Decision No. 268/2002/QD-NHNN on the approval of the charter of organization and operation of the Construction Bank Company

Pursuant to …;

Concerning the approval of the charter on organization and operation of

the banking construction company

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GOVERNOR OF THE STATE BANK OF VIETNAM

Pursuant to the Law on the State Bank of Vietnam No. 01/1997/QH10 dated December 12, 1997;

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

Pursuant to Decree No. 15/CP dated March 2, 1993 of the Government stipulating the tasks, powers, and responsibilities for state management of Ministries and ministerial-level agencies;

At the proposal of the Director of the Accounting and Finance Department and the General Director of the Banking Construction Company,

Pursuant to …;

Article 1. Approve the Charter on Organization and Operation of the Banking Construction Company attached hereto comprising 8 Chapters and 27 Articles.

Article 2. This Decision shall take effect 15 days from the date of signature, replacing Decision No. 517/2000/QĐ-NHNN dated December 18, 2000 of the Governor of the State Bank.

Article 3. The Heads of the Office, the Director of the Accounting and Finance Department, the Heads of relevant units under the State Bank, and the General Director of the Banking Construction Company are responsible for implementing this Decision.

CHARTER

ORGANIZATION AND OPERATIONS OF THE BANKING CONSTRUCTION COMPANY

(Approved pursuant to Decision No. 268/2002/QĐ-NHNN dated April 1, 2002)

of the Governor of the State Bank)

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Chapter 1:

GENERAL PROVISIONS

Article 1. The Banking Construction Company (hereinafter referred to as the Company) is an independent state-owned enterprise directly subordinate to the State Bank, established pursuant to Decision No. 03/QĐ-NH15 dated January 20, 1993 of the Governor of the State Bank.

Article 2. The Company carries out the following business activities:

1. Constructing civil, industrial, and specialized warehouse projects within and outside the banking sector.

2. Consulting and investing in construction projects; trading, supplying, and installing equipment for civil, industrial, and warehouse construction projects, electromechanical, refrigeration, construction machinery, production lines, building materials. Maintenance and repair of equipment serving construction projects, air conditioning, elevators, generators, termite and moisture protection.

3. Performing other business activities as prescribed by law.

Article 3. The Company has:

1. Legal personality under Vietnamese law.

2. Vietnamese name: Banking Construction Company.

3. International name: Banking Construction Company.

4. Main office located at Thanh Tri Commune - Thanh Tri District - Hanoi City.

5. Charter on organization and operations, management structure.

6. Capital and proprietary assets, liable for debts within the scope of capital managed by the Company.

7. Seal and opening of bank accounts.

8. Balance sheet, centralized funds according to general regulations.

Article 4. The Company is subject to management by the State Bank and other relevant state management agencies as prescribed by law.

Article 5. The Communist Party of Vietnam organization in 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.

The Trade Union and other political social organizations in the Company operate in accordance with the Constitution and laws of the Socialist Republic of Vietnam.

Chapter 2:

RIGHTS AND OBLIGATIONS OF THE COMPANY

PART I. RIGHTS OF THE COMPANY

Article 6. The Company has the right to manage and utilize capital, land, assets, and other resources assigned by the State in accordance with the law.

Article 7. On the principle of preserving and developing capital, the Company has the right to lease, mortgage, pledge, sell, and liquidate assets belonging to the Company, except for those assets that are the entire main production lines as stipulated by the competent economic technical management agency, which must be approved by the Governor of the State Bank. For land, it shall be carried out in accordance with the law.

Article 8. The Company has the right to organize its management and business as follows:

1. Organize management structures and business operations suitable for the objectives and tasks of the Company.

2. Update technology and equipment.

3. Enter into economic contracts to serve business purposes.

4. Manage, use, train, recruit, hire labor; appoint, dismiss, reward, and discipline heads of departments (except for the Chief Accountant), deputy department heads, and equivalent positions; decide on salaries for positions from assistant level and below.

5. Manage and use the Company's wage fund based on the wage rate already approved by the Governor of the State Bank based on the results of the Company's production and business operations. It may choose and decide on the method of paying wages and bonuses to employees based on ensuring that wages and bonuses are commensurate with productivity and work efficiency. Establish and issue specific labor norms and wage rates at the Company based on the labor norms and wage rates already approved by the Governor of the State Bank.

6. Invite and receive foreign delegations in accordance with the provisions of the State and the Governor of the State Bank to serve the production and business needs of the Company. Propose the Governor of the State Bank to send delegations and individuals abroad for work and study.

Article 9. The Company has financial management rights as follows:

1. Utilize the Company's capital and funds to meet business needs in accordance with the principles of preservation and development.

2. Raise capital in accordance with the law to serve production and business activities while ensuring the interests of lenders and the Company without changing the form of state ownership of the Company.

3. Set up, manage, and use various types of funds in accordance with the guidelines of the Ministry of Finance.

4. Enjoy subsidies, price supports, or other preferential policies of the State when performing production tasks or providing services for national defense, security, disaster prevention, public welfare activities, or supplying products and services according to state pricing policies that do not cover the production costs of such products and services of the Company.

5. Refuse and report any requests for resources not provided for by law from any organization or individual, except for voluntary contributions for humanitarian and public welfare purposes.

PART II: OBLIGATIONS OF THE COMPANY

Article 10. The Company has the obligation to manage and use the capital assigned by the State effectively, preserve it, and develop it. Utilize land, assets, and other resources effectively in accordance with the regulations of the State.

Article 11. The Company has the following obligations:

1. Register for business operations and conduct business within the scope registered. Bear responsibility before the State Bank and relevant state management agencies regarding the results of the Company's operations and bear responsibility before customers and the law regarding products and services provided by the Company.

2. Develop and implement long-term, medium-term, and annual production and business plans.

3. Fulfill obligations towards employees as stipulated by the Labor Code.

4. Implement periodic statistical reporting systems as prescribed by the State and be responsible for the authenticity of the reports.

5. Be subject to inspection by the State Bank and other competent state management agencies as prescribed by law.

6. Comply with the State's regulations on environmental protection, national defense, and national security.

7. Modernize technology and management methods; use proceeds from asset transfers for reinvestment to update equipment and technology of the Company.

8. Adhere to regulations concerning capital management, assets, funds, accounting systems, audit systems, and other systems prescribed by the State, and be responsible for the authenticity and legality of the Company's financial activities.

9. Fulfill tax payment obligations and other payments to the State budget.

10. Publicly disclose annual financial reports.

Chapter 3:

ORGANIZATION AND STRUCTURE OF THE COMPANY

Article 12. The organizational structure of the Company includes:

1. General Director, Deputy General Directors.

2. Specialized departments.

3. Production and business units.

4. Representative offices, Branches.

Article 13.

1. The General Director of the Company is appointed, relieved, promoted, rewarded, and disciplined by the Governor of the State Bank. The General Director is the legal representative of the Company and is responsible before the Governor of the State Bank and the law for all aspects of the Company's activities. The General Director is the highest executive authority in the Company.

2. Deputy General Directors are appointed, relieved, promoted, rewarded, and disciplined by the Governor of the State Bank upon the recommendation of the General Director of the Company. Deputy General Directors assist the General Director in managing certain areas of the Company's operations as delegated by the General Director and are responsible to the General Director and the law for the tasks assigned or delegated by the General Director of the Company.

3. The Chief Accountant is appointed, relieved, promoted, rewarded, and disciplined by the Governor of the State Bank upon the recommendation of the General Director of the Company. The Chief Accountant assists the General Director in directing financial and accounting work and statistics of the Company, having rights and duties as prescribed by law.

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

5. Production units have the function of implementing the Company's production and business tasks.

Article 14. The General Director has the following responsibilities and authorities:

1. Sign to receive capital (including debts), land, and other resources assigned by the State, and be responsible for managing and using them effectively according to the goals and tasks assigned by the Governor of the State Bank.

2. Direct all production and business activities of the Company and be responsible for the results of the Company's production and business. Develop and implement wage rates, capital mobilization schemes, total staffing plans for management and service functions of the Company.

3. Recommend to the Governor of the State Bank to decide on the appointment, relief, reward, and discipline of Deputy General Directors and Chief Accountants; decisions on salaries for Deputy General Directors, Chief Accountants, senior specialists, and equivalent positions. Appointments, reliefs, rewards, disciplines, promotions, and salary grading for remaining positions are within the authority of the General Director of the Company.

4. Decide on the establishment, merger, dissolution of branches, provincial representative offices, specialized departments, production and business units, and report to the State Bank.

5. Determine the functions and responsibilities of specialized departments, production and business units, branches, and representative offices.

6. Be subject to inspection and supervision by the State Bank and other competent state management agencies as prescribed by law. Organize inspections of all activities at dependent units of the Company as prescribed by law.

7. Decide to apply measures exceeding their authority in emergency situations (natural disasters, enemy attacks, fires, accidents) and be responsible for those decisions, while immediately reporting to the Governor of the State Bank and relevant state agencies for further resolution.

Chapter 4:

REPRESENTATIVE OFFICES AND BRANCHES OF THE COMPANY

Article 15. A representative office is a dependent unit of the Company, tasked with representing the interests of the Company through authorization and protecting those interests. A representative office may not engage in production and business operations.

Article 16. A branch is a subsidiary accounting unit of the Company, headed by a Branch Manager, equipped with accountants, treasurers, technical staff, and direct production and business personnel, and operates under the seal regulations prescribed by law.

Article 17. The General Director of the Company has the following rights over representative offices and branches:

1. Issue operational regulations for representative offices and branches.

2. Decide to expand or reduce the organizational form within each representative office and branch based on the effective fulfillment of assigned tasks and the management and development capabilities of each unit.

3. Delegate authority to the Managers of representative offices and branches of the Company to manage all activities of their units according to the operational regulations and the general management and direction mechanisms of the Company. The Managers of representative offices and branches must be responsible to the General Director of the Company and the law for any violations of laws and company regulations.

4. Decides issues related to organizational structure, network, personnel and labor matters (acceptance, termination of employment, promotion, removal from office, rewards, disciplinary actions...), wages, bonuses, and other specific issues as stipulated in the Operating Regulations of the Representative Office and Branch.

Article 18. The Branch Manager has responsibilities and authorities as follows:

1. Proactively implement production and business activities according to the operating regulations and management rules on business operations and financial management of the Company, and sign economic contracts when authorized by the Company's General Director.

2. Proactively arrange, organize, and utilize labor within the unit to maximize the working capacity of staff members in accordance with the Labor Code, and is responsible for ensuring workplace safety.

3. Distribute the unit’s wages and bonuses to employees based on their productivity and work quality, and implement employee benefits as prescribed by the State and the Company.

Chapter 5:

THE WORKING GROUP OF EMPLOYEES IN THE COMPANY

Article 19. The Workers' and Employees' Congress of the Company is a direct form for workers to participate in managing the Company. The Workers' and Employees' Congress has the following rights:

1. Participate in discussing the drafting of collective labor agreements for the representative of the workforce to negotiate and sign with the General Director.

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, evaluation of business management effectiveness, propose measures to protect labor, improve working conditions, material and spiritual life, environmental hygiene, training and retraining of workers of the Company.

Article 20. The Workers' and Employees' Congress operates and functions according to the guidelines of the Vietnam General Confederation of Labor.

Chapter 6:

FINANCIAL ASPECTS OF THE COMPANY

Article 21. The Company is an independent accounting entity implementing management and accounting systems as prescribed by the State, financially autonomous in business operations in accordance with the Law on State-Owned Enterprises, other legal provisions, and the Charter of the Company's organization and operation.

Article 22. The Registered Capital of the Company is: 2,773,332,791 VND

Where:

- Capital from the State budget: 1,466,747,580 VND

- Self-supplemented capital: 1,306,585,211 VND

Chapter 7:

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 23. The restructuring of the Company is decided by the Governor of the State Bank.

Article 24. The dissolution of the Company is decided by the Governor of the State Bank. Upon the decision to dissolve the Company, the State Bank establishes a Dissolution Board. The assets of the dissolved Company will be used to settle outstanding debts as prescribed by law, and any remaining assets will belong to the State.

Article 25. If the Company loses its ability to pay maturing debts after applying necessary financial measures, it shall be handled in accordance with the law on corporate bankruptcy.

Chapter 8:

IMPLEMENTING PROVISIONS

Article 26. These Bylaws apply to the Construction Bank Company. All individuals and units under the Company are responsible for implementing these Bylaws.

Article 27. Any amendments or supplements to these Bylaws must be proposed by the Company's General Director and approved by the Governor of the State Bank.