Decision No. 1354/QD-BTC On the issuance of the charter on organization and operation of the Hanoi Stock Exchange

Pursuant to …;

Regarding the issuance of the charter on organization and operation of the Hanoi Stock Exchange

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THE MINISTER OF FINANCE

Pursuant to the Enterprise Law No. 60/2005/QH11 adopted by the National Assembly on November 29, 2005;
Pursuant to the Securities Law No. 70/2006/QH11 adopted by the National Assembly on June 29, 2006;
Pursuant to the Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;
Pursuant to Decision No. 01/2009/QD-TTg dated January 2, 2009 of the Prime Minister on the establishment of the Hanoi Stock Exchange;
Part I. 

DECISION:

Article 1. Issued together with this Decision is the Charter on Organization and Operation of the Hanoi Stock Exchange.

Article 2. This Decision takes effect from the date of signature.

Article 3. The Head of the Ministry's Office, the Chairman of the State Securities Commission, the Chairman of the Board of Directors, the General Director of the Hanoi Stock Exchange and relevant units shall be responsible for implementing this Decision./.

CHARTER

ORGANIZATION AND OPERATIONS OF THE HANOI STOCK EXCHANGE
(Issued together with Decision No. 1354/QD-BTC dated May 29, 2009 of the Minister of Finance)

Chapter 1.

GENERAL PROVISIONS

Article 1. The Hanoi Stock Exchange was established pursuant to Decision No. 01/2009/QD-TTg dated January 2, 2009 of the Prime Minister on the establishment of the Hanoi Stock Exchange.

The Hanoi Stock Exchange operates in accordance with the Securities Law No. 70/2006/QH11, the Enterprise Law No. 60/2005/QH11, related legal documents, and the provisions of this Charter.

Article 2. Name and Headquarters

Vietnamese name: Hanoi Stock Exchange

International trading name: Hanoi Stock Exchange

Abbreviation: HNX

Main office: No. 2 Phan Chu Trinh Street, Trang Tien Ward, Hoan Kiem District, Hanoi City, Vietnam.

Telephone: 04-39347620; Fax: 04-39347818

Website address: www.hnx.vn

Article 3. Legal form and legal personality

1. The Hanoi Stock Exchange is a state-owned entity organized in the form of a limited liability company with one member.

2. The Hanoi Stock Exchange has its own seal; it can open accounts in Vietnamese dong and foreign currencies at the State Treasury and domestic and foreign commercial banks; it is an independent accounting unit, financially autonomous, and implements financial regulations, statistical reporting systems, accounting, auditing, and financial obligations as prescribed by law.

Article 4. Objectives and functions of operations

1. The objectives of the Hanoi Stock Exchange's operations:

a) Ensuring that securities trading activities are conducted openly, fairly, transparently, and effectively;

b) Protecting the legitimate rights and interests of investors.

2. Functions of the Hanoi Stock Exchange:

a) Organizing and conducting securities listing and trading activities on the Hanoi Stock Exchange in accordance with the law;

b) Supervising compliance with legal regulations on securities and the securities market by trading members, listed organizations, and investors participating in securities trading;

c) Resolving or serving as a mediator to resolve disputes arising between participants in activities on the Hanoi Stock Exchange through negotiation and mediation;

d) Supporting market development through the provision of technical infrastructure services, information, training, publicity, and dissemination of knowledge.

Article 5. Operating capital of the Hanoi Stock Exchange

1. Registered capital: 1,000 (one thousand) billion Vietnamese dong, including:

a) Capital transferred from the Hanoi Securities Trading Center by the state budget;

b) Additional state budget capital during the course of operations.

2. Self-supplemented capital from post-tax profits and other lawful sources.

3. Other lawful borrowed and raised capital for investment in developing technical infrastructure aimed at developing the securities market.

4. The Hanoi Stock Exchange may not reduce its registered capital during its operations.

Article 6. Organizational structure, management, and operational machinery

The organizational structure, management, and operational machinery of the Hanoi Stock Exchange include the Board of Directors, the Audit Board, the General Director, and specialized departments.

Article 7. Owner and representative of the owner

The Ministry of Finance is the state owner's representative for the Hanoi Stock Exchange; the Ministry of Finance delegates certain rights and obligations of the state owner to the Board of Directors at the Hanoi Stock Exchange in accordance with this Charter.

Article 8. Legal representative

The Legal Representative of the Hanoi Stock Exchange is the General Director of the Hanoi Stock Exchange.

Article 9. Activities of organizations within the Hanoi Stock Exchange

Political and political-social organizations within the Hanoi Stock Exchange operate in accordance with their respective charters, consistent with the Constitution and laws.

Chapter 2.

RIGHTS AND OBLIGATIONS OF THE HANOI STOCK EXCHANGE

Article 10. Rights of the Hanoi Stock Exchange

1. To issue regulations on securities listing, securities trading, trading supervision, information disclosure, trading members, and other regulations after obtaining approval from the State Securities Commission;

2. To organize and manage securities trading activities at the Hanoi Stock Exchange;

3. To temporarily suspend, terminate, or cancel securities transactions according to the Hanoi Stock Exchange's securities trading regulations when necessary to protect investors;

4. To approve or cancel securities listings and supervise the maintenance of listing conditions for listed organizations and organizations applying for trading registration;

5. To approve or cancel trading member status; supervise the securities trading activities of trading members;

6. To supervise the information disclosure activities of listed organizations and trading members at the Hanoi Stock Exchange;

7. To provide market information and information related to listed securities;

8. To mediate disputes among trading members when they arise in connection with securities trading activities upon request;

9. To collect fees and other revenues as prescribed by law;

10. Invest and contribute capital with other economic organizations to provide technical infrastructure development services and information provision services within the functions and tasks of the Hanoi Stock Exchange for the purpose of developing the securities market;

11. Establish a fund to compensate losses for trading members;

12. Request advisory organizations, trading members, auditing organizations, and listed organizations to clarify issues reflected by investors;

13. Inherit all rights of the Hanoi Securities Trading Center;

14. Exercise other rights as prescribed by law.

Article 11. Obligations of the Hanoi Stock Exchange

1. Ensure that securities trading activities on the market are conducted openly, fairly, transparently, and effectively;

2. Implement financial systems, statistical reports, accounting, and auditing according to the provisions of the law;

3. Publish information in accordance with the Securities Law and guiding documents;

4. Provide information to the State Securities Commission, Ministry of Finance for market management work, cooperate with competent agencies in inspection, supervision, and prevention of violations of securities laws and the securities market;

5. Safeguard and develop state capital assigned; manage and use resources and assets efficiently, and be responsible before the Ministry of Finance and the law for losses of resources and assets of the Hanoi Stock Exchange;

6. Coordinate in organizing publicity and dissemination of knowledge about securities and the securities market to investors;

7. Compensate losses for trading members when the Hanoi Stock Exchange causes losses to trading members, except in cases of force majeure;

8. Handle and respond to disputes of investors, listed organizations, and trading members;

9. Be responsible for debts and other property obligations of the Hanoi Stock Exchange within the scope of its charter capital;

10. Inherit all obligations of the Hanoi Securities Trading Center;

11. Pay taxes, fees, and charges as prescribed by law;

12. Fulfill other obligations as prescribed by law.

Article 12. Dispute Resolution

1. Disputes arising between trading members related to securities transactions may be resolved through negotiation, mediation, or arbitration or court proceedings as prescribed by law; the Hanoi Stock Exchange may establish a Mediation Board to mediate disputes arising between trading members;

2. Disputes arising between trading members and the Hanoi Stock Exchange shall be examined and resolved in accordance with the law.

Chapter 3.

ORGANIZATIONAL STRUCTURE, MANAGEMENT AND OPERATIONS OF THE HANOI STOCK EXCHANGE

PART 1. BOARD OF DIRECTORS

Article 13. Functions of the Board of Directors

1. The Board of Directors is the direct representative of the state owner at the Hanoi Stock Exchange, deciding all matters related to determining and implementing the objectives, tasks, and benefits of the Hanoi Stock Exchange, except those matters within the decision-making authority of the Prime Minister, the Minister of Finance, and the Chairman of the State Securities Commission;

2. The Board of Directors is responsible to the Ministry of Finance and the law for all activities and development of the Hanoi Stock Exchange.

Article 14. Duties and powers of the Board of Directors

1. Receive, manage, and use effectively capital, infrastructure, and other resources invested by the state in the Hanoi Stock Exchange;

2. Submit to the Ministry of Finance for approval the long-term and medium-term development strategy and plan of the Hanoi Stock Exchange after obtaining opinions from the State Securities Commission and relevant units under the Ministry of Finance;

3. Submit to the Ministry of Finance for approval the Charter and amendments and supplements to the Charter of the Hanoi Stock Exchange;

4. Decide on the annual operation plan of the Hanoi Stock Exchange;

5. Approve the establishment, amendment of regulations on listing securities, trading members, securities trading, transaction monitoring, information disclosure, and other regulations related to the business operations of the Hanoi Stock Exchange upon proposal by the General Director and approval by the State Securities Commission;

6. Approve the annual activity report, financial statements, and settlement of the Hanoi Stock Exchange; decide on the profit distribution plan after fulfilling tax and other financial obligations of the Hanoi Stock Exchange as prescribed by law;

7. Decide on investment plans and projects of the Hanoi Stock Exchange in accordance with the law; approve annual investment plans and projects upon proposal by the General Director. The Board of Directors decides on capital investment, capital management, capital raising, asset liquidation, and sale of assets of the Hanoi Stock Exchange in accordance with the Financial Regulations and related legal documents;

8. Submit to the Minister of Finance for decision on the appointment, replacement, dismissal, and disciplinary action against Board of Directors members;

9. Decide on the appointment, dismissal, removal, and disciplinary action against Deputy General Directors and Chief Accountants upon proposal by the General Director;

10. Decide on personnel plans, organizational structure, functions, and tasks of departments of the Hanoi Stock Exchange; issue standards and regulations on cadres, human resource training planning for the Hanoi Stock Exchange;

11. Approve the Supervisory Board's operational plan, review the results of supervision and audit settlement reports of the Supervisory Board;

12. Supervise the Hanoi Stock Exchange in performing its functions and obligations as prescribed by law and this Charter;

13. Require the General Director to report and take measures to address situations where the activities of the Hanoi Stock Exchange show signs of violating the law or contravening this Charter.

14. To be appointed to attend meetings of the General Director Board and the Hanoi Stock Exchange Trading Department if deemed necessary;

15. To establish advisory units to assist the Board of Directors in performing their tasks; to invite some experts for professional consultation and advice. The functions and responsibilities of the advisory units shall be decided by the Board of Directors;

16. To submit the annual audited financial report to the Ministry of Finance;

17. To propose to the Minister of Finance on the organization and restructuring of the Hanoi Stock Exchange Trading Department after obtaining opinions from the State Securities Commission and relevant departments of the Ministry of Finance;

18. The Board of Directors may use the organizational structure and seal of the Hanoi Stock Exchange Trading Department to perform its duties;

19. To carry out other rights and responsibilities as prescribed by law.

Article 15. Criteria for Board of Directors Members

Board of Directors members must meet the following criteria:

1. Be a Vietnamese citizen residing in Vietnam; have full civil capacity;

2. Hold a bachelor's degree or higher, management capability, and knowledge about securities and the securities market. The Chairman of the Board of Directors must have at least three (03) years of experience in management and operation in the securities market sector;

3. Have good health, moral character, honesty, integrity, understanding, and awareness of law compliance; not belong to the category prohibited from managing enterprises;

4. Other conditions as prescribed by law.

Article 16. Composition and Term of Office of the Board of Directors

1. The Board of Directors consists of the Chairman of the Board of Directors, Vice-Chairman of the Board of Directors, and Board of Directors members. The number of Board of Directors members is five (05) people. Board of Directors members are appointed by the Minister of Finance upon the proposal of the Board of Directors and the Head of the Organization and Cadre Department, after obtaining the opinion of the Chairman of the State Securities Commission;

2. Board of Directors members have a term of three (03) years, and after the term ends, they may be reappointed.

Article 17. Removal and Replacement of Board of Directors Members

Board of Directors members will be removed or replaced in the following cases:

1. Resignation;

2. When there is a decision to transfer or arrange other work or retirement;

3. Unable to ensure health for work;

4. Being convicted by a court judgment or decision with legal effect;

5. Not having sufficient ability or qualifications to undertake assigned work;

6. Losing or being restricted in civil capacity;

7. Not being honest in performing duties and powers or taking advantage of positions and powers for personal gain or others;

8. Seriously violating Board of Directors decisions, regulations of the Hanoi Stock Exchange Trading Department, provisions of this Charter, and related laws.

Article 18. Chairman of the Board of Directors

The Chairman of the Board of Directors has the following rights and responsibilities:

1. To represent the Board of Directors in signing and receiving capital, infrastructure, and other resources invested by the State for the Hanoi Stock Exchange Trading Department;

2. To organize the implementation of the Board of Directors' tasks and powers as stipulated in Article 14 of this Charter;

3. To develop the program and plan of activities of the Board of Directors; decide on the agenda, content, and materials for meetings; convene and chair meetings of the Board of Directors;

4. To organize the approval of Board of Directors decisions;

5. To organize the monitoring and supervision of the implementation of Board of Directors decisions; has the right to temporarily suspend decisions of the General Director that violate the law and report to the State Securities Commission and the Ministry of Finance;

6. In case of absence, the Chairman of the Board of Directors authorizes the Vice-Chairman of the Board of Directors or another Board of Directors member to perform tasks within their authority. The person authorized is responsible to the Chairman of the Board of Directors for the tasks delegated;

7. Other rights as prescribed by law and authorization by the Ministry of Finance.

Article 19. Working System of the Board of Directors

1. The Board of Directors operates under a collective system; meeting at least once every quarter. The Board of Directors may hold extraordinary meetings upon request of the Chairman of the Board of Directors, the General Director, the Audit Board, or more than 50% (fifty percent) of the total number of Board of Directors members proposing;

2. A meeting of the Board of Directors is held when at least two-thirds (two-thirds) of the total number of Board of Directors members participate directly or through remote communication systems. Board of Directors members who do not attend the meeting in person have the right to vote by submitting ballots in sealed envelopes. Ballots must be delivered to the Chairman of the Board of Directors at least one (01) hour before the opening time. Ballots can only be opened in the presence of all attendees;

Board of Directors members must attend Board of Directors meetings. In case of absence, they may authorize another person in writing to attend and vote on behalf of them on issues delegated.

3. The Chairman of the Board of Directors chairs the meeting of the Board of Directors. If the Chairman of the Board of Directors is absent, he/she authorizes the Vice-Chairman or another member of the Board of Directors to chair the meeting. If the Chairman of the Board of Directors does not authorize, the members will elect one Board of Directors member to chair the meeting based on a proposal from more than 50% (fifty percent) of the total number of attending members;

4. Meeting materials of the Board of Directors must be sent to Board of Directors members and invited representatives (if any) at least five (05) working days before the meeting date, except in the case of extraordinary meetings;

5. Board of Directors decisions are passed in one of the following forms:

a) Voting at the Board of Directors meeting;

b) Obtaining opinions in writing in the absence of a meeting.

6. Meetings or written consultations of the Board of Directors members shall be deemed valid when at least two-thirds (two-thirds) of the total number of Board of Directors members attend or provide written opinions.

7. The resolution of the Board of Directors shall take effect when more than fifty percent (fifty percent) of the total number of Board of Directors members vote or provide written opinions in agreement. In case of equal votes, the final decision shall belong to the side with the opinion of the Chairman of the Board of Directors or the person chairing the Board of Directors meeting.

8. The contents of discussed issues, statements of opinions, voting results, decisions adopted by the Board of Directors, and conclusions of the Board of Directors meetings must be recorded in writing and signed by all participating members who voted.

9. For matters that need to be decided immediately and cannot convene a Board of Directors meeting or obtain written opinions, they shall be handled promptly through consultation mechanisms between the Chairman of the Board of Directors and the General Director, specialized Board of Directors member, to make a decision, followed by reporting back to the Board of Directors at the nearest meeting.

10. In cases where the opinion of a Board of Directors member differs from the resolution already adopted by the Board of Directors, such member has the right to reserve personal opinion but still must comply with the resolution already adopted by the Board of Directors.

11. Board of Directors members have the right to request the General Director, Chief Accountant, and management staff of the Hanoi Stock Exchange to provide information and documents on the financial situation and activities of the Hanoi Stock Exchange for their work purposes. The person requested to provide information must timely, fully, and accurately provide information according to the requirements of the Board of Directors member.

12. The operating costs of the Board of Directors (including salaries and allowances for Board of Directors members) and experts, advisors, and support units for the Board of Directors shall be included in the management expenses of the Hanoi Stock Exchange in accordance with the provisions of the law. The General Director ensures necessary conditions and means for the operation of the Board of Directors and its support units.

Article 20. Article on Related Parties

Directly related individuals to Board of Directors members, including father, adoptive father, mother, adoptive mother, wife, husband, child, adopted child, siblings, are not allowed to hold positions of General Director, Deputy General Director, Chief Accountant, Audit Committee, Cashier of the Hanoi Stock Exchange.

SECTION 2. AUDIT COMMITTEE

Article 21. Audit Committee

1. The Audit Committee has the function of assisting the Board of Directors in implementing the role of checking and supervising the legality, accuracy, and honesty in managing and operating the Hanoi Stock Exchange; in accounting records, financial reports, and compliance with the Charter of the Hanoi Stock Exchange and resolutions of the Board of Directors.

2. Composition and term: The Audit Committee is appointed and relieved by the Minister of Finance upon the proposal of the Board of Directors after consulting with the Chairman of the State Securities Commission, consisting of three (03) members: one (01) Chairperson of the Audit Committee and two (02) members, of which there must be at least one (01) person who is an accountant or auditor; one (01) person with expertise in securities and the securities market; The term of Audit Committee members is three (03) years and may be reappointed.

3. The Audit Committee operates under regulations prescribed by the Board of Directors and is responsible to the Board of Directors, State Securities Commission, and Ministry of Finance for assigned tasks.

4. The Chairperson and members of the Audit Committee work on a full-time basis.

Article 22. Standards and Conditions for Audit Committee Members

Audit Committee members must meet the following standards and conditions:

1. Be a Vietnamese citizen residing in Vietnam; have full civil capacity.

2. Not be the spouse, father, adoptive father, mother, adoptive mother, child, adopted child, sibling of a Board of Directors member, General Director, Deputy General Director, Chief Accountant, or Cashier.

3. Have a bachelor's degree or higher, knowledge in finance and accounting. The Chairperson of the Audit Committee must have knowledge about securities and the securities market.

4. Have good health, moral integrity, honesty, and awareness of complying with laws; not be prohibited from establishing and managing enterprises.

5. Other conditions as stipulated by law.

Article 23. Rights and Duties of the Audit Committee

1. Have the right to request the provision of information and access to files and documents regarding the management and operation of the Hanoi Stock Exchange.

2. Supervise the activities of the General Director Management Board in managing and operating the Hanoi Stock Exchange; bear responsibility before the Board of Directors and the law for performing assigned rights and duties.

3. Check the reasonableness, legality, honesty, and prudence in management and operation, in accounting work, statistics, and preparation of financial reports of the Hanoi Stock Exchange.

4. Review financial reports and performance evaluations of the General Director, Deputy General Directors, Chief Accountant, and supporting machinery on a quarterly and annual basis.

5. Have the right to examine accounting books and other documents of the Hanoi Stock Exchange in management and operation activities whenever deemed necessary.

6. Recommend the Board of Directors, General Director, and Deputy General Directors measures to amend, supplement, and improve organizational structure, management, and operational activities of the Hanoi Stock Exchange.

7. When discovering violations of management obligations by the General Director, Deputy General Director, or Chief Accountant according to the Charter, or signs of law violations, report immediately in writing to the Board of Directors to require the violator to cease and rectify the consequences.

8. Have the right to use independent consultants to perform assigned tasks.

9. Propose the selection of auditing organizations for the Board of Directors to decide.

PART 3. DIRECTOR AND ASSISTANT MACHINE

Article 24. General Director

1. The Director is the legal representative of the Hanoi Stock Exchange; performs the task of managing the operations of the Hanoi Stock Exchange according to the objectives, plans, and decisions of the Board of Directors, in accordance with the Charter of the Hanoi Stock Exchange; is responsible to the Board of Directors and the Minister of Finance for the performance of the rights and duties assigned under the law;

2. Appointment, replacement, and removal of the Director:

a) The Director is the Deputy Chairman of the Board of Directors appointed by the Minister of Finance upon the proposal of the Board of Directors and the Department Head of the Department of Organization and Cadres, after obtaining the opinion of the Chairman of the State Securities Commission; has a term of three (three) years and may be reappointed;

b) The Minister of Finance will issue a decision to remove, replace the Director in the following cases:

(i) Voluntary resignation;

(ii) When there is a decision to transfer or arrange other work or retirement;

(iii) Unable to ensure health to undertake the job;

(iv) Failure to complete tasks or targets set by the Board of Directors;

(v) Lack of honesty in performing duties, powers, or using positions and powers for personal gain or others; reporting dishonestly on the financial situation of the Hanoi Stock Exchange;

(vi) Violation of the Board of Directors' decisions, provisions of this Charter, internal regulations of the Hanoi Stock Exchange, and related laws;

(vii) Being convicted by a court judgment or decision that has taken legal effect;

(viii) Losing or being restricted in civil capacity.

3. The Director has the following rights and duties:

a) Organizing the implementation of decisions of the Board of Directors;

b) Building and proposing mid-term and long-term strategies, annual plans of the Hanoi Stock Exchange; investment, cooperation, and collaboration plans of the Hanoi Stock Exchange; organizational management project, internal management regulations, functions, and duties of the Hanoi Stock Exchange's assistant machine; human resources planning, training, salary, bonus, and cadre system for the Hanoi Stock Exchange for approval by the Board of Directors;

c) Organizing the drafting and recommending amendments to listing rules, trading member rules, securities trading rules, trading supervision rules, information disclosure rules, and other rules related to the operational activities of the Hanoi Stock Exchange for approval by the State Securities Commission; signing and issuing after approval by the Board of Directors;

d) Managing and deciding on issues related to daily operations of the Hanoi Stock Exchange;

đ) Appointing, removing, dismissing, hiring, signing contracts, terminating contracts, rewarding, disciplining, determining salaries, bonuses, and allowances for managerial positions and employees in the Hanoi Stock Exchange, except those within the authority of the Board of Directors;

e) Being responsible to the Board of Directors and the Ministry of Finance for the effective management and use of capital, infrastructure, and other resources of the Hanoi Stock Exchange within the scope of delegated authority;

f) Reporting regularly or unexpectedly to the Board of Directors and the Ministry of Finance on the results of the Hanoi Stock Exchange's operations; implementing public disclosure of financial reports in accordance with the law and financial management regulations;

g) Submitting annual financial plans and reports to the Board of Directors;

h) Deciding to recognize, suspend, or terminate the trading member status of the Hanoi Stock Exchange after approval by the Qualification Review Committee;

i) Deciding to approve, suspend, or delist listed securities on the Hanoi Stock Exchange after approval by the Listing Committee;

k) Considering and deciding to suspend trading of trading members;

l) Considering and deciding on warning, control measures, and requiring information disclosure for listed securities on the Hanoi Stock Exchange and determining the form of handling violations of information disclosure;

m) Considering and deciding to temporarily halt, suspend, or cancel securities transactions when necessary to protect investors, while immediately reporting to the Chairman of the Board of Directors;

n) Deciding and being fully responsible for all service provision activities supporting market development within the functions and duties of the Hanoi Stock Exchange;

o) Determining depreciation rates for fixed assets within the framework prescribed by the Ministry of Finance; selling, liquidating assets, and other financial matters according to the分级无法直接翻译，因为原始文本中没有“分级”这个词。根据规则，我将严格按照原文进行翻译，不添加任何解释或补充。因此，对于最后一行的翻译，我将保持原文格式不变，仅翻译内容部分：

p) Being responsible for the management and use of the Reward Fund, Welfare Fund, and other funds as prescribed by law;

q) Representing the Hanoi Stock Exchange in international relations, litigation, disputes;

r) Being able to decide to apply measures exceeding their authority in emergency situations (natural disasters, enemy attacks, fires, accidents) and being responsible for such decisions, then immediately reporting to the Board of Directors;

s) Performing other rights and duties as prescribed by law, the Charter of the Hanoi Stock Exchange, and decisions of the Board of Directors. Reporting to the Ministry of Finance monthly, quarterly, annually, and unexpectedly as required for the management of the Hanoi Stock Exchange's operations.

Article 25. Deputy Director

1. Deputy Directors are appointed and removed by the Chairman of the Board of Directors upon the recommendation of the Director, with a term of appointment of three (03) years and may be reappointed;

2. Deputy Directors assist the Director in managing the Hanoi Stock Exchange according to the division of labor and authorization by the Director; are responsible to the Director and the law for the tasks assigned or authorized by the Director.

In the absence of the General Director, an authorized Deputy General Director shall be responsible for representing the General Director to handle all matters of the Hanoi Stock Exchange and shall be accountable to the General Director for the assigned tasks.

Article 26. The relationship between the Board of Directors and the General Director in managing and operating the Hanoi Stock Exchange

1. When implementing decisions of the Board of Directors, if any unreasonable issues are discovered, the General Director must report to the Board of Directors for review and adjustment. If the Board of Directors does not adjust the decision, the General Director still has the responsibility to implement it but retains the right to reserve their opinion and propose to the Minister of Finance for consideration and decision.

2. The General Director is responsible for reporting in writing to the Board of Directors on the operational status of the Hanoi Stock Exchange.

3. The Board of Directors delegates authority to the General Director to manage the operations of the Hanoi Stock Exchange and is responsible for such delegation. The General Director is accountable to the Board of Directors for delegated tasks.

4. The Chairman of the Board of Directors has the right to directly attend or delegate a representative of the Board of Directors to attend daily meetings and preparatory meetings for proposals presented to the Board of Directors chaired by the General Director. The Chairman of the Board of Directors or the representative attending the meeting may express opinions but does not have the right to conclude the meeting.

5. The Chairman of the Board of Directors and the General Director may apply necessary measures in emergencies as prescribed by law, while immediately reporting to the Board of Directors and competent state authorities.

Article 27. Organizational structure

1. The organizational structure of the Hanoi Stock Exchange includes specialized departments. The number of specialized departments is decided by the General Director after approval by the Board of Directors.

2. Departments of the Hanoi Stock Exchange have the function of advising and assisting the General Director in managing and operating the Hanoi Stock Exchange.

The duties and functions of departments are stipulated in the Regulation on the organization and operation of the Hanoi Stock Exchange approved by the Chairman of the Board of Directors.

3. During the course of operations, the General Director may request the Board of Directors to consider and decide on adjustments to the functions and duties of departments, organizational structure, and staffing in accordance with the operational requirements of the Hanoi Stock Exchange.

Chapter 4.

FINANCIAL AND ACCOUNTING REGIME OF THE HANOI STOCK EXCHANGE

Article 28. Financial and accounting regime of the Hanoi Stock Exchange

1. The Hanoi Stock Exchange implements financial mechanisms and accounting regulations as prescribed by the Ministry of Finance.

2. The salary system for members of the Board of Directors, the General Director, Deputy General Directors, Chief Accountant, Supervisory Board, and employees at the Hanoi Stock Exchange is implemented according to the provisions of the law and guidelines of the Ministry of Labor, Invalids, and Social Affairs.

Article 29. Tax incentives

The Hanoi Stock Exchange enjoys corporate income tax incentives as provided for in the Law on Corporate Income Tax.

Chapter 5.

REORGANIZATION OF THE HANOI STOCK EXCHANGE

Article 30. Reorganization of the Hanoi Stock Exchange, conversion of ownership form of the Hanoi Stock Exchange.

The reorganization of the Hanoi Stock Exchange and the conversion of its ownership form shall be decided by the Prime Minister based on the proposal of the Minister of Finance.

Chapter 6.

IMPLEMENTATION

Article 31. The Board of Directors, General Director, and individuals within the Hanoi Stock Exchange shall be responsible for implementing this Charter.

Article 32. Amendment and supplementation of the Charter

The Ministry of Finance decides to amend and supplement the Charter./.