Decision No. 106/2003/QĐ-BCN Approving the Charter on Organization and Operation of Saigon Shoe Company

DECISION OF THE MINISTER OF INDUSTRY

Regarding the approval of the Articles of Association of the Organization 继续翻译剩余的段落，保持格式和内容的准确性。

 

THE MINISTER OF INDUSTRY

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

Based on the State Enterprise Law dated April 20, 1995;

Based on Decree No. 50/CP dated August 28, 1996 of the Government on establishment, restructuring, dissolution, and bankruptcy of state 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 Saigon Shoe Company at Report No. 91/2003-GSG dated April 10, 2003,

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

 

DECISION:

Article 1. Approves the Articles of Association of the Organization and Operation of Saigon 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 Office of the Ministry, the Inspectorate of the Ministry, the Heads of Departments and Bureaus under the Ministry, and the General Director of Saigon Shoe Company are responsible for implementing this Decision.

ARTICLES OF ASSOCIATION OF THE ORGANIZATION AND OPERATION OF SAIGON SHOE COMPANY

(approved pursuant to Decision number 106/2003/QĐ-BCN dated June 25, 6 year 2003 of the Minister of Minister of Industry).

PART I

GENERAL PROVISIONS

Article 1. Saigon Shoe Company (hereinafter referred to as the Company) was established pursuant to Decision No. 400/CNN-TCLĐ dated April 29, 1993 of the then Ministry of Light Industry (now the Ministry of Industry), is a state enterprise operating independently under the Ministry of Industry, established, invested in, and managed by the State as the owner. The Company specializes in producing and trading in various items such as textiles, leather, faux leather, footwear of all types, handbags, and other products derived from leather and raw materials serving the leather and footwear industry according to its business registration and export-import permits issued by the State. 1. International name is: SAIGONSHOES COMPANY

SASHOCO

Article 2. The Company has:

2. The main office is located at: 419 Le Hong Phong Street, Ward 2, District 10, Ho Chi Minh City; - Telephone: (08) 8353820 - 8351903; - Fax: (84-8) 8390401.abbreviated as: 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 in accordance with the law; the Company operates autonomously, manages its finances independently, and is bound by obligations and benefits with the Ministry of Industry in accordance with the Articles of Association of the Organization and Operation and the financial regulations of the Company.;

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 municipal people's committees directly under the central government as state administrative bodies; simultaneously, it is also subject to management by these bodies as entities exercising the rights of the owner over state enterprises in accordance with the State Enterprise Law and other relevant laws. The Communist Party of Vietnam organization in the Company operates in accordance with the Constitution and laws of the Socialist Republic of Vietnam and the regulations of the Communist Party of Vietnam.

Trade Union organizations and other political-social organizations in the Company operate in accordance with the Constitution and laws.

RIGHTS AND OBLIGATIONS OF THE COMPANY RIGHTS OF THE COMPANY 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.

Article 3. 2. The Company has the right to raise capital, invest, trade, collaborate, 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 complete sets of main production technology chains that have not yet been fully depreciated, which must be approved by the Ministry of Industry based on the principle of preserving and developing capital; for land and natural resources under its management and use, current laws shall apply.

Article 4. Credit organizations on 4. The Company has the right to liquidate or sell assets

that are main production technology chains that have been fully depreciated according to the regulations of the economic and technical management agency.

PART II

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

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

Article 5.

3. Establish branches and representative offices of the Company

both domestically and internationally in accordance with the Government's regulations and the分级任务如下：

within the country and abroad according to the provisions of the Government and the分级任务指示： Industry permits, on the principle of preservingand developing capital; for land and natural resources under the management anduse of the Company, implement according to current laws.

4. The Company has the right to liquidate or sellassets. ' which are main production lines that have beenfully depreciated according to the regulations of the economic and technicalmanagement agency.

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

1. Organize management structures and businessoperations suitable for the objectives and tasks assigned by the State and theMinistry of Industry.

2. Update technology and equipment.

3. Establish branches and representative officesof the Company within and outside the country according to theprovisions of the Government and the delegation of the Ministry of Industry.

4. Engage in industries consistent with theobjectives and tasks assigned by the State; expand business scale according tothe Company's capacity and market demand; engage in additional industriesapproved by the Ministry of Industry and competent state agencies.

5. Choose markets freely; be allowed to exportand import according to the State's provisions.

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

7. Invest, form joint ventures, collaborate, andcontribute shares according to the State's and the Ministry of Industry'sregulations.

8. Establish and apply material consumption norms,labour norms, unit wage rates per product within the framework of national normsand rates and the Ministry's of Industry regulations;

9. Select, hire, allocate, train labour, choosewage payment forms, and other rights of employers according to the Labour Law andother legal regulations; decide wage and bonus levels for workers based on unitwage rates per product or service costs and the Company's operational efficiencyapproved by the Ministry of Industry. 10. Invite and host foreign business partners ofthe Company in Vietnam; send Company personnel abroad for work, study, and surveyaccording to legal provisions.

The Company has the right to manage finances asfollows:

Article 7. 1. Use the Company's capital and funds to timelymeet business needs according to the principle of preservation and repayment.

8. Decide on the appointment, dismissal, transfer,reward, and disciplinary actions for positions responsible for units (departments,divisions, centers, branches, stores, and subordinate units) within the Companyand other rights of employers according to the Labour Law.

2. Self-funding for business activities withoutchanging the form of ownership, may issue bonds in accordance with the provisionsof the law; may mortgage the value of land use rights attached to assets underthe management of the Company at Vietnamese banks to borrow funds for businessactivities in accordance with the provisions of the law and the Ministry ofIndustry. Industrial Ministry.

3. May use the basic depreciation fund of theenterprise; the level and ratio of contributions to the basic depreciation fund,regulations on the use and management of the basic depreciation fund shall beprescribed by the Government.

4. After fulfilling all obligations to the state,establishing investment development funds and other funds as prescribed, theCompany may distribute the remaining post-tax profits to employees according totheir contributions to the production and business results of the year. Detailsregarding the distribution of post-tax profits shall be regulated by theGovernment.

5. May enjoy subsidy, price support, or otherpreferential regimes of the State when performing production tasks or providingpublic services for national defense, security, disaster prevention, publicbenefit activities, or supplying products and services according to the State'spricing policy that does not cover the production costs of such products andservices of the Company.

6. May enjoy investment or reinvestment preferentialregimes as prescribed by the State.

7. Other rights as delegated by the Ministry ofIndustry. Industrial Ministry.

Article 8. The Company has the right to refuse and reportany demands for resources not stipulated by law from any individual, agency, ororganization, except voluntary contributions for humanitarian and public benefitpurposes.

Chapter II. DUTIES OF THE COMPANY

Article 9. The Company has the obligation to accept andefficiently utilize and preserve and develop the capital assigned by the State,including the portion invested in other enterprises; to accept and efficientlyutilize natural resources, land, and other resources assigned by the State toachieve business objectives and tasks assigned by the State and the Ministry of Industry.

Article 10. The Company has the obligation to managebusiness activities as follows:

1. Registering and conducting business in theindustries registered; being responsible before the State and the Ministry of Industry for the results of the Company'sactivities and being responsible before customers and the law for the productsand services provided by the Company.

2. Developing long-term strategic plans, annualproduction and business plans in line with the objectives and tasks assigned bythe State and market demand, and submitting them to the Ministry of Industry for approval.

3. Modernizing technology and management methods;using income from asset transfers for reinvestment, replacing equipment andtechnology of the enterprise.

4. Fulfilling obligations towards employees asprescribed by the Labor Code, ensuring employee participation in managing theCompany. 5. Implementing State regulations on resourceprotection, environmental protection, national defense, and national security.

6. Implementing statistical reporting, accounting,periodic reports as prescribed by the State and extraordinary reports asrequired by the Ministry

of Industry; being responsible for the accuracyof the reports. 7. Accepting inspections by the Ministry

of Industry; complying with inspection regulationsby financial authorities and other competent state agencies as prescribed by law. 1. The Company has the obligation to strictlyimplement the management system and regulations regarding capital, assets, funds,accounting, bookkeeping, audit systems, and other systems prescribed by theState; being responsible for the accuracy and legality of the Company's financialactivities.

Article 11

2. The Company has the obligation to publiclyannounce annual financial reports and information accurately reflecting theCompany's operations as prescribed by the Government.

3. The Company fulfills tax payment obligationsand other budgetary payments as prescribed by law.

ORGANIZATION AND MANAGEMENT STRUCTURE OF THECOMPANY

CHAPTER III.

The organizational structure of the Companyincludes the General Director, Deputy General Directors, Chief Accountant, andsupport staff:

Article 12. 1. The General Director of the Company isappointed, relieved, rewarded, and disciplined by the Ministry

of Industry. The General Director represents thelegal entity of the Company and is responsible to the Ministry Minister of Industry and the law for the operation of theCompany. The General Director has the highest authority to manage the Company andmust meet the standards and conditions as prescribed in Article 32 of the StateEnterprise Law dated April 20, 1995. Minister 2. Deputy General Directors assist the GeneralDirector in managing the Company according to their assigned duties and powersfrom the General Director, and are responsible to the General Director and thelaw for the assigned duties and powers.

3. The Chief Accountant assists the GeneralDirector in directing and organizing the accounting and statistical work of theCompany and has the rights and responsibilities as prescribed by law.

4. The office and specialized departments havefunctions to advise and assist the General Director in management and operation.

Duties and powers of the General Director.

Article 13. 1. Accepting capital, land, natural resources, andother resources assigned by the State and the Ministry

of Industry for management and utilization inaccordance with the assigned objectives and tasks and being responsible forefficient utilization, preservation, and development of capital. 2. Developing investment development projects, long-term and annual plans of the Company, investment schemes, joint ventures, and organizational management plans of the Company for approval by the Ministry

of Industry. 3. Organizing and managing the operationalstructure of the Company and its subordinate units.

4. Establishing and issuing economic-technicalnorms, product and service standards, wage rates in accordance with Stateprovisions. 5. Issuing wage, bonus, labor, and disciplinaryregulations in accordance with current State provisions for application withinthe Company.

6. Determining purchase and sale prices ofproducts and services in accordance with State and Ministry

of Industry provisions on the principle ofcapital preservation and effective business operations.

7. Submitting to the Ministry of Industry for appointment, dismissal, transfer,reward, and discipline of Deputy General Directors and Chief Accountants.

8. Deciding on the appointment, dismissal,transfer, reward, and discipline of positions responsible for units (departments,centers, branches, stores, and subordinate units) within the Company and otherpowers of employers as prescribed by the Labor Code. Minister 9. Reporting to the Ministry

9. Report to the Ministry b) Additional State investment capital for theCompany.

c) The portion of post-tax profits reinvestedaccording to current regulations. Industry, competent state agencies shall review the production and business results of the Company.

10. Be subject to inspection and supervision by the Ministry of Industry and competent state agencies regarding the performance of the Company's functions and tasks as prescribed by law. Industry and competent state agencies shall supervise the implementation of the Company's functions and tasks according to the provisions of the law.

11. Other rights pursuant to delegation and authorization by the Ministry of Industry. of Industry.

PART IV

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

AND JOINT VENTURE ENTERPRISES

PART I. MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

Article 14. The General Director of the Company, upon receiving capital from the State or transferring part of the allocated capital to contribute to other enterprises, shall have the following rights and obligations:

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

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

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

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

1. Participate in the management and operation machinery of the enterprise with the Company's contributed capital according to the Enterprise Charter of that enterprise.

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 for the contributed capital of the Company in those enterprises.

Chapter II. MANAGEMENT OF THE COMPANY'S CAPITAL IN JOINT VENTURE ENTERPRISES  Joint ventures in which the Company participates shall be established, managed, and operated according to the Law on Foreign Investment in Vietnam, the Enterprise Law, related laws, and the Joint Venture Enterprise Charter.

Article 16. The Company shall perform all rights, obligations, and responsibilities towards these joint ventures as stipulated by law and contracts signed.

WORKING COLLECTIVE AT THE COMPANY

CHAPTER V

The Workers' Congress is a direct form for workers in the Company to participate in management. The Workers' Congress shall exercise the following rights:

Article 17. 1. Participate in discussions, drafting, or supplementing amendments to collective labor agreements for the representative of the workers' collective to negotiate and sign with the General Director of the Company.

2. Discuss and approve regulations on the use of funds directly related to the interests of workers in the Company.

3. Discuss and provide opinions on planning, schemes, efficiency of production and business operations, propose measures to protect workers, improve working conditions, material and spiritual life, environmental hygiene, and retraining of workers.

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

The Workers' Congress of the Company shall be organized and operate according to the State Enterprise Law, the Trade Union Law, and guidelines from the Vietnam General Confederation of Labor and the Vietnam Industrial Trade Union.

Article 18. SUBORDINATE UNITS OF THE COMPANY AND

Chapter VI

RELATIONSHIP BETWEEN THE COMPANY AND SUBORDINATE UNITS

 Article 19

classification and authorization by the General Director of the Company.

1.2. Units located far from the Company may open bank accounts and have their own seals for transactions consistent with the accounting methods authorized by the General Director of the Company.

3. Subordinate units of the Company are assigned resources, manpower, and product prices by the Company to organize and manage production and business activities. 4. Unit managers appointed by the General Director of the Company are responsible before the General Director and the law for organizational and managerial aspects of production and business activities and other matters according to the Company's classification and delegated tasks.

(List of subordinate units attached as an appendix to the Charter).

Basic rights and obligations of subordinate units

1. Rights of member units:

Article 20. a) Have the right to use the resources assigned by the Company; independently organize and implement production and business tasks according to the Company's plan; develop monthly, quarterly, and annual plans for the unit;

b) Enter into and execute economic contracts within the scope authorized by the General Director of the Company;

c) Organize and manage the unit according to the Charter of Organization and Operation approved by the General Director of the Company and the Company's classified management system; d) Pay wages and bonuses based on production and business results according to the Company's regulations, standards, and product prices;

đ) Organize a lean management structure, rationally utilize labor and labor components;

e) Train skills; arrange work; propose rewards and punishments; implement policies for workers according to state and company regulations; g) Plan maintenance and repair of equipment, operating procedures according to the Company's regulations;

h) Inspect the quality of raw materials, imported and domestically processed products before production;

i) Complete all administrative procedures for technical safety issues and disputes over product quality. 2. Obligations of subordinate units:

a) Preserve and develop the value of assets classified to the unit for management, complete plans assigned by the Company;

b) Maintain accounting and statistical books according to the law and the Company's guidance; report regularly monthly, quarterly, and annually to the General Director on all aspects of the unit's activities;

c) Be subject to supervision by the Company.

The Company implements independent accounting and financial autonomy in business operations in accordance with the State Enterprise Law, other legal provisions, and the Company's Charter.

a) Capital allocated by the State at the time of the Company's establishment. b) Additional State investment capital for the Company.

c) Post-tax profit supplements according to current regulations.

d) Other sources of capital (if any). 2. When there is an increase or decrease in charter capital, the Company must adjust promptly in the Balance Sheet and announce the adjusted charter capital of the Company.

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

Chapter VIIVII

FINANCIAL ASPECTS OF THE COMPANY

Article 21. 2. Funds of the Company are established by the General Director's decision, including:

Article 22.

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

a) The Development Fund established from basic depreciation funds and profits of the Company according to the Ministry of Finance's regulations, income from the Company's contributions to other enterprises, foreign joint ventures, and other sources.

d) Other sources of capital (if any).

2. When there is an increase or decrease in thestated capital, the Company must promptly adjust the Balance Sheet and announceits adjusted stated capital.

1. The Company is established and uses funds toensure high effectiveness in its development.

2. The Company's funds are established by theDirector's decision, including:

Article 23.

a) The Development Investment Fund establishedfrom basic depreciation funds and contributions from the Company's profitsaccording to the Ministry

of Finance's regulations, income from the Company'scontributions to other enterprises, foreign joint ventures, and other sources.

Finishing leather hat products. 4. Workshop 4:

The basic depreciation fund and reinvestment profits of dependent accounting units of the Company shall be centralized at the Company for investment according to the annual plan.

b) Financial reserve funds, incentive funds, welfare funds shall be established in accordance with the guidelines of the Ministry of Finance. Financial matters: The specific levels of establishment and submission, and the use of these funds shall be in accordance with the guidelines of the Ministry of Finance. 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 is responsible for preserving and developing the business capital of the Company, including the portion invested in other enterprises and foreign joint ventures.

2. The Company implements financial activity monitoring throughout the entire Company. Dependent accounting units carry out their activities according to the分级制度 and ensure the principle of unified centralized management within the entire Company.

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

Chapter VIII

RELATIONSHIP BETWEEN THE COMPANY AND

STATE AUTHORITIES AND LOCAL ADMINISTRATIONS The Company is subject to inspection and supervision by the Ministry of Industry and other state management agencies as prescribed by law in the following areas:

Article 25.

1. Compliance with laws, implementation of regulations of the Government and the Ministry of Industry related to the Company. 2. Implementation of planning and development strategies for the Company within the overall industry planning and development strategy; implementation of economic and technical norms, product quality standards, and service standards set by the Ministry of Industry and the State.

3. Compliance with financial systems, credit systems, profit tax systems, accounting systems, and statistical systems as prescribed by law. 4. Adherence to national regulations and those of the Ministry of Industry regarding organizational work and personnel matters, including establishment, division, merger, reorganization, dissolution; approval and amendment of the Company's Articles of Association; appointment, dismissal, transfer, reward, and disciplinary action against the General Director, Deputy General Director, and Chief Accountant of the Company.

5. Implementation of regulations concerning resource protection and environmental protection. 6. Implementation of regulations concerning foreign relations and import/export activities.

7. Ensuring the rights and obligations towards employees in the Company as stipulated by law.

With respect to local authorities, the Company is subject to state management and compliance 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. REORGANIZATION, DISSOLUTION, LIQUIDATION OF THE COMPANY

The Ministry of Industry examines and decides on the reorganization, division, merger, and dissolution of the Company.

If the Company loses its 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.

IMPLEMENTATION PROVISIONS .

Article 26. This Charter consists of ten chapters and thirty articles, applicable to the Saigon Shoe Company. All individuals and units directly under the Saigon Shoe Company are responsible for implementing this Charter.

CHAPTER IX

Any supplementation or amendment to the Charter must be proposed by the General Director of the Company and approved by the Ministry of Industry.

Article 27. AND Minister LIST OF UNITS DIRECTLY UNDER THE COMPANY AT THE TIME OF APPROVAL OF THE CHARTER

Article 28. (attached to the Charter on the organization and operation of the Saigon Shoe Company).

Chapter X

1. Workshop 1:

Article 29. Completes the production of finished hat products.

Article 30. 2. Workshop 2: Minister Produces semi-finished goods for sewing, semi-finished rubber products, and completes finished shoe products.

 

ANNEX

3. Workshop 3:

Completes the production of finished leather hat products. 4. Workshop 4:

Produces soles, completes finished leather shoe products.

5. Workshop 5:

Completes the production of finished leather handbag and suitcase products.

6. Electrical and Mechanical Workshop:

Repairs, manufactures, and overhauls electrical and mechanical equipment and power units./.

Producing soles, assembling and completing leathershoes products.

5. Workshop 5:

Completing leather handbag and luggage products.

6. Mechanical and Electrical Workshop:

Repairing, manufacturing, and overhaulingmechanical and electrical equipment and power systems./.

6. Electrical and mechanical workshop:

Repairing, manufacturing, and reconstructing electrical and mechanical equipment and power machinery./.