Pursuant to …;

Regarding the approval of the Charter on Organization and Operation

of Vietnam Ceramic and Glass Corporation

--------------------

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 Vietnam Ceramic and Glass Corporation at Circular No. 210/CV-TC dated April 8, 2003;

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

Pursuant to …;

Article 1. Approves the Charter on Organization and Operation of Vietnam Ceramic and Glass Corporation 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 Heads, Bureau Chiefs under the Ministry, and the General Director of Vietnam Ceramic and Glass Corporation are responsible for implementing this Decision.

CHARTER

ORGANIZATION AND OPERATIONS OF VIETNAM CERAMIC AND GLASS CORPORATION
(approved pursuant to Decision No. 107/2003/QĐ-BCN dated June 25, 2003 of the Minister of Industry))

Chapter 1:

GENERAL PROVISIONS

Article 1. Vietnam Ceramic and Glass Corporation (hereinafter referred to as the Corporation) was established according to Decision No. 781/CNn-TCLĐ dated August 14, 1993 of the Ministry of Light Industry (now the Ministry of Industry), is a state-owned enterprise operating independently under the Ministry of Industry, established, invested in, and managed by the State as the owner.

The Corporation specializes in producing and trading various types of ceramic and glass raw materials, products, lighting equipment, machinery and equipment; trading in chemical materials, fuel oil, iron and steel, spare parts; investment consulting, research, training, and technology transfer; designing, manufacturing, installing equipment, constructing specialized and civil works; leasing warehouses and workshops; direct import and export; tourism, hotel, exhibition, advertising, transportation services; other business activities as prescribed by law and other tasks assigned by the Ministry of Industry.

Article 2. The Company has:

1. International trade name in English: VIETNAM CERAMIC AND GLASS CORPORATION, abbreviated as VINACEGLASS;

2. Main office located at: 20-24 Nguyen Cong Tru Street, Nguyen Thai Binh Ward, District 1, Ho Chi Minh City.

3. Telephone: (84-8) 8290920 - 8290922;

Fax: (84-8) 8290768;

Email: [email protected];

Website: http://www.vinaceglass.com.

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

Article 3. The Corporation is subject to state management by the Ministry of Industry and other ministries, agencies equivalent to ministries, and provincial People's Committees and centrally-administered municipal People's Committees as state management agencies; simultaneously, it is also subject to management by these agencies as the agency exercising the rights of the owner over state-owned enterprises as stipulated in the Law on State-Owned Enterprises and other laws.

Article 4. The Communist Party of Vietnam organization within the Corporation 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

PART 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 Corporation has the right to transfer, lease, mortgage, or pledge assets under its management, except for those assets being the entire main production lines 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 resources under its management and use, 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 consistent with the objectives and tasks assigned by the State, expand business scale according to the Corporation's capacity and market demand; engage in supplementary businesses as permitted by the Ministry of Industry and competent state authorities.

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 wage and bonus payment methods, and enjoy other rights of employers as prescribed 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 Corporation, 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 capital for business operations independently without changing the form of ownership, issue bonds as prescribed by law; mortgage the value of land use rights attached to assets under the Corporation's management at Vietnamese banks to borrow funds for business operations as prescribed by law and 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 state obligations and establishing development funds and other funds as prescribed, the Corporation may distribute the remaining profits to employees based on their contributions to the Corporation's production and business results for the year. Detailed profit distribution regulations after tax are prescribed by the Government.

5. Enjoy subsidies, price supports, or other preferential policies from the State when performing production or service supply tasks for 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 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 Corporation has the right to refuse and report any requests for resource provision that are not prescribed by law from any individual, agency, or organization, except for voluntary contributions for humanitarian and public welfare purposes.

PART II:

OBLIGATIONS OF THE COMPANY

Article 9. The Corporation 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 business operations and conduct business within the registered industry; be responsible before the State and the Ministry of Industry for the results of the Company's activities 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 shall fulfill the financial management system and regulations on capital, assets, funds, accounting, bookkeeping, auditing 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 organizational structure of the Company's management includes the General Director, Executive 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 standards and conditions stipulated in Article 32 of the Law on State-Owned Enterprises dated April 20, 1995.

2. The Executive Directors assist the General Director in managing the Company according to their assigned tasks 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 duties as prescribed by law.

4. The office and specialized departments have the function of advising and assisting the General Director in management and operation. The supporting staff is organized based on the principle of ensuring efficiency and effectiveness.

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

1. Accept capital, land, natural resources, and other state resources from 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 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. Determine product and service prices for purchase and sale in compliance with state and ministry regulations, based on the principles of capital preservation and effective business operations.

7. Propose to the Minister of Industry for the appointment, dismissal, transfer, reward, and punishment of Executive Directors and the Chief Accountant of the Company.

8. Decide on the appointment, dismissal, transfer, reward, and punishment of heads and deputies of specialized departments, heads and deputies of subordinate units, and equivalent positions, and other rights of employers as prescribed 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

PART I:

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

Article 14. The General Director of the Company may accept state capital or transfer part of the allocated capital to contribute to other enterprises and 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 its effectiveness, preservation, and development, and collect profits from the Company's contributions 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 to the General Director of the Company for the Company's contributions in those enterprises.

PART II:

MANAGEMENT OF THE COMPANY'S CAPITAL IN JOINT VENTURE ENTERPRISES

Article 16. 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 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 amending collective labor agreements for the collective labor representatives 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 production and business performance, proposing measures to protect workers, 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 under the State-Owned Enterprise Law, the Trade Union Law, and guidelines from the Vietnam General Confederation of Labor and the Vietnam Federation of Trade Unions.

Chapter 6:

AFFILIATED UNITS OF THE COMPANY AND RELATIONSHIPS BETWEEN THE COMPANY AND ITS AFFILIATED UNITS

Article 19.

1. Subordinate units of the Company operate under dependent accounting, have separate accounts and seals for transactions according to the Organizational Structure and Operation Regulations of the unit and the General Director's authorization, in compliance with legal provisions.

2. The organizational structure of subordinate units of the Company includes a Director, Deputy Directors, and business, technical, and operational staff. Subunit Directors are appointed by the General Director and operate under the chief executive system, being responsible for the results of their unit's production and business operations to the General Director and complying with state laws.

3. Deputy Directors of subordinate units are proposed by the Director and appointed by the General Director. Based on assigned tasks, Subunit Directors propose to the General Director for approval of an appropriate organizational management structure suitable for the scale of the unit.

(List of subordinate units of the Company in the Appendix attached to the Charter).

PART I :

BUSINESS PRODUCTION PLAN

Article 20. For the Company :

1. Develop planning and business production plans, import-export, finance, investment, joint ventures, and associations according to the State's guidelines and the Company's orientation.

2. Direct the supply of main technical materials according to the plan and the consumption of products for subordinate units.

3. Monitor and review the completion level of the Company's assigned plans for subordinate units.

4. Organize the analysis of plan implementation, business activities of the Company, and report on economic and technical indicators to competent authorities as prescribed by the State.

Article 21. For subordinate units :

1. Develop operational plans, prepare production and business conditions to comply with the Company's schedule.

2. Implement synchronized production progress smoothly. Analyze the situation of plan implementation and report according to the Company's regulations.

PART II:

SCIENCE AND TECHNOLOGY

Article 22. For the Company.

Build and implement research and development programs for science and technology, technology transfer of the Company in the following areas:

1. Receive and process scientific and technological information from the world and domestically to apply effectively in production.

2. Research and put into production new products that are technologically synchronized, processes, quality standards, and economic and technical norms.

3. Study the use of domestic raw materials, technical materials, spare parts to replace imported goods.

4. Complete and issue advanced economic and technical norms, product quality standards, and technical safety procedures.

5. Implement scientific research topics at the Ministry and State levels.

6. Study measures to improve product quality, register trademarks, inspect finished goods for export, appraise the quality of raw materials, spare parts, semi-finished goods, and cooperative production to eliminate non-compliant materials and semi-finished goods.

Article 23. For subordinate units.

1. Manage all technical production activities according to the schemes assigned by the Company.

2. Manage all operation, maintenance, and repair work of machinery and equipment according to schedules.

3. Inspect the quality of semi-finished and finished products before warehousing or transferring to other stages.

4. Manage and implement decisions on technical safety, labor protection, environmental protection, and disputes over product quality.

PART III:

SUPPLY OF MATERIALS AND PRODUCT CONSUMPTION

Article 24. For the Company.

1. Create effective export sources, organize the import of raw materials, auxiliary materials, chemicals, and equipment for customers with requirements.

2. Develop supply plans and manage all main technical materials, spare parts produced domestically or imported for subordinate units.

3. Market the products of subordinate units to domestic and international markets.

4. Establish, issue, and check material and technical norms for subordinate units and processing units.

5. Settle accounts for materials and products with subordinate units and processing units according to norms set by the Company.

Article 25. For subordinate units.

1. Inventory, reconcile, and balance main materials with the quantity of products submitted to the Company according to the plan assigned by the Company.

2. Be authorized to actively market products in markets decided by the Company.

PART IV:

LABOR AND WAGES

Article 26. For the Company.

1\. Study and promulgate regulations on labor management and wages uniformly within the Company.

2\. Develop plans and assign recruitment targets for labor to subordinate units and conclude labor agreements with the Company's Trade Union.

3\. Issue standards for labor and labor norms. Aggregate and inspect the implementation of approved norms and standards at subordinate units.

4\. Establish and promulgate regulations on recruitment, wage payment, bonuses, labor discipline rules, and allocate wage funds based on standardized production units. Inspect the implementation of these regulations.

5\. Settle labor and wage accounts based on submitted products and limits set by the Company for subordinate units.

Article 27. For subordinate units.

1\. Manage the quantity and quality of workers and staff according to the Company's classification.

2\. Recruit labor according to the targets assigned by the Company and conclude labor contracts with workers and staff of the unit according to the Company's classification.

3\. Train skills, arrange work assignments, propose rewards and disciplinary actions, and implement policies for workers and staff as stipulated by the Company.

4\. Decide on wage payments and bonuses based on the unit's production and business results and according to the Company's regulations.

5\. Settle wage and bonus funds with the Company.

PART V:

FINANCE, CREDIT, PRICES, AND ECONOMIC ACCOUNTING

Article 28. For the Company.

1\. Manage all assets, types of capital, and funds allocated by the State, ensure the preservation, development, and effective use of various types of capital.

2\. Be authorized to mobilize various sources of capital for the Company's production and business activities based on effectiveness and compliance with State regulations.

3\. Sign economic contracts domestically and internationally and settle accounts with customers.

4\. Develop unified price management schemes throughout the Company.

5\. Fulfill obligations to pay state budget revenues, direct accounting, statistical, and economic activity analysis work of units, and account for all production and business export-import activities of the Company.

6\. Review completion of plans and decide on the distribution of funds to subordinate units.

Article 29. For subordinate units.

1\. Be authorized by the Company to use and be responsible for managing assets, ensuring the preservation and effective use of allocated capital.

2\. Implement periodic reporting and inventory systems as prescribed by the State and the Company.

3\. Be permitted to open bank accounts at banks where the unit is located, with seals for transactions authorized by the Company's General Director, in accordance with State regulations.

4\. Be authorized by the Company to handle local government unit's state budget payments.

5\. Organize workshop cost accounting, report to the Company for comprehensive cost accounting, and determine reasonable selling prices.

Chapter 7:

FINANCIAL ASPECTS OF THE COMPANY

Article 30.

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's Charter.

Article 31.

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

a\. Capital allocated 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 32.

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

2\. Funds of the Company established by the General Director's decision include:

a\. Development Investment Fund established from basic depreciation capital and profits of the Company as prescribed by the Ministry of Finance, income from the Company's equity in other enterprises, foreign joint ventures, and other sources.

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

b\. Financial Reserve Fund, Reward Fund, Welfare Fund established according to the Ministry of Finance's guidelines. Specific levels of establishment and submission, and usage of these funds follow the Ministry of Finance's guidelines.

Article 33.

Financial autonomy of the Company:

1\. The Company operates on the principle of financial independence, balancing revenues and expenditures, and is responsible for preserving and developing the Company's business capital, including its equity in other enterprises and foreign joint ventures.

2\. The Company conducts financial activity inspections and supervision throughout the Company. Dependent accounting units operate according to classification and ensure unified centralized management principles 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 AGENCIES AND LOCAL AUTHORITIES

Article 34.

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 the Company's development plan within the overall industry development plan; implement economic-technical norms and product and service quality standards of 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 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 Company's General Director, Executive 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 35.

With regard 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 prescribed by law.

Chapter 9:

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 36. The Minister of Industry shall examine and decide on the restructuring, division, merger, or dissolution of the Company.

 Article 37. If the Company loses the ability to repay 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 38. These Bylaws consist of ten chapters and thirty-nine articles and shall apply to the Vietnam Ceramic Glass Corporation. All individuals and units under the Vietnam Ceramic Glass Corporation are responsible for implementing these Bylaws.

Article 39.

In cases where it is necessary to supplement or amend the Bylaws, the General Director of the Corporation shall submit to the Minister of Industry for approval./.