Decision No. 108/2003/QD-BCN on Approving the Charter of Organization and Operation of the Phospha Light Bulb Company.

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation

of the DIEN QUANG Lamp 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 provisions of Decree No. 50/CP;

Considering the proposal of the General Director of the DIEN QUANG Lamp Company at Document No. 831/CV-TCHC dated May 22, 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 the DIEN QUANG Lamp Company attached hereto.

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

The Head of the Ministry's Office, the Inspector General of the Ministry, Heads of Departments, Directors of Bureaus under the Ministry, and the General Director of the DIEN QUANG Lamp Company are responsible for implementing this Decision./.

                                  

CHARTER

ORGANIZATION AND OPERATIONS OF THE DIEN QUANG LAMP COMPANY

(approved pursuant to Decision No. 108/2003/QĐ-BCN dated June 25, 2003 of the Minister of Industry)

 

PART I

GENERAL PROVISIONS

 

Article 1. The DIEN QUANG Lamp Company (hereinafter referred to as the Company) was established according to Decision No. 236/CNn-TCLĐ dated March 24, 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 Company specializes in producing and trading various types of light bulbs, alkali glass, neutral glass, ballasts, starters, lighting equipment, lighting accessories, electrical equipment; trading raw materials, materials, chemicals; trading other industries as prescribed by law and other tasks assigned by the Ministry of Industry.

Article 2. The Company has:

1. The international trade name is: DIEN QUANG LAMP COMPANY, abbreviated as DIMEXCO;

2. The main office is located at: 125 Ham Nghi Street, District 1, Ho Chi Minh City;
- Telephone: (84-8) 8291035 - 8225265;

- Fax: (84-8) 8251518.

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 managed by the Company, has its own seal for transactions, owns separate assets and centralized funds, and can open accounts (domestic and foreign currencies) at banks as prescribed 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, agencies equivalent to Ministries, and People's Committees of provinces and centrally-administered cities 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 stipulated in the Law on State-Owned Enterprises and other laws.

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

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 Company has the right to transfer, lease, mortgage, or pledge assets under its management, except for those assets that are the entire main production lines which have not yet been fully depreciated, such transfers must be approved by the Ministry of Industry based on the principle of preserving and developing capital; for land and resources under the management and use of the Company, they shall be implemented in accordance with current laws.

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

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

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

2. Update technology and equipment.

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

4. Engage in businesses compatible with the goals and tasks assigned by the State; expand business scale according to the capacity of the Company 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 forms, and enjoy other rights of employers as prescribed by the Labor Code and other laws; decide the 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 capital independently for business operations without changing ownership form, issue bonds as prescribed by 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 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 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 prescribed 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 state policy prices that do not cover the production costs of the Company.

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 resources not prescribed by law from any individual, agency, or organization, except voluntary contributions for humanitarian and public welfare purposes.

 

PART 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 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 industries; bear responsibility before the State and the Ministry of Industry for the results of the Company's operations and bear responsibility before customers and the law for products and services provided by the Company.

2. Develop long-term and annual production and business plans consistent with the goals and tasks assigned by the State and market demands, submit them to the Ministry of Industry for approval.

3. Modernize technology and management methods; use income from asset transfers for reinvestment, modernization of equipment and technology of the enterprise.

4. Fulfill obligations towards employees as prescribed by the Labor Code, ensuring employee participation in managing the Company.

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

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

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

 

Article 11.

1. The Company has the obligation to comply with the regulations and systems on capital management, asset management, fund management, accounting, bookkeeping, audit systems, and other systems prescribed by the State; bear responsibility 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 III

ORGANIZATION OF THE COMPANY'S MANAGEMENT STRUCTURE

 

Article 12. The management structure of the Company includes the General Director, Executive Directors, Chief Accountant, and supporting staff.

1. The General Director of the Company shall be appointed, dismissed, 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 to the law for managing the operations of the Company. The General Director of the Company has the highest authority to manage within the Company and must meet the standards and conditions stipulated in Article 32 of the State Enterprise Law dated April 20, 1995.

2. The Executive Directors of the Company assist the General Director of the Company in managing the Company according to their assigned tasks and delegated powers, and they are responsible to the General Director and to the law for the tasks assigned and delegated to them.

3. The Chief Accountant of the Company assists the General Director of the Company in directing and organizing the accounting and statistical work of the Company and holds the rights and responsibilities as prescribed by law.

4. The office and specialized departments have the function of advising and assisting the General Director of the Company in management and operation. The supporting staff is organized in accordance with the management mechanism and development direction of the Company.

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

1. Accept capital, land, natural resources, and other resources from the State and the Ministry of Industry to manage and use in accordance with the objectives and tasks assigned by the State, and be responsible for using them effectively, preserving, and developing the 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 purchase prices, sale prices of products and services in compliance with state regulations and the Ministry of Industry on the principle of preserving capital and conducting business effectively.

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

8. Decide on the appointment, dismissal, transfer, reward, and discipline of heads and deputies of specialized departments, heads and deputies of subordinate units, and equivalent positions within the Company, and other rights of employers as stipulated by the Labor Code.

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

10. Be subject to inspection and supervision by the Ministry of Industry and relevant state authorities regarding the performance of the Company's functions and tasks as stipulated by law.

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

Chapter 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 may accept capital from the State 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 its effective use, preservation, and development, and collect profits from the Company's contributed capital in other enterprises.

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

1. Participate in the management and operation machinery of the enterprise with the Company’s contributed capital according to the enterprise’s Articles of Association.

2. Monitor and supervise the operational situation of the enterprise with the Company’s contributed capital.

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

PART II

MANAGEMENT OF THE COMPANY'S CAPITAL IN JOINT VENTURE ENTERPRISES

 

Article 16. Joint ventures in which the Company participates shall be established, managed, and operated in accordance with the Law on Foreign Investment in Vietnam, the Enterprise Law, related laws, and the Articles of Association of the Joint Venture Company.
The Company fulfills all rights, obligations, and responsibilities towards these joint ventures as prescribed by law and in accordance with signed contracts.

Chapter V

LABOR UNION AT THE COMPANY

 

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

1. Participate in discussions, drafting, or supplementing and amending collective labor agreements for the representatives of workers' collectives 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 efficiency, 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 shall be organized and operate in accordance with the State Enterprise Law, the Trade Union Law, and guidelines from the Vietnam General Confederation of Labor and the Vietnam Industrial Trade Union.

 

Chapter VI

SUBSIDIARY WORKSHOPS OF THE COMPANY

 

Article 19:

1. The Company has subsidiary workshops operating on the principle of dependent accounting according to the Regulations on the organization and operation of Workshops issued by the Company and according to the classification and delegation of authority by the General Director of the Company.

2. The Workshop Director shall be appointed, dismissed, transferred, rewarded, and disciplined by the General Director of the Company and shall be responsible to the General Director and the law for all activities of production and business, equipment and machinery, factories, labor, and product quality managed by the Workshop.

3. The Workshop shall implement periodic reporting and inventory systems as prescribed by the Company.

4. The Workshop may open dedicated accounts for income and expenditure at the bank where the Workshop is located and have its own seal for transactions in accordance with the Workshop Regulations, classification, and delegation of authority by the General Director of the Company.

(List of Subordinate Units of the Company in the Appendix attached to the Articles of Association).

 

Chapter VII

FINANCIAL ASPECTS OF THE COMPANY

Article 20.

The Company implements independent accounting and financial autonomy in business operations in accordance with the State Enterprise Law, other legal provisions, and the Articles of Association of the Company.

Article 21.

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

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

b) Additional capital invested by the State in 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 22.

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

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

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

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

b) Financial reserve funds, Reward Funds, Welfare Funds established according to the guidance of the Ministry of Finance. Specific levels of contribution and use of these funds according to the guidance of the Ministry of Finance.

Article 23.

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 the contributed capital in other enterprises and foreign joint ventures.

2. The Company conducts financial activity inspections and supervision throughout the Company. Dependent accounting units implement according to classification 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 VIII

RELATIONSHIP BETWEEN THE COMPANY AND STATE AGENCIES AND LOCAL AUTHORITIES

Article 24.

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. 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, Chief Executive Officer, 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 25.

For 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 its territorial jurisdiction as prescribed by law.

 

Chapter IX

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 26. The Minister of Industry shall examine and decide on the restructuring, division, merger, or dissolution of the Company.

Article 27. If the Company loses the 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 X

IMPLEMENTING PROVISIONS

 

Article 28. This Charter consists of ten chapters and twenty-nine articles and applies to the Điện Quang Electric Light Bulb Company. All individuals and units under the Điện Quang Electric Light Bulb Company are responsible for implementing this Charter.

Article 29. In case of need to supplement or amend the Charter, the General Director of the Company shall submit to the Minister of Industry for approval./.