Circular No. 142/2012/TT-BTC Issuing the Charter on Organization and Operation of the Vietnam National Lottery Limited Liability Company with One Member

CIRCULAR

Issuing the Charter on the organization and operation of the Vietnam National Lottery Joint Stock Company with One Member

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Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to 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 Decree No. 30/2007/NĐ-CP dated March 1, 2007 of the Government on lottery business;

Pursuant to Decree No. 25/2010/NĐ-CP dated March 19, 2010 of the Government on converting state-owned enterprises into joint stock companies with one member and managing joint stock companies with one member owned by the state;

Pursuant to Decision No. 1109/QĐ-TTg dated July 11, 2011 of the Prime Minister approving the project to establish the Vietnam National Lottery Self-Selection Number Business Company;

Pursuant to Decision No. 2933/QĐ-BTC dated December 5, 2011 of the Minister of Finance on the establishment of the Vietnam National Lottery Joint Stock Company with One Member;

Based on the proposal of the Director of the Department of Financial Affairs of Banks and Financial Organizations;

The Minister of Finance issues this Circular on the issuance of the Charter on the organization and operation of the Vietnam National Lottery Joint Stock Company with One Member as follows:

PART I

GENERAL PROVISIONS

Article 1. Name of the enterprise, main office and legal personality

1. The Vietnam National Lottery Joint Stock Company with One Member is an economic organization established by the State with 100% ownership capital pursuant to Decision No. 2933/QĐ-BTC dated December 5, 2011 of the Minister of Finance.

2. The Vietnam National Lottery Joint Stock Company with One Member operates under the Enterprise Law, legal documents on lottery business, financial management regulations of the company, and provisions set forth in this Charter.

3. Name of the enterprise:

- Full name in Vietnamese: Vietnam National Lottery Joint Stock Company with One Member.

- Abbreviation in Vietnamese: Vietnam Lottery Company.

- International trade name: Vietnam Lottery Company.

- International abbreviation: VLC.

4. Main office: The Vietnam Lottery Company (hereinafter referred to as the Company) has its main office at No. 8 Phan Huy Chu Street - Hoan Kiem District - Hanoi City.

5. The Company has branches in various provinces and centrally-administered cities. The establishment of branches is decided by the Chairman of the Company based on the business operation situation of the Company upon approval by the Ministry of Finance.

6. The Company has legal personality under Vietnamese law, independent economic accounting, its own seal, and is allowed to open accounts in Vietnamese currency and foreign currencies at the State Treasury, domestic and foreign credit institutions according to the provisions of the law.

7. The Company has its own capital and assets, implements financial, accounting, auditing, and statistical systems as prescribed by law.

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

Article 2. Industry and business activities

1. Operating various types of self-selection number lottery products.

Implementing other entertainment games with rewards as stipulated by law.

Article 3. Registered Capital and Operating Capital of the Company

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

a) Initial state capital: 300 billion VND for initial investment in headquarters, physical facilities, technical equipment, and working capital for the company's business operations;

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

2. The company shall not reduce its registered capital during its operations. An increase in registered capital shall be carried out in accordance with the law. When there is a change in registered capital, the company must adjust the registered capital in the business registration certificate and announce information as prescribed.

3. The operating capital of the company includes: Registered capital provided by the state and additional capital during business operations, borrowed funds, raised funds, and other lawful sources to fulfill assigned tasks.

Article 4. Organizational Structure, Management and Operation System

The organizational structure, management and operation system of the Company includes: Chairman of the Company, Supervisor, General Director, Deputy General Directors, Chief Accountant, the Company's support staff and some branches in provinces and centrally governed cities.

Article 5. Owner and Representative of the Owner

1. The Government shall uniformly manage and implement the rights and obligations of the State owner towards a single-member limited liability company owned by the State. The Ministry of Finance, pursuant to the assignment of the Government, shall perform the rights and obligations of the owner towards the Company.

2. The Ministry of Finance shall delegate to the Chairman of the Company the exercise of certain rights and obligations of the State owner at the Company as stipulated in Article 13 of this Charter.

Article 6. Rights and Obligations of the Owner

The rights and obligations of the owner towards the company shall be implemented according to Articles 64, 65, and 66 of the Enterprise Law, relevant guiding documents, and provisions set forth in this Charter.

Article 7. Activities of Political Organizations and Political-Social Organizations

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

2. Trade Union organizations and other political-social organizations within the Company operate in accordance with the Constitution and laws of the State and the regulations of those organizations.

Chapter II

TASKS, POWERS AND OBLIGATIONS

Article 8. Tasks of Operations

Receiving, managing, and using effectively, preserving, and developing state capital.

Implementing the issuance of various types of lottery products on a nationwide scale to meet the entertainment needs of citizens in accordance with legal regulations and ensuring national security, public order, and social safety.

Organizing the distribution of lottery tickets through electronic devices, telecommunications means, and the Internet to ensure safety, confidentiality, stability, transparency, objectivity, and honesty.

Operating business activities in accordance with long-term and medium-term strategies and plans approved by the owner.

Fulfilling the enterprise's obligations to the state budget and retaining 100% of revenue from lottery operations for local use to enhance healthcare, education, social welfare, and benefits in accordance with the State Budget Law and guidelines issued by the Ministry of Finance.

Article 9. Powers of the Company

1. Powers of the Company over capital and assets:

a) Possessing and utilizing the Company's capital for business and conducting other lawful activities, including establishing, using, and managing funds of the Company in accordance with the law and the specific characteristics of the main business sector;

b) Managing and utilizing other assets and resources assigned by the State for business purposes in an effective manner that preserves and develops capital;

c) Being permitted to raise capital in accordance with the law to serve business activities. Capital raising for business must be conducted on the principle of self-borrowing, self-repayment, self-responsibility, ensuring the effectiveness of raised capital usage, and not altering the form of ownership of the Company.

2. Powers of the Company in Business:

a) Independently organizing business operations and setting up management systems as required and ensuring effective business operations. The Company is allowed to choose business partners in accordance with the law to organize effective business operations without changing the form of ownership of the Company. Selected business partners must be approved by the Ministry of Finance;

b) Independently operating various types of lottery products on a nationwide scale in accordance with the law;

c) Independently organizing the distribution of lottery tickets through electronic devices, telecommunications means, and the Internet based on the approved business plan by the Ministry of Finance and expanding the distribution network through selecting organizations and individuals as agents in accordance with the law on lottery sales;

d) Establishing, issuing, and applying economic and technical standards, labor norms, wage rates, and other costs based on ensuring business efficiency and compliance with legal regulations;

đ) Selecting, signing employment contracts; arranging, utilizing, training, rewarding, disciplining, terminating employment contracts; choosing forms of remuneration and bonuses for employees based on production and business efficiency and in accordance with labor law regulations;

e) Participating and cooperating with international and regional lottery association organizations;

g) Studying and proposing to competent state management agencies amendments and issuance of mechanisms and policies related to the operation of lottery business;

h) Other powers as prescribed in the Enterprise Law and other regulatory legal documents.

Article 10. Obligations of the Company

1. Obligations regarding capital and assets:

a) Accepting, managing, and utilizing capital, resources, land, and other sources allocated 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; being responsible under the law for losses of capital and assets of the Company;

b) Fulfilling other obligations as prescribed in the financial management regulations of the Company and other provisions of law.

Obligations in Business Operations:

a) Conducting business within the permitted industries and professions as stipulated in the Decision on Establishment and the Charter of the Company, ensuring the quality of services provided by the Company;

b) Adhering to State regulations on lottery business, ensuring transparency, objectivity, honesty, and protection of rights and interests of all parties involved;

c) Ensuring material and technical facilities for lottery business activities are safe, stable, and accurate, and being responsible for business operations at the headquarters and registered branches according to legal provisions;

d) Organizing lottery business activities responsibly towards society, including strict control, counseling, and support for customers playing lotteries in accordance with legally permitted targets and limits;

đ) Fully fulfilling tax obligations and other payments to the State budget as prescribed by law, and implementing withholding tax on individual income from winnings according to legal provisions;

e) Fulfilling obligations towards employees as prescribed by the Labor Code and other legal provisions;

g) Organizing management, supervision, and operation to effectively utilize capital and other resources allocated by the State and other resources in the Company's operations;

h) Being subject to oversight and inspection by shareholders, shareholder representatives, and relevant State management agencies; adhering to inspection and supervision regulations of financial authorities and other competent State agencies as prescribed by law;

i) Implementing financial systems, statistical reports, accounting, auditing, financial disclosure, and financial obligations as prescribed by law;

k) Fulfilling other business obligations as prescribed by law.

Chapter III

ORGANIZATIONAL STRUCTURE, MANAGEMENT AND OPERATIONS

Article 11. Organizational Structure and Management of the Company

1. The organizational structure and management of the Company includes:

a) Chairman of the Company;

b) General Director, Deputy General Directors, Chief Accountant, and supporting staff;

c) Auditor;

d) Branches in certain provinces and centrally-administered cities.

2. The organizational structure and management of the Company may be adjusted to meet business requirements during operations. The Company must report to the Ministry of Finance to amend and supplement the Charter when changing the organizational structure and management as specified in Clause 1 of this Article.

Section 1

CHAIRMAN OF THE COMPANY

Article 12. Functions of the Chairman of the Company

1. The Chairman of the Company is authorized by shareholders to organize the implementation of certain rights and obligations of the Company's shareholders.

2. The Chairman of the Company is responsible under the law and to the Minister of Finance for the performance of assigned rights and duties as prescribed by the Enterprise Law, related laws, and this Charter.

Article 13. Duties and Authorities of the Chairman of the Company

1. Receiving, managing, and using effectively capital, assets, and other resources assigned by the State to the Company.

2. Organizing the development and deciding on the strategic plan for development, long-term, medium-term, and annual plans of the Company.

3. Deciding on market development solutions, product services; investment projects, basic construction works, and information technology, purchase, sale, loan, lending, liquidation, sale of assets, and other contracts with values not exceeding the decision-making authority stipulated by current laws.

4. Deciding on the establishment of new branches, restructuring, and dissolution of branches of the Company after obtaining approval from the Minister of Finance.

5. Deciding on capital-raising schemes to serve business operations with values not exceeding the decision-making authority stipulated by current laws.

6. Deciding on organizational structure, business operation schemes, internal management regulations of the Company, staffing of the management apparatus in accordance with the provisions of the law and the Company's Charter.

7. Deciding on the appointment, dismissal, replacement, signing of contracts, termination of contracts, disciplinary actions, and rewards for Deputy General Directors and Chief Accountants upon the proposal of the General Director of the Company.

8. Inspecting and supervising the General Director in the performance of their rights and duties.

9. Approving the annual financial report; profit utilization plans after fulfilling tax obligations and other financial obligations of the Company; loss handling plans during business operations (if any); implementing public disclosure of financial reports in accordance with the provisions of the law.

10. Approving the operational plan of the Inspector, reviewing the results of control reports and final financial settlement audit reports of the Company conducted by the Inspector.

11. Requesting the General Director to report and implement measures to address situations where the Company's activities show signs of violating the law or contravening this Charter.

12. Implementing decisions of the Company's owner.

13. Reporting to the owner the results and business operation situation of the Company.

14. Deciding on the following matters after obtaining approval or endorsement from the Company's owner:

a) Deciding on the objectives, development strategies, long-term, medium-term, and annual business plans of the Company; adjustments and supplements to the main business sectors of the Company;

b) Approving investment projects, construction works; purchase, sale, loan, lending, liquidation, sale of assets, and other contracts exceeding the limits specified in Clause 3 and Clause 5 of this Article;

c) Deciding on capital investments to form registered capital and adjust the registered capital of the Company;

d) Approving profit utilization plans after fulfilling tax obligations and other financial obligations of the Company as stipulated by the law;

đ) Remuneration regulations, bonus regulations for the Chairman, General Director, Deputy General Directors, Chief Accountant, and Inspector;

e) Deciding on the organizational structure of the Company; number of Deputy General Directors;

g) Other matters within the authority of the owner as stipulated by the law but not yet delegated by the owner.

15. Delegating authority to the General Director to decide on related matters within their authority as stipulated by the law.

16. Other rights and duties as assigned by the Owner and as provided for by relevant laws.

Article 14. Appointment, Removal, and Dismissal of the Chairman of the Company.

1. The appointment, removal, and dismissal of the Chairman of the Company shall be regulated by the Minister of Finance. The Chairman of the Company works on a full-time basis and does not concurrently hold the position of General Director of the Company. The term of office for the Chairman of the Company shall not exceed five (5) years and may be reappointed or replaced.

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

a) Being a Vietnamese citizen residing permanently in Vietnam, possessing full civil capacity;

b) Having management and business capabilities, holding a bachelor's degree or higher; being well-versed in policies related to the lottery sector and having at least three years of experience in managing and operating within the financial and lottery sectors;

c) Possessing good health, moral integrity, honesty, and a sense of compliance with laws;

d) Not belonging to the category of individuals prohibited from assuming managerial positions according to the Law on Enterprises;

đ) Not having a spouse, father, adoptive father, mother, adoptive mother, child, adoptive child, brother, sister, or half-sibling holding the title of General Director, Chief Accountant, Auditor, or Cashier at the Company;

e) Not being a related person (spouse, father, adoptive father, mother, adoptive mother, child, adoptive child, brother, sister, or half-sibling) of the person directly authorized to appoint the Chairman of the Company;

g) Other conditions as prescribed by law (if any).

3. The Chairman of the Company shall be removed or replaced in the following cases:

a) When the company fails to complete assigned tasks or targets without providing acceptable reasons for the owner's acceptance;

b) Violating laws to the extent that they are prosecuted, convicted by a court judgment or decision that has taken legal effect;

c) Lacking sufficient health, capability, or credibility to fulfill assigned tasks;

d) Losing or being restricted in civil capacity;

đ) Failing to comply with decisions of the owner;

e) Being dishonest in performing duties and powers or exploiting positions and powers for personal gain or others' benefit; reporting false financial situations of the Company;

g) Resigning and obtaining approval in writing from the competent authority in accordance with the law;

h) Upon a decision to transfer or assign other work;

i) Retiring;

k) Other cases as decided by the owner in accordance with the law.

4. Procedures and formalities for appointing, removing, replacing, rewarding, and disciplining the Chairman of the Company shall be based on current legal regulations.

Section 2

AUDITOR

Article 15. Auditor

The number of full-time Auditors shall not exceed three (3), appointed and removed by the Minister of Finance, including one (1) Auditor designated to oversee planning, allocation, and coordination of work among Auditors. The term of office for the Auditor shall not exceed three (3) years and may be reappointed.

The Auditor shall be responsible before the law and the Minister of Finance for the performance of their rights and obligations.

The Auditor shall have the following responsibilities:

a) Checking the legality, honesty, and diligence of the Chairman of the Company and the General Director when organizing the implementation of the owner's rights and obligations in managing and operating the Company's business activities and in accounting, statistics, and reporting;

Upon discovering violations by the General Director, Deputy General Director, or Chief Accountant of their management obligations under the Company's Charter, or signs of law violations, they must immediately report in writing to the Chairman of the Company to request cessation and rectification of the violation; if deemed serious, they must report to the Minister of Finance;

b) Reviewing financial reports, business situation reports, management assessment reports, audit reports, and other reports before submitting them to the Chairman of the Company and the Ministry of Finance;

c) Advising the owner's representative on solutions to amend, supplement, and improve the organizational structure for managing and operating the Company;

d) Other tasks as assigned by the Company's owner or their delegate.

3. The Auditor has the right to request information provision, access to files and documents regarding management and operation at the main office or branches of the Company. The Chairman of the Company, the General Director, and other management staff have the obligation to provide timely and comprehensive information about the exercise of ownership rights, management and operation, and business activities of the Company upon the Auditor's request.

4. The Auditor must meet the criteria and conditions stipulated in the Law on Enterprises and relevant legal provisions and must not be a related person (spouse, father, adoptive father, mother, adoptive mother, child, adoptive child, brother, sister, or half-sibling) of the person directly authorized to appoint.

5. Procedures and formalities for appointing, removing, rewarding, and disciplining the Auditor shall be based on current legal regulations.

Section 3

GENERAL DIRECTOR

Article 16. Functions of the General Director

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

2. The General Director directly manages the daily operations of the Company in accordance with the goals and plans consistent with the Company's Charter 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 Charter.

Article 17. Appointment, Removal, Replacement, Hiring Contract, Termination of Hiring Contract, Rewarding, and Disciplining the General Director

1. The General Director is appointed, removed, or replaced by the Minister of Finance based on the proposal of the Chairman of the Company. The Minister of Finance decides on rewarding or disciplining the General Director based on the proposal of the Chairman of the Company. The term of office of the General Director shall not exceed five (5) years and may be reappointed or replaced.

2. The General Director shall be removed or replaced before the end of their term in the following cases:

a) Failure to complete tasks or targets assigned by the Chairman of the Company without providing a reasonable explanation or such explanation is not accepted by the Ministry of Finance after reporting; repeatedly violating the Chairman's decisions and the Company's Charter;

b) Being dishonest in exercising powers or abusing position and authority for personal gain or others' benefit; reporting false financial status of the Company;

c) Losing or being restricted in civil capacity;

d) Violating laws to the extent of being prosecuted and convicted by a court judgment or decision that has become legally binding;

đ) Voluntarily resigning and obtaining approval from the competent authority in writing in accordance with legal procedures;

e) When there is a decision to transfer, retire, or assign another job;

g) Not ensuring health to undertake the work.

3. Procedures and formalities for appointing, removing, replacing, rewarding, and disciplining the General Director are based on current legal regulations.

Article 18. Standards and Conditions for the General Director

A person appointed as the General Director of the Company must meet the following standards and conditions:

1. Having full civil capacity and not falling under the category prohibited from managing enterprises according to the Law on Enterprises.

2. Possessing business capability and organizational management skills; having a bachelor's degree or higher; having expertise and at least three years of experience in financial management.

3. Not being a related party (spouse, parent, child, sibling) of the Chairman of the Company and not being a related party of the person directly authorized to appoint the General Director.

4. Having good health, moral integrity, honesty, and a sense of lawfulness.

5. Other conditions as prescribed by law.

Article 19. Powers of the General Director

1. Developing and proposing long-term, medium-term plans, and annual plans, investment schemes of the Company to report to the Chairman of the Company; organizing the implementation of these plans after approval by the competent authorities.

2. Establishing and adjusting the functions and responsibilities of branches and specialized departments; drafting, proposing amendments and supplements, and signing internal management regulations and other rules related to the Company's operations after approval by the Chairman of the Company.

3. Being responsible to the Chairman of the Company and the Minister of Finance for the effective management and utilization of capital, assets, and other resources of the Company within the scope of delegated authority.

4. Deciding on issues related to the Company's daily business activities; organizing the implementation of the Chairman of the Company's decisions.

5. Reporting periodically or urgently to the Chairman of the Company on the results of the Company's business activities; proposing profit utilization or loss handling schemes; submitting annual settlement reports; implementing public disclosure of financial statements in accordance with legal provisions.

6. Developing human resource plans, salary systems, reward systems, personnel standards, training programs of the Company for approval by the Chairman of the Company and organizing their implementation; appointing, removing, replacing, hiring, terminating contracts, rewarding, and disciplining managerial positions and employees in the Company except those under the authority of the Chairman of the Company and the Company's owner.

7. Deciding on salary, remuneration, and reward systems for employees and managers except those decided by the Company's owner; implementing salaries, remunerations, and rewards for employees and managers based on legal provisions regarding salary mechanisms for limited liability companies.

8. Performing other rights and duties as prescribed by law, decisions of the Chairman of the Company, or other rights stipulated in the labor contract signed between the General Director and the Chairman of the Company.

Article 20. Relations between the General Director and the Chairman of the Company, the Owner in Management and Operation of the Company

1. When implementing decisions of the Chairman of the Company, if the General Director discovers issues that are not beneficial to the Company, he must immediately report to the Chairman of the Company for review and adjustment of the decision. The Chairman of the Company must consider the proposal of the General Director. In case the Chairman of the Company does not adjust the resolution, decision, the General Director still has to implement it but has the right to reserve his opinion and make recommendations to the Minister of Finance.

2. Within fifteen (15) working days from the end of each month, quarter, and year, the General Director must submit a written report on the business operation situation of the previous period and the direction of implementation in the upcoming period of the Company to the Chairman of the Company.

3. Within five (5) working days from the date of issuing the decision, the Chairman of the Company must send a written report on the decision of the Chairman of the Company regarding matters requiring the approval of the company owner as stipulated in this Charter.

4. Within fifteen (15) working days from the date of receiving the report of the Chairman of the Company and the approval recommendations of the Chairman of the Company as stipulated in Clause 3 of Article 20 of this Charter, the Owner must issue a written decision to approve or respond to the Company.

5. The Chairman of the Company has the right to attend briefing meetings, meetings preparing proposals to be submitted to the Chairman of the Company chaired by the General Director. The Chairman of the Company attending the meeting has the right to express opinions and contribute ideas but does not have the right to conclude the meeting.

6. In cases where the meeting is chaired by the Chairman of the Company to examine and decide on issues within the authority of the Chairman of the Company, the General Director attending the meeting has the right to express opinions and contribute ideas but does not have the right to conclude the meeting.

Section 4

DEPUTY GENERAL DIRECTOR, CHIEF ACCOUNTANT, ASSISTANT STAFF, BRANCHES

Article 21. Deputy General Directors and Chief Accountant of the Company

1. Deputy General Directors and Chief Accountants are appointed, relieved, or replaced by the Chairman of the Company based on the proposal of the General Director and after obtaining the approval of the Ministry of Finance.

2. Deputy General Directors are responsible for advising and assisting the General Director in managing the Company, performing tasks and exercising powers assigned by the General Director in accordance with this Charter, and are accountable to the General Director and the law for the tasks and powers delegated.

3. Chief Accountant

a) The Chief Accountant organizes the accounting and statistical work of the Company; assists the General Director in financial oversight at the Company in accordance with laws on finance and accounting; is accountable to the General Director, the Chairman of the Company, and the law for the performance of assigned or delegated duties; performs other functions and tasks as prescribed by the Accounting Law and current relevant laws.

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

4. Deputy General Directors and Chief Accountants are appointed for a maximum term of five (5) years and may be reappointed. The procedures, formalities for appointment, reappointment, relief, replacement, commendation, and disciplinary action for Deputy General Directors and Chief Accountants are based on current relevant laws.

Article 22. The Supporting Machinery of the Company

1. The supporting machinery includes specialized and operational departments with the function of advising and assisting the Chairman of the Company, the General Director, and Deputy General Directors in managing and operating the Company, as well as in performing the functions, tasks, and powers of the Company.

2. The functions, tasks, and powers of the supporting machinery shall be decided by the General Director after obtaining the approval of the Chairman of the Company. During its operation, the General Director may propose to the Chairman of the Company for consideration and decision on adjusting the functions and tasks of the supporting machinery and staffing to meet the operational requirements of the Company.

3. The General Director decides on appointing and dismissing leadership positions within the supporting machinery after obtaining the approval of the Chairman of the Company.

Article 23. Branches of the Company

1. Branches of the Company are dependent accounting units established according to business needs, suitable to the scale and management requirements of the Company's operations, as decided by the Chairman of the Company based on the proposal of the General Director and after obtaining the approval of the Ministry of Finance. Each branch has a Director, Deputy Directors, and specialized and operational departments. The General Director appoints Directors and Deputy Directors of branches after obtaining the approval of the Chairman of the Company.

2. The organizational and operational regulations of branches shall be stipulated by the General Director of the Company after obtaining the approval of the Chairman of the Company.

Chapter IV

FINANCIAL AND ACCOUNTING MECHANISM

Article 24. Financial and Accounting Mechanism of the Company

1. The Company implements financial regulations and accounting systems in accordance with the provisions of the law and guidelines of the Ministry of Finance.

2. The wage system and other benefits for the Chairman of the Company, the General Director, Deputy General Directors, Chief Accountant, Auditor, and employees at the Company shall be implemented in accordance with relevant laws, guidelines of the Ministry of Labor, Invalids and Social Affairs, and the Ministry of Finance.

3. The fiscal year of the Company begins on January 1st each year (Gregorian calendar) and ends on December 31st of the same year. For the first fiscal year, it starts from the date the Company receives the business registration certificate and ends on December 31st of that year.

Article 25. Fulfillment of Obligations to the State Budget

1. The Company must fulfill tax obligations as prescribed by tax laws and pay financial revenues to the State Budget in accordance with tax laws and related legal provisions.

2. Revenue from state budget from lottery operations is allocated based on actual revenue generated in the locality, with 100% retained for local use to enhance healthcare, education, social security, and welfare in accordance with the State Budget Law and guidelines of the Ministry of Finance.

Chapter V

LABOR COLLECTIVE

Article 26. Forms of Participation in Management by Employees

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

a) The General Assembly or the Workers' and Staff Representatives' Congress of the Company;

b) The Trade Union of the Company;

c) The People's Inspection Board.

2. Employees exercise their right to supervise, make suggestions, lodge complaints, and file accusations in accordance with the law.

Article 27. Content of Participation in Management by Employees

Employees have the right to participate in discussions and provide opinions before the competent authority makes decisions on the following matters:

Directions, tasks, plans, measures for business development, restructuring of the company's organizational structure.

Internal regulations and rules of the company directly related to the rights and obligations of employees.

Measures for labor protection, improvement of working conditions, material and spiritual life, environmental hygiene, training and retraining of employees of the company.

Voting to survey trust in key positions of the company.

Through the general assembly or the representative assembly of workers and staff and the trade union organization, employees have the right to discuss and vote to decide on the following matters:

The content or amendments and supplements to the collective labor agreement to be signed by the General Director on behalf of the employee group;

Rules for using welfare funds, rewards, and relevant targets and plans of the company that directly affect the rights and obligations of employees in accordance with state regulations;

Evaluation of the results and program of activities of the People's Inspectorate Board;

Electing the People's Inspectorate Board.

Chapter VI

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 28. Reorganization of the Company

1. The reorganization of the company shall be decided by the Minister of Finance after obtaining the Prime Minister's approval.

2. In cases where the reorganization of the company leads to changes in legal form, industry, business operations, registered capital, the company must complete registration procedures or supplementary registrations with the business registration agency.

3. The procedure and formalities for reorganizing the company shall be carried out in accordance with the provisions of the law.

Article 29. Dissolution and Bankruptcy of the Company

1. The company shall be dissolved according to the decision of the Owner after obtaining the Prime Minister's approval.

2. The procedure and formalities for dissolving the company shall be carried out in accordance with the provisions of the law.

3. The resolution of bankruptcy for the company shall be implemented in accordance with the provisions of the law on bankruptcy.

Chapter VII

IMPLEMENTING PROVISIONS

Article 30. Effective Date

This Circular takes effect from October 6, 2012.

Article 31. Matters Not Specified in the Charter

Matters not specified in this Charter shall be implemented in accordance with current laws.

Amendments and supplements to the content of this Charter shall be reviewed and decided by the Ministry of Finance./.