Decision No. 340/QD-TTg Approves the Charter on Organization and Operation of the Vietnam National Textile and Garment Group

Pursuant to …;

Approving the Charter on Organization and Operation of the Vietnam National Textile and Garment Corporation

______________________________

PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 101/2009/NĐ-CP dated November 5, 2009 of the Government on piloting the establishment, organization, operation, and management of state-owned economic corporations;

Pursuant to Decree No. 25/2010/NĐ-CP dated March 19, 2010 of the Government on converting state-owned companies into limited liability companies with one member and organizing the management of such companies owned by the State;

Pursuant to Decree No. 132/2005/NĐ-CP dated October 20, 2005 of the Government on exercising rights and obligations of the State owner towards state-owned companies and Decree No. 86/2006/NĐ-CP dated August 21, 2006 of the Government amending and supplementing certain articles of Decree No. 132/2005/NĐ-CP;

Pursuant to Decision No. 974/QĐ-TTg dated June 25, 2010 of the Prime Minister on converting the Parent Company - Vietnam National Textile and Garment Corporation into a limited liability company with one member owned by the State;

Considering the proposal of the Board of Members of the Vietnam National Textile and Garment Corporation,

DECISION:

Article 1. Approves the Charter on Organization and Operation of the Vietnam National Textile and Garment Corporation attached hereto.

12/2025/TT-BNNMT dated June 19, 2025 issued by the Minister of Agriculture and EnvironmentThis Decision takes effect from the date of issuance.

Article 3. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, and the Board of Members of the Vietnam National Textile and Garment Corporation shall be responsible for implementing this Decision.

CHARTER

Organization and Operation of the Vietnam National Textile and Garment Corporation
(Attached to Decision No. 340/QĐ-TTg dated March 7, 2011)of the Prime Minister)

ChapterI

GENERAL PROVISIONS

Article 1. Interpretation of terms

1. In this Charter, the following terms and expressions shall be understood as follows:

a) “Vietnam National Textile and Garment Corporation” (hereinafter referred to as the "Corporation") is a business conglomerate operating under the parent company - subsidiary model, without legal personality, comprising: the Parent Company - Vietnam National Textile and Garment Corporation (first-tier enterprise), subsidiaries held by the Vietnam National Textile and Garment Corporation (second-tier enterprises), subsidiaries of second-tier enterprises and subsequent tiers, associated companies, and voluntarily associated companies.

b) “Parent Company - Vietnam National Textile and Garment Corporation” is a first-tier enterprise operating under the form of a limited liability company with one member wholly owned by the State, converted from the state-owned Vietnam National Textile and Garment Corporation according to Decision No. 974/QĐ-TTg dated June 25, 2010 of the Prime Minister.

c) “Units Subordinate to the Vietnam National Textile and Garment Corporation” are dependent accounting units and public service units within the structure of the Vietnam National Textile and Garment Corporation. The list of units subordinate to the Vietnam National Textile and Garment Corporation at the time of approving the Charter is recorded in Appendix I of this Charter.

d) “Subsidiaries of the Vietnam National Textile and Garment Corporation” are companies held by the Vietnam National Textile and Garment Corporation. Subsidiaries can be organized in the forms of joint-stock companies, limited liability companies with one member, limited liability companies with two or more members, and foreign companies as prescribed by law. The list of subsidiaries of the Vietnam National Textile and Garment Corporation at the time of approving the Charter is recorded in Appendix II of this Charter.

đ) “Associated Companies of the Vietnam National Textile and Garment Corporation” are companies holding shares or capital contributions below the controlling level of the Vietnam National Textile and Garment Corporation, bound by benefits and obligations with the Vietnam National Textile and Garment Corporation according to the proportion of capital contribution or the association agreement signed between the company and the Vietnam National Textile and Garment Corporation. Associated companies can be organized in the forms of joint-stock companies, limited liability companies with two or more members, and foreign operating companies. The list of associated companies of the Vietnam National Textile and Garment Corporation at the time of approving the Charter is recorded in Appendix III of this Charter.

e) “Voluntarily Associated Companies with the Vietnam National Textile and Garment Corporation” are enterprises without shares or capital contributions from the Vietnam National Textile and Garment Corporation but voluntarily associate with the Vietnam National Textile and Garment Corporation in forms prescribed by law, bound by benefits and obligations with the Vietnam National Textile and Garment Corporation according to the agreement in the association contract between that company and the Vietnam National Textile and Garment Corporation.

g) “Member Enterprises”: are enterprises directly held by 100% charter capital or held with controlling shares or capital contributions by the Vietnam National Textile and Garment Corporation, its subsidiaries, or subsequent tier subsidiaries; holding controlling rights over such enterprises.

h) “Charter Capital of the Vietnam National Textile and Garment Corporation” is the amount of capital contributed or committed to contribute within a certain period and recorded in this Charter.

i) “Controlling Shares or Capital Contributions of the Vietnam National Textile and Garment Corporation” in other enterprises is the number of shares or the level of capital contribution of the Vietnam National Textile and Garment Corporation exceeding 50% of the charter capital of those enterprises.

k) “Controlling Rights” are the rights of the Vietnam National Textile and Garment Corporation over another enterprise, including at least one of the following rights:

- The right of the sole owner of the enterprise;

- The right of shareholders or contributors holding controlling shares or capital contributions of the enterprise;

- The right to directly or indirectly appoint a majority or all members of the Board of Directors or Board of Members, General Director of the enterprise;

- The right to approve, amend, or supplement the Charter of the enterprise;

- Other controlling situations agreed upon between the Vietnam National Textile and Garment Corporation and the controlled enterprise and recorded in the Charter of the controlled enterprise.

2. Other terms in this Charter have been defined in the Civil Code, the Enterprise Law, and other legal documents, and shall have the meanings as prescribed in those legal documents. The term "law" refers to the laws of the Socialist Republic of Vietnam.

Article 2. Name and headquarters of Vietnam National Textile and Garment Corporation

1. Full name: VIETNAM NATIONAL TEXTILE AND GARMENT CORPORATION

2. International trade name: Viet Nam National Textile and Garment Group

3. Abbreviation: VINATEX

4. Main office address: 25 Ba Trieu Street and 41 Ly Thai To Street - Hoan Kiem District - Hanoi City

Telephone: 04-38257700; Fax: 04-38262269

Website: www.Vinatex.com and www.Vinatex.com.vn

5. Office in Ho Chi Minh City: 10 Nguyen Hue Street - District 1 - Ho Chi Minh City

Article 3. Legal form and legal personality of Vietnam National Textile and Garment Corporation

1. Vietnam National Textile and Garment Corporation is a state-owned joint stock company with 100% state capital investment, operating in accordance with the law and this Charter.

2. Vietnam National Textile and Garment Corporation has legal personality, its own seal, emblem, Vietnamese dong account and foreign currency account opened at State Treasury, domestic and foreign banks in accordance with the law.

3. Vietnam National Textile and Garment Corporation is responsible for succeeding the legal rights, obligations, and legitimate interests of Vietnam National Textile and Garment Corporation as prescribed by law.

Article 4. Objectives and business sectors

1. Business objectives:

a) Profitable business; preserving and developing the state capital invested in VINATEX and VINATEX capital invested in other enterprises; completing other tasks assigned by the state.

b) Maximizing the efficiency of the corporation's operations.

c) Developing an economic group with modern technology, management, and high specialization; multi-sector business, among which textile and garment are the main business sectors; closely linking production and business with science, technology, research, and training; involving various economic components; serving as the backbone for the rapid and sustainable development of the Vietnamese textile and garment industry, effectively competing and integrating into the international economy.

2. Business sectors:

a) Main business sectors.

- Producing and trading, exporting and importing, investing: fashion textile and garment products, raw materials, auxiliary materials, supplies, equipment, spare parts, chemicals, dyes, fashion textile and garment equipment;

- Training, scientific research, technology transfer; vocational training in weaving, yarn, dyeing, industrial sewing, mechanical skills, maintenance, financial accounting, information technology, enterprise management in textile and garment industries...

- Services: product quality inspection, raw material testing, cotton seedling and crop variety testing; investing and trading: infrastructure, industrial zones, urban areas, environmental treatment, markets, supermarkets; consulting, designing, project investment planning in the textile and garment sector, environment.

b) Business sectors related to the main business sectors:

- Trading and exporting and importing: trading, exporting and importing, producing, processing, and manufacturing food, agricultural, forestry, aquatic products, consumer goods, electronics, office supplies;

- Services: technical services and trading in crop varieties, fertilizers, and other agricultural supplies; investment services: design, construction, installation serving the industry, civil construction; supervision, inspection, evaluation services in production, trade, and environmental activities, investment; labor dispatch services for Vietnamese workers working abroad for a limited period; advertising, event organization services; agency purchase and sale of petroleum products; warehousing and bonded warehouse services; financial statement audit and basic construction investment settlement advisory services;

- Financial business: intermediary financial activities, financial investment, banking, banking services, insurance, securities brokerage, other financial services. Acting as an agent for foreign exchange transactions for banks;

- Foreign direct investment; representing foreign companies in Vietnam;

- Other business sectors as prescribed by law.

3. The business sectors specified in Clause 2 of this Article are based on the actual production and business situation of VINATEX at the time of approval of the Charter. The Ministry of Industry and Trade, VINATEX will review the business sectors to focus financial investment on VINATEX's main business sectors and submit to the Prime Minister.

Article 5. Registered Capital of VINATEX

The registered capital of VINATEX is 3,400,000,000,000 VND (three trillion four hundred billion VND).

Article 6. Owners of VINATEX

The State is the owner of VINATEX. The Government uniformly organizes the implementation of the rights and obligations of the owner towards VINATEX. The Prime Minister directly implements or delegates to Ministries, ministerial-level agencies, and agencies under the Government to implement certain rights and obligations of the owner towards VINATEX as prescribed by law.

Article 7. Legal Representative of VINATEX

The legal representative of VINATEX is the General Director of VINATEX.

Article 8. State Management of VINATEX

VINATEX is subject to state management by the Government, Ministries, ministerial-level agencies, agencies under the Government, People's Committees of provinces and centrally governed cities according to the provisions of law.

Article 9. Party Organizations and Political-Social Organizations within VINATEX

1. The Communist Party of Vietnam organization within the Group operates in accordance with the Constitution, laws, and the Charter of the Communist Party of Vietnam.

2. Other political-social organizations within VINATEX operate in accordance with the Constitution, laws, and the charters of those organizations in compliance with the provisions of law.

3. VINATEX respects and creates favorable conditions for the promotion and mobilization to establish Party and mass organizations at enterprises, and admits individuals working at VINATEX into these organizations.

4. VINATEX respects and creates favorable conditions regarding material infrastructure, time, and other necessary conditions for members of Party and mass organizations working at VINATEX to carry out their activities fully as prescribed by law, the charters, and internal regulations of these organizations.

ChapterII

RIGHTS AND OBLIGATIONS OF VINATEX

Section 1

RIGHTS OF VINATEX

Article 10. Rights concerning capital and assets

1. To possess and use the capital and assets of VINATEX for business operations, investment, and to realize lawful benefits from the capital and assets of VINATEX.

2. To dispose of the capital and assets of VINATEX in accordance with the provisions of law.

3. To manage and use the assets and resources allocated or leased by the State, including land and natural resources, in accordance with the provisions of law on land and natural resources, and to fulfill public service tasks assigned by the State. VINATEX is allowed to transfer fixed assets that have been fully depreciated between units invested in by VINATEX with 100% capital to meet production and business needs. The details of such asset transfers are specified in the Financial Management Regulations of the Group.

4. The State does not reallocate capital invested by the State in VINATEX and the capital and assets of VINATEX through无偿方式，除非决定重组VINATEX或实现提供公共产品和服务的目标。

Article 11. Business Rights and Business Organization

1. To proactively organize production and business, coordinate production and business plans, and establish management structures in accordance with business requirements and ensure effective business operations.

2. To engage in businesses, trades, and fields stipulated in the Enterprise Registration Certificate; expand the scale of business operations based on the capacity and market demand both domestically and internationally in compliance with the provisions of law.

3. To seek domestic and international markets and customers, and conclude contracts; decide on the coordination of resources and business cooperation of VINATEX and enterprises within VINATEX as required by the market.

4. To determine purchase prices and sale prices for products and services, except for public utility products and services and those priced by the State.

5. To jointly engage in business with enterprises within VINATEX to enhance the overall production and business efficiency of VINATEX.

6. To decide on investment projects in accordance with the provisions of law on investment; use the capital and assets of VINATEX for joint ventures, collaborations, and contributions to enterprises; lease or purchase part or all of another company domestically or internationally in accordance with the provisions of law.

7. To organize the selection of contractors in accordance with the provisions of law on bidding and apply them to economic groups as prescribed by law.

8. To use the portion of state capital recovered from shareholding, partial or full divestment of capital that VINATEX has invested in affiliated units, subsidiaries, or associated companies in accordance with the provisions of law.

9. To decide on establishing new subsidiaries, restructuring, dissolving, or converting ownership of subsidiaries with a registered capital of up to 50% of the total asset value recorded in the most recent financial report of VINATEX; subsidiaries under the ownership of wholly-owned subsidiaries by VINATEX; subordinate units of VINATEX; branches and representative offices of VINATEX both domestically and abroad; accepting new member units, changing the ownership structure of subsidiaries leading to the loss of control by VINATEX, organizing second-tier enterprises as holding companies operating under the parent-subsidiary model as prescribed by law, after obtaining approval from the Prime Minister.

10. To jointly with other investors (excluding subsidiaries and dependent accounting units of VINATEX) establish new subsidiaries or associated companies domestically and internationally in the forms of limited liability companies, joint-stock companies, and foreign-invested companies, with VINATEX's equity or contribution in each company up to 50% of the total asset value recorded in the most recent financial report of VINATEX. In cases where state budget investment funds are used, approval from the Prime Minister must be obtained.

11. To decide on leasing part or all of another company; purchasing part or all of another company with a capital amount up to 50% of the total asset value recorded in the most recent financial report of VINATEX after obtaining approval from the Prime Minister; accepting another company voluntarily joining the group's association.

12. To select and conclude labor contracts; arrange, utilize, train, reward, discipline, terminate labor contracts; choose remuneration and bonus forms for workers based on production and business performance and the provisions of law on labor, wages, and remuneration.

13. Establish, promulgate, and apply standards, procedures, economic and technical norms, labor norms, unit wage costs, and other expenses based on ensuring business efficiency and compliance with legal regulations.

14. Have other production and business rights according to market needs and in accordance with legal regulations.

Article 12. Financial Rights

1. Raise capital for business through issuing bonds, bills, promissory notes; borrowing from credit institutions and other financial organizations; borrowing from employees and other forms of raising capital as prescribed by law.

The raising of capital for business shall be carried out on the principle of self-responsibility for repayment, ensuring the effective use of raised capital, without changing the form of ownership of VINATEX. In cases where VINATEX raises capital for ownership conversion, it must obtain the consent of the owner and comply with legal regulations.

Overseas borrowing shall be conducted in accordance with legal provisions and must have the approval of the Ministry of Industry and Trade, and the examination and approval of the Ministry of Finance.

2. Independently use capital for VINATEX's business activities; establish, use, and manage VINATEX funds in accordance with legal regulations and the specific characteristics of the main business sector.

3. Decide on depreciation of fixed assets in accordance with current regulations.

4. Enjoy subsidy, price support, or other preferential regimes of the State when performing public welfare, national defense, security, disaster prevention tasks, or providing products and services at state policy prices that do not cover the cost of producing such products and services of VINATEX.

5. Enjoy rewards for innovation and improvement in technology, management, and technology; productivity increase rewards; material and cost-saving rewards. These reward amounts are recorded as business expenses of VINATEX, implemented once with a maximum reward amount not exceeding the effectiveness of the innovation and improvement in technology, management, and technology, productivity increase, material and cost-saving, and production and business efficiency within one year.

6. Enjoy investment and reinvestment preferential regimes as prescribed by law; exercise ownership rights over the capital invested in subsidiaries and other enterprises.

7. Not required to pay corporate income tax on profits derived from contributions to subsidiaries and other enterprises if these subsidiaries and enterprises have already paid corporate income tax before distributing profits to shareholders and are not subject to double taxation or other consolidation methods.

8. Refuse and report any requests to provide resources not stipulated by law from any individual, agency, or organization, except for voluntary contributions for humanitarian and public welfare purposes.

9. After fulfilling tax obligations, loss transfer according to the Law on Corporate Income Tax and other financial obligations as prescribed by law; set up financial reserve funds, distribute and use remaining profits according to legal regulations. In cases where VINATEX still has overdue debts that have not been repaid, salary increases and bonuses for VINATEX employees, including managers, can only be granted after all due debts have been settled.

10. Establish centralized financial funds, including funds for special tasks in the main business sectors as prescribed by relevant laws. The establishment and use of these funds are regulated in the Financial Management Regulations of VINATEX approved by the Ministry of Finance.

11. Guarantee, mortgage, and pledge for subsidiaries to borrow from domestic and foreign credit institutions and banks but not exceeding the total charter capital of VINATEX and as prescribed in the Financial Management Regulations of VINATEX.

12. Have other financial rights as prescribed by law.

Article 13. Rights to participate in public interest activities

1. Producing and supplying public interest products and services based on bidding. For public interest activities carried out under government orders or plans, VINATEX has the obligation to consume public interest products and supply public interest services to the designated recipients at prices and fees set by the State.

2. For public interest tasks assigned by the State, VINATEX shall be guaranteed corresponding material conditions.

For products and services implemented through bidding, VINATEX shall cover costs according to the bid price.

For public interest products and services ordered by the State, VINATEX may use fees or revenues from providing such products and services to cover reasonable costs for public interest activities and ensure benefits for employees. In cases where this is insufficient, the State will subsidize the difference.

3. Establishing and applying cost standards and wage rates in carrying out production and supply tasks of public interest products and services.

4. Being authorized to delegate part or all of the public interest tasks assigned or ordered by the State to member enterprises within VINATEX.

Article 14. Other rights of VINATEX

1. VINATEX controls member enterprises through capital, business operations, services, technology, markets, and brands, pursuant to this Charter and the Charter of the member enterprises or agreements between VINATEX and those enterprises, as stipulated in Chapter V of this Charter.

2. VINATEX and its subsidiaries may implement competitive bidding methods in purchasing goods and services that are outputs of one enterprise but inputs of another within the Group.

3. Subsidiaries of VINATEX have the right to participate in bidding for projects within VINATEX's main business sectors and those of other subsidiaries within the Group.

4. VINATEX has the right to determine salary scales, wage rates, and remuneration systems for employees and managerial staff based on the State’s minimum wage regulations, except for positions of Chairman, Board Member, General Director, Deputy General Directors, and Chief Accountant. VINATEX may independently determine wage rates following the principle that the average wage increase rate should be lower than the productivity growth rate and must register with the competent state agency for labor and wages.

5. When the State assigns land to VINATEX for long-term industrial crop development, VINATEX shall uniformly manage land within the Group to allocate to member enterprises for production according to the land use plan approved by the Government. VINATEX is subject to state management regarding land and has the obligation to ensure the business, exploitation, and utilization rights of VINATEX member enterprises in accordance with the laws on land.

SECTION 2.

OBLIGATIONS OF VINATEX

Article 15. Obligations concerning capital and assets

1. Safeguarding and developing the State investment capital in VINATEX and self-raised capital of VINATEX.

2. Bearing responsibility for debts and other property obligations of VINATEX within the scope of VINATEX's assets.

3. Periodically re-evaluating VINATEX's assets in accordance with the law.

Article 16. Obligations in Business Operations

1. Conduct business within the registered industry and profession; focus on the main industry and profession; ensure the quality of products and services provided by VINATEX according to the registered standards.

2. Modernize technology and management methods to enhance efficiency and competitiveness.

3. Ensure the rights and interests of workers in accordance with the provisions of labor laws.

4. Adhere to state regulations concerning national defense, security, culture, public order, social safety, resource protection, and environmental protection.

5. Implement risk management and insurance for assets, liabilities, and personnel of VINATEX during production and business operations in accordance with the provisions of the law.

6. Be subject to supervision and inspection by the state owner; comply with decisions regarding inspections made by financial authorities and other competent state agencies as stipulated by law.

7. Be responsible to the state owner for the use of investment capital to establish another enterprise or invest in another enterprise.

8. Be subject to state supervision in implementing regulations concerning salary scales, unit prices, wage systems, and remuneration for workers, Chairman, members of the Board of Directors, General Director, Deputy General Directors, Chief Accountant, and other managerial staff.

9. Fulfill other obligations as prescribed by law.

Article 17. Financial Obligations

1. Operate independently financially, balance income and expenditure; conduct business effectively, ensuring profit rate targets set by the state owner; declare and pay taxes fully; fulfill obligations to the state owner and other financial obligations as prescribed by law.

2. Manage and utilize effectively: business capital including investment in other companies; resources, land, and other sources allocated or leased by the state.

3. Use capital and other resources to perform special tasks when requested by the state.

4. Fully comply with capital management systems, asset management, fund systems, accounting records, and auditing procedures as prescribed by law; be responsible for the truthfulness and legality of VINATEX's financial activities.

5. Implement financial reporting systems, annual financial disclosure, and provide necessary information to accurately assess the effectiveness of VINATEX's operations.

6. Fulfill other financial obligations as prescribed by law.

Article 18. Obligations in Public Service Activities

1. Provide public services assigned or ordered by the state in accordance with the specified target groups, prices, and fees as regulated by the state.

2. Accept public service assignments or orders from the state and delegate part or all of these assignments to member companies for implementation in accordance with the law.

3. Implement contracts and business accounting in accordance with the law; be accountable to the state for the results of VINATEX's public service activities; be accountable to customers and the law for public goods and services directly provided by VINATEX.

4. Supply sufficient quantities of public goods and services, ensuring quality, correct target groups, and timely delivery.

5. Fulfill other public service obligations as prescribed by law.

Article 19. Obligations and responsibilities of VINATEX towards member enterprises

1. VINATEX has the following obligations towards member enterprises:

a) To guide the business strategy of subsidiaries in accordance with the Group's business strategy, consistent with the Articles of Association of the subsidiary.

b) To coordinate with member enterprises in seeking, providing inputs, marketing products, and services that individual enterprises cannot undertake, perform ineffectively, or reduce the overall business efficiency of the Group.

c) To take the lead in building, approving, and organizing the implementation of business cooperation plans among member units based on leveraging existing advantages, creating comprehensive strength, effectively utilizing resources, avoiding or minimizing overlapping and scattered investments and operations.

d) To take the lead in implementing activities such as scientific research and technology application, training, marketing, trade promotion, international cooperation, and other services to create conditions for subsidiaries and associated companies to expand and enhance production and business efficiency.

đ) To prioritize the use of research, training, and healthcare services provided by units within the Group on the basis of contracts and legal regulations.

e) To exercise controlling rights over subsidiaries in accordance with the Articles of Association of the company. VINATEX shall not abuse its controlling rights to harm the interests of subsidiaries, associated companies, creditors, shareholders, other capital contributors, and related parties.

2. In cases where the following activities are carried out without agreement with subsidiaries or associated companies, causing damage to these enterprises and related parties, VINATEX shall be responsible for compensating the losses suffered by the enterprise and related parties:

a) Compelling subsidiaries to enter into and fulfill economic contracts that are unequal and disadvantageous to them.

b) Transferring capital and assets of subsidiaries in which VINATEX holds 100% of the charter capital, causing damage to the transferred company, except in the following cases: transfer through payment methods; transferring fixed assets that have been fully depreciated; deciding to reorganize the company; implementing the goal of supplying production and public services.

c) Transferring some profitable business activities (self-developed by subsidiaries) from one subsidiary to another without agreement from the transferred subsidiary, leading to significant losses or severe reduction in profits for the transferred subsidiary.

d) Deciding on production and business tasks for subsidiaries contrary to the Articles of Association of VINATEX and the subsidiary's Articles of Association and laws; assigning tasks to subsidiaries and associated companies not based on cooperative business plans and economic contracts.

đ) Compelling subsidiaries to lend funds to VINATEX or other companies at low interest rates, unreasonable lending and repayment terms, or requiring subsidiaries to provide loan amounts for VINATEX or other subsidiaries to implement economic contracts with high risks to the subsidiary's business activities.

ChapterIII

RIGHTS AND OBLIGATIONS OF THE OWNER TOWARDS VINATEX

Article 20. Rights and Obligations of the Owner towards VINATEX

1. The rights of the State owner towards VINATEX include:

a) Deciding on the establishment, organizational structure, management mechanism, restructuring, dissolution, and ownership transformation of VINATEX.

b) Deciding on the objectives, strategies, long-term plans, production and business plans, and five-year and annual investment development plans for VINATEX's industries and trades.

c) Approving the Charter, approving amendments and supplements to the Charter of VINATEX.

d) Deciding on the investment of capital to form the registered capital and adjust the registered capital of VINATEX.

đ) Deciding on investments, capital contributions, joint ventures, and joint operations within the scope of authority; approving policies on borrowing, lending, leasing, and subleasing by VINATEX.

e) Establishing financial systems for VINATEX, income distribution, reserve fund establishment and utilization.

g) Deciding on the appointment, reappointment, dismissal, commendation, and disciplinary action against the Chairman of the Board of Members, members of the Board of Members, and Supervisors.

Approving the Board of Members to appoint, reappoint, dismiss, commend, and discipline the General Director of VINATEX.

h) Establishing wage systems, salary allowances, bonuses, and determining salary levels and allowances for the Chairman of the Board of Members, members of the Board of Members, Supervisors, and the General Director of VINATEX.

i) Establishing ordering systems, bidding or task assignment, selling prices, and price subsidies for implementing production and supplying public goods and services.

k) Organizing inspections and supervision of the implementation of objectives and tasks, executing decisions of the owner, and evaluating the operational effectiveness of VINATEX.

2. The State owner has the following obligations towards VINATEX:

a) Investing sufficient registered capital for VINATEX.

b) Implementing correctly the provisions related to the owner in the Charter of VINATEX.

c) Bearing responsibility for debts and other property liabilities of VINATEX within the scope of its registered capital.

d) Being responsible under the law when deciding on investment projects; approving policies on buying, selling, borrowing, lending, leasing, and subleasing within the scope of authority.

đ) Ensuring the right to independent business operation and self-responsibility according to the law for VINATEX without illegal interference in its business activities.

e) Fulfill other obligations as prescribed by law.

Article 21. Allocation and Delegation of the Owner’s Rights and Obligations towards VINATEX

1. The Prime Minister directly implements the owner’s rights and obligations towards VINATEX and the state-owned capital at VINATEX as follows:

a) Deciding on the establishment, organizational structure, restructuring, dissolution, and ownership transformation of VINATEX based on the proposal of the Ministry of Industry and Trade and opinions from the Ministries of Finance and Planning and Investment.

b) Approving the objectives, strategies, long-term plans, production and business plans, and five-year investment development plans for VINATEX's industries and trades based on the proposal of the VINATEX Board of Members, assessment by the Ministry of Industry and Trade, and opinions from the Ministries of Planning and Investment and Finance.

c) Approving the Charter, approving amendments and supplements to the Charter of VINATEX's organization and operation based on the proposal of the VINATEX Board of Members, assessment by the Ministry of Industry and Trade, and opinions from the Ministries of Planning and Investment and Finance.

d) Deciding on the investment of capital to form the registered capital and adjust the registered capital during the operation of VINATEX based on the proposal of the VINATEX Board of Members, opinions from the Ministry of Industry and Trade, and assessment by the Ministry of Finance.

đ) Approving large-scale investment projects of VINATEX, external investment projects with a value exceeding 50% of the total asset value recorded in the most recent financial report of VINATEX, in accordance with laws on investment, this Charter, and relevant legal documents.

e) Deciding on the appointment, dismissal, removal, commendation, and disciplinary action against the Chairman and members of the VINATEX Board of Members based on the proposal of the Minister of Industry and Trade and assessment by the Ministry of Home Affairs.

g) Approving the VINATEX Board of Members to decide on the appointment, dismissal, removal, commendation, and disciplinary action against the General Director of VINATEX based on the proposal of the VINATEX Board of Members and assessment by the Ministry of Industry and Trade.

h) Approving the VINATEX Board of Members to decide on establishing new companies, restructuring, dissolving, and transforming ownership of wholly owned limited liability subsidiaries with each company's registered capital not exceeding 50% of the total asset value recorded in the most recent financial report of VINATEX; wholly owned limited liability subsidiaries of subsidiaries held 100% by VINATEX; units directly under VINATEX; domestic and foreign branches and representative offices of VINATEX; investing in other companies, accepting new unit members, changing ownership structures of subsidiaries that lose control by VINATEX, organizing second-level enterprises into holding companies operating under the parent-subsidiary model as stipulated by law.

i) Determining selling prices and price subsidies for VINATEX when participating in supplying public goods and services.

k) Requesting VINATEX to regularly or urgently report information about its business and financial activities as stipulated in Chapter VIII of this Charter.

2. The Ministry of Industry and Trade:

a) Submitting to the Prime Minister for decision: establishment, restructuring, dissolution, and ownership transformation of VINATEX; appointment, reappointment, dismissal, removal, commendation, and disciplinary action against the Chairman and members of the VINATEX Board of Members.

b) Reviewing: the Charter of VINATEX's organization and operation, amendments and supplements to the Charter of VINATEX's organization and operation; industries and trades; additional industries and trades; objectives, strategies, long-term plans, production and business plans, and five-year investment development plans; appointments, reappointments, dismissals, contract signings, commendations, and disciplinary actions for the General Director proposed by the VINATEX Board of Members to the Prime Minister.

c) Provide opinions for the Prime Minister to decide on investment capital to form and adjust the charter capital of VINATEX; approve the Board of Members of VINATEX to decide on establishing new companies, restructuring, dissolving, converting ownership of wholly-owned limited liability subsidiaries with each company's charter capital up to 50% of the total asset value recorded in the most recent financial report of VINATEX, wholly-owned limited liability subsidiaries under the 100% charter capital control of VINATEX, units directly under VINATEX, branches, representative offices of VINATEX both domestically and abroad, investment contributions to other companies, accepting new member units, changes in ownership structure that would deprive VINATEX of controlling rights, organizing secondary enterprises into holding companies operating under a parent-subsidiary model.

d) Decide on the appointment, reappointment, dismissal, removal from office, commendation, and disciplinary action against the Supervisors of VINATEX after obtaining opinions from the Ministries of Finance, Planning and Investment, and Home Affairs.

đ) Decide on salary grading, salary increase, and salary allowances for the Chairman and members of the Board of Members of VINATEX.

e) Chair together with the Ministry of Planning and Investment and the Ministry of Finance to review and approve the annual production, business, and development investment plan of VINATEX; provide opinions for the Ministry of Finance to approve VINATEX’s foreign borrowing.

g) Assign the annual return on equity target for VINATEX and monitor, evaluate its implementation according to the law.

h) Organize supervision and evaluation of VINATEX's production and business activities.

i) Monitor, inspect, supervise the implementation of objectives, strategies, plans, tasks, execution of owner decisions, and assess the effectiveness of VINATEX's operations.

k) Monitor, inspect, supervise, and annually report to the Prime Minister on the implementation of this Charter; promptly identify and report to the Prime Minister issues requiring amendments and supplements to meet the actual development needs of the enterprise and state management over VINATEX.

l) Be responsible for the implementation of procedures, formalities, standards, qualities, and capabilities of the Board of Members and General Director of VINATEX submitted to the Prime Minister for appointment or approval of appointment.

m) Decide on other matters within the authority of the industry management ministry as prescribed by law.

n) Perform other rights as prescribed by law and delegated by the owner.

3. Ministry of Finance:

a) Review for the Prime Minister to decide on investment capital to form and adjust the charter capital during VINATEX's operation; implement investment capital to form and adjust the charter capital according to the Prime Minister's decision.

b) Approve the Financial Management Regulations of VINATEX at the proposal of the Board of Members of VINATEX, except where the Government has different regulations.

c) Inspect and supervise the finances of VINATEX.

d) Provide opinions for the Prime Minister to decide on the establishment, restructuring, dissolution, conversion of ownership, diversification of ownership of VINATEX; approve the Charter on organization and operation of VINATEX, approve amendments and supplements to the Charter on organization and operation of VINATEX; long-term goals, strategies, and plans; industries and businesses of VINATEX; approve the Board of Members of VINATEX to decide on establishing new companies, restructuring, dissolving, converting ownership of wholly-owned limited liability subsidiaries with each company's charter capital up to 50% of the total asset value recorded in the most recent financial report of VINATEX, wholly-owned limited liability subsidiaries under the 100% charter capital control of VINATEX, units directly under VINATEX, branches, representative offices of VINATEX both domestically and abroad, investment contributions to other companies, accepting new member units, changes in ownership structure that would deprive VINATEX of controlling rights, organizing secondary enterprises into holding companies operating under a parent-subsidiary model.

đ) Review and approve VINATEX’s foreign borrowing after obtaining opinions from the Ministry of Industry and Trade as prescribed by law.

e) Coordinate with the Ministry of Industry and Trade to review and submit to the Prime Minister for approval of the five-year production, business, and development investment plan; coordinate with the Ministry of Industry and Trade to review and approve the annual production, business, and development investment plan of VINATEX.

g) Perform other rights and obligations as prescribed by law regarding delegation and division of responsibilities by the owner.

4. Ministry of Planning and Investment:

a) Supervise the implementation of objectives and tasks assigned by the Prime Minister to VINATEX.

b) Provide opinions for the Prime Minister to decide on the establishment, restructuring, dissolution, conversion of ownership, diversification of ownership of VINATEX; approve the Charter on organization and operation of VINATEX, approve amendments and supplements to the Charter on organization and operation of VINATEX; long-term goals, strategies, and plans; industries and businesses of VINATEX; investment capital to form and adjust the charter capital during VINATEX's operation; approve the Board of Members of VINATEX to decide on establishing new companies, restructuring, dissolving, converting ownership of wholly-owned limited liability subsidiaries with each company's charter capital up to 50% of the total asset value recorded in the most recent financial report of VINATEX, wholly-owned limited liability subsidiaries under the 100% charter capital control of VINATEX, units directly under VINATEX, branches, representative offices of VINATEX both domestically and abroad, investment contributions to other companies, accepting new member units, changes in ownership structure that would deprive VINATEX of controlling rights, organizing secondary enterprises into holding companies operating under a parent-subsidiary model.

c) Cooperate with the Ministry of Industry and Trade to review and submit to the Prime Minister for approval the production, business plan, and five-year development investment plan; cooperate with the Ministry of Industry and Trade to review and approve the annual production, business plan, and development investment plan of VINATEX.

5. The Ministry of Home Affairs:

Review the procedures, standards, and conditions for appointing the Chairman and members of the Board of Members of VINATEX submitted by the Ministry of Industry and Trade to the Prime Minister.

6. VINATEX Supervisors: VINATEX has three supervisors appointed, reappointed, relieved of duty, replaced, rewarded, and disciplined by the Minister of Industry and Trade. VINATEX supervisors operate according to the laws on supervisors for state-owned single-member limited liability companies holding 100% of the charter capital.

7. The Board of Members of VINATEX is authorized by the Prime Minister to exercise the rights and obligations of the state owner towards VINATEX, except for those rights and obligations stipulated from Clause 1 to Clause 6 of this Article.

ChapterIV

MANAGEMENT ORGANIZATION OF VINATEX

Article 22. Management structure of VINATEX

1. The management and operation structure of VINATEX includes:

a) The Board of Members.

b) General Director.

c) Deputy General Directors, Executive Directors, Chief Accountant.

b) Supporting staff, Internal Audit Board.

2. The management and operation structure of VINATEX may be adjusted to meet business requirements during its operations.

SECTION 1. 

BOARD OF MEMBERS

Article 23. Functions and structure of the Board of Members

1. The Board of Members is the representative body authorized by the state owner at VINATEX; it exercises the rights and obligations of the state owner at VINATEX and in relation to companies fully funded by VINATEX's charter capital, and the state owner's rights over VINATEX's share capital in other enterprises.

2. The Board of Members has the authority to decide on all matters related to determining and implementing VINATEX's objectives, tasks, and interests, except for issues within the Prime Minister's authority or delegated to other agencies and organizations representing the state owner as stipulated in Article 21 of this Charter.

3. Members of the Board of Members jointly bear responsibility before the Prime Minister and the law for decisions made by the Board of Members that cause losses to VINATEX and the state owner, except for members who voted against such decisions; they fulfill their obligations as prescribed by this Charter, the Enterprise Law, and relevant legal documents.

4. The VINATEX Board of Members consists of between 05 and 09 members appointed, relieved of duty, or replaced, rewarded, and disciplined by the Prime Minister upon the recommendation of the Minister of Industry and Trade. The term of office of Board of Members' members does not exceed 05 years. Members can be reappointed.

Article 24. Duties and powers of the Board of Members

1. Receive, manage, and effectively utilize capital, land, resources, and other assets invested by the state owner in VINATEX.

2. Develop and submit to the Prime Minister for approval the Charter of organization and operation, and amendments and supplements to the Charter of organization and operation of VINATEX.

3. Develop, submit to the Prime Minister for approval, and implement long-term strategies, production, business plans, and five-year development investment plans of VINATEX, its industries, and businesses; decide and implement annual production, business plans after approval by the Ministry of Industry and Trade; decide on long-term strategies, industries, and businesses of wholly-owned subsidiaries by VINATEX.

4. Decide on investment projects within the long-term planning and development plan of VINATEX approved by the Prime Minister; delegate to the General Director of VINATEX and representatives of VINATEX's capital in other enterprises to decide on investment projects within the plan approved by the Board of Members.

5. Decide on investment projects, capital contributions, purchasing shares of other companies, selling assets of VINATEX valued up to 50% of the remaining total asset value recorded in the latest financial report of VINATEX, and as provided by law.

6. Decide on loan contracts, lending, leasing, and other economic contracts exceeding the charter capital of VINATEX in accordance with legal provisions.

7. Decide on organizational management, business organization, staffing, and utilization of the management system, internal management regulations of VINATEX; planning and training labor force of VINATEX based on the proposal of the General Director.

8. Decide on the appointment, reappointment, relief of duty, dismissal, reward, punishment, or signing of contracts, termination of contracts for the General Director after approval by the Prime Minister; decide on the salary level of the General Director; appoint, reappoint, relieve of duty, dismiss, reward, punish, and decide on the salary level of Deputy General Directors, Executive Directors, and Chief Accountants based on the proposal of the General Director.

9. Decide on the appointment, reappointment, relief of duty, dismissal, reward, and punishment of Board of Members' members or the Chairman of the company, supervisor of the single-member limited liability company held 100% by VINATEX based on the proposal of the General Director of VINATEX; approve for the Board of Members or the Chairman of the single-member limited liability company to appoint, reappoint, relieve of duty, dismiss, reward, and punish the General Director or the Director of that company.

10. Appoint representatives of VINATEX's capital contribution in other enterprises based on the proposal of the General Director.

11. Decide or delegate to the General Director to decide on the capital-raising plan for business activities without changing the form of ownership.

12. Approve the following annual financial reports:

a) Annual financial report of VINATEX.

b) Annual financial report of wholly-owned subsidiary limited liability companies.

c) Annual financial report of affiliated units, scientific research and technology enterprises, and training institutions.

d) Consolidated annual financial report of the Vietnam Textile and Garment Group.

13. Decide on the salary scale, wage rate, single wage rate, and wage payment system for employees and managers; decide on the establishment and use of centralized funds of VINATEX as stipulated in the Charter and Financial Management Regulations of VINATEX.

14. Approve the plan to use post-tax profits or handle losses during the business process as proposed by the General Director in accordance with the Financial Management Regulations of VINATEX.

15. Organize inspections and supervision of the General Director, Deputy General Directors, Heads of affiliated units, Institute Directors, and Principals of scientific research and training units in their performance of functions and tasks as prescribed by the Enterprise Law and the Charter of VINATEX.

16. Organize inspections and supervision of the Board of Members or Chairmen, Supervisors of wholly-owned limited liability companies held by VINATEX with 100% capital contribution, and representatives of VINATEX's shareholding in other enterprises in their performance of functions and tasks assigned by the owner representative as stipulated in the VINATEX Charter and consistent with the Charter of wholly-owned limited liability companies, enterprises with VINATEX's shareholding, and relevant laws.

17. Decide on matters within VINATEX's authority as specified in Clause 9, Article 11 of this Charter after obtaining approval from the Prime Minister.

18. Exercise rights and obligations of the owner towards companies wholly owned by VINATEX with 100% capital contribution; owner shares and contributions in enterprises with VINATEX's shares and contributions.

19. Recommend the owner to decide or approve decisions regarding matters within the state owner's authority over VINATEX.

20. Approve for the General Director to decide:

a) Signing economic contracts and cooperation agreements according to the delegation of the Board of Members.

b) Guaranteeing each loan of subsidiaries with a value exceeding the registered capital of the requesting subsidiary to implement approved investment projects or execute production and business plans under signed contracts.

c) Contributing capital to establish new joint-stock companies or limited liability companies with two or more members according to the delegation of the Board of Members.

d) Leasing, renting, lending, and borrowing contracts with a value exceeding the registered capital of subsidiaries wholly owned by VINATEX according to the delegation of the Board of Members.

đ) Appoint management and executive positions according to the delegation of the Board of Members.

21. The Board of Members promulgates regulations on delegation by field for the General Director, Heads of affiliated units, science and technology enterprises, and training research bases of VINATEX, and representatives of VINATEX's shareholding in enterprises.

22. Organize the implementation of restructuring and transformation of VINATEX and the Group according to the approved plan by the Prime Minister; decide and organize the implementation of VINATEX's rights as stipulated in the Charter.

23. Approve, amend, and supplement the organizational and operational charters of subsidiaries wholly owned by VINATEX with 100% capital contribution.

24. Appoint, dismiss, remove, reward, and discipline General Directors of subsidiaries wholly owned by VINATEX with 100% capital contribution; appoint, dismiss, remove, reward, and discipline Deputy General Directors and Chief Accountants according to the proposal of the respective General Directors.

25. Approve business cooperation plans between VINATEX and its subsidiaries; adjust capital and other resources invested by VINATEX in subsidiaries according to the Charters of those subsidiaries.

26. Exercise rights and obligations of the authorized representative of the state owner at subsidiaries according to Article 47 of this Charter.

27. Other rights and duties as prescribed by law.

Article 25. Standards and Conditions for Members of the Board of Directors

Members of the Board of Directors must meet the following standards and conditions:

1. Be a Vietnamese citizen residing permanently in Vietnam.

2. Hold a bachelor's degree or higher, possess management and business capabilities. The Chairman of the Board of Directors must have at least three years of experience managing and operating enterprises in the Textile and Garment industry.

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

4. Not belong to the category prohibited from assuming managerial positions in enterprises according to the provisions of the law.

5. Not be a leader in the state administrative apparatus or political organizations, political-social organizations, or hold management and operational positions in member enterprises.

Article 26. Removal and Replacement of Members of the Board of Directors

1. Members of the Board of Directors shall be removed in the following cases:

a) Being convicted by a court judgment or decision that has taken legal effect.

b) Lack the necessary capability and qualifications to perform assigned tasks, lose civil capacity or have restricted civil capacity.

c) Fail to act honestly in performing duties and powers, or abuse their positions and powers for personal gain or for others; report financial situations of VINATEX inaccurately.

2. Members of the Board of Directors shall be replaced in the following cases:

a) Resign and obtain approval in writing from the competent authority in accordance with legal procedures.

b) When there is a decision to transfer, retire, or reassign to another position.

c) Be removed according to the provisions of Clause 1 of this Article.

3. In the case of replacing the Chairman or members of the Board of Directors, within sixty days, the Board of Directors must convene a meeting to propose to the Minister of Industry and Trade for submission to the Prime Minister for consideration and decision on the selection and appointment of a replacement.

Article 27. Chairman of the Board of Directors

1. The Chairman of the Board of Directors does not concurrently hold the position of General Director of VINATEX.

2. The Chairman of the Board of Directors has the following responsibilities and powers:

a) On behalf of the Board of Directors, sign to accept capital, land, natural resources, and other resources invested in VINATEX by the owner according to the law; manage VINATEX according to resolutions and decisions of the Board of Directors.

b) Organize research and draft development strategies, long-term plans, large-scale investment projects, organizational restructuring plans, and key personnel arrangements of VINATEX to submit to the Board of Directors.

c) Develop programs and plans for the activities of the Board of Directors; decide on the agenda, content, and materials for meetings; convene and chair meetings of the Board of Directors.

d) On behalf of the Board of Directors or delegate other members of the Board of Directors to sign resolutions and decisions of the Board of Directors.

đ) Supervise and monitor the implementation of resolutions and decisions of the Board of Directors; have the right to suspend decisions of the General Director of VINATEX that contravene resolutions and decisions of the Board of Directors.

e) Other rights delegated by the Board of Directors and the Prime Minister.

g) May delegate one of the members of the Board of Directors to perform the functions and duties of the Chairman of the Board of Directors when the Chairman is absent.

Article 28. Working Regime of the Board of Directors

1. The Board of Directors operates under a collective regime; it convenes at least once every quarter to examine and decide on issues within its duties and powers; for matters not requiring discussion, the Board of Directors may seek opinions from members in writing. The Board of Directors may convene extraordinary meetings upon the proposal of the Chairman of the Board of Directors, the General Director, or more than fifty percent of the total number of Board of Directors members. Decisions of the Board of Directors are adopted through either soliciting opinions in writing or voting during the meeting.

2. The Chairman of the Board of Directors or a member of the Board of Directors authorized by the Chairman of the Board of Directors shall convene and chair the meeting of the Board of Directors. The contents and documents of the meeting must be sent to the members of the Board of Directors and invited representatives (if any) at least three days before the meeting date.

3. Meetings where opinions of Board of Directors members are sought are valid when at least two-thirds of the total number of Board of Directors members attend. Resolutions and decisions of the Board of Directors take effect when more than fifty percent of the total number of Board of Directors members vote in favor; in case of equal votes, the decision follows the side with the vote of the Chairman of the Board of Directors or the person authorized by the Chairman of the Board of Directors to chair the meeting. Board of Directors members have the right to reserve their opinions and the right to make recommendations to the owner.

4. Based on the content and agenda of the meeting, when deemed necessary, the Board of Directors has the right or responsibility to invite representatives with authority from relevant agencies and organizations to participate and discuss specific issues in the agenda. Representatives of invited agencies and organizations have the right to express opinions but do not participate in voting. Any opinions expressed (if any) by invited representatives are recorded fully in the minutes of the meeting.

5. The content of discussed issues, opinions expressed, voting results, decisions adopted by the Board of Directors, and conclusions of Board of Directors meetings must be recorded in the minutes. The chairperson and secretary of the meeting are jointly responsible for the accuracy and truthfulness of the Board of Directors meeting minutes. Resolutions and decisions of the Board of Directors are binding on VINATEX.

6. Board of Directors members have the right to request the General Director, Chief Accountant, management staff in VINATEX, management staff in wholly-owned subsidiaries of VINATEX, and representatives of VINATEX's capital contribution in other enterprises to provide information and documents about financial conditions and activities according to the information regulation stipulated by the Board of Directors or resolutions of the Board of Directors. The person requested to provide information must promptly, fully, and accurately provide the information and documents as required by the Board of Directors member, except where the Board of Directors decides otherwise.

7. Operating expenses of the Board of Directors, including salaries, allowances, and other remuneration, are included in the enterprise management costs of VINATEX.

8. In cases of necessity, the Board of Directors has the right to organize the solicitation of opinions from domestic and foreign consulting experts before deciding on important matters within its authority. The cost of soliciting opinions from consulting experts is regulated in the Financial Management Regulation of VINATEX.

Article 29. Remuneration System for Full-Time and Non-Full-Time Members of the Board of Directors

1. Full-time members of the Board of Directors shall be entitled to annual salary benefits; non-full-time members shall be entitled to remuneration based on tasks and working hours. Members of the Board of Directors shall be entitled to bonuses based on their term of office, corresponding to the results and efficiency of VINATEX's business operations and management activities.

2. The payment system for salaries and bonuses is as follows:

a) Monthly, full-time members of the Board of Directors shall be advanced 70% of the estimated monthly salary; the remaining 30% shall only be settled and paid at the end of the year. Annually, members of the Board of Directors shall be advanced 70% of the total annual bonus; the remaining 30% shall only be settled and paid after the completion of the term of office.

b) The remaining 30% of the salary and bonus shall be paid to members of the Board of Directors based on the Financial Management Regulations of VINATEX and other relevant laws.

Section 2. 

GENERAL DIRECTOR

Article 30. Functions of the General Director

The General Director is the legal representative, responsible for daily operations of VINATEX, coordinating business plans according to goals and plans consistent with the Charter of VINATEX and resolutions and decisions of the Board of Directors; he/she is accountable to the Board of Directors and the law for the execution of assigned rights and duties.

Article 31. Selection and Appointment of the General Director

1. The General Director is appointed, dismissed, or contracted by the Board of Directors, terminated upon approval in writing by the Prime Minister.

2. The General Director is appointed for a term not exceeding five years. The General Director may be reappointed.

3. The appointment and dismissal procedures for the General Director shall comply with the provisions of the law.

4. The person selected to serve as the General Director must meet the following criteria and conditions:

a) Meeting the conditions and standards stipulated in Article 25 of this Charter.

b) Having business capabilities and organizational management skills; having at least three years of experience in managing and operating enterprises in the Textile and Garment industry.

5. The following individuals shall not be eligible for selection and appointment as the General Director of VINATEX:

a) Those who have previously served as General Director or Director of an enterprise but were dismissed or removed from office due to disciplinary violations, or caused the enterprise to fall into a state as specified in point a, Clause 1, Article 32 of this Charter.

b) Belong to the category prohibited from assuming managerial and operational positions in enterprises according to legal provisions.

Article 32. Replacement and Dismissal of the General Director

The Board of Directors decides to replace or dismiss the General Director before the expiration of the term in cases prescribed in Clause 1 and Clause 2 of this Article.

1. The General Director shall be dismissed before the expiration of the term in the following cases:

a) Causing VINATEX to incur losses for two consecutive years or failing to achieve the profit margin target set by the owner for two consecutive years, or being in a loss-making state with alternating profits and losses that cannot be rectified, except in the following cases: losses or reduced profit margins on state capital investment approved by competent authorities; planned losses due to expansion of production or technological renewal as decided by the Board of Directors; losses or reduced profit margins on state capital investment with valid reasons explained and approved by competent authorities.

b) VINATEX falling into bankruptcy but not filing for bankruptcy as required by the law on bankruptcy.

c) Failing to complete assigned tasks or targets.

d) Being dishonest in exercising powers or abusing positions and powers for personal gain or others; reporting false financial situations of VINATEX.

đ) Losing or being restricted in civil capacity.

e) Being convicted by a court judgment or decision that has taken legal effect.

2. The General Director shall be replaced in the following cases:

a) Voluntarily resigning and obtaining written approval from the competent authority in accordance with the legal procedure.

b) When there is a decision to transfer, retire, or assign another job.

Article 33. Duties and Authorities of the General Director

1. Organize the development of the strategic plan for VINATEX's development; planning the development of projects in industries operated by VINATEX; long-term plans, annual plans, plans for coordinated business operations within the Vietnam National Textile and Garment Corporation; prepare investment projects, organizational management schemes; draft the Charter, amendments to the VINATEX Charter; draft financial management regulations of VINATEX, internal management regulations; develop human resource development plans; establish technological indicators, product standards, economic and technical norms, unit labor costs; prepare economic contracts, civil contracts, risk prevention schemes, capital mobilization and utilization schemes; prepare regular reports, statistical reports, financial reports of VINATEX, consolidated financial reports of the Vietnam National Textile and Garment Corporation, and other projects and schemes.

2. Submit to the Board of Members for the Board of Members to submit to the Prime Minister or competent state agencies for decision or approval on matters within the ownership rights regarding VINATEX.

3. Decide on investment projects, asset purchase and sale contracts of VINATEX according to the分级授权或董事会的授权以及法律的其他规定。

4. Decide on loan, lending, leasing, and other economic contracts with values below the registered capital of VINATEX.

5. Decide on the use of capital and assets of VINATEX to contribute capital or purchase shares of domestic companies according to the分级授权或董事会的授权以及法律的其他规定。

6. Decide on the selection, signing of labor contracts, termination of labor contracts, or decisions on appointment, dismissal, commendation, disciplinary action, salary levels, and allowances for:

a) The General Directors and Chief Accountants of subordinate units of VINATEX, General Directors and Chief Accountants of public service units after approval by the VINATEX Board of Members; Deputy General Directors of subordinate units of VINATEX, Deputy General Directors of public service units.

b) Heads of Departments, Deputy Heads of Advisory Departments, Chief of Office, Deputy Chiefs of Office of VINATEX.

c) Other managerial positions within VINATEX according to the分级授权of the Board of Members.

d) Workers employed at advisory offices and offices of VINATEX.

7. Propose to the VINATEX Board of Members to decide on the appointment, dismissal, removal from office, commendation, disciplinary action, and salary levels for the positions of Deputy General Director, Executive Director, and Chief Accountant of VINATEX; General Director, member of the Board of Members, or Chairman and Supervisor of wholly-owned subsidiaries of VINATEX.

8. Propose to the Board of Members to decide on appointing representatives of VINATEX's shareholdings in other enterprises.

9. Provide opinions for the VINATEX Board of Members to approve the appointment of General Directors or Directors of such companies by the Board of Members or the Chairman of wholly-owned subsidiaries of VINATEX holding 100% of the registered capital.

10. Approve the appointment of Deputy General Directors and Chief Accountants of these enterprises by the Board of Members, Board of Directors, or Chairmen of wholly-owned subsidiaries of VINATEX holding 100% of the registered capital, or other subsidiaries based on proposals from the Board of Members or the Chairman of the company.

11. Organize the implementation of business plans, investment plans, and daily activities; plans for coordinated business operations within the Vietnam National Textile and Garment Corporation; auditing, inspection, protection work, and market development, marketing, and technology solutions to effectively implement resolutions and decisions of the Board of Members and owners; manage the operations of VINATEX to implement resolutions and decisions of the Board of Members.

12. Monitor, inspect, and supervise the activities of member enterprises according to the division of responsibilities or authorization by the Board of Members.

13. Sign economic and civil contracts of VINATEX. For contracts exceeding the分级授权规定的第四、五和六款，则总经理须在董事会决议或决定后方可签署。

14. Report to the Board of Members on the results of VINATEX's business operations; publicly disclose financial reports in accordance with legal provisions.

15. Be subject to inspections and supervision by the Board of Members, Supervisors, and competent state management agencies regarding the performance of functions and duties as stipulated in this Charter and other legal provisions.

16. Apply necessary measures in emergencies and immediately report to the Board of Members and competent state agencies.

17. Receive salary benefits annually. The level of salary and bonuses corresponding to the business performance of VINATEX is decided by the Board of Members according to current government regulations and relevant legal provisions. Payment and settlement of salaries and bonuses are implemented as for dedicated members of the Board of Members.

18. Other rights and duties as prescribed by law, this Charter, and decisions of the VINATEX Board of Members.

MỤC 3. 

OBLIGATIONS, RESPONSIBILITIES AND RELATIONSHIPS BETWEEN THE BOARD OF MEMBERS AND THE GENERAL DIRECTOR

Article 34. Relationship between the Board of Members and the General Director in managing and operating VINATEX

1. When implementing resolutions and decisions of the Board of Members, if issues unfavorable to VINATEX are discovered, the General Director must report to the Board of Members for review and adjustment of the resolution or decision. The Board of Members must consider the General Director's proposal. In case the Board of Members does not adjust the resolution or decision, the General Director still has to implement it but retains the right to reserve their opinion and appeal to the Prime Minister.

2. Within fifteen working days from the end of each quarter and year, the General Director must submit a written report on the business operation situation and future implementation plans of VINATEX to the Board of Members.

3. The Chairman of the Board of Members shall attend or delegate a representative of the Board of Members to attend regular meetings and preparatory meetings for proposals to be presented to the Board of Members chaired by the General Director. The Chairman of the Board of Members or the representative attending the meeting has the right to express opinions but does not have the authority to conclude the meeting.

Article 35. Obligations and responsibilities of the Chairman of the Board of Members, members of the Board of Members, and the General Director

1. The General Director is responsible to the Board of Members and under the law for daily management activities of VINATEX and for performing assigned rights and duties. Members of the Board of Members must jointly bear responsibility to the Prime Minister and under the law for the Board of Members' decisions, results, and effectiveness of VINATEX's operations.

2. The Chairman of the Board of Members, members of the Board of Members, and the General Director have the obligations:

a) To faithfully and responsibly perform assigned powers and duties for the benefit of VINATEX and the State.

b) Not to exploit positions and authorities to use VINATEX's capital and assets for personal gain or others' benefit; not to transfer VINATEX's assets to others; not to disclose VINATEX's secrets during the time they hold positions as members of the Board of Members or General Director and for at least three years thereafter, except with the Board of Members' approval.

c) Not to allow spouses, parents, children, siblings, or half-siblings to hold the position of Chief Accountant or Cashier of VINATEX.

d) To report to the Ministry of Industry and Trade about economic and civil contracts signed by VINATEX with spouses, parents, children, siblings, or half-siblings of Board of Members' members or the General Director; if such contracts are found to be for personal gain before signing, they have the right to request that the Board of Members' members or the General Director not sign them; if the contracts have already been signed, they will be considered void, and the Board of Members' members or the General Director must compensate VINATEX for losses and be subject to legal provisions.

đ) When VINATEX fails to pay off due debts and other financial obligations, the General Director must report to the Board of Members, find measures to overcome financial difficulties, and inform all creditors of VINATEX's financial situation. In this case, the Chairman of the Board of Members, members of the Board of Members, and the General Director may not decide to increase salaries or allocate profits for bonuses for managers and employees.

e) If VINATEX fails to pay off due debts and other financial obligations without complying with clause đ of this article, they must personally bear responsibility for losses suffered by creditors.

g) If the Chairman of the Board of Members, members of the Board of Members, or the General Director violate the Charter, exceed their authority, abuse positions and authorities causing losses to VINATEX and the State, they must compensate according to legal provisions and the VINATEX Charter.

3. When violating any of the following cases but not reaching the level of criminal prosecution, the Chairman of the Board of Members, members of the Board of Members, and the General Director shall not receive bonuses, salary increases, and shall be disciplined according to the degree of violation:

a) Causing VINATEX to incur losses.

b) Causing state capital to be lost.

c) Deciding on ineffective investment projects that cannot recover invested capital or repay debts.

d) Failing to ensure wages and other benefits for VINATEX employees as stipulated by labor laws.

đ) Causing violations in managing capital and assets, accounting systems, auditing systems, and other systems prescribed by the State.

4. If the Chairman of the Board of Members is negligent and fails to comply with the provisions of Article 27 of the Charter leading to violations as specified in Clause 3 of this article, they shall be relieved of their position; depending on the degree of violation and consequences, they must compensate according to legal provisions.

5. If VINATEX falls into the situation specified in point a of Clause 1 of Article 32 of the Charter, depending on the degree of violation and consequences, the Chairman of the Board of Members and the General Director may have their salaries reduced or be dismissed, while also being required to compensate according to legal provisions.

6. If VINATEX faces bankruptcy and the General Director does not file for bankruptcy, they shall be relieved of their position and held responsible according to legal provisions; if the General Director does not file for bankruptcy and the Board of Members does not require the General Director to file for bankruptcy, the Chairman of the Board of Members and members of the Board of Members shall be relieved of their positions.

7. If VINATEX is organized for restructuring, dissolution, or ownership conversion without conducting the necessary procedures, the Chairman of the Board of Members, members of the Board of Members, and the General Director shall be relieved of their positions.

SECTION 4. 

DEPUTY GENERAL MANAGERS, CHIEF FINANCIAL OFFICER AND SUPPORTING ORGANIZATION

Article 36. Deputy General Managers, Chief Executive Officers, and Chief Financial Officer

1. VINATEX shall have Deputy General Managers, Chief Executive Officers, and a Chief Financial Officer, who shall be appointed, dismissed, removed from office, rewarded, or disciplined by the Board of Members upon the proposal of the General Director.

2. Deputy General Managers and Chief Executive Officers are leading officials assisting the General Director in managing VINATEX; they perform tasks and exercise powers assigned by the General Director in accordance with this Charter; they are responsible to the General Director and to the law for the tasks and powers delegated to them.

3. The Chief Financial Officer is responsible for organizing and implementing accounting and statistical work at VINATEX; assisting the General Director in financial oversight at VINATEX in accordance with laws on finance and accounting; being accountable to the General Director, the Board of Members, and the law for the performance of assigned or delegated duties and powers.

4. Deputy General Managers, Chief Executive Officers, and the Chief Financial Officer may be appointed for a maximum term of five years and may be reappointed.

5. The salary, responsibility allowance, and bonuses of Deputy General Managers, Chief Executive Officers, and the Chief Financial Officer shall be implemented in accordance with the provisions of the law and of VINATEX.

Article 37. Supporting Organization

1. The supporting organization includes:

- The Office and specialized, operational departments (hereinafter referred to collectively as advisory departments) which have the function of advising, inspecting, and assisting the Board of Members and the General Director in management and operation of VINATEX, as well as in performing the functions, tasks, and powers of shareholders, shareholders, capital contributors, or joint venture partners in other enterprises.

- An internal audit department established by the Board of Members; its duty is to assist the Board of Members in checking and supervising the operations managed by the General Director and the representatives of VINATEX's capital contribution in other enterprises.

2. The organizational structure and functions, tasks, and powers of the Office and advisory departments shall be decided by the General Director after approval by the Board of Members.

SECTION 5. 

FORMS AND CONTENT OF LABOR PARTICIPATION IN THE MANAGEMENT OF ENTERPRISES WITHIN VINATEX

Article 38. Forms of Labor Participation in Enterprise Management

Laborers within VINATEX participate in enterprise management through the following forms and organizations:

1. The General Assembly or the Workers' and Staff Representatives' Congress at all levels of VINATEX.

2. The VINATEX Trade Union Organization.

3. The People's Inspection Board.

4. Exercise the right to make suggestions, complaints, and denunciations in accordance with the provisions of the law.

Article 39. Content of Labor Participation in VINATEX Management

Laborers have the right to participate in discussions and provide opinions before competent authorities decide on the following issues:

1. Directions, tasks, plans, measures for developing production and business, restructuring production at VINATEX.

2. Plans for corporatization and diversification of ownership at VINATEX.

3. Internal regulations and rules of VINATEX directly related to the rights and obligations of laborers.

4. Measures for labor protection, improving working conditions, material and spiritual living standards, environmental hygiene, and training and retraining of laborers at VINATEX.

5. Voting to express confidence in the positions of Chairman of the Board of Members, members of the Board of Members, General Director, Deputy General Directors, and Chief Financial Officer when requested by competent state agencies.

6. Through the Workers' and Staff Representatives' Congress and the Trade Union Organization, laborers have the right to discuss and vote to decide on the following issues:

a) The content or amendments to the collective labor agreement to be signed by the representative of the laborers' collective with the General Director.

b) Rules for using welfare funds, rewards, and plan indicators of VINATEX directly related to the rights and obligations of laborers in accordance with state regulations.

c) Evaluating the results and program of activities of the People's Inspection Committee.

d) Electing the People's Inspection Committee.

ChapterV

RELATIONS BETWEEN VINATEX AND SUBORDINATE UNITS, ENTERPRISES JOINING THE GROUP

SECTION 1. 

MANAGEMENT OF CAPITAL INVESTED BY VINATEX IN OTHER ENTERPRISES

Article 40. Capital Invested by VINATEX in Other Enterprises

The capital invested by VINATEX in other enterprises includes the following types of capital:

1. Capital in the form of money, value of land use rights or land rent, value of tangible or intangible assets owned by VINATEX that VINATEX invests or contributes to other enterprises.

2. Capital from state budget investment or contribution transferred to VINATEX for management.

3. Value of shares or state capital invested in state-owned companies under VINATEX after shareholding reform, or converted into limited liability companies with one member or two members or more.

4. Capital borrowed by VINATEX for investment.

5. Dividends distributed by the State or VINATEX from investments or contributions in other enterprises, which are reinvested into those enterprises.

6. Other types of capital.

Article 41. Rights and Obligations of VINATEX in Managing Capital Invested in Other Enterprises

1. The Board of Members of VINATEX exercises the rights and obligations of the owner towards a wholly-owned subsidiary limited liability company; the co-owner holding controlling shares towards subsidiaries with two or more members, joint-stock companies, and joint ventures; and the non-controlling co-owner towards associated companies in accordance with the relevant laws and regulations applicable to such companies.

2. The rights and obligations of VINATEX in managing state capital invested in other enterprises, implemented by the Board of Members of VINATEX, include but are not limited to the following contents:

a) Deciding on investment, contribution; increasing or decreasing investment capital or contribution according to relevant laws and the Articles of Association of enterprises with VINATEX's contribution.

b) Deciding:

- Appointing, dismissing members of the Board of Members, Supervisors of wholly-owned subsidiaries; appointing, changing, or dismissing representatives authorized by VINATEX; recommending candidates for positions in the Board of Members, Board of Management, Audit Committee, and other companies with VINATEX's shares or contributions, in compliance with the Articles of Association of the company and related laws in Vietnam and abroad;

- Deciding on rewards, punishments, and responsibility allowances for Supervisors and representatives of VINATEX participating in the Board of Members and Board of Management of wholly-owned subsidiaries, subsidiaries with controlling shares of VINATEX, and associated companies;

- Determining salaries, allowances, bonuses, and other benefits for representatives of VINATEX's contributions, except when these individuals have already received salaries from the enterprise with VINATEX's contributions according to the law.

c) Assigning tasks and requiring reports from representatives of VINATEX's contributions at companies with VINATEX's shares or contributions:

- Guiding the company to implement goals assigned by VINATEX and the business cooperation plan of the Vietnam Textile and Garment Group;

- Reporting periodically or urgently on financial status, business results, and other matters concerning companies with VINATEX's contributions;

- Reporting important issues of companies with VINATEX's shares or contributions for guidance before voting;

- Reporting on the use of shares, contributions, markets, and technological secrets to serve the development orientation and goals of VINATEX.

d) Resolving recommendations from representatives of VINATEX's contributions in other enterprises.

đ) Receiving dividends and bearing risks from contributions in other enterprises. The portion of capital recovered, including dividends, is decided by VINATEX to be used to serve VINATEX's business objectives. In the event of restructuring VINATEX, the management of this contribution will be carried out according to the Prime Minister's regulations.

e) Monitoring and inspecting the use of contributions from VINATEX and being responsible for the effectiveness, preservation, and development of VINATEX's contributions.

g) Inspecting and supervising the activities of representatives, identifying deficiencies and weaknesses of representatives to prevent and correct them promptly.

Article 42. Standards and Conditions for Representatives of VINATEX's Contributed Capital in Other Enterprises

1. Representatives of VINATEX's contributed capital in other enterprises must meet all of the following standards and conditions:

a) Be a Vietnamese citizen residing in Vietnam and be a member of VINATEX.

b) Have good moral character and sufficient health to fulfill the duties.

c) Understand laws and have a sense of compliance with laws.

d) Possess professional qualifications in corporate finance or the business field of enterprises invested in by VINATEX; have business capabilities and organizational management skills for enterprises. For those directly managing VINATEX's contributed capital in joint ventures with foreign countries or foreign companies, they must have sufficient language proficiency to work directly with foreigners in the enterprise without the need for interpreters.

đ) Not be the father, mother, wife or husband, son, sister, brother, or half-sibling of members of VINATEX's Board of Members, members of the Board of Directors or Management Board, and General Director of enterprises with VINATEX's contributed capital, whom that person represents as a representative of contributed capital.

e) Not have capital contribution relationships to establish enterprises, lend capital, or sign purchase and sale contracts with enterprises with VINATEX's contributed capital, which that person directly manages, except in cases where shares are purchased at preferential prices during the corporatization of state-owned enterprises.

2. Individuals participating in the election for managerial and operational positions in enterprises with VINATEX's contributed capital must meet the standards and conditions stipulated by law and the Articles of Association of such enterprises.

Article 43. Rights and Obligations of Representatives of VINATEX's Contributed Capital in Other Enterprises

1. Fulfill the tasks and powers of shareholders, contributing members, or joint venture parties in companies holding VINATEX's shares or contributed capital. In cases where VINATEX holds controlling shares or contributed capital in another company, the representative of contributed capital shall use their controlling rights to guide the company according to VINATEX's strategy and objectives.

2. Participate in the nomination or propose representatives of VINATEX into the management and operational bodies of the receiving company according to the Articles of Association of that company and guidance from VINATEX.

3. Implement reporting systems to VINATEX on the implementation of coordinated business plans, business results of the company, and the effectiveness of using VINATEX's contributed capital.

In cases where the reporting system is not implemented as prescribed, abuse of the representative rights of contributed capital, lack of responsibility causing losses to VINATEX, the individual must bear material compensation liability as prescribed by law.

4. Seek approval from VINATEX's Board of Members before participating in voting at the Shareholders' Meeting, meetings of the Board of Members, or Management Board of enterprises with VINATEX's contributed capital regarding development strategies, long-term and annual business plans; key personnel; amendments and supplements to the Articles of Association; increases or decreases in registered capital; distribution of profits; sale of assets; raising significant funds requiring shareholder or contributing member votes. In cases where multiple representatives of VINATEX participate in the Board of Members or Management Board of the receiving company, the person primarily responsible, designated by VINATEX, must lead discussions and reach consensus on important issues of enterprises with VINATEX's contributed capital before voting.

5. Bear responsibility before VINATEX's Board of Members for the effectiveness of using VINATEX's contributed capital in the company where they represent.

6. Implement the Regulations on Managing Capital Representatives and Criteria for Evaluating Capital Representatives in Other Enterprises issued by VINATEX.

Article 44. Salary, bonuses, and benefits for representatives

1. The salary, allowances, bonuses, and benefits of representatives of VINATEX's capital contribution in other enterprises shall be paid by that enterprise according to the provisions of its Articles of Association, or by VINATEX if such provisions do not exist in the Articles of Association of that enterprise.

2. Representatives of VINATEX's capital in other enterprises shall not simultaneously receive salaries, allowances, bonuses, and other benefits from both places.

Section 2. 

RELATIONSHIP BETWEEN VINATEX AND SUBSIDIARIES AND ENTERPRISES PARTICIPATING IN THE GROUP

Article 45. General Coordination Relationships within the Group

VINATEX, member enterprises, associated enterprises, voluntarily linked enterprises, and other enterprises participating in the Group shall implement general coordination relationships as follows:

1. Establishing common operational regulations based on agreements between VINATEX and participating enterprises in the Group.

2. VINATEX, based on its authority and responsibilities prescribed by law, shall act as the central entity to implement part or all of the following common operational coordination contents among enterprises in the Group:

a) Coordination in planning work and the execution of coordinated business plans.

b) Directing the division of business fields and production and business industries for member enterprises in the Group.

c) Organizing financial, accounting, and statistical work.

d) Forming, managing, and utilizing centralized funds of the Group.

đ) Managing and using land and mineral resources.

e) Labor affairs, wages, health care, training, and human resource development.

g) Occupational safety, disaster prevention, and environmental protection.

h) Application of science and technology.

i) Naming units within the group; using the name and brand of the Group.

k) Administrative work and external relations of the Group.

l) Managing commendation and reward activities, culture, sports, and social work.

m) Other contents agreed upon by member enterprises in the Group.

Article 46. Relationship between VINATEX and subordinate units

Subordinate units of VINATEX shall implement the business operation, accounting, organization, personnel, and other systems of VINATEX as stipulated in the Operational Regulations of subordinate units and public service units established by the General Director of VINATEX and approved by the Board of Members. VINATEX shall be responsible for financial obligations arising from commitments made by these units.

Article 47. Relationship between VINATEX and wholly-owned subsidiaries

1. Wholly-owned subsidiaries of VINATEX include:

a) Wholly-owned limited liability companies by single members of VINATEX.

b) Companies converted from public service units of VINATEX.

c) Other companies as prescribed by law.

2. The companies mentioned in Clause 1 of this Article shall be established, organized, and operate according to the relevant laws corresponding to the legal form of each type of wholly-owned subsidiary.

3. VINATEX is the owner of the wholly-owned subsidiaries mentioned in Clause 1 of this Article. The Board of Members of VINATEX shall perform the rights and obligations of the owner towards these subsidiaries. The General Director of VINATEX and the supporting staff shall assist the Board of Members in performing the rights and obligations of the owner, thereby having the responsibility to:

a) Receive, examine, and appraise reports submitted by subsidiaries to VINATEX for review, approval, or decision by the Board of Members.

b) Implement resolutions and decisions of the Board of Members concerning subsidiaries.

c) Monitor and supervise the implementation of coordinated business plans at subsidiaries.

4. The rights and obligations of VINATEX towards wholly-owned subsidiaries are stipulated in Articles 11, 12, 13, 14, 15, 17, 18, 19, 24, 33, 41, and 43 of this Charter and the following provisions:

a) Deciding to adjust the registered capital of the company according to the proposal of the Board of Members or the Chairman of the company.

b) Deciding the organizational structure of management of the company; forms and methods of restructuring the company as prescribed in the Articles of Association of the company.

c) Supervising, monitoring, and evaluating the business operations and management activities of the company according to the Articles of Association of the company.

5. VINATEX has control over wholly-owned subsidiaries regarding the following issues:

a) Guiding and selecting new technologies, developing long-term plans for production, business, services, trade... of the company; managing all activities of the company.

b) Cooperating in scientific and technological research; guiding human resource development; researching and exploiting domestic and foreign markets.

c) Using the common brand of VINATEX in business.

d) Cooperating in implementing state-assigned public tasks.

đ) Mobilizing resources to implement the contents stipulated in points b, c, and d of this clause in accordance with the law and through economic contracts.

6. Other rights and obligations prescribed in the Articles of Association of the company that do not conflict with this Charter.

Article 48. Relationship between VINATEX and subsidiaries with controlling shares or capital contributions of VINATEX

1. Subsidiaries in which VINATEX holds controlling shares or capital contributions are joint-stock companies, limited liability companies with two or more members; foreign joint ventures; overseas companies controlled by VINATEX (hereinafter referred to as controlled companies) include:

a) Companies where more than 50% of the registered capital consists of shares or capital contributions from VINATEX.

b) Companies where less than 50% of the registered capital consists of shares or capital contributions from VINATEX but are controlled by VINATEX through at least one of the following factors: determining the articles of operation, appointing, dismissing, or removing key management positions; market, technological secrets, brand, etc., as prescribed by law.

2. The subsidiaries mentioned in Clause 1 of this Article shall be established, organized, and operate according to the provisions of law corresponding to the legal form of each type of company.

3. VINATEX is the owner of the capital share of VINATEX in the subsidiaries mentioned in Clause 1 of this Article. The Board of Members of VINATEX shall exercise the rights and obligations of the owner regarding the capital invested in these companies.

4. The rights and obligations of VINATEX towards controlled subsidiaries are stipulated in Articles 11, 12, 13, 14, 15, 17, 18, 19, 24, 33, 41, 43 of this Charter and the following provisions:

a) Exercise the rights and obligations of shareholders, capital contributors, or joint venture parties through representatives appointed by VINATEX in accordance with the law and the charter of the controlled subsidiary.

b) Appoint, dismiss, reward, discipline, determine the level of allowances and benefits for representatives of VINATEX's capital contribution in controlled subsidiaries.

c) Receive income and bear risks according to VINATEX's capital contribution in controlled subsidiaries.

d) Supervise and inspect the use of capital contributions in controlled subsidiaries.

đ) Be responsible for the effectiveness, preservation, and development of capital contributions in controlled subsidiaries.

5. VINATEX has the right to control controlled subsidiaries through representatives of VINATEX's capital contributions in those subsidiaries in accordance with the company charter, this Charter, or agreements with controlled subsidiaries on the following issues:

a) Directing industry development and selecting new technologies; developing long-term plans for production, business, investment, trade, and services.

b) Cooperating in scientific and technological research; guiding human resource development; researching and exploiting domestic and foreign markets.

c) Using the common brand of VINATEX in business.

d) Cooperating in implementing state-assigned public tasks.

Article 49. Relationship between VINATEX and associated companies

1. Associated companies are companies with VINATEX's shares or capital contributions below the controlling threshold and have agreements with VINATEX, organized under the forms of joint-stock companies, limited liability companies with two or more members, foreign joint ventures; operating in accordance with the Enterprise Law and other relevant laws.

2. VINATEX shall perform its rights and obligations towards associated companies in accordance with the law, the company charter, and the provisions of Articles 19, 41, 43, and other related articles of this Charter.

3. VINATEX shall relate to associated companies through agreements on directing industry development and selecting technology; researching and developing new services in permitted fields; collaborating in scientific and technological research and human resource development; using VINATEX's common brand in business and other activities.

Article 50. Relationship between VINATEX and public service units

1. Public service units established and invested in by VINATEX shall be converted to operate under enterprise mechanisms and relevant legal provisions.

2. VINATEX shall exercise rights and obligations of the owner towards public service units in accordance with legal provisions.

3. VINATEX encourages member enterprises of VINATEX to utilize research, training, and healthcare services provided by VINATEX's public service units on the basis of contracts.

Article 51. Relationship between VINATEX and voluntarily associated companies

1. All types of companies from various economic sectors both domestically and internationally may voluntarily associate with VINATEX in accordance with legal provisions (hereinafter referred to as voluntarily associated companies). Voluntarily associated companies do not have shares or contributions from VINATEX.

2. Voluntarily associated companies are bound by rights and obligations with VINATEX and other member enterprises according to the association agreement between such company and VINATEX.

3. VINATEX relates to voluntarily associated companies through agreements regarding: development orientation and technology selection; research and development of new services in permitted fields; scientific and technological research collaboration and human resource development; use of VINATEX’s common brand in business and other activities.

ChapterVI

FINANCIAL OPERATING MECHANISM OF VINATEX

Article 52. Adjustment of VINATEX's Registered Capital

1. VINATEX's registered capital is recorded in Article 5 of this Charter.

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

a) Post-tax profits of VINATEX, post-tax profits of wholly-owned subsidiaries by VINATEX, and dividends from enterprises with VINATEX's shareholdings or contributions.

b) Additional capital contributed by the owner to VINATEX from the state budget or other sources.

c) The Government assigns or delegates to VINATEX the function of being the owner of part or all of another enterprise's registered capital participating as a subsidiary or associated company of VINATEX.

3. An increase in VINATEX's registered capital shall be decided by the Prime Minister.

4. In case of increasing registered capital, VINATEX must promptly adjust the balance sheet, announce the registered capital, and complete procedures for adjusting the registered capital in this Charter.

5. The owner can only withdraw invested capital from VINATEX through the transfer of all or part of VINATEX's capital to other organizations or individuals.

6. For state capital that the owner has committed to supplementing for VINATEX, the owner is responsible for investing the full amount according to the agreed timeframe. If, within two years, the full and timely investment of the committed capital does not occur, the VINATEX's registered capital must be adjusted.

Article 53. Management of Capital, Organization, Revenue, Expenses, Cost, and Profit Distribution of VINATEX

The management of capital, assets, revenue, expenses, and cost of VINATEX shall be carried out in accordance with the Financial Management Regulations of VINATEX and relevant legal provisions. The contents of the Financial Management Regulations of VINATEX must comply with current legal provisions on financial mechanisms and principles for managing capital, assets, revenue, expenses, cost, and profit distribution of 100% state-owned enterprises, and the provisions in this Charter. The Financial Management Regulations of VINATEX must include the following main contents:

1. Mechanism for managing and using capital.

2. Mechanism for managing and using assets.

3. Mechanism for managing revenue, expenses, and business operation results of VINATEX.

4. Mechanism for profit distribution; funds and purposes of fund usage of VINATEX.

5. Mechanism for managing financial plans, accounting systems, statistics, and auditing.

6. Rights, obligations, and responsibilities of the Board of Members and General Director in managing VINATEX's finances.

7. Financial relationship between VINATEX, subsidiaries, and associated companies.

Article 54. Financial Plan, Accounting, Audit, and Statistics

1. The fiscal year of VINATEX begins on January 1 and ends on December 31 of each Gregorian calendar year.

2. Before December 15 of each year, the General Director shall submit to the Board of Members for approval the business plan, investment plan, and the next financial plan of VINATEX. The Board of Members is responsible for reporting to the Ministry of Industry and Trade the annual business plans of VINATEX as the basis for monitoring and evaluating the management and operation results of the Board of Members and the General Director of VINATEX.

3. The General Director must submit to the Board of Members quarterly reports as prescribed. After the end of the fiscal year, the General Director must submit to the Board of Members for approval the audited annual financial reports as prescribed, including:

a) The financial report of VINATEX.

b) The financial report of wholly-owned subsidiaries by VINATEX.

c) The consolidated financial report of the Vietnam Textile and Garment Corporation.

4. The Board of Members has the duty to review and approve the financial reports, profit distribution schemes, handling of losses, and implement the public disclosure of the annual financial reports of VINATEX, wholly-owned subsidiaries by VINATEX, and the consolidated financial report of the Vietnam Textile and Garment Corporation according to the law; they are responsible under the law for the completeness, truthfulness, and reasonableness of the financial report data. After being reviewed and approved by the Board of Members, VINATEX submits the annual financial report to relevant agencies as prescribed by the current regulations of the Ministry of Finance.

5. VINATEX organizes and directs the implementation of:

a) Internal audit work as prescribed by the Ministry of Finance to serve the management operations of the General Director and the supervision and inspection work of the owner, the Board of Members towards subordinate units, subsidiaries, and affiliated entities of VINATEX.

b) Mandatory audit of the annual financial reports of VINATEX, subordinate units, subsidiaries, and affiliated entities, and final accounts of construction projects as prescribed by law.

6. VINATEX must publicly disclose financial information as prescribed.

7. VINATEX must carry out accounting and statistical work in accordance with the law.

ChapterVII

REORGANIZATION, DISSOLUTION, BANKRUPTCY, AND DIVERSIFICATION OF VINATEX'S OWNERSHIP

Article 55. Reorganization of VINATEX

1. The reorganization of VINATEX is reported by the Board of Members of VINATEX to the Ministry of Industry and Trade for submission to the Prime Minister for consideration and decision.

2. The Prime Minister decides specific measures for the reorganization of VINATEX in accordance with the law.

Article 56. Diversification of VINATEX's Ownership

1. VINATEX implements a change in legal form when the Prime Minister decides to privatize, sell part or all of VINATEX.

2. The procedures and formalities for changing VINATEX are carried out in accordance with the current legal provisions corresponding to the form of change.

Article 57. Dissolution of VINATEX

1. VINATEX will be dissolved in the following cases:

a) Operating at a loss for a prolonged period but not yet in a state of inability to pay maturing debts.

b) Unable to fulfill tasks assigned by the State even after implementing necessary measures.

c) Continuing to maintain VINATEX is unnecessary.

2. The Prime Minister decides the dissolution of VINATEX in accordance with the law. The procedures and formalities for dissolving VINATEX are carried out in accordance with the law.

Article 58. Bankruptcy of VINATEX

In case VINATEX loses the ability to pay its due debts, it shall be handled in accordance with the provisions of the Bankruptcy Law.

ChapterVIII

BOOKS AND RECORDS OF VINATEX

Article 59. Access to Books and Records of VINATEX

1. Quarterly and annually, VINATEX has the responsibility to submit reports to the Ministry of Finance and relevant state agencies as prescribed by law.

2. In cases of emergency, state management agencies and state-owned enterprise representative bodies with authority may request (in writing) VINATEX to provide any records or documents related to the implementation of state management rights and state ownership rights as prescribed by law and this Charter.

3. Apart from requesting records and documents for regular meetings of the Board of Members, the Chairman and members of the Board of Members have the right to request the General Director, Deputy General Directors, Executive Directors, Chief Accountants, or other management staff of VINATEX to provide all records and documents related to the functions and responsibilities of the Board of Members.

4. The General Director of VINATEX is responsible for organizing the retention and confidentiality of VINATEX's records and documents in accordance with VINATEX's regulations and the law.

5. Employees of VINATEX have the right to seek information about VINATEX through the Workers' Congress and the People's Inspection Committee of VINATEX.

Article 60. Disclosure of Information

1. The General Director of VINATEX decides and is responsible for disclosing information outside VINATEX. Subordinate units, departments, and sections holding records and documents of VINATEX can only provide information externally according to VINATEX's regulations.

2. Forms, contents, and places for sending information shall comply with VINATEX's regulations and the law.

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

ChapterIX

SETTLEMENT OF INTERNAL DISPUTES AND AMENDMENTS TO THE CHARTER ON ORGANIZATION AND OPERATIONS OF VINATEX

Article 61. Settlement of Internal Disputes

1. The settlement of internal disputes of VINATEX is based on this Charter on the principle of mediation.

2. If the mediation principle cannot be accepted by all parties, any party has the right to bring the dispute to competent authorities for resolution.

Article 62. Amendments to the Charter

1. The Prime Minister decides on amendments to this Charter.

2. The Board of Members of VINATEX has the right to propose to the Prime Minister regarding amendments to this Charter.

ChapterX

IMPLEMENTING PROVISIONS

Article 63. Effectiveness and Scope of Implementation

1. This Charter serves as the legal basis for the organization and operation of VINATEX. All individuals, subordinate units, subsidiaries, and affiliated entities of VINATEX are responsible for implementing this Charter.

2. This Charter takes effect from the date the approval decision becomes effective.

3. Subordinate units and subsidiaries of VINATEX base their Charters or Regulations on organization and operations on corresponding legal provisions and this Charter, submitting them to competent authorities for approval. The Charters or Regulations of subordinate units and subsidiaries must not contravene this Charter./.