manage finances autonomously, 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 provincial and centrally-administered city People's Committees as state management agencies; simultaneously, it is also subject to management by these agencies as agencies exercising the rights of the owner over state-owned enterprises as provided for in the Law on State-Owned Enterprises and other provisions of law.

Article 4. The Communist Party of Vietnam organization in the Company operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and 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

Chapter 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 entire main production technology chains that 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 resources under the management and use of the Company, it shall comply 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 in industries consistent with the objectives and tasks assigned by the State; expand the scale of business operations based on the Company's capacity and market demand; engage in supplementary industries 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 salary payment and bonuses, and exercise 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 operational 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 employees based on their contributions to the Company's production and business results for 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 at state policy prices that do not cover the production costs of such 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 not stipulated by law from any individual, agency, or organization, except for voluntary contributions for humanitarian and public welfare purposes.

Chapter II:

OBLIGATIONS OF THE COMPANY

Article 9. The Company has the obligation to accept and effectively utilize, preserve, and develop the capital assigned by the State, including the portion invested in other enterprises; accept and effectively utilize 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 and conduct business in 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 implement correctly the systems and regulations regarding capital management, asset management, 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 12The 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 of duty, rewarded, or disciplined by the Minister of Industry. The General Director of the Company is the legal representative of the Company and is responsible to the Minister of Industry and the law for managing the Company's operations. The General Director of the Company 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 delegated powers, and are responsible to 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 has 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 management and operation, including:

- The Company's Office;

- Financial Accounting Department;

- Business Development Department;

- Investment Department;

- Mechanical and Electrical Engineering Department;

- Technology Department.

Article 13. Duties and powers of the General Director of the Company.

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 be responsible for using them effectively, preserving, and developing 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 structures of the Company and its subsidiaries.

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

8. Decide on the appointment, dismissal, transfer, reward, or punishment of heads of units (departments, centers, branches, stores, and subordinate units) within the Company and exercise other employer rights 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 according to the delegation and authorization of the Ministry of Industry.

Article 14.

The General Director of the Corporation may only establish or hold management and operation positions in limited liability companies, joint-stock companies, or foreign-invested companies if introduced by the Corporation or the Ministry of Industry as candidates for management positions or as legal representatives of the Corporation in those companies; they may not enter into economic contracts with private companies, limited liability companies, joint-stock companies, or foreign-invested companies where their spouse, parents, foster parents, children, foster children, or blood siblings hold management or operation positions.

4. The spouse, father, adoptive father, mother, adoptive mother, child, adopted child, and full-blood siblings of the General Director of the Company shall not hold the position of Chief Accountant or Cashier at the Corporation and its subsidiaries.

Chapter 4:

SUBSIDIARIES OF THE COMPANY

Article 15:

Depending on the need to expand the market and develop production, the Company has the right to organize subsidiaries or establish branches and representative offices both domestically and abroad.

1. Subsidiaries of the Company are dependent accounting units or reporting accounting units as prescribed by the Company.

2. The organizational and operational regulations of subsidiaries are issued by the General Director of the Company in accordance with the Charter of the Company's organization and operations. Subsidiaries have the responsibility to manage, preserve, and develop capital, assets, and other resources assigned by the Company; comply with the Company's Charter, their own organizational and operational regulations, and relevant laws.

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

Chapter 5:

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

Chapter I:

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

9. 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:

Article 16. 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.

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

Article 17. 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. Participate in discussions, drafting, or amending collective labor agreements for negotiation and signing with the General Director of the Company by representatives of the collective labor force.

Chapter II:

MANAGEMENT OF THE COMPANY'S CAPITAL IN

JOINT VENTURES

Article 18. 3. Discuss and provide opinions on planning, evaluating the effectiveness of business operations, proposing measures to protect workers, improve working conditions, material and spiritual life, environmental hygiene, and retraining of employees of the Company.

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 Industry Trade Union.

Chapter 6:

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:

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

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

b) Additional State investment capital for the Company.

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

Article 18. d) Other sources of capital (if any).

Chapter 7:

FINANCIAL ASPECTS OF THE COMPANY

Article 19. The Company implements independent accounting and financial autonomy in business operations in accordance with the Law on State-Owned Enterprises, other legal provisions, and the Company Charter.

Article 20.

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

2. Corporate funds established by the decision of the General Director include:

a) The Development Investment Fund established from basic depreciation funds and profits of the Company as prescribed by the Ministry of Finance, income from the Company’s contributions to other enterprises, foreign joint ventures, and other sources.

c) Portion of post-tax profits supplemented according to current regulations;

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.

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 21.

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

AUTONOMY IN FINANCIAL MANAGEMENT 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 the portion invested in other enterprises and foreign joint ventures.

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

2. The Company conducts financial activity inspections and supervision throughout the Company. Dependent accounting units operate according to hierarchical levels and ensure centralized unified management principles throughout the Company.

Article 22. 3. The Company's material liability in business relationships and civil relations is limited to the level of the Company's registered capital at the most recent announcement.

RELATIONSHIP BETWEEN THE COMPANY AND GOVERNMENT AGENCIES

LOCAL AUTHORITIES

2. Implement the overall planning and strategic development of the industry in which the Company operates; implement economic and technical norms, product and service quality standards set by the Ministry of Industry and the State.

Chapter 8:

4. Comply with the State and Ministry of Industry regulations on organizational and personnel work, including establishment, division, merger, restructuring, dissolution; approval and amendment of the Company's Charter; appointment, dismissal, transfer, reward, and disciplinary action for the General Director, Deputy General Director, and Chief Accountant of the Company.

With respect to 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 all levels as state management agencies within their territorial jurisdiction as stipulated by law.

Article 23. 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.

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.

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

4. Comply with the State's and Ministry of Industry’s regulations on organizational and personnel work, including establishment, division, merger, reorganization, dissolution; approval and amendment of the Company Charter; appointment, removal, transfer, reward, and disciplinary action 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 24.

For local authorities, the Company shall be subject to State management and comply with administrative regulations and obligations towards People's Councils and People's Committees at all levels as State management agencies within their territorial jurisdiction as prescribed by law.

Chapter 9:

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 25. The Minister of Industry shall examine and decide on the restructuring, division, merger, or dissolution of the Company.

Article 26. If the Company loses its ability to pay maturing debts and such inability cannot be remedied even after implementing necessary measures, then it shall be handled in accordance with the provisions of the Enterprise Bankruptcy Law.

Chapter 10:

IMPLEMENTING PROVISIONS

Article 27. These Statutes consist of ten Chapters and twenty-eight Articles and shall apply to Rạng Đông Plastic Company. All individuals and units subordinate to Rạng Đông Plastic Company are responsible for implementing these Statutes.

Article 28.

In case of need to supplement or amend these Statutes, the General Director of the Company shall submit them for approval by the Minister of Industry.

ANNEX

LIST OF SUBORDINATE UNITS OF THE COMPANY

AT THE TIME OF APPROVING THE STATUTES
(Attached to the Statutes on Organization and Operation of Rạng Đông Plastic Company)

1. Plastic Factory 1:

Head office: No. 190 Lac Long Quan Street, Ward 3, District 11, Ho Chi Minh City;

2. Plastic Factory 6:

Head office: No. 190 Lac Long Quan Street, Ward 3, District 11, Ho Chi Minh City;

3. Nha Trang Plastic Factory:

Head office: Dong De Area, Vinh Hai Ward, Nha Trang City;

4. Hoc Mon Plastic Factory:

Head office: No. 60/2 Quang Trung Street, Hoc Mon District, Ho Chi Minh City;

5. Mechanical Power Plant Factory:

Head office: No. 190 Lac Long Quan Street, Ward 3, District 11, Ho Chi Minh City;

6. Research Center for Plastics:

Head office: No. 190 Lac Long Quan Street, Ward 3, District 11, Ho Chi Minh City;

7. Product Introduction and Consumption Store:

Head office: No. 159 Lac Long Quan Street, Ward 1, District 11, Ho Chi Minh City;

8. Raw Material Trading Store:

Head office: No. 1425 3/2 Street, Ward 16, District 11, Ho Chi Minh City;

9. Branch Office of the Company in Hanoi:

Head office: No. 57 Vu Trong Phung Street, Thanh Xuan Ward, Dong Da District, Hanoi;

10. Branch Office of the Company in Nghe An:

Head office: No. 9 Phan Boi Chau Street, Le Loi Ward, Vinh City, Nghe An Province.