Decision No. 105/2003/QĐ-BCN Approving the Charter on Organization and Operation of Tan Tien Plastic Packaging Company.

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation of

Tan Tien Plastic Packaging Company

________________

THE MINISTER OF INDUSTRY

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

Pursuant to the Law on State-Owned Enterprises dated 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 Tan Tien Plastic Packaging Company at Report No. 239/TCHC dated April 10, 2003;

At the recommendation of the Head of the Personnel and Organization Department,

DECISION:

Article 1. Approves the Charter on Organization and Operation of Tan Tien Plastic Packaging Company 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 Inspectorate of the Ministry, the Heads of Departments and Bureaus under the Ministry, and the General Director of Tan Tien Plastic Packaging Company are responsible for implementing this Decision./.

 

    

                                                                 

CHARTER

ORGANIZATION AND OPERATIONS OF TAN TIEN PLASTIC PACKAGING COMPANY
(Approved pursuant to Decision No. 105/2003/QĐ-BCN ndated June 25, 2003 of the Minister of Industry)

Chapter 1:

GENERAL PROVISIONS

Article 1. Tan Tien Plastic Packaging Company (hereinafter referred to as the Company) was established according to Decision No. 451/CNN-TCLĐ dated May 7, 1993 of the Ministry of Light Industry (now the Ministry of Industry), is 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's tasks include producing and trading, importing and exporting plastic products according to the planning and plans of the Ministry of Industry and market demand: producing, supplying, consuming products, importing and exporting raw materials, supplies, and other goods produced by the Company; basic construction investment; researching and applying advanced technology and techniques; training and developing managerial and technical staff; trading 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: TAN TIEN PLASTIC PACKAGING COMPANY, abbreviated as: TAPACK;

2. The main office is located at No. 117/2 Ly Ban Bich Street, Ward 20, Tan Binh District, 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 separate assets and centralized funds, and may open accounts (in domestic and foreign currencies) at banks as prescribed by law; the Company has autonomy in business operations and financial management, and is bound by obligations and benefits with the Ministry of Industry according to the Charter on Organization and Operation and the financial regulations of the Company.

Article 3. The Company is subject to state management by the Ministry of Industry and other ministries, agencies equivalent to ministries, and provincial People's Committees and centrally governed cities as state management agencies; at the same time, it is subject to management by these agencies as agencies exercising the rights of the owner over state-owned enterprises as stipulated in the Law on State-Owned Enterprises and other provisions of law.

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 AND OBLIGATIONS 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 those assets which are the entire main production lines 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 natural 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 remuneration, bonuses, and other rights of employers as stipulated by the Labor Code and other laws; decide on wage and bonus levels for workers based on unit product wage rates or service costs 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 development investment 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 tasks or providing services for national defense, security, disaster prevention, public welfare activities, or supplying products and services at prices set by the State 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 that are 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 manage, preserve, and develop 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 objectives 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 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 to 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 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 Company's accounting and statistical work 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:

- Human Resources and Administration Department

- Planning and International Cooperation Department;

- Business Development Department;

- Technical Investment Department;

- Product Quality Control Board;

- Mechanical and Electrical Engineering Sector;

- Import-Export Department.

Article 13. Duties and authorities 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 objectives and tasks assigned by the State, 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. 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. Propose to the Minister of Industry for the appointment, dismissal, transfer, reward, and punishment of Deputy General Directors and Chief Accountants.

8. Decide on the appointment, dismissal, transfer, reward, and punishment of positions responsible for units (departments, boards, centers, branches, stores, and subordinate units) 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 as delegated by 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 these companies; they may not enter into economic contracts with private companies, limited liability companies, joint-stock companies, or foreign-invested companies where their spouse, parent, adoptive parent, child, adoptive child, or full-blood sibling holds a management or operational position.

4. The spouse, father, adoptive father, mother, adoptive mother, child, adopted child, or 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. A subsidiary is a dependent accounting unit or a reporting accounting unit according to the provisions of the Company.

2. The organizational regulations and operational rules of subsidiaries are issued by the General Director of the Company in accordance with the Charter of the Company's organization and operation. 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 rules, 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

Article 16. The General Director of the Company may accept state capital or transfer part of the capital already allocated to contribute to other enterprises and shall have the following rights and obligations:

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

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

3. Supervise and inspect the use of the Company's contributed capital, be responsible for the effectiveness of its use, preservation, and development of the contributed capital; collect profits from the Company's contributed capital in other 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. Implement reporting systems and be accountable to the General Director of the Company regarding the contributed capital in those enterprises.

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

Article 18. Joint ventures in which the Company participates are established, managed, and operated under the Law on Foreign Investment in Vietnam, the Enterprise Law, related laws, and the Joint Venture Company Charter.

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

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:

1. Participate in discussions, drafting, or amending collective labor agreements for the representatives of workers 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, plans, assessment of business performance, propose measures to protect workers, improve working conditions, material and spiritual life, environmental hygiene, and retraining of workers of the Company.

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

Article 18. The Workers' Congress of the Company is organized and operates in accordance with the Law on State-Owned Enterprises, the Trade Union Law, and guidelines from the Vietnam General Confederation of Labor and the Vietnam Federation of Industry Trade Unions.

Chapter 7:

FINANCIAL ASPECTS OF THE COMPANY

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

Article 20.

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 21.

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

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

a) The Development Investment Fund established from basic depreciation funds and profits of the Company as stipulated by the Ministry of Finance, income from the Company's contributions to 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 22. FINANCIAL AUTONOMY OF THE COMPANY:

1. The Company operates on the basis of financial autonomy, balancing revenues and expenditures, and bears the responsibility for preserving and developing the Company's business capital, including the portion invested in other enterprises and foreign joint ventures.

2. The Company carries out financial inspection and supervision activities throughout the Company. Dependent accounting units operate according to the hierarchical division and ensure the principle of centralized unified management throughout the Company.

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

Chapter 8:

RELATIONSHIP BETWEEN THE COMPANY AND STATE AUTHORITIES AND LOCAL ADMINISTRATIONS

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.

2. Implement planning and strategic development of the Company within the overall industry planning and strategy; 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 concerning organizational and personnel work, including establishment, division, merger, restructuring, dissolution; approval and amendment of the Company Charter; appointment, dismissal, transfer, commendation, and disciplinary action for the General Director, Deputy General Directors, and Chief Accountants 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. With respect to local administrations, 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 bodies 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 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 provisions of the Bankruptcy Law for Enterprises.

Chapter 10:

ARTICLE TRANSITION PROVISIONS

Article 27. These Statutes consist of ten chapters and twenty-eight articles and shall be applicable to Tan Tien Plastic Packaging Company. All individuals and units subordinate to Tan Tien Plastic Packaging Company are responsible for implementing these Statutes.

Article 28. In cases where additions or amendments to the Statutes are necessary, the General Director of the Company shall submit them for approval by the Minister of Industry.

ANNEX

LIST SUBORDINATE UNITS OF THE COMPANY AT THE TIME OF APPROVAL OF THE STATUTES
((Attached to the Statutes on Organization and Operation of Tan Tien Plastic Packaging Company)

1. Packaging Factory No. 1:

Head office: No. 117/2 Luu Ban Bich Street, Ward 20, Tan Binh District, Ho Chi Minh City;

2. Packaging Factory No. 2:

Head office: No. 13 Road, Tan Binh Industrial Zone, Ho Chi Minh City;

3. Printing Factory:

Head office: No. 117/2 Luu Ban Bich Street, Ward 20, Tan Binh District, Ho Chi Minh City;

4. Branch Office of the Company in Hanoi:

Head office: Duc Giang Town, Gia Lam District, Hanoi.