Decision No. 171/2004/QĐ-BCN Regarding the Approval of the Charter on Organization and Operation of the State Capital Joint Stock Company Vietnam Ceramic Glass Corporation

Pursuant to …;

Regarding the approval of the Charter on Organization and Operation of Vietnam Ceramic and Glass State-owned Limited Company with One Member

limitedState member of Vietnam Ceramic Glass Corporation

 —————————

THE MINISTER OF INDUSTRY

Pursuant to the Enterprise Law dated June 12, 1999;

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 Decree No. 63/2001/NĐ-CP dated September 14, 2001 of the Government on the conversion of state-owned enterprises and enterprises of political organizations and socio-political organizations into state-owned limited companies with one member;

Considering the proposal of Vietnam Ceramic and Glass Company (Letter No. 316/2004/CV-VP dated November 17, 2004);

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

DECISION:

Article 1. Approves the Charter on Organization and Operation of Vietnam Ceramic and Glass State-owned Limited Company with One Member attached hereto.

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 Inspector General of the Ministry, the Heads of Departments and Directorates under the Ministry, the Chairman and General Director of Vietnam Ceramic and Glass State-owned Limited Company with One Member shall be responsible for implementing this Decision./.

 

CHARTER

 

Organization and operation of Vietnam Ceramic and Glass State-owned Limited Company with One Member

(Annexed to Decision No. 171/2004/QĐ-BCN dated December 16, 2004)

Name of the Company

of the Minister of Industry)

PART I

GENERAL PROVISIONS

Article 1. 1. Full name in Vietnamese: Vietnam Ceramic and Glass State-owned Limited Company with One Member;

2. Abbreviated name in Vietnamese: Vietnam Ceramic and Glass Company;

3. International trade name: VIETNAM CERAMIC AND GLASS LIMITED COMPANY;

4. Abbreviated name in English: VINACEGLASS.

Legal personality of the Company

Article 2. Vietnam Ceramic and Glass State-owned Limited Company with One Member has legal personality, independent economic accounting, and operates according to the Enterprise Law.

Headquarters of the Company

Article 3. 1. Main office of the Company: No. 20-24 Nguyen Cong Tru Street, Nguyen Thai Binh Ward, District 1, Ho Chi Minh City;

2. Telephone: (84-8) 8290920 - 8290922;

3. Fax: (84-8) 8290768;

4. Email: [email protected];

5. Website: http://www.vinaceglass.com.

The Company has affiliated units subject to dependent accounting.

(See attached appendix).

Registered Capital of the Company

Article 4. The registered capital of the Company at June 30, 2004 was 20,333,581,744 Vietnamese dong.

(Twenty billion three hundred thirty-three million five hundred eighty-one thousand seven hundred forty-four Vietnamese dong).

Legal Representative

Article 5. The General Director is the legal representative of the Company, having rights and obligations as stipulated in this Charter.

Owner's Representative

Article 6. 1. The representative of the owner of the Company is the Ministry of Industry;

2. Address: No. 54 Hai Ba Trung Street, Hoan Kiem District, Hanoi.

Term of Operation

Article 7. The term of operation of the Company begins from the date of issuance of the Business Registration Certificate.

Objectives of Operation

Article 8. The objectives of the Company's operations are production and business activities aimed at generating profit, in accordance with Vietnamese laws, the Enterprise Law, and this Charter.

Business Fields

Article 9. 1. Production of ceramic and glass products; import and export, and trading in various types of raw materials, equipment, spare parts, and ceramic and glass products;

2. Trading in petroleum, steel, machinery, equipment, spare parts, lighting equipment, chemicals of all kinds (including pesticides, insecticides, disinfectants used in household, medical, and hazardous chemical products);

3. Tourism, hotel, exhibition, advertising, transportation services; real estate trading and brokerage; leasing warehouses and factories;

4. Construction of gas-fired ceramic kilns and manufacturing related accessories; processing specialized ceramic and glass raw materials;

5. Investment consulting, research, training, and technology transfer; design, manufacture, installation of equipment, construction of specialized and civil works;

6. Scientific and technical services and commerce;

7. Other businesses as prescribed by law.

Communist Party of Vietnam and other mass organizations

Article 10. 1. The Communist Party of Vietnam organization within the Company operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and regulations of the Communist Party of Vietnam;

2. Political and social organizations and mass organizations within the Company operate in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and their respective charters.

1. Executive Director: equivalent to Deputy General Director.

Article 11. Definitions

2. In this Charter, any reference to any legal document shall include amendments, replacements, or guiding documents thereof.

3. Any term defined in the Enterprise Law and other legal documents shall have the same meaning in this Charter.

RIGHTS AND OBLIGATIONS OF THE COMPANY

Chapter II

Rights of the Company

Article 12. 1. Right to possess, use, and dispose of the Company's assets. Right to transfer, lease, mortgage, or pledge the Company's assets;

2. To independently choose business fields, investment areas, investment forms, including joint ventures, associations, and capital contributions to other enterprises, and to expand business scale and fields;

3. To actively seek markets and customers both domestically and internationally and directly sign contracts;

4. To independently choose methods and ways to raise funds;

5. To recruit, hire, and utilize labor according to production and business needs;

6. To independently conduct business, proactively apply modern scientific management methods to enhance efficiency and competitiveness;

7. To refuse and report any requests for resources not permitted by law from any individual, agency, or organization, except voluntary contributions for humanitarian and public welfare purposes;

8. Other rights as prescribed by law.

Obligations of the Company

Article 13. 1. To conduct business activities in accordance with the registered business fields;

2. To maintain accounting books, record accounting entries, invoices, and financial reports accurately and truthfully;

3. To register taxes, declare taxes, pay taxes, and fulfill other financial obligations as prescribed by law;

4. To ensure product quality according to registered standards;

5. To declare and periodically report accurate and complete information about the enterprise and its financial situation to the business registration authority; when discovering that declared or reported information is inaccurate, incomplete, or false, promptly correct such information with the business registration authority.

5. Accurately and completely declare and periodically report all information about the enterprise and its financial situation to the business registration authority; when discovering that the declared or reported information is inaccurate, incomplete, or false, they must promptly correct such information with the business registration authority;

6. Prioritize the use of domestic labor, ensure the rights and interests of workers in accordance with the provisions of the Labor Law, respect the right to organize trade unions as stipulated by the Trade Union Law;

7. Comply with the provisions of the laws on national defense, security, public order, social safety, resource protection, environmental protection, and the preservation of historical, cultural relics, and scenic spots;

8. Fulfill other obligations as prescribed by law.

Chapter III

RIGHTS AND DUTIES, RESPONSIBILITIES

OF THE MINISTRY OF INDUSTRY

Article 14. Rights and powers of the Ministry of Industry

The Ministry of Industry has the following rights and powers over the Company:

1. Approve the Charter of the Company upon establishment and any amendments and supplements to the Charter proposed by the Chairman of the Company;

2. Decide on the adjustment of the registered capital of the Company. Adjustments to the registered capital shall be carried out in accordance with the principles set forth in Article 30 of this Charter;

3. Decide on the transfer of part or all of the registered capital of the Company to other organizations or individuals. Transfers of part or all of the registered capital of the Company shall be conducted in accordance with the principles specified in Article 46 of this Charter;

4. Decide on investment projects, purchases, sales of assets, loan contracts, and lending contracts with a value equal to or greater than 50% of the total asset value recorded in the most recent financial report, based on the proposal of the Chairman of the Company;

5. Decide on the overall organizational structure for managing the Company;

6. Appoint, dismiss, and determine salaries, bonuses, and other benefits for the Chairman of the Company;

7. Organize supervision, monitoring, and evaluation of the business operations of the Company and the management activities of the Chairman of the Company in accordance with the provisions of the law;

8. Approve the annual financial reports, and decide on the profit distribution plan or loss handling plan submitted by the Chairman of the Company;

9. Decide on the forms and measures for restructuring the Company as provided for in Chapter VIII of this Charter;

10. Other rights as prescribed by the Enterprise Law and this Charter.

Article 15. Duties and responsibilities of the Ministry of Industry

1. The Ministry of Industry fulfills the duties and responsibilities of the Shareholder as stipulated in Clause 1 of Article 27, Clause 1 of Article 46, Clause 2 of Article 47, and Article 48 of the Enterprise Law;

2. Other duties as prescribed by law and this Charter.

 

Article 16. Implementation of the rights and responsibilities of the Ministry of Industry

The Ministry of Industry organizes the implementation of the rights and responsibilities of the Shareholder's representative in accordance with the law.

Ministries, agencies equivalent to ministries, government agencies, provincial People's Committees perform state management functions in accordance with the Enterprise Law and relevant laws within their assigned areas of responsibility.

Chapter IV

ORGANIZATION AND MANAGEMENT OF THE COMPANY

Article 17. Structure of the Company's Management Organization

The structure of the Company's management organization includes:

1. Chairman of the Company;

2. General Director of the Company;

(The Chairman of the Company may concurrently hold the position of General Director of the Company)

3. Executive Directors;

4. Specialized and operational departments.

Article 18. Functions of the Chairman of the Company

The Chairman of the Company has full authority to make decisions on all matters related to the objectives and interests of the Company, except those matters within the jurisdiction of the Ministry of Industry as stipulated in Article 14 of this Charter.

Article 19. Powers and duties of the Chairman of the Company

1. The Chairman of the Company has the power to decide on the following matters:

a) Delegate to the General Director the decision-making authority for investment projects, purchase and sale contracts, loan and lending contracts, and other contracts with a value less than 50% of the total asset value recorded in the most recent financial report of the Company;

b) Appoint, dismiss, remove from office, and determine salary levels and other benefits for the General Director in accordance with the law, subject to approval by the Ministry of Industry;

c) Supervise and monitor the General Director in the performance of functions and duties as prescribed by the Enterprise Law and this Charter;

2. Based on proposals from the General Director, the Chairman of the Company has the power to decide on the following matters:

a) Approve the Company's annual plan, including business, financial, and labor plans;

b) Approve market development strategies, marketing, and technology solutions;

c) Approve organizational plans for the Company, staffing of the management structure, and management regulations; approve the establishment of subordinate units, branches, and representative offices of the Company;

d) Appoint, dismiss, reward, and discipline Executive Directors of the Company.

3. The Chairman of the Company has the right to request the Ministry of Industry to decide on the following matters:

a) Approve investment projects, asset purchases and sales, loan and lending contracts with a value equal to or greater than 50% of the total asset value recorded in the most recent financial report of the Company;

b) Approve the financial reports and profit utilization plans of the Company;

c) Adjust the registered capital of the Company;

d) Amend and supplement the Charter of the Company.

4. Other rights and duties as prescribed by law and this Charter.

Article 20. Criteria, appointment, dismissal, and replacement of the Chairman of the Company

1. The Chairman of the Company is appointed, dismissed, rewarded, and disciplined by the Minister of Industry. The term of office of the Chairman of the Company is five years and may be reappointed.

2. The Chairman of the Company must meet the following basic criteria:

a) Be a Vietnamese citizen residing in Vietnam;

b) Have business and corporate management capabilities;

c) Be in good health, have good moral character, be honest, incorruptible, understand the law, and have a sense of compliance with the law;

d) Not concurrently hold leadership positions in the state apparatus or political organizations or political-social organizations;

đ) Not fall under the category prescribed in Article 94 of the Bankruptcy Law.

3. The Chairman of the Company will be dismissed and replaced in the following cases:

a) Violating the legal provisions regarding the criteria for the Chairman of the Company;

b) Making decisions beyond the scope of authority as stipulated in this Charter, leading to serious consequences for the Company's business operations;

c) Being dishonest in exercising powers or using positions and powers for personal gain or the benefit of others;

d) When the Company fails to complete tasks or targets assigned by the Ministry of Industry;

đ) Violating the law to the extent that prosecution is required;

e) Losing or being restricted in civil capacity;

g) Resigning;

h) When there is a decision to transfer or assign other work.

4. The Chairman of the Company is responsible before the Ministry of Industry and before the law for their decisions, and fulfills the obligations stipulated in Article 86 of the Enterprise Law.

Article 21. Remuneration System for the Chairman of the Company

The Chairman of the Company receives annual salary and bonuses corresponding to the operational efficiency of the Company, as determined by the Ministry of Industry.

Article 22. Conditions for Participation in Management of Other Enterprises by the Chairman and General Director of the Company

The Chairman and General Director of the Company may only establish or hold management positions in other limited liability companies or joint-stock companies when nominated for such positions by the Ministry of Industry or appointed as legal representatives of the Company with respect to the capital contribution in those enterprises.

The spouse, father, mother, children, brothers, sisters, and half-siblings of the Chairman and General Director of the Company shall not hold the position of Chief Accountant or Cashier at the same Company.

Article 23. General Director of the Company

The General Director is appointed by the Chairman of the Company after obtaining approval from the Ministry of Industry, and is responsible to the Chairman of the Company and the law for the daily operation of the Company. The General Director receives an annual remuneration system and bonuses corresponding to the operational efficiency of the Company.

Article 24. Duties and Authorities of the General Director

The General Director of the Company has the following duties and authorities:

1. Deciding on issues related to the daily operations of the Company. Organizing the implementation of production and business plans, financial plans, labor plans, and approved investment projects;

2. Deciding on investment projects, purchase and sale contracts, loan and lending contracts, and other contracts with a value below 50% of the total asset value reported in the most recent financial report of the Company, according to the classification by the Chairman of the Company;

3. Recommending to the Chairman of the Company to decide on organizational schemes, management regulations of the Company; development strategies, long-term and annual plans of the Company, capital raising schemes, joint venture schemes;

4. Appointing, dismissing, and disciplining managerial positions within the Company, except for those positions appointed by the Chairman of the Company. Recommending to the Chairman of the Company to appoint, dismiss, reward, and discipline the Executive Directors of the Company;

5. Deciding on salaries and allowances for employees and managers under their authority within the Company;

6. Reporting to the Chairman of the Company on the results of the Company's business activities;

7. Being subject to inspection and supervision by the Chairman of the Company and the Ministry of Industry regarding the performance of functions and duties as prescribed by law and the Articles of Association;

8. Deciding on the issuance of internal management regulations within the Company;

9. Inspecting subordinate units' compliance with internal standards, quotas, and unit prices set within the Company;

10. Other rights and duties as decided by the Chairman of the Company and the Articles of Association.

Article 25. Obligations and Responsibilities of the General Director

In addition to fulfilling the duties and responsibilities prescribed in legal documents concerning state-owned limited liability companies with one member, the General Director also has the following obligations and responsibilities:

1. To perform assigned rights and duties honestly and diligently for the benefit of the Company.

2. Not to take advantage of their position and powers, use the Company's assets for personal gain or for others; not to transfer the Company's assets to others; not to disclose the Company's secrets without the Chairman of the Company's approval.

3. When the Company fails to pay its debts and other financial obligations due:

a) Must inform all creditors of the Company's financial situation;

b) Shall not increase salaries, nor allocate profits for bonuses for the Company's staff, including managers;

c) Shall be personally responsible for losses incurred by creditors due to non-compliance with the obligations specified in points a and b of this clause;

d) Propose measures to address financial difficulties of the Company.

4. In case of violation of the Company's Articles of Association, exceeding authority, abusing power causing damage to the Company and the State, they must bear responsibility for compensation for damages caused according to the law and the Company's Articles of Association.

5. In case of managing the Company without achieving business performance targets, resulting in losses, capital depletion, failing to ensure minimum wages for workers, or causing management, asset, accounting, auditing, and other violations prescribed by the State, they will not receive bonuses or be subject to legal penalties.

6. In case of implementing investment projects not in accordance with plans, schedules, and quality standards, leading to Company losses, they will be disciplined according to the severity of the offense, and if damage occurs, they must compensate according to the law.

7. Other obligations as prescribed by law and the Company's Articles of Association.

Article 26. Executive Directors and Professional Departments

1. The Company has Executive Directors assisting the General Director in managing tasks as delegated and authorized by the General Director; they are responsible to the General Director for the tasks delegated or authorized by the General Director.

2. Professional departments have the function of advising and assisting the Chairman of the Company and the General Director in management and operation, including:

a) Office;

b) Accounting and Finance Department;

c) Technical Department;

d) Import and Export Department;

đ) Delivery and Domestic Sales Department;

e) Raw Materials Sales Department;

g) Marketing Department.

Article 27. Subordinate Units Dependent on Financial Accounting

1. Subordinate units of the Company dependent on financial accounting, having separate accounts and seals for transactions authorized by the General Director, in accordance with the organizational and operational regulations of subordinate units submitted by the General Director and approved by the Chairman of the Company;

2. The organizational structure of subordinate units includes a Director, Deputy Directors, and professional departments to assist. The Directors of subordinate units are proposed by the General Director and appointed by the Chairman of the Company;

4. Deputy Directors of subordinate units are proposed by the Directors of subordinate units and appointed by the General Director;

5. Based on assigned tasks, the Directors of subordinate units propose to the General Director for approval of an organizational structure suitable for the scale of their production and business activities.

Chapter V

THE WORKING GROUP OF EMPLOYEES IN THE COMPANY

Article 28. The working group of employees in the Company

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

a) The General Assembly or the Workers' and Staffs' Representative Assembly of the Company;

b) The Trade Union Organization of the Company;

c) The People's Inspection Board of the Company;

d) Implementing the right to make suggestions, complaints, and denunciations as prescribed by law.

2. Employees have the right to discuss and provide opinions before the competent authority makes decisions on the following issues:

a) Directions, tasks, plans, measures for developing production and business operations, and reorganizing production of the Company;

b) Ownership conversion of the Company;

c) Internal regulations and rules of the enterprise directly related to the rights and obligations of employees;

d) Measures for labor protection, improving working conditions, material and spiritual life, environmental hygiene, training, and retraining of employees of the Company;

đ) Conducting a poll of confidence votes for the positions of Director and Deputy Director when required.

3. Through the General Assembly or the Workers' and Staffs' Representative Assembly, employees have the right to discuss and vote on the following issues:

a) The content or supplementation, modification of the content of the Collective Labor Agreement for the representative of the employee group to negotiate and sign with the General Director of the Company;

b) Rules for using welfare funds, rewards, and other plan indicators of the Company directly related to the rights and obligations of employees in accordance with the guidance of relevant legal provisions;

c) The program of activities and evaluation of the results of the People's Inspection Board;

d) Electing the People's Inspectorate Board.

Article 29. LABOR RELATIONS IN THE COMPANY

Labor relations between the Company and employees shall be carried out in accordance with the laws on labor.

Chapter VI

FINANCIAL ASPECTS OF THE COMPANY

Article 30. The registered capital of the Company at June 30, 2004 was 20,333,581,744 Vietnamese dong.

1. The registered capital of the Company recorded in Article 4 of this Charter is the capital of the Owner at the time of establishing the Company.

2. During the course of operation, the registered capital may increase due to:

a) Retained profits after tax to supplement the Company;

b) Capital supplemented by the Owner to the Company;

c) Other cases of capital supplementation such as: amounts paid to the state budget but retained according to regulations; various types of capital from the budget considered as state budget according to the regulations of the Ministry of Finance, etc.

3. Adjustments to increase or decrease the registered capital of the Company are decided by the Owner.

4. In all cases of increasing or decreasing the registered capital, the Company must promptly adjust in the balance sheet, announce the registered capital, and complete the procedures for adjusting the registered capital in the Company Charter.

5. The Owner can only withdraw invested capital from the Company in the case of reducing the registered capital. In cases where there is no adjustment to the registered capital, the Owner can only withdraw capital through the form of transferring all or part of the capital to other organizations or individuals.

6. For capital that the Owner has committed to supplement for the Company, the Owner has the responsibility to invest the full amount according to the agreed deadline. If, after two years, the Owner does not fully invest the committed capital within the agreed period, the Owner must adjust the registered capital of the Company.

7. The process of deciding to adjust the registered capital by the Owner shall be carried out in accordance with the legal regulations of the State regarding the authorized agency or organization as the Owner of the Company.

Article 31. Financial Management Regulations of the Company

The management of capital, assets, revenue, expenses, and cost of the Company shall be carried out in accordance with the Financial Management Regulations of the Company issued by the Chairman of the Company. The content of the Financial Management Regulations of the Company must comply with current legal provisions on the financial mechanism of a wholly state-owned limited liability company and basic principles of financial management of the Company as stipulated in Circular No. 58/2002/TT-BTC dated June 28, 2002, of the Ministry of Finance.

Article 32. Profit, profit utilization, and funds of the Company

1. The total profit of the Company includes operating profit, financial profit, and other profits.

2. After paying corporate income tax according to the Corporate Income Tax Law and covering previous year losses that cannot be deducted from pre-tax profit, the realized profit of the Company shall be used as follows:

a) Allocate 10% to establish a financial reserve fund, and stop allocating when the balance of this fund reaches 25% of the registered capital;

b) After deducting the amount allocated under a), the remaining profit shall be used for:

- Allocating up to 10% to establish a reward fund;

- Allocating up to 10% to establish a welfare fund;

- Allocating up to 5% to establish a bonus fund for the Management Board. The allocation amount shall not exceed 100 million VND provided that the pre-tax profit rate on owner's equity of the Company is equal to or greater than the planned profit rate; if the actual pre-tax profit rate is lower than the plan, corresponding reductions shall be made;

- Allocating at least 30% to supplement the capital of the Company;

- The remaining portion shall be decided by the Ministry of Industry to retain for further capital supplementation of the Company, allocate for investment in other enterprises, or pay to the state budget.

3. The financial reserve fund is used for:

a) Covering losses and damages to assets occurring during business operations after deducting compensation from related organizations, individuals, and insurance organizations;

b) Covering losses of the Company as decided by the Ministry of Industry.

4. The reward fund of the Company is used to award end-of-year or regular bonuses to employees of the Company, including the Chairman of the Company, General Director, and external individuals who contribute to helping the Company in its business operations.

The Chairman of the Company approves the plan for using the reward fund presented by the General Director. The General Director decides the specific bonus amounts for employees and is responsible to the Chairman of the Company for his decisions.

5. The welfare fund is used for:

a) Investing in and repairing welfare facilities of the Company or contributing capital to jointly build welfare facilities with other units (if any) according to the agreement of the contract;

b) Spending on sports, cultural, and public welfare activities for the working group of employees in the Company;

c) Contributions to funds or expenditures for public welfare activities of the local authority where the Company's headquarters is located (including charitable work, building houses of sympathy);

d) Regular and emergency assistance to employees of the Company, including retired, disabled, and resigned employees.

6. The use of the aforementioned funds must be conducted openly according to the regulations on grassroots democracy and state provisions.

7. When the Company has not fully settled its due debts and other financial obligations, the Company shall not establish incentive funds, welfare funds, or management board bonus funds, and the Shareholder shall not withdraw profits from the Company. In this case, anyone who decides to establish other funds or distribute profits shall be responsible for recovering them; if recovery is not possible, they must compensate for the losses.

Financial plans, accounting, auditing

Article 33. 1. Investment schemes, long-term and annual financial plans of the Company are established by the General Director of the Company based on the business plan approved by the Chairman of the Company. Investment and financial plans are developed in accordance with forms suitable to current laws applicable to state-owned joint-stock companies with a single member.

2. Annual investment construction plans are prepared in accordance with the current investment construction management regulations.

3. The Chairman of the Company decides the Company's financial plan and reports it to the Ministry of Industry as a basis for supervising and evaluating the management and operation results of the Chairman of the Company and the General Director.

4. The Company organizes and implements internal auditing in accordance with the regulations of the Ministry of Finance to serve the management operations of the General Director and the supervision and inspection operations of the Chairman of the Company.

5. At the end of each accounting period (quarter, year), the Company prepares the Financial Report in accordance with the current laws on financial reporting for state-owned joint-stock companies with a single member.

The Chairman of the Company is responsible for reviewing the Company's Financial Report and bears responsibility for the authenticity of the reviewed financial report data. After the review, the Company submits the Financial Report to relevant agencies in accordance with the current regulations of the Ministry of Finance and requests approval from the Ministry of Industry.

The Ministry of Industry approves the Company's Financial Report within fifteen days from the date of receipt of the Company's Financial Report. The approval document for the Financial Report must be sent to the Company and the agency receiving the Financial Report in accordance with current regulations.

Corporate financial accounting

1. The Company uses independent accounting and financial autonomy in business operations in accordance with the Enterprise Law, other legal provisions, and the Company's Charter;

Article 34. 2. The unit of currency used in the Company's accounting books is the Vietnamese Dong. The language used in the Company's accounting books is Vietnamese.

MANAGEMENT OF THE COMPANY'S CAPITAL IN OTHER ENTERPRISES

Forms of investment in other enterprises

Chapter VII

During its operations, depending on business needs, the Company may invest capital in other enterprises.

Article 35. 2. Forms of investment in other enterprises:

1. a) Joint venture capital contribution;

b) Capital contribution to establish a limited liability company;

c) Capital contribution to establish a joint stock company or purchase shares of another enterprise;

d) Other forms of investment as prescribed by law.

The Company's capital invested in other enterprises

The Company's capital invested in other enterprises includes:

Article 36. 1. Capital in the form of money, value of land use rights or leased land, and the value of assets owned by the Company that are invested or contributed to other enterprises;

2. Capital contributed by the Shareholder to other enterprises managed by the Company;

3. Capital borrowed by the Company for investment;

4. Income from the Company's capital contributions in other enterprises;

5. Other types of capital.

Authority to decide on capital contributions to other enterprises

1. The Ministry of Industry decides on capital contributions valued at fifty percent or more of the total asset value recorded in the most recent financial report;

Article 37. 2. The Chairman of the Company decides on capital contributions valued less than fifty percent of the total asset value recorded in the most recent financial report;

3. The Chairman of the Company delegates authority to the General Director to decide on capital contributions valued at less than thirty percent of the total asset value recorded in the most recent financial report.

Legal representative for the Company's capital contributions in other enterprises

In cases where the Company invests capital or holds controlling shares in other enterprises, the General Director of the Company or a person authorized by the General Director shall be the legal representative for such capital.

Article 38. 2. The legal representative for the Company's capital contributions in other enterprises has the following rights and obligations:

1. a) To perform the duties and powers of shareholders, contributing members, or joint venture parties in enterprises with the Company's capital contributions;

b) To use the Company's controlling shares to guide the enterprise towards goals set by the Company;

c) To participate in the election or nomination of Company representatives to the management and operation bodies of enterprises receiving capital contributions in accordance with the enterprise's charter;

d) To monitor and supervise the business operations of enterprises with the Company's capital contributions;

đ) To implement a reporting system to the Chairman of the Company regarding the effectiveness of the Company's capital usage in enterprises;

If the reporting system is not followed, if the representative abuses their position, or if they act negligently causing damage to the Company, they must bear responsibility and compensate for the material losses caused by themselves in accordance with the law.

e) To seek the Chairman of the Company's opinion before participating in voting on business directions, plans, changes in registered capital, profit distribution, sale of assets worth more than fifty percent of the enterprise's asset value, and other issues decided by the Chairman of the Company.

In case of failing to comply with the reporting regime as prescribed, taking advantage of the representative rights for their share capital, being negligent and causing damage to the Company, they shall bear responsibility and compensate for material damages caused by themselves according to the provisions of the law.

e) Seek the Chairman's opinion before participating in voting on business directions, business plans, changes in registered capital, profit distribution, sale of assets valued at more than 50% of the value of the enterprise's assets contributed by the Company, and other issues decided by the Chairman;

g) Shall be responsible to the Chairman of the Company for the effectiveness of the capital contribution usage of the Company in other enterprises.

Chapter VIII

REORGANIZATION, DISSOLUTION, AND TRANSFORMATION OF THE COMPANY

Article 39. Measures to reorganize the Company without changing the form of ownership and the legal status of the Company

1. Merger of another enterprise with the same Owner into the Company;

2. The Company merges with another enterprise with the same Owner;

3. Splitting the Company;

4. Spinning off the Company;

5. Other measures that change the operational objectives of the Company.

Article 40. Decision on Reorganization Measures

The Ministry of Industry decides specific reorganization measures for the Company in accordance with Article 39 of this Charter.

Article 41. Procedures and Formalities for Reorganization of the Company

1. The Ministry of Industry organizes the preparation of the plan and decides on the reorganization of the Company;

2. The decision on reorganization of the Company shall be sent to creditors and notified to employees within fifteen days from the date of the reorganization decision;

3. In cases where reorganization leads to changes in business objectives, industries, registered capital, the Company must re-register or supplement registration with the competent authority for business registration. The business registration dossier must include the reorganization decision.

Article 42. Responsibilities of the Company during Reorganization

1. For the case of splitting the Company, the Company ceases to exist; newly formed enterprises from the split of the Company jointly bear responsibility for unpaid debts, labor contracts, and other property obligations of the Company;

2. For the case of spinning off the Company, the Company and the spun-off enterprise jointly bear responsibility for unpaid debts, labor contracts, and other property obligations of the Company;

3. For the case of merger, the merged Company enjoys legitimate rights, bears responsibility for unpaid debts, labor contracts, and other property obligations of the merged enterprises;

4. For the case of absorption, the absorbing Company enjoys legitimate rights, bears responsibility for unpaid debts, labor contracts, and other property obligations of the absorbed enterprise.

Article 43. Dissolution of the Company

The Company shall be dissolved in the following cases:

1. The Company suffers prolonged losses but has not yet reached the state of inability to pay maturing debts;

2. The Company fails to fulfill assigned tasks after applying necessary measures;

3. The Owner deems it unnecessary to continue the operation of the Company.

Article 44. Decision on Dissolution

The Ministry of Industry has the right to decide on the dissolution of the Company in accordance with the law. The dissolution decision must be sent to the business registration authority, creditors, persons with rights, obligations, and interests related to the Company, and employees within seven days from the date of the dissolution decision.

Article 45. Liquidating assets

The Ministry of Industry establishes a Liquidation Board to advise on the decision to dissolve the Company and organize the implementation of the dissolution decision in accordance with the law.

Article 46. Transformation of the Company

1. The Company must transform into another legal form when the Owner transfers part or all of the registered capital to another organization or individual.

2. The transformation of the Company shall be carried out through the following measures:

a) Privatization of the Company;

b) Transfer of all or part of the registered capital to become a limited liability company with two or more shareholders;

c) Hand over the Company to a group of workers to become a joint-stock company, a limited liability company with multiple shareholders, or a cooperative.

3. The procedures and formalities for transforming the Company shall be implemented in accordance with current laws corresponding to each form of transformation.

Chapter IX

BOOKS AND RECORDS OF THE COMPANY

Article 47. Reporting and Management of Books and Records of the Company

1. Quarterly, the Chairman of the Company is responsible for sending the following documents to the Ministry of Industry:

a) Financial and accounting reports;

b) Reports on labor and wages;

c) Reports on investment situation and project implementation (if applicable).

In exceptional cases, the Ministry of Industry has the right to request the Chairman of the Company to provide any relevant records or documents concerning the implementation of the rights of the Ministry of Industry as stipulated in this Charter.

2. The General Director is responsible for organizing the retention and confidentiality of the Company's records and documents.

3. Employees in the Company have the right to seek information about the Company through the Workers' Congress and the People's Inspection Committee.

Article 48. Disclosure of Information

1. The General Director is responsible for deciding and bearing responsibility for the disclosure of information outside the Company. The department responsible for retaining records and documents of the Company may only provide information externally according to the decision of the General Director or a person authorized by the General Director.

2. Forms, contents, and places for sending information shall comply with relevant legal provisions.

3. In cases where there are requests for inspection or examination by competent state management agencies, the General Director is responsible for organizing the provision of information in accordance with the legal regulations on inspection and examination.

Chapter X

INTERNAL DISPUTES AND AMENDMENTS TO THE COMPANY'S CHARTER

Article 49. Resolution of Internal Disputes

1. All disputes and complaints related to the Company's work between the Owner and the Company, the Owner and the Chairman of the Company, the Chairman of the Company and the General Director or the supporting machinery must be resolved in accordance with this Charter;

2. If the resolution of disputes according to this Charter is not accepted by the parties involved, any party may bring the dispute to the Civil Court in accordance with the legal regulations on civil disputes.

Article 50. Amendment and Supplement to the Charter

In cases requiring amendment or supplementation of this Charter, the Chairman of the Company shall submit to the Ministry of Industry for consideration and decision.

Chapter XI

IMPLEMENTING PROVISIONS

Article 51. Effectiveness

These Statutes consist of 11 Chapters and 51 Articles.

The Chairman, General Director, and all officers and employees of the Company are responsible for implementing these Statutes./.