Decision No. 142/2003/QĐ-BCN on Approving the Charter of Organization and Operation of Saigon Leather Footwear Import-Export Company

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation of Saigon Leather and Footwear Import-Export Company 
Da Giầy Sài Gòn 

THE MINISTER OF INDUSTRY

Pursuant to Decree No. 55/2003/NĐ-CP dated May 28, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Industry;

Pursuant to the State Enterprise Law on April 20, 1995;

Pursuant to Decree No. 50/CP dated August 28, 1996 of the Government on the establishment, restructuring, dissolution, and bankruptcy of state-owned enterprises, and Decree No. 38/CP dated April 28, 1997 of the Government amending and supplementing certain articles of Decree No. 50/CP;

Considering the proposal of the General Director of Saigon Leather and Footwear Import-Export Company at Report No. 343/THDL dated September 4, 2003;

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

DECISION:

Article 1. Approves the attached Charter on Organization and Operation of Saigon Leather and Footwear Import-Export Company with this Decision.

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

The Heads of the Ministry's Office, the Inspectorate, the Department Heads, Bureau Chiefs under the Ministry, and the General Director of Saigon Leather and Footwear Import-Export Company are responsible for implementing this Decision./.

 

CHARTER

Organization and Operation of Saigon Leather and Footwear Import-Export Company (approved pursuant to Decision No. 142/2003/QĐ-BCN dated September 10, 2003 of the Minister of Industry)

 

PART I

GENERAL PROVISIONS

Article 1. Saigon Leather and Footwear Import-Export Company (hereinafter referred to as the Company) was established according to Decision No. 441/CNn-TCLĐ dated May 6, 1993 of the Ministry of Light Industry (now the Ministry of Industry), is a state-owned enterprise operating independently under the Ministry of Industry, established, invested in, and managed by the State as the owner.

The Company engages in producing and trading leather goods, various types of footwear, leather products, artificial leather, and other raw materials; importing and exporting raw materials, auxiliary materials, supplies, chemicals, machinery, spare parts, transportation means, and other goods serving production, business, and domestic consumption; international cooperation in labor export, trade fairs, exhibitions, information advertising, renting office space, premises, and production workshops; acting as agents for buying and selling, introducing products for economic organizations both domestically and internationally; engaging in tourism, hotel, restaurant businesses, and other goods and services as prescribed by law.

 

Article 2. The Company has:

1. International trade name: THE SAIGON LEATHER PRODUCTS AND FOOTWEAR EXPORT IMPORT COMPANY, abbreviated as: LEAPRODEXIM SAIGON;

2. Main office located at: 14 Nguyen Hue Street, Ben Nghe Ward, District 1, Ho Chi Minh City;

Telephone: (08) 8231334 - 8291427;

Fax: (84-8) 8299217.

3. The Company has legal personality, civil rights and obligations as prescribed by law, bears full responsibility for all production and business activities within the capital managed by the Company, has its own seal for transactions, owns assets and centralized funds, and can open accounts in Vietnamese and foreign currencies at banks as prescribed by the State; the Company has the right to operate independently, manage finances autonomously, and be bound by obligations and benefits towards the Ministry of Industry according to the Charter on organization and operation and financial regulations of the Company.

 

Article 3. The Company is subject to state management by the Ministry of Industry and other Ministries, agencies equivalent to Ministries, and People's Committees of provinces and centrally-administered cities as state management agencies; simultaneously, it is subject to management by these agencies as agencies exercising the rights of the owner over state-owned enterprises as stipulated in the Law on State-Owned Enterprises and other provisions of law.

 

Article 4. The Communist Party of Vietnam organization in the Company operates according to the Constitution, laws of the Socialist Republic of Vietnam, and regulations of the Communist Party of Vietnam.

Trade Union and other political-social organizations in the Company operate according to the Constitution and laws.

 

Chapter II

Rights of the Company

PART I

RIGHTS OF THE COMPANY

Article 5.

1. The Company has the right to manage and utilize capital, land, natural resources, and other resources assigned by the State in accordance with the law to achieve the business objectives and tasks assigned by the State.

2. The Company has the right to raise capital, invest, form joint ventures, associate, and contribute capital with economic entities both domestically and internationally to establish companies in accordance with the law.

3. The Company has the right to transfer, lease, mortgage, or pledge assets under its management, except for those assets being the entire main production technology chain that has not yet been fully depreciated, which must be approved by the Ministry of Industry based on the principle of preserving and developing capital; for land and natural resources under its management and use, current laws shall apply.

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

 

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

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

2. Update technology and equipment.

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

4. Engage in industries and trades consistent with the objectives and tasks assigned by the State; expand business scale according to the Company's capacity and market demand; engage in supplementary industries and trades permitted by the Ministry of Industry and competent state agencies.

5. Choose markets freely; export and import according to the State's regulations.

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

7. Invest, form joint ventures, associate, and contribute capital shares according to the State's and Ministry of Industry's regulations.

8. Develop and apply material standards, labor norms, unit price of wages within the framework of national standards and regulations of the Ministry of Industry;

9. Select, hire, arrange employment, train labor, choose remuneration forms, and have other rights of employers as prescribed by the Labor Code and other laws; decide wage and bonus levels for workers based on unit product wage rates or service costs and the effectiveness of the Company's operations.

10. Invite and meet foreign business partners of the Company in Vietnam; dispatch employees of the Company abroad for work, study, and survey visits in accordance with the provisions of the law.

 

Article 7. The Company has financial management rights as follows:

1. Utilize the capital and funds of the Company to promptly serve business needs according to the principle of preservation and repayment.

2. Raise capital for business activities on its own initiative, but without changing the form of ownership, issue bonds in accordance with the provisions of the law; pledge the value of land use rights attached to assets under the management of the Company at Vietnamese banks to borrow funds for business activities in accordance with the provisions of the law and of the Ministry of Industry.

3. Utilize the basic depreciation fund of the enterprise; the level and ratio of contributions to the basic depreciation fund, usage and management regulations of the basic depreciation fund are prescribed by the Government.

4. After fulfilling all obligations to the state, establishing an investment development fund and other funds as prescribed, the Company may distribute the remaining profit to employees based on their contribution to the production and business results of the Company in that year. Detailed distribution regulations for post-tax profits are stipulated by the State.

5. Enjoy subsidy, price support, or other preferential regimes of the State when performing production tasks or supplying services serving national defense, security, disaster prevention, public welfare activities, or providing products and services according to the State's pricing policy which does not cover the production costs of such products and services of the Company.

6. Enjoy investment or reinvestment preferential regimes as prescribed by the State.

7. Other rights as classified by the Ministry of Industry.

 

Article 8. The Company has the right to refuse and report any requests for provision of resources not prescribed by law from any individual, agency, or organization, except voluntary contributions for humanitarian and public welfare purposes.

 

PART II

OBLIGATIONS OF THE COMPANY

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

 

Article 10. The Company has the obligation to manage business operations as follows:

1. Register and conduct business in the registered industry; be responsible before the State and the Ministry of Industry for the results of the Company’s operations and be responsible before customers and the law for products and services provided by the Company.

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

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

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

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

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

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

 

Article 11.

1. The Company has the obligation to strictly implement the regime and regulations on capital management, asset management, funds, accounting, bookkeeping, auditing systems, and other systems prescribed by the State; be responsible for the authenticity and legality of the Company's financial activities.

2. The Company has the obligation to publicly disclose annual financial reports and information to accurately and objectively assess the Company's operations as prescribed by the Government.

3. The Company fulfills tax payment and State budget contribution obligations as prescribed by law.

 

Chapter III

ORGANIZATION OF THE COMPANY'S MANAGEMENT STRUCTURE

Article 12. The Company's management structure includes the General Director, Deputy General Directors, Chief Accountant, and supporting staff:

1. The General Director of the Company is appointed, relieved of duty, rewarded, and disciplined by the Minister of Industry. The General Director of the Company is the legal representative of the Company and is responsible to the Minister of Industry and the law for the operation of the Company. The General Director has the highest operational authority in the Company and must meet the standards and conditions as stipulated in Article 32 of the State Enterprise Law dated April 20, 1995.

2. Deputy General Directors assist the General Director in managing the Company according to their assigned duties and delegated powers, and are responsible to the General Director and the law for the assigned duties and delegated powers.

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

4. Specialized departments have the function of advising and assisting the General Director in management and operation.

 

Article 13. Duties and powers of the General Director.

1. Accept capital, land, natural resources, and other resources assigned by the State and the Ministry of Industry for management and utilization according to the assigned goals and tasks and be responsible for effective utilization, preservation, and development of capital.

2. Develop investment development projects, long-term and annual plans of the Company, investment schemes, joint ventures, organizational management plans of the Company, and submit them to the Ministry of Industry for approval.

3. Organize the management and operation of the Company and subordinate units.

4. Establish and promulgate economic and technical norms, product and service standards, wage rates in accordance with State regulations.

5. Issue regulations on wages, bonuses, labor, and discipline in accordance with current State regulations for application within the Company.

6. Determine purchase prices and sale prices for products and services in accordance with state regulations and those of the Ministry of Industry on the principle of capital preservation and effective business operations.

7. Submit to the Minister of Industry for the appointment, dismissal, transfer, commendation, and disciplinary action of the Deputy General Director and Chief Accountant of the Company.

8. Decide on the appointment, dismissal, transfer, commendation, and disciplinary action of department heads, deputy department heads, specialized staff, directors, deputy directors of affiliated factories and workshops, and other employees with classified positions according to the分级管理由公司管理的范围和根据劳动法规定的企业雇主的其他权利。

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

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

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

 

Chapter IV

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES AND JOINT VENTURES

PART I

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

 

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

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

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

3. Supervise and inspect the use of the Company’s contributed capital, bear responsibility for its effectiveness, preservation, and development, and collect profits from the Company’s contributed capital in other enterprises.

 

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

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

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

3. Implement reporting systems and be responsible to the General Director of the Company for the Company’s contributed capital in these enterprises.

 

PART II

MANAGEMENT OF THE COMPANY'S CAPITAL IN

JOINT VENTURES

Article 16. Joint ventures in which the Company participates are established, managed, and operated according to the Law on Foreign Investment in Vietnam, the Enterprise Law, related laws, and the Joint Venture Enterprise’s Articles of Association.

The Company fulfills all rights, obligations, and responsibilities towards these joint ventures as prescribed by law and in accordance with signed contracts.

(List of units with the Company's capital contributions attached as Appendix 1 to the Articles of Association)

 

Chapter V

LABOR UNION AT THE COMPANY

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

1. Participate in discussions, drafting, supplementing, or amending collective labor agreements for the representative of the labor union to negotiate and sign with the General Director of the Company.

2. Discuss and approve the rules for using funds directly related to the interests of workers in the Company.

3. Discuss and provide opinions on planning, evaluating the effectiveness of production and business operations, proposing measures to protect workers, improve working conditions, material and spiritual life, environmental hygiene, and retraining of workers in the Company.

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

 

Article 18The Workers' Congress of the Company is organized and operates according to the State Enterprise Law, the Trade Union Law, and guidelines from the Vietnam General Confederation of Labor and the Vietnam Federation of Trade Unions.

 

Chapter VI

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

Article 19:

1. The Company has affiliated units including factories, workshops, production and trading units (hereinafter referred to as units), which operate under economic dependency accounting classification and delegation by the General Director of the Company.

2. Units far from the Company may open bank accounts and have their own seals for transactions consistent with the accounting classification and delegation by the General Director of the Company.

3. Affiliated units of the Company are provided with resources, personnel, and product unit prices by the Company to organize and manage production and business operations.

4. Leaders of the Company's affiliated units, such as Factory Directors and Workshop Managers, operate under the chief executive system, responsible for the results of production and business operations and social work of their units before the General Director of the Company and state laws.

5. Based on assigned tasks, leaders of affiliated units develop and submit organizational structures and management plans suitable for the scale of production and business operations of their units for approval by the General Director of the Company.

(List of affiliated units of the Company attached as Appendix 2 to the Articles of Association).

 

Article 20BASIC RIGHTS AND OBLIGATIONS OF AFFILIATED UNITS.

1. Rights of affiliated units:

a) Have the right to use the resources allocated by the Company, actively organize and implement production and business tasks according to the Company's plan, and build monthly, quarterly, and annual plans for their units;

b) Have the right to enter into and execute economic contracts within the scope authorized by the General Director of the Company;

c) Organize and manage the unit according to the organizational and operational rules approved by the General Director of the Company and the management classification of the Company;

d) Expense for production and business activities according to the state regulations, in line with standards, quotas, and unit prices issued by the General Director of the Company, and strictly comply with national invoice and documentation regulations;

đ) Pay wages and bonuses based on production and business results according to the company's regulations, quotas, and product unit prices;

e) Organize a streamlined organizational structure, reasonably allocate labor;

g) Train skills; arrange and assign work; propose commendations, disciplinary actions, and implement policies for workers according to state and company regulations;

h) Plan equipment repairs, maintenance, and operational procedures according to company regulations;

i) Inspect the quality of imported and domestically processed raw materials and equipment before production.

k) Complete all administrative procedures for technical safety incidents and disputes regarding the quality of goods.

2. Obligations of subordinate units:

a) Safeguard and develop capital and resources allocated by the Company to the unit for management. Strive to fulfill the production-business plan assigned by the Company. Be responsible before the General Director of the Company and the law for business activities of the unit within the scope entrusted.

b) Maintain complete accounting-statistical books in accordance with the provisions of the law and guidance from the Company; report periodically monthly, quarterly, and annually to the General Director and state functional agencies about all aspects of the unit's activities according to the prescribed forms and timeframes and be responsible for the accuracy and honesty of the reports before the General Director of the Company and the law.

c) Accept supervision by the Company in accordance with the regulations of the General Director of the Company.

 

Article 21.

The leaders of subordinate units have the right to appoint, dismiss, reward, and discipline heads of departments, chief deputy managers, production team leaders, and workers with classified positions after obtaining the consensus of the General Director and other rights of employers delegated by the General Director in accordance with the Labor Code.

Propose appointments, dismissals, rewards, and disciplinary actions for positions managed by the Company.

 

Article 22Responsibilities and authorities of the Company in the field of planning and investment:

1. Develop strategic plans, master plans, research topics, and production-business plans of the Company to register with the Ministry of Industry.

Guide subordinate units to build investment plans - basic construction - production - technology, finance according to the Company's strategic goals.

Decide on assigning tasks and plans to subordinate units and direct these units to strive to complete their plans.

2. Build joint venture projects; organize monitoring and managing joint ventures with the Company's capital contribution in accordance with the Law on State Enterprises, the Enterprise Law, and the Law on Foreign Investment in Vietnam; direct the representative managing the Company's capital portion in joint ventures to ensure that the joint ventures operate in accordance with the joint venture charter and the development objectives and orientation of the Company and the State.

3. Consolidate and balance material, technical, and financial conditions according to the Company's plan for subordinate units to ensure effective business operations.

Detect and resolve promptly any imbalances during the implementation of plans; understand market demand and import-export changes to coordinate and utilize internal production capacity effectively.

4. Organize statistical analysis of the implementation of the Company's production-business plans and report to state management agencies as prescribed.

5. Inspect, evaluate, and approve the degree of completion of plans by each subordinate unit as a basis for implementing reward and penalty systems and establishing funds according to state regulations.

6. Act as the principal investor for new investment projects of the Company; authorize in writing the General Director of subordinate units in investment projects and bank loans to serve the development of production-business activities of the unit.

 

Article 23Responsibilities and authorities of subordinate units in the field of planning and investment:

1. Based on the guidance indicators of the Company, relying on production capacity, market demand, and economic contracts, build production, technology, and financial plans; organizational measures for implementation to register with the Company.

2. Build operational plans and prepare production-business conditions, organize and strictly direct the implementation of monthly, quarterly, and annual plans and report to the Company as prescribed.

3. During the implementation of plans, the unit may proactively propose adjustments or supplements to production tasks to the Company to meet market needs, new cooperation opportunities, production development, product innovation, application of technological progress, etc., to enhance production volume and product quality.

4. Organize analysis of the annual implementation situation regarding production - technology - finance, investment, improvement of working conditions, employee living standards, and report to the Company and the Workers' Congress as prescribed.

 

"d) Within no more than one working day from the date of receiving the dossier submitted for administrative procedures by the specialized agency assigned by the Provincial People's Committee, the Chairman of the Provincial People's Committee shall issue a notification of the result of the inspection of plant-based food exports or a certificate at the request of the importing country."Responsibilities and authorities of the Company in the field of scientific research and technical management:

1. Develop the Company's scientific research and technological innovation plan. Aggregate and direct subordinate units to implement the scientific and technical plans assigned by the Company. Organize research forces and facilitate cooperation between the Company, subordinate units, and research institutions (institutes, schools, etc.) and international cooperation.

2. Uniformly manage, direct, and implement economic and technical standards for the Company's and subordinate units' products.

3. Organize management and inspection of product quality implementation by subordinate units according to prescribed standards.

4. Organize review of quality standards and brand labels for new or trial-produced products.

5. Organize information, services, and consulting on science and technology in the industry, build, and submit economic-technical justifications for new project cooperation and investment.
 

6. Participate in reviewing investment and joint venture cooperation justifications with foreign countries of units in the industry when requested.

 

Article 25. Responsibilities and authorities of subordinate units in the field of scientific research and technical management:

1. Organize and manage all production-technical activities according to the technology schemes, standard quotas, and product quality set by the Company. Proactively organize collaboration, research, and application of scientific and technological progress in production based on approval from the Company.

For scientific and technological research topics where costs fall within the factory's production development fund, the unit decides. For topics requiring significant costs exceeding the unit's financial capability, the unit submits to the Company for approval.

2. The responsible unit shall strictly organize and implement technical inspections and product quality checks during the production process to ensure compliance with prescribed quality standards.

3. Organize the management of all operational maintenance, repair, and handling of technical safety and labor protection issues for equipment.

4. Organize quality inspections of raw materials and semi-finished products before they are put into production, economize on raw materials and supplies, apply new technologies, substitute domestic raw materials and supplies for imported ones, improve equipment, protect the environment... promptly verify, reward initiatives, disseminate research results into production.

5. Directly register product quality and brand marks approved by the Company.

 

Article 26. Responsibilities and authorities of the Company in the field of supply of materials, consumption of products, and import-export:

1. Develop plans and organize the procurement, consumption, and import-export of materials, raw materials, equipment, and spare parts for the production and business operations of the Company and its affiliated units.

2. Implement entrusted import contracts for enterprises within and outside the Company.

3. Direct and inspect factories to establish and implement material quotas, regulations on usage, storage, and reserve systems according to state provisions.

4. Continuously conduct market research to expand domestic and international markets, improve products to meet consumer preferences; organize product introductions, advertising, and customer feedback collection to continuously enhance product quality and improve sales organization.

 

Article 27. Responsibilities and authorities of affiliated units in the field of supply of materials, consumption of products, and import-export:

1. Develop plans and independently organize the procurement of raw materials and supplies according to production plans or requests from the Company for supply.

2. Strictly organize inspections of purchased raw materials and supplies to ensure quantity, specifications, and quality before warehousing, and manage their use according to established quotas. Record material and product entries and exits accurately according to prescribed procedures.

3. Effectively organize product sales from market research, understanding customer requirements, product introduction, signing sales contracts, delivery, to payment collection.

4. For fixed assets requiring liquidation, the unit reports to the Company for disposal to recover capital according to state regulations.

 

Article 28. Responsibilities and authorities of the Company in the field of organizational staffing - labor wages:

1. Decide on organizational structure; study and promulgate unified management regulations and internal rules within the Company.

2. Develop proposals for the Ministry to consider the formation of new units, mergers, dissolutions, and ownership transfers of affiliated units.

3. Implement policies for positions specified in Clause 8, Article 13 and分级管理。

4. Develop and promulgate guidelines to uniformly enforce labor laws, social insurance, collective labor agreements, employment contracts... within the Company.

5. Plan and organize training and development for managerial, technical, vocational, economic, and skilled workers to meet the production and business needs of the Company.

6. Develop wage plans based on guidance and consolidation from affiliated units and allocate wage plans to units; settle annual wage accounts for affiliated units according to current regulations.

7. Study, review, and decide on comprehensive labor norms, wage scales, job grades, allowances within wages, and bonuses for units within the Company.

 

Article 29. Responsibilities and authorities of affiliated units in the field of organizational staffing - labor wages:

1. Directly manage the workforce according to the Company's and state regulations; implement policies for positions stipulated in Article 21.
 

2. Based on assigned tasks and plans, build management structures and production and business organizations for approval by the General Director.

3. Within the allocated wage fund, the unit uses labor suitable for production requirements during the plan period, signs collective labor agreements, and employment contracts according to state regulations and分级管理。

4. Fully develop and implement labor discipline and occupational safety regulations.

5. Carefully train and develop skilled workers and technicians, organize learning and promotion for workers, build a skilled workforce and excellent technical staff.

Propose rewards and punishments and implement labor policies, social insurance, and labor protection according to state and Company regulations.

6. Decide on wage forms for employees based on production and business results within the allocated wage plan and according to approved wage regulations.

 

Article 30. Responsibilities and authorities of the Company in the field of finance - accounting - pricing:

1. Manage all state-assigned capital funds, preserve and develop various types of capital, and use them effectively.

Article 1 ||| Mobilize assets, materials, raw materials, equipment... between subordinate units of the Company based on agreement with the unit owning the assets. Examine and submit to the Ministry for approval the liquidation of unused assets within the Company.

2 ||| Sign economic contracts with domestic and foreign economic organizations, settle accounts with customers in accordance with the laws on economic contracts.

3 ||| Direct the inspection of subordinate units in establishing purchase prices for raw materials within the price range set by the Company for each period, ensuring state regulations and achieving high economic efficiency.

4 ||| Fulfill the obligation to pay corporate income tax, import-export tax, value-added tax, capital tax (the portion directly managed by the Company) to the state budget, and propose policy recommendations on taxation, import-export, and domestic production protection to the state.

5 ||| Organize accounting, bookkeeping, statistics, and analysis of economic activities throughout the Company in accordance with current laws on accounting and statistics and the Company's tiered accounting regulations, compile periodic financial reports and annual settlements with the Ministry of Industry and the Ministry of Finance.

6 ||| Inspect and approve settlement, and guide the distribution of funds to subordinate units according to state regulations.

 

Article 31. Responsibilities and authorities of subordinate units in the field of finance, accounting, and pricing:

1 ||| Manage all assets, types of capital, and funds allocated by the Company, responsible for preserving, developing, and using them effectively.

2 ||| Proactively increase capital to expand production and business operations, economic cooperation and linkage, and flexibly utilize various funds under the principle of return to expand and develop production and business operations.

3 ||| Organize accounting, bookkeeping, and statistics in accordance with laws on accounting and statistics and the Company's tiered regulations. 4 ||| Be authorized by the Company to sign economic contracts for purchasing raw materials and selling products with domestic economic entities. The unit bases its product pricing and processing fees on reasonable production costs, product utility value, market supply and demand conditions, and state pricing policies. For primary raw material purchase prices, the unit decides based on the Company's price range at each time point. 5 ||| Strictly fulfill obligations to pay value-added tax, capital tax, depreciation, property tax, business license tax, resource taxes (if applicable), and contributions to social insurance, health insurance, work injury insurance... as stipulated by the state. 6 ||| Be allowed to borrow capital for production and business operations according to the approved plan by the Company.

 

Chapter VII

FINANCIAL ASPECTS OF THE COMPANY

Article 32.

The Company implements independent accounting and financial autonomy in business operations in accordance with the Law on State-Owned Enterprises, other legal provisions, and the Company Charter.

 

Article 33.

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

a) Capital assigned by the state at the time of the Company's establishment;

b) Additional state investment in the Company;

c) Portion of post-tax profits supplemented according to current regulations;

d) Other sources of capital (if any);

2 ||| When there is an increase or decrease in the charter capital, the Company must promptly adjust it in the Balance Sheet and announce the adjusted charter capital of the Company.

 

Article 34.

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

2 ||| Funds of the Company are established by the Director's decision, including:

a) Development Investment Fund established from basic depreciation capital and profit contributions from the Company according to the Ministry of Finance's regulations, returns from the Company's investments in other enterprises, foreign joint ventures, and other sources.

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

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

 

Article 35.

Financial autonomy of the Company:

1 ||| The Company operates on the principle of financial autonomy, balancing revenues and expenditures, responsible for preserving and developing the Company's business capital, including the portion invested in other enterprises and foreign joint ventures.

2 ||| The Company conducts financial activity inspections and supervision throughout the Company. Dependent accounting units operate according to tiered regulations and ensure unified centralized management principles throughout the Company.

3 ||| The Company's material responsibility in business relations and civil relations is limited to the level of the Company's charter capital at the time of the most recent announcement.

 

Chapter VIII

RELATIONSHIP BETWEEN THE COMPANY AND STATE AGENCIES AND LOCAL AUTHORITIES

Article 36.

The Company is subject to inspection and supervision by the Ministry of Industry and relevant state management agencies as prescribed by law in the following areas:

1 ||| Adhere to laws, implement government and Ministry of Industry regulations related to the Company.

2 ||| Implement planning and strategies for Company development within the overall industry planning and strategy; execute economic-technical norms, product quality standards, and service standards set by the Ministry of Industry and the state.

3 ||| Adhere to financial systems, credit, tax, profit distribution; accounting and statistical systems as prescribed by laws on accounting and statistics.

4 ||| Comply with state and Ministry of Industry regulations on organizational and personnel work, including establishment, division, merger, restructuring, dissolution; approval and amendment of the Company Charter; appointment, dismissal, transfer, commendation, and disciplinary action for the General Manager, Deputy General Manager, and Chief Accountant of the Company.

5 ||| Implement regulations on natural resource protection and environmental protection.

6 ||| Implement regulations on external relations and import-export.

7 ||| Ensure the implementation of rights and obligations towards employees in the Company as prescribed by law.

 

Article 37.

With local authorities, the Company is subject to state management and adheres to administrative regulations and obligations towards People's Councils and People's Committees at all levels as state management agencies within their territorial jurisdiction as prescribed by law.

 

Chapter IX

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 38. The Minister of Industry shall examine and decide on the restructuring, division, merger, or dissolution of the Company.

 

Article 39If the Company loses its ability to pay maturing debts and such inability cannot be remedied even after implementing necessary measures, it shall be handled in accordance with the provisions of the Enterprise Bankruptcy Law.

 

Chapter X

IMPLEMENTING PROVISIONS

Article 40This Charter consists of ten chapters and forty-one articles and applies to the Saigon Leather and Footwear Import-Export Company. All individuals and units under the Saigon Leather and Footwear Import-Export Company are responsible for implementing this Charter.

 

Article 41.

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

 

ANNEX

LIST

Joint venture units with capital contribution from the Company at the time of approval of the Charter

Hotel FORTUNE:

Address: 700 Tran Hung Dao Street, District 5, Ho Chi Minh City.

 

LIST

Units under the Company

at the time of approval of the Charter

1. Hanoi Export Leather Factory:

Headquarters: Ba Hang, Linh Nam, Thanh Tri, Hanoi.

2. Hue Leather Factory:

Headquarters: No. 266 Dien Bien Phu, Tuong An, Hue.

3. Danang Bag Factory:

Headquarters: 291/9 Tran Cao Van Street, Danang.

4. Go Vap Shoe Factory:

Headquarters: 176 Duong Quang Ham Street, Ward 5, Go Vap District, Ho Chi Minh City.

5. Go Vap Women's Shoe Workshop:

Headquarters: 59/9 Pham Van Chieu Street, Ward 12, Go Vap District, Ho Chi Minh City.

6. Handbag Manufacturing Workshop:

Headquarters: 400 Nguyen Duy Street, Ward 9, District 8, Ho Chi Minh City.

7. Camera Cable Workshop:

Headquarters: Warehouse 5 Dao Duy Tu Street, Ward 14, District 10, Ho Chi Minh City

8. Sony Bag Workshop:

Headquarters: Warehouse 5 Dao Duy Tu Street, Ward 14, District 10, Ho Chi Minh City./.