Circular No. 120/2016/TT-BTC on the Articles of Association of the Organization and Operation of the Vietnam National Lottery Limited Liability Company with One Member

CIRCULAR

Regarding the Charter on Organization and Operation of Vietnam National Lottery Joint Stock Company Limited Liability

On the basis of Enterprise Law No. 68/2014/QH13 November 26, 2014;

On the basis of Law on Management and Use of State Capital for Production and Business at Enterprises No. 69/2014/QH13 November 26, 2014;

Decree No. 215/2013/NĐ-CP dated December 23, 2013 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Decree No. Decree No. 30/2007/NĐ-CP dated March 1, 2007 of the Government on lottery business and Decree No. Decree No. 78/2012/NĐ-CP dated October 5, 2012 of the Government amending and supplementing certain articles of Decree No. Decree No. 30/2007/NĐ-CP dated March 1, 2007 of the Government on lottery business;

Decree No. Decree No. 99/2012/NĐ-CP dated November 15, 2012 of the Government on delegation and decentralization of implementation of rights, responsibilities, and obligations of state owners towards state-owned enterprises and state capital invested in enterprises;

Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets in enterprises;

Decree No. Decree No. 97/2015/NĐ-CP dated October 19, 2015 of the Government on management of persons holding positions in enterprises which are joint stock companies limited liability with 100% state-owned charter capital;

Decree No. Decree No. 19/2014/NĐ-CP dated March 14, 2007 of the Government promulgating the model charter of joint stock company limited liability with state ownership;

At the proposal of the Director of the Department of Finance of Banks and Financial Organizations;

The Minister of Finance issues this Circular on the Charter on Organization and Operation of Vietnam National Lottery Joint Stock Company Limited Liability.

Article 1. Attached to this Circular is the Charter on Organization and Operation of Vietnam National Lottery Joint Stock Company Limited Liability.

Article 2. This Circular takes effect from the date of issuance and replaces Circular No. 142/2012/TT-BTC dated August 22, 2012 issued by the Minister of Finance on the Charter on Organization and Operation of Vietnam National Lottery Joint Stock Company Limited Liability.

Article 3. The Director of the Department of Finance of Banks and Financial Organizations, Heads of relevant units, Chairman of the Company, General Director of Vietnam National Lottery Joint Stock Company Limited Liability are responsible for implementing this Circular./.

CHARTER ON ORGANIZATION AND OPERATION

JOINT STOCK COMPANY LIMITED LIABILITY

VIETNAM NATIONAL LOTTERY

(Issued together with Circular No. 120/2016/TT-BTC

dated July 14, 2016 of the Ministry of Finance)

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

This Charter stipulates the organization and operation of Vietnam National Lottery Joint Stock Company Limited Liability, which is a company with 100% state-owned charter capital established pursuant to Decision No. 2933/QĐ-BTC dated December 5, 2011 of the Minister of Finance.

Article 2. Interpretation of Terms

1. Within this Charter, the following terms shall be understood as follows:

a) "Company" is Vietnam National Lottery Joint Stock Company Limited Liability;

b) "Branch" is a subsidiary unit of the Company, tasked with performing part of the functions of the Company according to the division of responsibilities. The industry and business of the Branch must be consistent with the industry and business of the Company;

c) "Enterprise Law" is Enterprise Law No. 68/2014/QH13 dated November 26, 2014;

d) "Public Investment Law" is Public Investment Law No. 49/2014/QH13 dated June 18, 2014;

đ) "Law on Management and Use of State Capital for Production and Business at Enterprises" is Law on Management and Use of State Capital for Production and Business at Enterprises No. 69/2014/QH13 dated November 26, 2014;

e) "Company Manager" is the Chairman of the Company, Supervisor, General Director, Deputy General Director, and Chief Accountant.

2. Other terms and phrases defined in the Enterprise Law, laws on Joint Stock Companies Limited Liability with State Ownership, and other related documents will have similar meanings in this Charter.

3. References in this Charter to provisions of other documents shall include both the amended contents and the replacement documents of those documents.

Article 3. Name and Head Office

1. Name:

a) Vietnamese name: Vietnam National Lottery Joint Stock Company with One Member;

b) Vietnamese abbreviation: Vietnam Lottery Company;

c) English name: Vietnam Lottery One Member Company Limited;

d) English abbreviation: Vietnam Lottery Company/Vietlott.

2. Business form: A state-owned single-member limited liability company.

3. Head office:

a) The Vietnam National Lottery Company has its main office located in Hanoi, with branches and representative offices in several provinces and centrally-administered cities.

b) Main office address: 15th floor, Cornerstone Building, No. 16 Phan Chu Trinh Street - Hoan Kiem District - Hanoi City.

c) Website: www.vietlott.vn.

d) Telephone number: 046.268.6818 - Fax: 046.268.6800.

Article 4. Legal Form and Legal Personality

1. The Company organizes and operates under the form of a single-member limited liability company owned by the State holding 100% of the charter capital, in accordance with the Enterprise Law, relevant legal documents, and this Charter.

2. The Company has legal personality under Vietnamese law, possesses its own seal, and is entitled to open domestic and foreign currency accounts at the State Treasury, domestic and foreign banks, in accordance with relevant legal provisions.

3. The Company has its own capital and assets, and is liable for debts and other financial obligations with all of its assets.

Article 5. Objectives of Operation, Industry, and Business Activities

1. Objectives of Operation:

During the operation of lottery products, the following objectives must be ensured:

a) Modernizing lottery operations to meet the entertainment needs of citizens;

b) Safeguarding and developing the state-owned investment capital in the Vietnam National Lottery Single-Member Limited Liability Company.

2. Industry and Business Activities:

a) Operating various types of lottery products through computerized numbers nationwide;

b) Operating other types of prize-based entertainment games as prescribed by law.

Article 6. Registered Capital

1. The registered capital of the Company is 500 billion VND (five hundred billion VND), including:

a) Initial state capital: 300 billion VND (three hundred billion VND);

b) Additional capital during business operations: 200 billion VND (two hundred billion VND) from the Development Investment Fund established from post-tax profits and other lawful sources as stipulated by law.

2. Adjustments to the registered capital shall be made in accordance with the law. When there is a change in the registered capital, the Company must adjust the registered capital in the Enterprise Registration Certificate and publicly announce the information as required.

Article 7. State Owner and Representative of the State Owner for the Company

1. The State is the owner of the Company. The Ministry of Finance, pursuant to the assignment of the Government, fulfills the rights and obligations of the owner towards the Company.

2. The Chairman of the Company is appointed by the Minister of Finance, serving as the direct representative of the owner at the Company to exercise certain rights and obligations of the owner at the Company in accordance with the law and this Charter.

Article 8. Legal Representative

The legal representative of the Company is the General Director of the Company.

Article 9. State Management

The Company is subject to management by state administrative bodies with authority as prescribed by law.

Article 10. Communist Party of Vietnam Organizations and Other Political-Social Organizations within the Company

1. The Communist Party of Vietnam organization within the Company is established and operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and the Charter of the Communist Party of Vietnam.

2. Trade Union organizations and other political-social organizations within the Company are established and operate in accordance with the Constitution, laws, and charters of those organizations as provided for by law.

3. The Company creates favorable conditions regarding material infrastructure, time, and other necessary conditions for members of Party organizations, Trade Union organizations, and other political-social organizations to carry out full activities in accordance with the provisions of law, organizational charters, and internal regulations.

Chapter II
Rights of the Company

Article 11. Rights of the Company

1. Rights concerning organizational structure:

a) To organize a management and business structure appropriate to the objectives and tasks assigned by the State;

b) To establish Branches, Representative Offices, and specialized units of the Company in accordance with business activity requirements and legal provisions after obtaining approval from the Ministry of Finance;

c) Based on business plans and strategies, the Company determines labor usage plans, proactively recruits, hires, enters into employment contracts, arranges, uses, trains, rewards, disciplines, terminates employment contracts with employees; selects remuneration forms, decides wage levels based on business performance, and exercises other rights of employers as stipulated by labor laws and other relevant laws;

d) To send Company staff abroad for work, study, and surveys in accordance with legal provisions, except for the categories specified in Sections 1, 2, and 3 of Chapter IV of this Charter.

2. Rights of the Company concerning capital, assets, investment, and financial management:

a) To accept capital from shareholders, use the Company's capital and assets for business and lawful activities, including establishing, using, and managing funds of the Company in accordance with legal provisions and the specific nature of the Company's industry and business field;

b) To be permitted to raise capital in accordance with legal provisions to serve business activities;

c) To lease assets (including financial leasing) to serve business activities in line with the Company's needs and ensure effective business operations. Leasing and using leased assets must comply with legal provisions;

d) To manage, use, and dispose (lease, mortgage, pledge) other assets and resources allocated by the State for business purposes in accordance with the principle of efficiency, preservation, and development of capital as prescribed by law; sell off, liquidate fixed assets that are damaged, technologically obsolete, not needed, unusable, or inefficiently used to recover capital;

đ) To use assets, capital, and land use rights under the Company's management and use to invest outside the enterprise in accordance with the principle of complying with legal provisions effectively and in line with the Company's business field.

3. Rights concerning business and business organization:

a) To engage in business areas according to objectives, tasks, and in line with the industries and professions assigned by the State; expand business scale according to capacity and tasks at each period in accordance with the business strategy approved by the shareholder in compliance with legal provisions;

b) To have autonomy in business operations and choose business organization forms. The Company is permitted to select lottery business cooperation partners in accordance with legal provisions to organize efficient business operations without changing the form of ownership of the Company. Selected cooperation partners must obtain the shareholder's approval;

c) To conduct various types of lottery products in accordance with legal provisions throughout the country;

d) To organize lottery ticket distribution through terminal devices, telephones, and the Internet according to the business plan approved by the shareholder and develop a distribution network through selecting agents in accordance with legal provisions on lottery business;

đ) To establish, issue, and apply economic-technical standards, labor norms, wage rates, and other costs based on ensuring business effectiveness and compliance with legal provisions.

4. To participate and cooperate with international and domestic lottery association organizations in accordance with legal provisions.

5. To research and propose to competent state management agencies amendments and issuance of regulatory legal documents, mechanisms, and policies related to the operation of lottery businesses.

6. Other rights prescribed in the Enterprise Law, State Capital Investment Management and Business Law at Enterprises, and other regulatory legal documents.

Article 12. Obligations of the Company

1. Obligations regarding capital, investment assets, and financial management:

a) Accepting, managing, and utilizing capital, resources, land, assets, and other resources assigned by the State for business operations and to fulfill tasks assigned by the State in accordance with principles of efficiency, preservation, and development of State capital. Strictly manage and comply with regulations on the use of capital and assets, and bear legal responsibility for losses of the Company's capital and assets. Any changes in State capital invested in the Company must be reported to the owner and relevant authorities for monitoring and supervision. The Company must annually assess the level of preservation of State capital invested in the Company.

b) Ensuring the accuracy, honesty, and legality of all revenues, other income, and operating expenses of the Company.

c) Distributing profits, setting up reserves, fulfilling financial obligations to the State budget, and implementing other financial management systems as prescribed by law.

d) Monitoring receivables and payables according to each debtor; regularly classifying debts, urging debt recovery, developing payment plans, balancing cash flow to ensure debt repayment; paying off debts according to committed deadlines.

đ) Organizing management, control, and operation to effectively utilize capital and other resources assigned by the State and other resources in the Company's activities.

2. Obligations in business operations:

a) Conducting business within the permitted industries and professions as stipulated in the Decision on Establishment, the Company Charter, and the Enterprise Registration Certificate.

b) Operating lottery businesses as prescribed by law and Circular No. 136/2013/TT-BTC dated October 3, 2013, issued by the Ministry of Finance, guiding the operation of lottery businesses and any subsequent amendments, supplements, or replacements.

c) Ensuring the rights and interests of employees and their right to participate in Company management, and fulfilling obligations towards employees as prescribed by the Labor Code and other laws.

d) Fully complying with tax payment and other State budget contributions as prescribed by law; withholding personal income tax from individuals receiving prize money as prescribed by law.

đ) Implementing accounting, auditing, financial reporting, statistical reporting, and periodic reports as prescribed by law and at the request of the owner; bearing responsibility for the authenticity of these reports.

e) Announcing and publicly disclosing annual financial reports and other information about the Company's operations as prescribed by law and at the request of the owner.

g) Implementing risk management and insurance for the Company's assets, liabilities, and personnel during business operations as prescribed by law.

h) Being subject to oversight and inspection by the owner, the owner's representative, and relevant State management agencies concerning the implementation of wage scales, unit prices for wages, wage payment systems for employees, company managers, and other managerial staff.

3. Being subject to oversight by the owner and the owner's representative; adhering to inspection and examination regulations of financial authorities and other competent State agencies as prescribed by law.

4. Fulfilling other business obligations as prescribed by law and assigned by the State.

Chapter III
RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS

OF THE STATE OWNER TOWARDS THE COMPANY

Article 13. Organization to implement the rights of the State owner towards the Company

1. Decide on the restructuring, ownership conversion, dissolution, and bankruptcy request of the Company in accordance with the overall plan for the reorganization, modernization, and restructuring of state-owned enterprises under the Ministry of Finance approved by the Prime Minister.

2. Approve the establishment, restructuring, and dissolution of Branches, Representative Offices, and dependent accounting units of the Company.

3. Issue the Charter, amend and supplement the Charter of the Company.

4. Decide on the adjustment of the registered capital during the operation of the Company.

5. Decide on the appointment, reappointment, removal, approval of resignation requests, rewards, and disciplinary actions for the Chairman, General Director, and Auditor of the Company. Approve the policy for the Chairman to appoint, reappoint, remove, approve resignation requests, sign contracts, terminate contracts, reward, and discipline Deputy General Directors and Chief Accountants.

6. Decide on the annual salary and remuneration fund for the management personnel of the Company in accordance with the law. Approve bonuses for management personnel based on the effectiveness of production and business operations, enterprise classification, and the completion level of tasks assigned to management personnel.

7. Approve the strategy, investment development plans, five-year business plans, and long-term plans exceeding five years.

8. Decide on the investment, capital contribution, holding, increase, and decrease of the Company's capital in other enterprises; decide on the policy for accepting subsidiaries and associated companies.

9. Approve the policy for borrowing, lending, purchasing, and selling assets valued at more than 50% of the company's equity recorded in the quarterly or annual financial report at the time closest to the decision-making date of the project or exceeding the capital limit of Group B projects according to the Law on Public Investment; approve the policy for foreign debt borrowing of the Company.

10. Issue the Financial Regulations of the Company; provide comments for the Chairman to approve the annual financial report, profit distribution plan, and annual fund establishment plan of the Company after receiving the audit opinion from the Auditor.

11. Implement supervision, inspection, and auditing of the compliance with laws; management, use, preservation, and development of capital; implementation of strategies and plans; implementation of recruitment, salary, and bonus systems of the Company. Evaluate the achievement of objectives, tasks, industries, and business activities assigned to the Company and its operational results and business efficiency. Assess the completion level of tasks during the management and operation process of the Company's management personnel according to the law.

12. Perform other rights and responsibilities as stipulated in this Charter and relevant laws.

Article 14. Organization to implement the obligations of the State owner towards the Company

1. Invest sufficient registered capital:

The owner has the obligation to invest sufficient registered capital according to the schedule decided by the competent authority after determining the amount of registered capital.

2. Adhere to the Company's Charter:

Organizations and individuals performing the rights and responsibilities of the State owner at the Company have the obligation to adhere to this Charter and must bear legal responsibility for decisions made beyond their authority.

3. Regarding debts and other property liabilities:

a) The State owner bears the obligation for debts and other properties within the scope of the Company's registered capital. The Chairman and General Director of the Company must manage and operate the Company to ensure the ability to pay off debts and other property liabilities.

b) The owner must supervise, inspect, and evaluate the Company's debts and other property liabilities. In case difficulties arise in paying off debts and other property liabilities, the owner requires and directs the Company to develop a remediation plan and report to the competent authority for consideration and decision.

c) When the Company enters a state of bankruptcy, the owner directs the Chairman and General Director of the Company to carry out the bankruptcy request procedures in accordance with the law on bankruptcy.

4. Approve investment policies, asset purchases and sales, and loan contracts:

a) Organizations and individuals performing the rights and responsibilities of the owner have the obligation to properly exercise their authority and comply with the law when approving investment policies, asset purchases and sales, and loan contracts of the Company; monitor the implementation of their decisions and approvals.

b) The Chairman and General Director of the Company must implement investment projects, asset purchases and sales, and loan contracts of the Company in accordance with the approved policy and the law.

5. The owner has the obligation to ensure the Company's lawful business rights; ensure that the Chairman and General Director actively manage and operate the Company effectively in accordance with the law and the Company's Charter.

Chapter IV
ORGANIZATION AND MANAGEMENT OF THE COMPANY

Article 15. Organizational Model and Management of the Company

1. The company is organized under the model of the Chairman of the Company.

2. The organizational structure for management, supervision, and operation of the Company includes: Chairman of the Company; Supervisor; General Director, Deputy General Directors, Chief Accountant, administrative machinery, and Branches.

3. The organizational structure for management and operation of the Company may be changed to suit business requirements during its operation. The Company must report to the owner to amend and supplement the Charter when changing the organizational structure for management and operation as stipulated in Clause 1 and Clause 2 of this Article.

Section 1. CHAIRMAN OF THE COMPANY

Article 16. Functions of the Chairman of the Company

1. The Chairman of the Company is the direct representative of the owner at the Company; acting on behalf of the Company to exercise rights and fulfill obligations according to the powers and tasks assigned in this Charter and relevant laws.

2. The Chairman of the Company is responsible before the Minister of Finance and the law for all activities of the Company.

Article 17. Powers and Responsibilities of the Chairman of the Company

1. Propose to the owner for review and submission to the competent authority to decide on restructuring, ownership transfer, dissolution, and bankruptcy of the Company. Receive, manage, and effectively utilize capital, assets, and other resources allocated by the State to the Company.

2. The Chairman of the Company uses the management and operational machinery, assisting units, and seals of the Company to perform his duties and powers.

3. The Chairman of the Company decides on the following matters:

a) Organize the solicitation of opinions from domestic and foreign consulting experts before deciding on important issues within the Chairman's authority. The costs for soliciting expert opinions are regulated in the financial regulations of the Company;

b) Decide on the capital-raising plans for each project with a value not exceeding 50% of the equity capital recorded in the quarterly or annual financial statements of the Company at the time closest to the capital-raising date but not exceeding the capital limit of Project Group B under the Public Investment Law;

c) Decide on individual investment projects, construction, purchase, and sale of fixed assets with a value not exceeding 50% of the equity capital recorded in the quarterly or annual financial statements of the Company at the time closest to the decision-making date for the project, lease contracts but not exceeding the capital limit of Project Group B as prescribed by the Public Investment Law and other relevant laws;

d) Loan and asset leasing contracts with a value below 50% of the equity capital recorded in the quarterly or annual financial statements of the Company at the time closest to the leasing decision date, but the remaining value of the leased asset does not exceed the capital limit of Project Group B as prescribed by the Public Investment Law. The use of assets for leasing must comply strictly with legal provisions;

đ) Decide on liquidation and sale plans for assets with a remaining value below 50% of the equity capital recorded in the balance sheet in the quarterly or annual financial statements of state-owned enterprises at the time closest to the liquidation or sale decision date but not exceeding the capital limit of Project Group B as prescribed by the Public Investment Law.

The methods, procedures, and formalities for liquidation and sale of fixed assets shall be carried out in accordance with the law;

e) Decide on the annual business plan and financial plan of the Company after obtaining written approval from the owner and sending the decision to the owner for consolidation and monitoring. The annual production and business plan, financial plan of the Company must be based on the Company's strategic plan, industry development trends, legal changes, results of the previous year's operations, strategic tasks or tasks assigned for the planning year, internal and external conditions of the Company. The annual plan must include specific financial targets;

g) Develop long-term business plans and financial plans consistent with the strategic orientation and business development planning decided by the owner;

h) Decide on the organizational plan for business and staffing of the management machinery of the Company in accordance with the law and this Charter after receiving approval from the owner on the policy;

i) Salaries, remuneration, bonuses, and other benefits for positions appointed by the Chairman;

k) Propose to the owner to decide on the appointment, reappointment, dismissal, acceptance of resignation letters, signing of contracts, termination of contracts, rewards, and disciplinary actions against the General Director. Evaluate the performance of the General Director in accordance with the law;

l) Approve personnel plans for the General Director to decide on appointments, reappointments, dismissals, acceptance of resignation letters, signing of contracts, termination of contracts, rewards, and disciplinary actions against Branch Directors/Deputy Branch Directors, Department Heads/Deputy Department Heads, and equivalent positions within the Company;

m) Decide on market development strategies, product and service offerings, marketing, and technology of the Company;

n) Approve the annual financial reports; plans for setting up various funds after fulfilling tax and other financial obligations of the Company; plans for handling losses incurred during business operations (if any); implement public disclosure of financial reports in accordance with the law;

o) Require the General Director to report and take measures to address situations where the Company's activities show signs of violating the law or contravening the Charter;

p) The Chairman of the Company has the right to delegate to the General Director the decision-making powers over the matters specified in points b, c, and n of this clause in the Financial Regulations and internal regulations of the Company;

q) Implement decisions of the Company's owner;

r) Report to the owner on the results and business situation of the Company;

s) Submit to the owner for issuance of the Company's Financial Regulations.

4. The Chairman of the Company decides after submitting to the owner for approval the following matters:

a) The five-year investment and development strategy of the enterprise;

b) Appoint, reappoint, relieve from office, approve resignation requests, sign contracts, terminate contracts, reward, and discipline Deputy General Directors and Chief Accountants;

c) Capital raising plans, investment plans, construction plans, purchase plans, liquidation plans, sale plans for fixed assets, investment projects outside the company, overseas investment projects of the Company in accordance with current laws and provisions of this Charter;

d) Capital contributions, increases or decreases in capital contributions, transfer of investment capital of the enterprise in other enterprises; the acceptance of joint-stock companies, limited liability companies with one member, limited liability companies with two members or more as subsidiaries or associated companies of the Company, after proposal and approval of the Company's owner;

đ) Approve Financial Statements; distribute profits, set up annual funds of the Company after receiving the audit opinion of the Inspector and the opinion of the owner;

e) Decide or approve the establishment of new branches, representative offices, dependent accounting units of the Company after obtaining approval of the owner's policy;

g) Decide on the establishment, restructuring, dissolution of wholly-owned subsidiaries invested by the Company after proposal and approval of the owner's policy.

5. Organize management and monitoring of receivables by debtor category, regularly classify debts, urge debt recovery. Manage and monitor payables, regularly review, assess, and analyze the company's ability to repay debts. In cases where debt management leads to loss of owner's equity or selling debts results in the company suffering losses, losing capital, losing repayment capability, dissolution, bankruptcy, overdue payable debts, and debts without repayment capability, the Chairman of the Company and related persons must compensate for damages and be dealt with according to the law and this Charter.

6. The Chairman of the Company manages and operates the Company in compliance with the law and decisions of the owner, is responsible before the law and the owner for managing, using, preserving, and developing capital; promptly report to the owner when the business suffers losses, fails to ensure repayment capability, fails to complete assigned tasks, and other violations.

7. The Chairman of the Company implements other rights and responsibilities as stipulated by the Enterprise Law, this Charter, and other relevant laws.

8. The Chairman of the Company works at the Company daily. If absent from Vietnam for over thirty days, they must delegate authority in writing to another person to perform the Chairman's duties and obtain the owner's approval; other delegation matters follow the internal management regulations of the Company.

Article 18. Appointment, Removal, and Replacement of the Chairman of the Company

1. The Chairman of the Company is appointed by the owner in accordance with the law and cannot concurrently hold the position of General Director of their own company or other companies. The term of office of the Chairman of the Company shall not exceed five years. The Chairman of the Company may be reappointed but not more than two terms.

2. Criteria and Conditions for Appointment of the Chairman of the Company:

a) A Vietnamese citizen residing permanently in Vietnam, having full civil capacity;

b) Within the age limit prescribed by current laws;

c) Having a bachelor's degree or higher; possessing business capabilities and managerial skills, and at least three years of experience in managing and operating businesses within the industry of the Company;

d) Being healthy, having good moral character, being honest, incorruptible, understanding, and conscientious about complying with the law;

đ) Not belonging to the group prohibited from holding management positions according to the Enterprise Law;

e) Not being the spouse, father, adopted father, mother, adopted mother, child, adopted child, brother, sister, brother-in-law, sister-in-law, or sister-in-law of the head or deputy head of the owner's representative agency; the Chairman of the Company; the Director, Deputy Director, General Director, Deputy General Director, or Chief Accountant of the company; the Inspector of the company;

g) Not concurrently serving as a state official, political organization staff, political-social organization staff, or manager or operator in a member enterprise;

h) Never having been dismissed from the position of Chairman of the Board of Members, member of the Board of Members, or Chairman of the Company, Director, Deputy Director, General Director, or Deputy General Director of a state-owned enterprise.

3. The Chairman of the Company will be relieved of duty in the following circumstances:

a) Violating the law to the extent of prosecution or other circumstances requiring removal or replacement as stipulated in this Charter;

b) Lacking the necessary capacity and qualifications to undertake the assigned work, losing or being restricted in civil capacity;

c) Being dishonest in performing duties and powers, or abusing position and power for personal gain or others' benefit; reporting financial and business conditions of the Company inaccurately;

d) Due to work requirements, organizational changes, or in situations where health or reputation and conditions are insufficient to maintain the position of Chairman of the Company;

đ) For two consecutive years during the term of office, being evaluated and classified as failing to complete tasks without providing a valid explanation or explanations not accepted by the owner's representative agency;

e) Failing to meet the criteria and conditions stipulated in Clause 2 of this Article.

4. The Chairman of the Company will be replaced in the following circumstances:

a) Submitting a resignation request and obtaining written approval from the owner;

b) Receiving a decision to transfer or arrange different work or retire;

c) Being relieved of duty according to the provisions of Clause 3 of this Article.

5. Within sixty days from the date of the decision to relieve or replace, the owner shall consider and decide on selecting and appointing another person to replace.

Mục 2. THE CHIEF EXECUTIVE OFFICER AND THE MANAGEMENT MACHINE OF THE COMPANY

Article 19. Functions of the Chief Executive Officer

The Chief Executive Officer directly manages the daily operations of the Company in accordance with the objectives and plans consistent with the Company's Articles of Association and resolutions and decisions of the Chairman of the Company; is responsible to the Chairman of the Company and the Minister of Finance for the implementation of the rights and duties assigned according to the Law on Enterprises, relevant laws, and this Articles of Association.

Article 20. Appointment, Removal, Replacement, Reward, and Disciplinary Action for the Chief Executive Officer

1. The Chief Executive Officer is appointed, reappointed, removed, rewarded, and disciplined upon the proposal of the Chairman of the Company by the owner.

2. The Chief Executive Officer is appointed for a term not exceeding five (05) years and may be reappointed or replaced.

3. The owner decides to remove or replace the Chief Executive Officer in the following cases:

a) Violating the law to the extent of prosecution or other circumstances requiring removal or replacement as stipulated in this Charter;

b) Lacking the ability and qualifications to undertake assigned tasks, losing civil capacity or being restricted in civil capacity;

c) Making decisions beyond authority leading to serious consequences for the Company;

d) Being dishonest in exercising powers or abusing positions and powers for personal gain or for others; reporting financial status of the Company inaccurately;

đ) For two consecutive years during the term of office, being evaluated and classified as failing to complete tasks without providing a valid explanation or explanations not accepted by the owner's representative agency;

e) The Chief Executive Officer resigns;

g) Failing to ensure health to undertake the job;

h) When there is a decision to transfer or arrange other work;

i) Other cases as stipulated in the appointment decision of the Chief Executive Officer, the law on limited liability companies wholly owned by the State, and relevant laws.

4. The procedures and formalities for appointing, removing, replacing, rewarding, and disciplining the Chief Executive Officer are based on the provisions of relevant laws.

Article 21. Standards and Conditions for the Chief Executive Officer

1. Having full civil capacity and not being among those prohibited from managing enterprises under the Law on Enterprises.

2. Within the age limit for appointment as prescribed by current laws.

3. Holding a bachelor's degree or higher; having business management capabilities and at least three (03) years of experience in managing and operating businesses in the industry of the Company.

4. Not being the spouse, father, adopted father, mother, adopted mother, son, adopted son, brother, sister, or younger brother of the Chairman of the Company, the Supervisor, Deputy Chief Executive Officer, or the Chief Accountant, or the head or deputy head of the agency representing the owner.

5. Not concurrently serving as a civil servant or employee in state agencies or political organizations.

6. Not having been dismissed as the Chairman of the Board of Members, member of the Board of Members, Chairman of the Company, Director, or Chief Executive Officer, Deputy Chief Executive Officer, or Deputy Director at the Company or another state-owned enterprise.

7. Not concurrently serving as Chief Executive Officer or Director of another enterprise.

8. Having good health, moral character, honesty, integrity; understanding and complying with the law.

9. Other standards and conditions prescribed by law.

Article 22. Powers of the Chief Executive Officer

2. Deciding issues related to the daily business operations of the Company; deciding investment plans, capital raising, investment projects, capital contributions, plans for purchasing, selling, leasing, and liquidating assets of the Company within the scope of authority delegated by the Chairman of the Company.

3. Proposing and building strategies, long-term, medium-term plans, and annual plans, and investment plans of the Company for the Chairman of the Company to decide within his authority or to submit to the owner for approval; organizing the implementation of these plans after they have been approved by the competent authorities.

4. Building and adjusting the functions and tasks of branches and specialized units; drafting and recommending amendments and supplements to internal management regulations and other rules related to the operation of the Company after the Chairman of the Company has decided or submitted them to the competent authorities for approval.

5. Implementing the business plan and investment plan already approved by the Company; being responsible to the Chairman of the Company and the competent authorities for the results of implementation.

6. Proposing the Chairman of the Company to decide on the planning, appointment, reappointment, acceptance of resignation, removal, transfer, promotion, reward, disciplinary action, termination, and retirement of Deputy Chief Executive Officers and Chief Accountants of the Company.

7. Evaluating Deputy Chief Executive Officers and Chief Accountants in accordance with the law;

8. Building human resource plans, salary systems, bonuses, standards, and systems for cadres, training plans of the Company for the Chairman of the Company to approve and organize their implementation.

9. Deciding on the planning, appointment, reappointment, acceptance of resignation, removal, transfer, promotion, reward, disciplinary action, termination, and retirement of Branch Directors/Deputy Directors, Heads/Deputy Heads of Departments, and equivalent positions within the Company after obtaining the Chairman of the Company's approval, except for positions within the authority of the Chairman of the Company and the owner of the Company as stipulated by the law on cadre appointment procedures.

10. Organizing the development, issuance, and implementation of regulations guiding the implementation of laws and internal regulations of the Company to serve the management work of the Chief Executive Officer.

11. Signing contracts on behalf of the Company.

12. Recommending organizational structure plans for the Company.

13. Preparing and submitting quarterly and annual reports on the implementation of business objectives and plans and annual financial statements to the Chairman of the Company; proposing profit utilization or loss handling plans during business operations; submitting annual settlement reports; publicly disclosing financial statements in accordance with the law.

14. Deciding on salary, remuneration, and bonus systems for employees and managers, excluding positions decided by the owner of the Company and the Chairman of the Company; implementing salary, remuneration, and bonuses for employees and managers based on the legal mechanism for salaries applicable to limited liability companies wholly owned by the State.

14. Decision on the wage, remuneration, and bonus system for employees and managers, excluding positions determined by the owner of the Company and the Chairman of the Company; implement the payment of wages, remuneration, and bonuses to employees and managers based on the legal provisions regarding the salary mechanism for a limited liability company with one member.

15. Perform other rights and duties as prescribed by law and decisions of the Company Chairman.

Article 23. Duties of the General Director

1. Comply with laws, the Charter, resolutions, and decisions of the Company Chairman in exercising assigned rights and performing assigned duties.

2. Exercise assigned rights and perform assigned duties honestly, carefully, and to the best of his ability to ensure the maximum legitimate interests of the Company.

3. Be loyal to the interests of the Company. Do not use information, trade secrets, business opportunities of the Company, abuse position, office, and assets of the Company for personal gain or to serve the interests of other organizations or individuals.

4. Timely, fully, and accurately inform the Company about businesses in which the General Director and related persons are shareholders or have equity stakes. Such notification shall be posted at the main office and branches of the Company.

5. Be subject to inspection and supervision by the Company Chairman, the Inspector, and competent state management agencies regarding compliance with laws and this Charter.

6. Be responsible before the Company Chairman and the Minister of Finance for managing and using the Company's capital, assets, and other resources effectively within the scope of delegated authority. Bear individual responsibility when acting on behalf of the Company in committing acts that violate the law; conducting business or transactions not aimed at serving the Company's interests and causing damage to others.

7. Fulfill other obligations as stipulated by the Enterprise Law and laws concerning single-member limited liability companies owned by the State.

Article 24. Relations between the General Director and the Company Chairman, Owner in Managing and Operating the Company

1. When implementing the Company Chairman's decisions, if the General Director identifies issues that are not beneficial to the Company, he must report to the Company Chairman for review and adjustment. If the Company Chairman does not adjust the decision, the General Director may report to the owner, but must still implement the Chairman's decision while awaiting the owner's opinion.

2. Any decision made by the General Director contrary to the Company Chairman's decision or exceeding the delegated authority will not be enforceable; concurrently, the General Director must bear legal responsibility for failing to implement the Chairman's decision and for making decisions beyond delegated authority.

3. Based on the production and business plan decided by the Company Chairman, the General Director prepares and submits a written report monthly, quarterly, and annually on the Company's business operations and plans for the upcoming period to the Company Chairman; has the responsibility to submit ad hoc reports on management, organizational management, and operation issues according to the Chairman's requirements.

4. The Company Chairman must submit a written report on his decisions to the owner and financial authorities as prescribed by current laws.

5. After receiving the evaluation report on the Company's business situation for the year and the financial plan for the next year, the owner reviews the financial plan prepared by the Company and provides formal written comments to complete the financial plan.

6. The General Director must invite the Company Chairman or a person authorized by the Chairman to attend briefing meetings, meetings preparing reports and proposals to be submitted to the Chairman or to the owner by the General Director to coordinate in preparing relevant content. The Chairman or the authorized person attending has the right to express opinions but cannot conclude the meeting.

7. In meetings chaired by the Company Chairman to consider decisions within the Chairman's authority, the General Director attending has the right to contribute opinions but does not have the right to conclude the meeting.

Article 25. Contracts and transactions with related parties

1. Chairman of the Company, General Director of the Company:

a) Shall not allow their spouse, father, adoptive father, mother, adoptive mother, child, adoptive child, brother, sister, or full-blooded sibling to hold the position of Chief Accountant or cashier of the Company;

b) Shall report to the Company's owner on economic and civil contracts signed by the Company with the spouse, father, adoptive father, mother, adoptive mother, child, adoptive child, brother, sister, or full-blooded sibling of the Chairman of the Company, General Director. In cases where such contracts are found to be for personal gain and have not yet been signed, the owner has the right to request that the Chairman of the Company, General Director not sign these contracts. If the contracts have already been signed, they shall be deemed void, and the Chairman of the Company, General Director must compensate the Company for losses and be subject to legal sanctions.

2. Other cases shall be implemented in accordance with the provisions of the law, the Company's Charter, and the decision of the Company's owner (if any).

Article 26. Deputy General Directors, Chief Accountants, and Supporting Staff

1. Deputy General Directors:

a) The Chairman of the Company decides on the appointment, reappointment, dismissal, approval of resignation requests, signing of contracts, termination of contracts, rewards, and disciplinary actions for Deputy General Directors based on the proposal of the General Director;

b) Deputy General Directors assist the General Director in managing and operating the Company according to their assigned tasks and delegated authority; they are responsible to the General Director and the law for the tasks assigned and delegated to them;

c) The number of Deputy General Directors shall not exceed five. The Chairman of the Company decides on the structure and number of Deputy General Directors based on the scale and characteristics of the Company's business during its operation, after consulting with the Owner.

2. Chief Accountant:

a) The Chief Accountant is appointed, reappointed, dismissed, contracted, and contract terminated, rewarded, and disciplined by the Chairman of the Company based on the proposal of the General Director; they are responsible for organizing and implementing accounting and statistical work at the Company according to the assigned tasks and delegated authority from the General Director and in compliance with the Accounting Law and related laws; assists the General Director in financial oversight at the Company according to the Financial and Accounting Laws; they are responsible to the General Director, the Chairman of the Company, and the law for the execution of assigned duties and powers; performs other functions and tasks as stipulated by the Accounting Law and current relevant laws;

b) The Chief Accountant must meet the requirements regarding standards and conditions specified in the Accounting Law and current relevant laws.

3. The term of appointment or contract for Deputy General Directors and Chief Accountants is decided by the Chairman of the Company but shall not exceed five years. Deputy General Directors and Chief Accountants may be reappointed or have their contracts renewed. The procedures and formalities for appointment, reappointment, dismissal, replacement, reward, and disciplinary action for Deputy General Directors and Chief Accountants shall be carried out in accordance with current legal regulations.

4. Supporting Staff:

a) Supporting staff includes offices and specialized departments with advisory, inspection, and assistance functions to the Chairman of the Company and the General Director in managing and operating the Company, performing the functions, duties, and powers of the owner towards other enterprises;

b) The organizational structure and functions, duties, and powers of supporting staff are determined by the General Director after obtaining approval from the Chairman of the Company. During the course of operations, the General Director may propose to the Chairman of the Company for consideration and approval of adjustments to the functions and duties of supporting staff and staffing levels to meet the operational needs of the Company;

c) The General Director decides on the appointment and dismissal of leadership positions within the supporting staff under their authority after obtaining approval from the Chairman of the Company.

Article 27. Branches of the Company

1. Branches of the Company are dependent accounting units established by the Chairman of the Company based on the business operation situation of the Company upon approval of the owner's policy.

2. Each branch has a Director, Deputy Directors, and specialized departments. The General Director appoints the Directors and Deputy Directors of the branches after obtaining the Chairman of the Company’s consent.

3. The Company's branches are organized and operate according to the classification of the Company stipulated in the Articles of Association and internal regulations issued by the Company in accordance with relevant laws.

During the course of operations, the Chairman of the Company has the right to decide or approve the establishment of new branches, representative offices, and other dependent accounting units of the Company after obtaining the owner's approval of the policy.

Section 3. AUDITOR

Article 28. Auditor

1. The Auditor is appointed and reappointed by the owner to assist the owner in supervising the implementation of the owner's rights, the management and operation of the business at the Company by the Chairman and the General Director of the Company.

2. The standards, conditions, operational systems, duties, responsibilities, powers, obligations of the Auditor, and the relationship between the Auditor and related individuals and organizations of the Company are regulated in the Operating Regulations of the Auditor of the Vietnam National Lottery Joint Stock Company Limited, as stipulated in this Articles of Association and relevant laws.

Section 4. EMPLOYEES PARTICIPATING IN COMPANY MANAGEMENT

Article 29. Forms of Participation in Management by Employees

Employees participate in managing the Company through the following forms and organizations:

1. The General Meeting or the Meeting of Employee Representatives of the Company.

2. The Trade Union Organization of the Company.

3. The People's Inspection Board.

4. Implementing the right to lodge complaints and file grievances in accordance with the law.

Article 30. Content of Participation in Management of the Company by Employees

1. Employees have the right to discuss, contribute opinions, and propose to competent authorities the following issues:

a) Building and implementing internal rules, regulations, and internal provisions of the Company directly related to the rights and obligations of employees;

b) The content of draft collective labor agreements or amendments and supplements to such agreements before signing;

c) Measures to improve labor productivity, product quality, reduce costs, save raw materials, ensure labor safety, hygiene, environmental protection, and improve working conditions, labor deployment;

d) Plans for restructuring and transforming the Company;

đ) Participate in voting on the trustworthiness of managerial positions when required by law;

e) Other issues as prescribed by relevant laws.

2. The collective of employees in the Company have the right to supervise:

a) The implementation of resolutions of the employee meeting;

b) The implementation of internal rules, regulations, and provisions of the Company; the implementation of collective labor agreements; the implementation of labor contracts; the implementation of policies and benefits for employees;

c) The collection and use of funds contributed by employees;

d) Results of resolving complaints, grievances, and labor disputes; results of annual commendations and awards;

đ) Evaluating the performance and program of the People's Inspectorate Board; electing the People's Inspectorate Board.

3. Annually, the Company is responsible for organizing the employee meeting, in coordination with the Trade Union Executive Committee, to discuss solutions to implement production and business targets approved by the Chairman of the Company; evaluate the implementation of collective labor agreements, internal rules, and regulations of the Company, and other issues related to the legitimate rights and interests of employees.

4. Relations between the Company and employees are carried out in accordance with labor laws. The General Director prepares plans for the Chairman of the Company to approve matters related to recruitment, labor, wages, social insurance, welfare, rewards, and discipline for Company managers and employees, as well as relations between the Company and trade union organizations of employees.

Chapter V
FINANCIAL MANAGEMENT

Article 31. Registered Capital

1. The registered capital prescribed in Article 6 of this Charter may be adjusted during the course of operation. The owner of the Company decides to adjust the registered capital for the Company based on the objectives, tasks, development and expansion strategies, production and business activities, and the specific characteristics of the Company's operations. In the case of an increase adjustment, the additional level of registered capital shall be determined at a minimum for three years from the date of issuance of the Decision approving the level of registered capital.

2. The Company is responsible for preparing a dossier requesting an adjustment in the level of registered capital and submitting it to the owner for review. The procedures, methods for determining registered capital; rights, responsibilities, and sources for supplementing registered capital shall be carried out in accordance with current laws.

Article 32. Financial Management of the Company

The financial management of the Company shall be implemented in accordance with the Financial Management Regulations of the Company issued by the Ministry of Finance, consistent with relevant legal provisions, including the following main contents:

1. Management and utilization of the Company's capital and assets, including investment activities outside the Company; the rights and responsibilities of the Company when investing capital in other enterprises; management mechanisms, rights, responsibilities, remuneration, salaries, bonuses, benefits, and standards for company representatives at other enterprises.

2. Management of revenue, expenses, and business results, including provisions on income distribution and the use of funds.

3. Financial plans, accounting systems, statistics, and auditing, and other related contents.

Chapter VI
REORGANIZATION, TRANSFORMATION, DISSOLUTION, AND BANKRUPTCY OF THE COMPANY

Article 33. Reorganization of the Company

1. The reorganization of the Company is decided by the Minister of Finance.

2. In cases where reorganization leads to changes in legal form, business sectors, or registered capital, the Company must complete registration or supplementary registration procedures with the business registration authority.

3. Forms, conditions, dossiers, procedures, and processes for reorganizing the Company shall be carried out in accordance with the Law on Enterprises and other relevant legal provisions.

Article 34. Suspension of Business Operations

1. The owner of the Company decides on the suspension of business operations of the Company upon the proposal of the Chairman of the Company. The decision to suspend business operations by the owner of the Company must be documented in writing.

2. The Company implements the suspension of business operations according to the decision of the owner of the Company in compliance with legal provisions on enterprise establishment, tax laws, and other related laws.

Article 35. Dissolution of the Company

1. The Company is dissolved by the decision of the owner.

2. The procedures and processes for dissolving the Company shall be carried out in accordance with legal provisions.

3. The Company will cease to exist in one of the following circumstances:

a) The Company is dissolved as provided for in Clause 1 of this Article;

b) The Company no longer meets the conditions for existence as stipulated by the law on State-owned Enterprises and must be dissolved according to the overall restructuring and modernization plan for State-owned Enterprises approved by the Prime Minister.

c) Other cases as prescribed by law.

Article 36. Bankruptcy of the Company

The bankruptcy of the Company shall be carried out in accordance with the Bankruptcy Law.

Chapter VII
REPORTING SYSTEM AND PUBLIC INFORMATION DISCLOSURE

Article 37. Reporting and Information Responsibilities

1. The General Director shall submit to the Chairman of the Company the following documents on a quarterly basis:

a) Report on the business situation of the Company;

b) Financial report;

c) Evaluation report on management and operation activities of the Company and other reports as prescribed.

2. The Chairman of the Company has the right to request the General Director and the Company's management staff to provide all relevant files and documents related to the organization of performing the functions and tasks of the Chairman of the Company.

3. The General Director is responsible for organizing the retention and confidentiality of the Company's files and documents. The retention and confidentiality of the Company's files and documents shall be carried out in accordance with internal regulations issued by the Company in compliance with relevant laws.

Article 38. Reporting and Information to Shareholders

The Chairman of the Company shall prepare and submit to the shareholders of the Company the following documents:

1. Report on plans and issues arising that may affect the implementation results of the annual investment development plan, production and business plan, financial plan of the Company.

2. Based on the production and business plan decided by the Chairman of the Company, the Company shall conduct periodic quarterly and annual evaluations of its production and business situation, and prepare the financial plan for the next year in accordance with the laws on state capital investment in enterprises and the management and use of capital and assets in enterprises.

3. At the end of each accounting period (quarter, year), the Company must organize accounting and statistical work in accordance with current laws; record initial vouchers, update accounting books, ensuring timely, accurate, truthful, and objective reflection of economic and financial activities. The Company's financial report must be audited before submission to the shareholders and before public disclosure according to current laws. The Chairman of the Company is responsible for the accuracy and truthfulness of the financial and statistical reports and the implementation of financial disclosure.

4. Report on the performance of functions and tasks, implementation of the Chairman's decisions; results of tasks delegated or recorded in the appointment decision (if any).

5. Investment projects and progress in implementing investment projects.

6. Internal monitoring results.

7. In addition to regular financial and statistical reports prepared and submitted as required, the Company must prepare and submit ad hoc reports when requested by shareholders and state management agencies; in cases where the Company has domestic loans and foreign loans guaranteed by the Government, the Company must prepare and submit reports in accordance with current laws on managing guaranteed loans.

8. Other documents as prescribed by this Charter and laws on information and reporting systems of limited liability companies wholly owned by the State.

Article 39. Public Disclosure of Information

1. Information disclosure must be complete, accurate, and timely in accordance with the law. Information disclosure is carried out by the legal representative of the enterprise or the person authorized to disclose information. The Company, directly through its legal representative or authorized person, is responsible for the completeness, timeliness, truthfulness, and accuracy of disclosed information. The department responsible for retaining the Company's files and documents can only provide information externally based on the decision of the Company's legal representative or a person authorized by the Company's legal representative.

2. The Company must carry out regular and/or extraordinary information disclosure in accordance with laws on enterprises, state-owned enterprises, and special provisions for lottery enterprises.

3. For strategic and business plans, investment plans containing important contents related to national security secrets and business secrets, the Company shall report to the state shareholder to decide on disclosure to avoid misuse of secrecy provisions that limit transparency and openness regarding the Company's business and investment plans.

4. The Ministry of Finance and the Chairman of the Company have the responsibility to approve the content of information disclosure within their authority; ensuring the transparency, openness, and timeliness of disclosed information.

5. The Company must report to the Ministry of Finance and publicly disclose extraordinary information when any event specified in Clause 1, Article 109 of the Enterprise Law occurs.

6. Formats, contents, timeframes, procedures, formalities, and responsibilities for public disclosure of information shall be implemented in accordance with relevant laws on information disclosure of state-owned enterprises.

7. In cases of inspection and audit by competent state management agencies, the legal representative of the Company is responsible for organizing the provision of information in accordance with laws on inspection and audit.

Chapter VIII
AMENDMENTS AND SUPPLEMENTS TO THE COMPANY CHARTER

AND OTHER ISSUES

Article 40. Amending and Supplementing the Articles of Association of the Company

The owner of the Company promulgates, amends, and supplements the Articles of Association of the Company. The Chairman of the Company has the right to propose to the owner of the Company to amend and supplement this Articles of Association.

Article 41. Management of the Company's Seal

1. The Chairman of the Company decides on the adoption of the official seal of the Company. The seal shall be engraved in accordance with the provisions of the law.

2. The Chairman of the Company and the General Director manage and use the seal in accordance with the provisions of the law.

Article 42. Principles for Resolving Internal Disputes

The resolution of internal disputes within the Company must first be carried out through negotiation and mediation. In cases where resolving internal disputes through negotiation and mediation does not achieve results, any party has the right to bring the dispute to competent authorities for resolution.

Chapter IX
IMPLEMENTING PROVISIONS

Article 43. Effective Date

This Articles of Association comes into effect from the date of signing, replacing the Articles of Association on Organization and Operation of the Vietnam National Lottery Joint Stock Company Limited issued together with Circular No. 142/2012/TT-BTC dated August 22, 2012 of the Ministry of Finance.

Article 44. Scope of Application

1. The Chairman, General Director of the Company, relevant units and individuals have the responsibility to comply with the provisions of this Articles of Association.

2. Internal regulations of the Company must comply with the principles and contents of this Articles of Association.

3. In cases where there are legal provisions related to the activities of the Company that are not provided for in this Articles of Association or in cases where new legal provisions differ from the provisions in this Articles of Association, such legal provisions shall be automatically applied to regulate the activities of the Company./.