DECREE

ORGANIZATIONAL AND OPERATIONAL CHARTER OF STATE CAPITAL INVESTMENT CORPORATION

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Law on Investment dated November 26, 2014;

Pursuant to the Law on Enterprises dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital Invested in Business Activities of Enterprises dated November 26, 2014;

Pursuant to the Government’s Decree No. 151/2013/ND-CP dated November 1, 2013 on functions, duties and mechanism for operations of State Capital Investment Corporation and the Government’s Decree No. 147/2017/ND-CP dated December 25, 2017 on amendments and supplements to the Decree No. 151/2013/ND-CP;

Upon the request of the Minister of Finance;

The Government hereby promulgates the Decree on the Organizational and Operational Charter of State Capital Investment Corporation.

Article 1. The Organizational and Operational Charter of State Capital Investment Corporation shall be annexed hereto.

Article 2. This Decree shall enter into force from the signature date and shall replace the Government’s Decree No. 57/2014/ND-CP dated June 16, 2014 on the Organizational and Operational Charter of the State Capital Investment Corporation.

Article 3. Ministers, Heads of Ministry-level agencies, Heads of Governmental bodies, Chairpersons of People’s Committees of centrally-affiliated cities and provinces, Board of Directors and Director General of the State Capital Investment Corporation shall be responsible for implementing this Decree./.

ORGANIZATIONAL AND OPERATIONAL CHARTER

OF STATE CAPITAL INVESTMENT CORPORATION
(Annexed to the Government’s Decree No. 148/2017/ND-CP dated December 25, 2017)

Chapter I

GENERAL PROVISIONS

Article 1. Interpretation

1. For the purposes of this Charter, terms used herein shall be construed as follows:

a) “State Capital Investment Corporation” (hereinafter referred to as SCIC) refers to an enterprise which is established under the Prime Minister’s decision; receives the state capital investment in its charter capital and is authorized to administer state capital invested in other enterprises in trust for Ministries, Ministry-level agencies, People’s Committees of provinces and centrally-affiliated cities;

b) “SCIC-controlled entity" refers to any dependent accounting unit belonging in the SCIC organizational structure;

c) “SCIC’s subsidiary” refers to a company that SCIC has established and in which SCIC is holding more than 50% of charter capital (except receiving companies prescribed in the Government’s regulations on SCIC’s functions, duties and operational mechanism);

d) “SCIC’s affiliate” refers to a company in which SCIC owns a portion of shares, except the company defined in point c of clause 1 of this Article (including receiving companies);

dd) “Representative of portion of SCIC’s capital contribution to another enterprise” refers to a person assigned or authorized by SCIC in writing to carry out SCIC’s rights and responsibilities over a part or the whole of SCIC’s shares at other enterprises, including persons that competent regulatory authorities designated as their representatives whom SCIC continues to accept and authorize to act as its representatives upon receipt of rights to represent state ownership interests in other enterprises (hereinafter referred to as representative).

2. Definitions of other terms used herein shall be the same as those in the Civil Code, the Corporate Law and other legislative instruments. The term “law” means Vietnamese law.

Article 2. Name and head office

1. Company’s name:

a) Vietnamese name: Tổng công ty Đầu tư và Kinh doanh vốn nhà nước;

b) English name: State Capital Investment Corporation;

c) Abbreviated name: SCIC.

2. Business type: Single-member limited liability company.

3. Head office:

a) SCIC has its head office located in Hanoi and its domestic and overseas branches, companies, representative offices and independent or dependent accounting entities;

b) Head office address: 23rd floor, Charmvit building, 117 Tran Duy Hung street, Cau Giay district, Hanoi, Vietnam;

c) Website: http: //www.scic.vn;

d) Telephone: 84-4-38240703; Fax 84-4-62780136.

4. Logo:

SCIC’s logo is designed in brownish red, pale yellow and gray color and is registered according to the Registration Certificate No. 116473 issued by the National Office of Intellectual Property controlled by the Ministry of Science and Technology under the Decision No. 26963/QD-SHTT dated December 18, 2008.

5. The Prime Minister shall be accorded authority to make decisions on any change in SCIC’s name and head office as per law.

Article 3. Legal status and legal personality

1. SCIC shall be organized and operated in a form of a single-member limited liability company whose charter capital is wholly held by the State under the provisions of corporate laws and clauses of this Charter.

2. SCIC shall have its own legal personality, stamp and emblem and may hold Vietnamese dong and any other foreign currency accounts opened at the State Treasury, domestic and foreign banks under the provisions of relevant laws.

3. Regulations on SCIC's stamp and use thereof:

a) SCIC shall have 01 stamp of which the form and contents are subject to the decision issued by its Board of Directors;

b) SCIC’s Board of Directors and Director General shall be vested with authority to manage and use its corporate stamp under laws currently in force.

4. SCIC may have domestic and overseas branches, companies and representative offices.

Article 4. Business purposes and scope

1. Business purposes:

a) Do business for profit, preserve and appreciate state owner’s capital invested in SCIC and SCIC’s investments in other enterprises, and fulfill other duties assigned by state owner’s representatives;

b) Innovate its management approach, improve efficiency in management of state capital invested in enterprises.

2. Scope of business;

a) Core business lines:

- Invest capital and manage invested capital within its duties assigned by the Government and the Prime Minister;

- Obtain and exercise rights to represent state owners at enterprises according to the Government’s regulations;

- Continue to carry out corporate restructuring, equitization and sell shares under the state ownership at enterprises that SCIC has acquired in trust for the State.

b) Other business activities pertaining to core business lines:

- Invest capital and perform capital trades in business sectors, industries or projects achieving economic efficiency in accordance with laws;

- Provide advisory services in such fields as investment and finance; corporate transformation, business management, corporate merger and acquisition, and other corporate support services prescribed by law;

- Other business lines permitted by the Government and the Prime Minister.

3. Pursuant to regulations laid down in clause 2 of this Article, SCIC’s Board of Directors may decide to adopt and revise the schedule of its registered business lines aligned with Vietnam’s industrial classification codes after receipt of approval from the Ministry of Finance as a basis to apply for business registration under the provisions of laws.

Article 5. Charter capital

1. SCIC’s charter capital shall be VND 50,000 billion (fifty thousand billion dong).

2. Adjustment to SCIC’s charter capital shall be subject to provisions of laws and regulations laid down in Article 65 herein.

Article 6. State owner’s representative to SCIC

1. The Government shall be accorded the central authority to carry out rights and obligations of a state owner’s representative to SCIC.

2. The Prime Minister shall directly implement rights and obligations of a state owner’s representative under his duties assigned by the Government, or shall mandate the Ministry of Finance to do so.

3. The Ministry of Finance shall implement rights and obligations of a state owner’s representative under its duties assigned by the Government or its authority delegated by the Prime Minister.

4. SCIC’s Board of Directors shall act as a direct agent of the state owner’s representative to SCIC, implement rights and obligations of a state owner's representative to enterprises and shares that SCIC are assigned and invest.

Article 7. SCIC’s legal representative

SCIC’s legal representative must be SCIC’s Director General.

Article 8. Party’s organization and sociopolitical associations inside SCIC

1. The organization of Communist Party of Vietnam inside SCIC shall be operated under the Constitution, the legislation and the Charter of the Communist Party of Vietnam.

2. Sociopolitical associations inside SCIC shall be operated under the Constitution and their Charters conforming to law.

3. SCIC shall provide necessary conditions and assume its responsibilities for support for Party’s organization, trade union and other sociopolitical associations inside SCIC to ensure SCIC’s business conforms to legislation and their Charters.

Chapter II

RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF A STATE OWNER’S REPRESENTATIVE TO SCIC, AND ASSIGNMENT OF RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF A STATE OWNER’S REPRESENTATIVE

Section 1. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF A STATE OWNER’S REPRESENTATIVE

Article 9. Rights and responsibilities of a State owner’s representative to SCIC

1. Make the decision on establishment, objectives, duties and business lines of SCIC; corporate restructuring, ownership transition, business insolvency and bankruptcy petition; capital contribution to other enterprises.

2. Issue, amend and supplement the Charter.

3. Make the decision on charter capital increases; adjust and dispose of a part or all of SCIC’s charter capital.

4. Decide SCIC‘s management structure; appointment, re-appointment, discharge, resignation, signing and termination of the contract with, offer of awards to and imposition of punishment on the Chairperson and members of Board of Directors, Comptrollers, Director General, Deputy Directors General and Chief Accountant of SCIC.

5. Make decision on the business strategy, plan and investment and development plan.

6. Approve policies for investment, construction and trading of fixed assets, capital mobilization and external investment projects of SCIC under the jurisdiction of that representative.

7. Regulate the financial regime, distribution of profits, establishment and use of funds; approve annual financial statements.

8. Set regulations on staff recruitment, salaries, wages or bonuses; decide pay rates applied to SCIC's Chairperson, members of Board of Directors, Comptrollers, Director General, Deputy Director General and Chief Accountant.

9. Make decisions on market growth, promotion and technological solutions; regulate the mechanism for assignment of tasks and involvement in provision and adequacy of public products and utilities essential for the economy.

10. Superintend, inspect and assess compliance with laws; assess fulfillment of specified objectives and assigned tasks, business outcomes and efficiency; manage, use, preserve and appreciate SCIC’s capital; assess SCIC‘s Chairperson, members of Board of Directors, Comptrollers, Director General, Deputy Director General and Chief Accountant.

11. Implement other rights and duties as stipulated by law.

Article 10. Obligations of the state owner’s representative

1. Make adequate investments in SCIC’s charter capital as per law.

2. Comply with SCIC’s Charter.

3. Accept liability to pay SCIC’s debts and other asset obligations within the range of SCIC’s charter capital; identify and distinguish the state owner’s assets and SCIC’s property.

4. Comply with laws when approving policies for investment, construction and trading of fixed assets, capital mobilization and external investment projects of SCIC.

5. Assure SCIC’s legal business rights.

6. Fulfill other obligations as stipulated by law.

Section 2. ASSIGNMENT OF DUTIES TO IMPLEMENT RIGHTS AND RESPONSIBILITIES OF THE STATE OWNER’S REPRESENTATIVE

Article 11. Rights and responsibilities of the Government

1. Promulgate, amend and supplement SCIC’s Charter upon the request of the Minister of Finance.

2. Identify, change or modify SCIC’s functions, duties and business mechanism upon the request of the Minister of Finance.

3. Implement other rights and duties as stipulated by law.

Article 12. Rights and responsibilities of the Prime Minister

1. The Prime Minister shall be mandated to make his decision on:

a) Reorganization, ownership transition and restructuring of SCIC;

b) SCIC’s charter capital upon incorporation and modification of its charter capital during the business period;

c) Investment policies for investment projects funded by SCIC as stated in clause 1, 2 and 4 of Article 31 in the Investment Law;

d) Policies for overseas investment in projects funded by SCIC as stipulated in clause 2 of Article 54 in the Law on Investment; approval of projects for SCIC’s contribution of capital to joint ventures with foreign investors operating within Vietnam.

dd) Appoint the Chairperson of the Board of Directors and Director General after receiving the request from the Ministry of Finance, verification results from the Ministry of Home Affairs and unanimous collective opinions from the Government’s Party Staff Division.

e) Planning, re-appointment, discharge, dispatch, rotation, dismissal, offer of rewards to, imposition of punishment on, resignation and retirement of the Chairperson of SCIC's Board of Directors after receiving the request from the Ministry of Finance and verification results from the Ministry of Home Affairs.

2. The Prime Minister shall be mandated to approve:

a) Business strategy, proposal, investment and developmental plan to be carried out during the period of 5 years; the general program for reorganization, reform and restructuring of SCIC;

b) Policies for establishment, transition of ownership and restructuring of subsidiaries wholly owned by SCIC; establishment, reorganization and closure of branches, representative offices and dependent accounting units of SCIC.

3. Implement other rights and duties as stipulated by law or under his authority delegated by the Government.

Article 13. Rights and responsibilities of the Ministry of Finance

The Ministry of Finance shall directly supervise SCIC's Board of Directors, shall have rights and responsibilities as follows:

1. Propose the followings to seek the Government’s decision to adopt:

a) SCIC's Charter, amendments and supplements to SCIC’s Charter upon the request of SCIC’s Board of Directors;

b) Change or modification of SCIC’s functions, duties and business mechanism as requested by SCIC’s Board of Directors.

2. Petition the Prime Minister to make his decision on:

a) Reorganization, ownership transition and restructuring of SCIC;

b) Amount of SCIC’s charter capital and adjustment to SCIC’s charter capital;

c) Planning, appointment, re-appointment, discharge, dispatch, rotation, dismissal, offer of rewards to, imposition of punishment on, resignation and retirement of the Chairperson of SCIC's Board of Directors after receiving verification results from the Ministry of Home Affairs;

d) Appointment of SCIC’s Director General after receiving verification results from the Ministry of Home Affairs.

3. Petition the Prime Minister to approve:

a) Business strategy, proposal, investment and developmental plan to be carried out during the period of 05 years; the general program for reorganization, reform and restructuring of SCIC;

b) Policies for establishment, transition of ownership and restructuring of subsidiaries wholly owned by SCIC; establishment, reorganization and closure of branches, representative offices and dependent accounting units of SCIC.

4. Make decisions on the followings:

a) Planning, appointment, re-appointment, dismissal, offer of rewards to or imposition of punishment on any member of the Board of Directors (except the Board’s Chairperson), Comptrollers, and payment of wages, salaries, remunerations and bonuses as well as other benefits to persons who hold office as Comptrollers;

b) Wages, salaries, remunerations, bonuses and other benefits paid to the Board’s Chairperson, members of the Board of Directors and Comptrollers; funds for payment of wages, salaries and remunerations to SCIC's management and Comptrollers;

c) Promulgation of Regulations on financial management over SCIC.

5. Approve policies for:

a) Change in the rates of SCIC’s ownership at enterprises belonging to the list of enterprises whose controlling shares are held by the State (except as prescribed in point b of clause 2 of Article 15 in the Government’s Decree No. 151/2013/ND-CP dated November 1, 2013 on SCIC’s functions, duties and business mechanism), and acceptance of enterprises voluntarily participating as its subsidiaries or affiliates;

b) Mobilization of capital and investment with respect to any SCIC-funded investment project (except those projects specified in point c and d of clause 1 of Article 12 herein) for which the investment fund accounts for more than 25% of its equity specified in the financial statement made in the most recent quarter or year preceding the date of grant of approval of a policy for capital mobilization and investment in such project, or is greater than the amount of capital required for any group-B investment project as provided in the Law on Public Investment;

c) Sale or purchase of fixed assets, investment projects outside of SCIC in which the investment fund accounts for more than 25% of its equity specified in SCIC's financial statement made in the most recent quarter or year preceding the date of grant of the decision on sale and purchase of fixed assets or investment, or is greater than the amount of capital required for any group-B investment project under the provisions of the Law on Public Investment; overseas investment projects under its jurisdiction and projects for investment in other enterprises that serve the purposes of providing public products and utilities.

6. Give its written opinions to SCIC’s Board of Directors to help them:

a) Approve business plans, financial statements, profit distribution and setting aside of profits for funds of SCIC on an annual basis;

b) Make decision on planning, re-appointment, resignation, discharge, secondment, rotation, offer of rewards to, imposition of disciplinary actions on, dismissal and retirement of SCIC’s Director General.

7. Carry out supervision, inspection and assessment of compliance with laws; management, use, preservation and appreciation of capital; implementation of strategies and plans; implementation of the regime for recruitment and hiring of employees; the regime on payment of wages and salaries; give its opinions on supervision, inspection and assessment of other entities accorded authority over investment, use and management of state capital at SCIC.

8. Assess fulfillment of specified objectives, assigned tasks or implementation of permitted business lines, business outcomes and efficiency; assess the extent to which office holders and comptrollers fulfill their management and governance tasks.

9. Implement other rights and duties as stipulated by law or under its authority delegated by the Government or the Prime Minister.

Article 14. Rights and responsibilities of other sectoral ministries

1. The Ministry of Planning and Investment:

a) Give opinions on SCIC’s objectives, tasks and business lines; corporate reorganization, ownership transition, insolvency and bankruptcy petition of SCIC; proposal for establishment of any subsidiary whose charter capital is wholly owned by SCIC; SCIC’s investment and developmental strategy, plan and business proposal to be carried out for the period of 5 years; general program for restructuring and reform of SCIC; adjustment in SCIC’s charter capital during its business period;

b) Cooperate with the Ministry of Finance in supervising and inspecting implementation of SCIC’s strategies, plans, specified objectives and assigned tasks;

c) Implement other rights and obligations according to law, under its duties assigned and authority delegated by the state owner’s representatives, as well as in compliance with this Charter.

2. The Ministry of Home Affairs:

e) Verify the planning, appointment, re-appointment, dismissal, discharge, dispatch, rotation, offer of rewards to, imposition of punishment on, resignation and retirement of the Chairperson of SCIC's Board of Directors after receiving the request from the Ministry of Finance;

b) Verify the appointment of SCIC’s Director General after receiving the request from the Ministry of Finance;

c) Cooperate with the Ministry of Finance in carrying out inspection and assessment of compliance with regulations of the Party and State on SCIC’s staff affairs;

d) Implement other rights and obligations according to law, under its duties assigned and authority delegated by the state owner’s representatives, as well as in compliance with this Charter.

3. The Ministry of Labor, War Invalids and Social Affairs:

a) Cooperate with the Ministry of Finance in legally carrying out the annual control, inspection and assessment of conformance of SCIC to the regime for recruitment, salaries, bonuses and remunerations;

b) Consult with the Ministry of Finance to make decision to approve the annual payroll, compensation and bonus package applied to SCIC’s office holders;

c) Preside over and cooperate with ministries and sectoral administrations concerned in providing instructions about the regime for wages, salaries, compensation and bonuses applied to employees and office holders provided that such instructions are relevant to the particular nature of SCIC;

d) Implement other rights and obligations according to law, under its duties assigned and authority delegated by the state owner’s representatives, as well as in compliance with this Charter.

Article 15. Rights and responsibilities of SCIC’s Board of Members

Carry out rights and responsibilities prescribed in Article 27 herein.

Section 3. CONTROL BOARD AND COMPTROLLERS

Article 16. Eligibility standards and requirements for Comptrollers

1. Have full civil capacity and not a subject of the regulation laid down in clause 2 of Article 18 in the Law on Enterprises.

2. Hold degrees in such majors as finance, accounting, audit, law and business administration, gain at least 3 years' experience in holding the same office. In particular, the Head of the Control Board must acquire at least 5 years' experience in his/her trained majors like those mentioned above.

3. Not an employee working for SCIC.

4. Not a wife or husband, blood father or mother, foster father or mother, natural or adoptive child, blood brother, sister, brother-in-law or sister-in-law of the following person:

a) Head or deputy head of an agency representing an owner of SCIC;

b) Member of SCIC’s Board of Directors;

c) SCIC’s Deputy Director General and Chief Accountant;

d) Other comptrollers of SCIC.

5. Do not hold dual office as a Director or Director General of another enterprise.

6. Not a holder of multiple offices such as a comptroller, member of the Board of Directors and member of the Governing Board of a non-state enterprise.

7. Satisfy other eligibility standards and requirements stipulated in relevant laws and this Charter.

Article 17. Employment rules of the Control Board and Comptrollers

1. SCIC’s Control Board must be composed of 03 Comptrollers appointed by the Minister of Finance, each of whom will hold office for the term of 03 years and may be re-appointed to the extent that each Comptroller holds office for 2 terms at maximum. Appointment, re-appointment, dismissal, offer of rewards to, imposition of punishment on and assessment of performance of each Comptroller shall be subject to laws and provisions set forth herein.

2. Minister of Finance shall be authorized to give his/her consent to Employment Regulations of SCIC’s Comptrollers upon the request of the Head of the Control Board.

3. The Control Board’s Head shall work full time for SCIC while other members may participate in the Control Board in charge of no more than 04 state enterprises, subject to the requirement under which they have to obtain the written consent to this from the Ministry of Finance.

4. The Control Board’s Head shall set up a monthly, quarterly and yearly plan to be carried out by the Board; shall assign specific tasks and duties to each member.

5. A comptroller must work independently and actively towards assigned tasks and duties; may propose or recommend other relevant tasks or duties not specified in the plan or not falling within his/her assigned jurisdiction where necessary.

6. The Control Board shall hold a meeting each month to review, assess and ratify the report on control results achieved during a month and submit it to the state owner’s representative agency; discuss and adopt the upcoming work plan of the Control Board.

7. The Control Board’s decision shall be adopted and ratified if a majority of members present at the meeting give their unanimous opinions. Any disagreements with the adopted decision must be recorded in full, accurately and must be reported to the Ministry of Finance.

Article 18. Duties and powers of the Control Board

1. Duties of the Control Board.

a) Superintend implementation of business growth strategies, plans and fulfillment of strategic goals and planned objectives of SCIC;

b) Inspect and assess implementation of rights and obligations of members of the Board of Directors and the Board of Directors itself and Director General of SCIC;

c) Check legality, authenticity and discretion of the Board of Directors and Director General of SCIC during the period of implementation of the rights delegated to the state owner's representative and administration of SCIC’s business activities;

d) Check and evaluate efficiency and level of compliance with regulations on internal audit, management and prevention of risks, reporting regulations and other internal administration regulations of SCIC;

dd) Carry out supervision to ensure legitimacy, systematicness and authenticity of accounting activities, accounting books, contents of financial statements, appendices and relevant materials;

e) Superintend SCIC’s transactions with related parties;

g) Supervise execution of major projects, trades or other business deals on a large scale or irregular business transactions of SCIC;

h) Make reports on assessment and give recommendations on contents prescribed in points a, b, d, c, dd, e and g of this clause, and send them to the state owner’s representative agencies and the Board of Directors;

i) Verify financial statements, business performance reports, management activity review reports and other reports before submitting them to the state owner's representative to SCIC or other relevant state regulatory authorities; submit reports on verification results to the state owner's representative to SCIC;

k) Propose amendments, modifications and structure of management and governance of SCIC’s business activities to seek approval from the SCIC’s state owner's representative;

l) Perform other duties according to the requirements and decisions of the Prime Minister and the Minister of Finance in accordance with laws and this Charter.

2. Rights of the Control Board and Comptrollers

a) Attend regular meetings, meetings of the Board of Directors or the Director General’s Executive Board, thematic meetings about assessment of performance of Comptrollers at SCIC, formal or informal consultations and discussions of the state owner’s representative agency with the Board of Directors; have the rights to put questions to the Board of Directors, members of the Board of Directors and Director General as to investment and development plans, projects or programs and other decisions related to SCIC management and governance activities. In these meetings, Comptrollers shall be accorded the rights to speak but not be entitled to vote, unless otherwise prescribed in clause 1 and 2 of Article 40 herein;

b) Have access to adequate information, data, documents and reports on matters under the authority delegated to the Board of Directors or Director General with regard to governance of SCIC’s business activities;

c) View accounting records, books, reports, contracts, transactions and any other documents or materials stored at SCIC's head office, branches and representative offices to consider performing prescribed duties; assess performance of the Board of Directors, members of the Board and Director General on their management and governance duties where necessary or upon the request of the state owner’s representative agency. Where it is necessary to view documents of any enterprise of which charter capital is wholly owned by SCIC or any enterprise to which SCIC makes its capital contribution, a Comptroller must collaborate with a representative of state capital that SCIC invests in these enterprises after obtaining consent from SCIC;

d) Review and assess the current state of SCIC’s business, SCIC's financial status, current operational conditions and effectiveness of regulations on internal management of SCIC;

dd) Request any member of the Board of Directors, Director General, Deputy Director General, Chief Accountant and other office holders to report and provide information on any matter within their jurisdiction, and on investment and business activities of SCIC;

e) Request the Board of Directors, Director General, Deputy Director General and Chief Accountant to report on the current status and conditions of business results of SCIC’s subsidiaries and affiliates if they aware that it is necessary to perform duties prescribed in laws and this Charter;

g) In case where they discover that any member of the Board of Directors, Director general and any office holder is in breach of regulations on their rights, obligations and responsibilities, or poses any risk of contravening these regulations; or any violation against laws, breach of regulations on economic administration, provisions of this Charter or SCIC's internal management rules, they must promptly report to the state owner’s representative agency to SCIC, other members of the Control Board and individuals concerned;

h) Request the Ministry of Finance to establish a unit performing accounting tasks to counsel and directly assist the Control Board in carrying out assigned rights and obligations;

i) Have the right to affix SCIC’s corporate stamp to documents or records within the scope of a Comptroller’s duties, functions and authority. SCIC must cooperate with Comptrollers in setting out regulations on use of the corporate stamp in order to ensure compliance with laws;

k) Have access to training courses in a Comptroller’s profession which are provided by regulatory authorities, seminars and other training courses in Comptroller's professional skills that are organized by SCIC;

l) Assume other rights and authority in accordance with laws and decisions of the Prime Minister and the Minister of Finance.

Article 19. Comptroller’s responsibilities

1. Comply with laws, SCIC’s Charter, decisions of the state owner’s representative and professional ethics in the course of carrying out rights and obligations prescribed in relevant laws and this Charter.

2. Carry out assigned rights and obligations in an honest, discreet and due manner in the best legal interests of SCIC and state owner’s representative to SCIC.

3. Give commitment to acting in the best interests of SCIC and state owner’s representatives to SCIC. Manage information and ensure information security in accordance with regulations of the state owner's representative and SCIC’s regulations. Do not abuse delegated powers to hinder any of SCIC’s business activities. Avoid misusing SCIC’s business information, trade secrets and business opportunities. Prohibit abusing the position, title and property of SCIC for personal purposes or in the interests of other organizations or individuals.

4. Fulfill other obligations prescribed in relevant laws and this Charter.

5. In cases where any violation of obligations specified in clause 1, 2, 3 and 4 of this Article inflicts any loss on SCIC, the in-charge Comptroller shall be held joint or several liability for such loss; depending on the nature and level of violation and loss, the violating Comptroller shall be subject to permissible disciplines, administrative penalties or criminal prosecution.

6. All income and other benefits that a Comptroller directly or indirectly obtains due to any breach of obligations specified in clause 1, 2, 3 and 4 of this Article must be given back to SCIC.

7. In case where it is discovered that a Comptroller is in breach of obligations in the course of carrying out assigned rights and obligations, another member of the Control Board shall be obliged to report to the Ministry of Finance in writing to request such breach and decide on any possible remedy.

Article 20. Discharge and dismissal of Comptrollers

1. A Comptroller shall be discharged in the following cases:

a) He/she does not meet eligibility standards and requirements stipulated in Article 16 herein;

b) He/she has filed the resignation letter and is subject to the approval decision issued by the Ministry of Finance;

c) He/she is dispatched or assigned another task under the decision of the Ministry of Finance or any other regulatory authority;

d) He/she falls into other cases prescribed in this Charter and other relevant laws.

2. A Comptroller shall be dismissed in the following cases:

a) He/she fails to fulfill assigned tasks and duties;

b) He/she fails to carry out his/her own rights and obligations during 3 consecutive months, except in force majeure cases;

c) He/she seriously or repeatedly violates obligations of a Comptroller as provided herein;

d) He/she falls into other cases prescribed in this Charter and other relevant laws.

Article 21. Wages, salaries, remunerations, other benefits and relationship of Comptrollers

1. Wages, salaries, remunerations and other benefits of Comptrollers:

a) He/she shall be entitled to wages, salaries, remuneration and bonuses determined on the basis of the level of fulfillment of their assigned tasks and SCIC's business efficiency;

b) The Ministry of Finance shall decide the levels of wages, salaries, remunerations and bonuses, and payments thereof to Comptrollers, based on the levels of fulfillment of their assigned tasks and as per law;

c) The regime on payment of wages, salaries, remunerations and other benefits to Comptrollers shall be subject to regulations currently in force;

d) Operational costs of Comptrollers shall be recorded into the account of SCIC’s administrative expenses in accordance with laws;

dd) Full-time Comptrollers shall be entitled to preferential treatment, welfare benefits and participation in operations of SCIC like those granted to SCIC’s other officers and employees.

2. Relationship between Comptrollers on one side and the state owner’s representatives, the Board of Directors or Director General of SCIC on the other side, or between Comptrollers, shall be subject to laws currently in force and regulations on operations of Comptrollers.

Chapter III

SCIC’S RIGHTS AND OBLIGATIONS

Article 22. SCIC’s rights

1. Select and decide a capital investment or business sector or form according to the market principles, ensure efficiency and profitability and conformance to laws.

In case of carrying out capital investment and business tasks to achieve sociopolitical targets within the scope of its duties assigned by the Government or the Prime Minister, SCIC must prepare a monitoring report clearly specifying results gained after carrying out these tasks for submission to the Prime Minister to seek his decision on possible actions to be taken.

2. Make capital and property contributions to domestic and foreign investors for the purposes of entering into joint venture or affiliation in the following forms: Acquiring part or all of other companies, investing in establishment of new enterprises, and signing business cooperation contracts; doing so in other forms as provided by law.

3. At their discretion, decide additional capital investments, sell shares of capital available at enterprises receiving state capital from ministries, ministry-level bodies and provincial People’s Committees under laws currently in force and this Charter; of their own accord, select the approach to selling capital that SCIC has received from or invested in enterprises under the Government’s regulations on functions, duties and regime of SCIC’s operations and this Charter; enter into agreements to redeem shares and contributed capital already sold to investors to assure the State’s rights and interests.

4. Receive investment capital in trust from the State, domestic and overseas organizations and individuals.

5. Establish and make equity participation in establishing subsidiaries and affiliates (including fund management companies and investment funds) in accordance with laws and this Charter.

6. Make decision on establishment of domestic and overseas branches, representative offices and dependent accounting units under laws after receipt of the Prime Minister’s approval decision on policies for such establishment.

7. Carry out rights and responsibilities of the state owner to single-member limited liability companies of which charter capital is wholly owned by SCIC; rights and obligations of a state owner to SCIC’s portions of capital contribution to joint stock companies and multiple-member limited liability companies (including those that SCIC has received) in accordance with laws.

8. Appoint, authorize and assess performance of representatives; discharge, reward and punish representatives; decide the levels of remunerations, bonuses and other benefits of which representatives to enterprises are authorized to take control. It may mandate representatives to decide matters prescribed in laws or the Government’s regulations on functions, duties and regime for operations of SCIC and this Charter. It may involve in the process of selection of representatives for shares to enterprises that must transfer their capital to SCIC.

9. Exercise other rights as stipulated by law.

Article 23. SCIC’s obligations

1. Effectively manage and use, preserve and appreciate state capital that the State invests and owns at enterprises under the state management in accordance with laws and this Charter.

2. Request the Ministry of Finance to assess and propose the general program for restructuring and reform of single-member limited liability companies with their wholly state-owned charter capital that are put under SCIC’s delegated authority to seek the Prime Minister's approval decision.

3. Request the Ministry of Finance to assess and propose the business strategy, plan, investment and development proposal for the period of 5 years to seek the Prime Minister’s approval decision.

4. Carry out the state owner’s obligations to single-member limited liability companies of which charter capital is wholly owned by SCIC; obligations of a state owner’s representative of SCIC’s portions of capital contribution to joint stock companies and multiple-member limited liability companies (including those that SCIC has received) in accordance with the Government’s regulations on functions, duties and regime for operations of SCIC.

5. Make public disclosure and dissemination of information in accordance with laws.

6. Fulfill other obligations as stipulated by law.

Chapter IV

SCIC'S EXECUTIVE MANAGEMENT STRUCTURE

Article 24. SCIC’s executive management structure

The organizational structure for management and governance of SCIC’s business activities shall be composed of the followings:

1. Board of Directors.

2. Director General and his/her assisting apparatus.

3. Comptrollers.

Section 1. BOARD OF DIRECTORS

Article 25. Functions of the Board of Directors

1. The Board of Directors is a direct representative of the state owner’s representative to SCIC that can make decisions on matters regarding identification and implementation of SCIC’s objectives, duties and rights under its delegated authority as provided herein, except those matters subject to decisions issued by the Government, the Prime Minister, the Ministry of Finance under their jurisdiction, and by other state regulatory authorities according to regulations on decentralization.

2. The Board of Directors shall be held accountable to the Government, the Prime Minister, the Ministry of Finance, and before laws, for all activities and growth of SCIC.

Article 26. Personnel structure of SCIC’s Board of Directors

SCIC’s Board of Directors is composed of 07 members at maximum. The Board’s Chairperson and members shall work under the full-time regime. Director General is a member of the Board of Directors. A member may hold office for the maximum period of 5 years, and can be re-appointed to serve no more than 2 terms of office.

Article 27. Rights and responsibilities of SCIC’s Board of Directors

1. Request the Ministry of Finance to verify and petition a relevant competent regulatory authority to approve and adjust SCIC’s charter capital; revise SCIC’s Charter, functions, duties and operational mechanism; carry out the corporate reorganization, ownership transition and restructuring of SCIC.

2. Make decision on SCIC’s business strategy, plan, investment and development proposal for the 5-year period; SCIC‘s annual business plan after receipt of a competent entity’s approval decision and submit such decision to the Ministry of Finance and the Ministry of Planning and Investment for compiling and monitoring purposes.

3. Make decision on establishment, transition of ownership and restructuring of wholly SCIC-owned subsidiaries; establishment, reorganization and closure of branches, representative offices and dependent accounting units of SCIC after obtaining the Prime Minister’s decision to approve policies for such activities.

4. Execute the general program for reorganization, reform and restructuring of SCIC after receiving any request and a competent regulatory authority’s approval decision.

5. Make decision on change in SCIC‘s proportion of ownership at enterprises belonging to the list of enterprises whose controlling shares are held by the State or receipt of enterprises voluntarily participating as SCIC’s subsidiaries and affiliates after filing a request for such receipt and obtaining a competent regulatory authority's decision to approve policies for such receipt.

6. Request the Ministry of Finance to seek the Prime Minister’s consent to:

a) Planning, appointment, re-appointment, discharge, dispatch, rotation, resignation, offer of rewards to, imposition of punishment on, dismissal and retirement of the Chairperson of SCIC's Board of Directors.

b) Appointment of the Director General for SCIC.

7. Request the Ministry of Finance to consent to: Plan, appoint, re-appoint, discharge, reward, discipline, pay wages, salaries, remuneration, bonuses and other interests to the Board’s members; issue SCIC’s financial management Regulations.

8. Make decision on the plan to mobilize capital and investment in specific projects stated in point c and d of clause 1 of Article 12 and point b of clause 5 of Article 13 after requesting and receiving a competent regulatory authority's approval of policies for such activities; grant decisions on its own or authorize the Director General to make decision on the capital mobilization plan and investment projects funded by no greater than 25% of the equity specified in SCIC’s financial statement made in the most recent quarter or year preceding the date of capital mobilization or grant of the investment decision on condition that such investment does not exceed the allowable maximum amount of investment in group-B investment projects as provided in the Law on Public Investment.

9. Make decision on the plan to sell and purchase fixed assets and external investment projects outside of SCIC as provided in point c of clause 5 of Article 13 and projects funded by joint venture between SCIC and foreign investors in Vietnam, projects for SCIC’s making investments in other enterprises to supply public products and services after receipt of a competent regulatory authority’s approval of policies for such activities; make decision or authorize the Director General to make decision on sale or purchase of fixed assets and external investment projects funded by no greater than 25% of the equity specified in the financial statement made in the most recent quarter or year preceding the date of grant of the decision on sale and purchase of fixed assets or investment in projects provided to extent that such investment capital does not exceed the permissible maximum amount of investment in group-B projects prescribed in the Law on Public Investment.

10. Approve SCIC’s financial statements, distribution of SCIC’s annual profits, setting aside of amounts available for establishment and use of SCIC’s annual funds after receipt of the written opinion from the Ministry of Finance.

11. Make decision on planning, re-appointment, dismissal, discharge, secondment, rotation, offer of rewards to, imposition of disciplinary actions on, resignation and retirement of SCIC’s Director General after obtaining the written consent from the Ministry of Finance.

12. Make decision on wages, salaries, remuneration, bonuses and other interests to which appointees decided by the Board of Directors as per laws are entitled.

13. Carry out rights and responsibilities of a state owner to SCIC’s subsidiaries and affiliates under the provisions of relevant laws and this Charter.

14. Designate the representative of SCIC’s portions of capital contribution to other enterprises; give written opinions based on which representatives of SCIC’s portion of capital contribution cast their votes in accordance with laws.

15. Agree to allow the Director General to issue SCIC’s internal management regulations.

16. Make decision on SCIC’s market growth, promotion and technological solutions.

17. Bear responsibilities to manage and govern SCIC in compliance with laws and decisions of the state owner’s representative; manage the effective use, preservation and appreciation of capital; promptly report to the state owner’s representative on SCIC’s losses, insolvency, failure to fulfill objectives and duties assigned by the state owner or other cases in which SCIC has committed violations.

18. Assume legal liability for any violation resulting in any loss of SCIC’s capital and assets.

19. Conduct internal audits and make decision on establishment of an internal auditing unit under SCIC’s authority.

20. Implement other rights and duties as stipulated by law or under its authority delegated by the Government, the Prime Minister and the Ministry of Finance.

Article 28. Eligibility standards and requirements of members of SCIC‘s Board of Directors

1. Being Vietnamese citizens permanently residing in Vietnam.

2. Holding professional qualifications and practical experience in business administration or SCIC’s scope of business.

3. Having good health conditions, morals, showing honesty, straightforwardness, legal expertise and a good sense of compliance with laws.

4. Not being wives, husbands, blood fathers, foster fathers, blood mothers, foster mothers, natural children, adoptive children, younger or older blood brothers, blood sisters, younger or older brothers or sisters-in-law of heads or deputy heads of the state owners' representative agencies; members of the Board of Directors, the Director General, the Deputy Directors General and Chief Accountant; Comptrollers working at SCIC.

5. Not being public officers, servants or employees working for state regulatory authorities, political organizations, sociopolitical organizations, or not being persons holding office or managerial positions at SCIC's member companies.

6. Having not yet been dismissed from the title of Chairperson of the Board of Directors, members of the Board of Directors or the Chairpersons of companies, Directors, Deputy Directors or Directors General or Deputy Directors General of state enterprises.

7. Meeting other legibility standards and requirements prescribed in laws.

Article 29. Chairperson and members of the Board of Directors

1. Chairperson of the Board of Directors:

a) The Chairperson of the Board of Directors shall be subject to the Prime Minister’s decision on planning, appointment, re-appointment, resignation, discharge, secondment, rotation, rewarding, sanctioning, dismissal and retirement as provided in point dd and e of clause 1 of Article 12 herein. The term of office of the Chairperson shall not exceed 5 years, and upon expiration of such term, the Chairperson may be re-appointed to no more than 2 terms of office. The Chairperson shall hold office according to the full-time work regime and shall not be allowed to undertake multiple posts as Directors General of SCIC and other enterprises;

b) Chairperson of the Board of Directors shall assume the following rights and obligations:

- Act on behalf of the Board of Directors to certify acceptance of capital, land, natural and other resources that the State entrusts to SCIC;

- Convene and preside over meetings of SCIC‘s Board of Directors or collect opinions from members of SCIC’s Board of Directors;

- Lead fulfillment of duties assigned by the Board of Directors in accordance with this Charter;

- Sign documents on behalf of the Board of Director;

- Carry out the monitoring and surveillance of implementation of resolutions and decisions of the Board of Directors; have the right to act on behalf of the Board of Directors to revoke the Director General’s decision in breach of resolutions and decisions of the Board of Directors;

- Where necessary, the Chairperson of the Board of Directors may authorize one of the Board’s members in writing to perform functions and duties assigned to the Chairperson of SCIC’s Board of Directors in the absence of SCIC's Chairperson of the Board of Directors. The person receiving authorization shall be responsible to the Chairperson for tasks to be performed in trust;

- Carry out other rights and obligations under law and the authority delegated by the Prime Minister.

2. Members of SCIC’s Board of Directors:

a) Minister of Finance shall be accorded authority to appoint members of the Board of Directors and procedures for appointment subject to laws. Members of the Board of Directors shall work under the full-time employment regime.

b) Members of the Board of Directors shall have the following rights and responsibilities:

- Attend meetings to discuss, give recommendations cast their votes on matters under the jurisdiction of the Board of Directors;

- Check, examine, search, duplicate or make an extract of information contained in transaction registers, accounting books, records, annual financial statements and journals recording minutes on meetings of the Board of Directors, as well as other documents or materials under the SCIC's control;

- Carry out other tasks and responsibilities according to appointment decisions, this Charter and relevant laws.

Article 30. Dismissal and discharge of members of the Board of Directors

1. The Chairperson and other members of the Board of Directors shall be discharged from their office in the following cases:

a) Any of them have no longer met eligibility standards and requirements stipulated in Article 28 herein;

b) Any of them applies for his/her resignation which is then accepted in writing by the Prime Minister (applicable to the Chairperson of the Board of Directors) and the Ministry of Finance (applicable to other members of the Board of Directors);

c) Any of them has obtained a decision on secondment, transfer to another post or retirement;

d) Any of them does not have adequate competency and qualification to undertake assigned tasks; his/her civil capacity has been lost or constrained;

dd) Any of them is not healthy or prestigious enough to serve as a member of the Board of Directors;

e) Any of them falls into other cases in which he/she must be discharged in accordance with relevant laws.

2. The Chairperson and other members of the Board of Directors shall be dismissed in the following cases:

a) Any of them contributes to the fact that SCIC has not fulfilled objectives and targets specified in its business plans for 02 consecutive years; has failed to preserve and appreciate investment capital upon the request of the Prime Minister and the Ministry of Finance without giving objective reasons or explaining the reason why the Prime Minister or the Ministry of Finance does not give their consent;

b) Any of them is prosecuted and pleads guilty;

c) Any of them performs fraudulent acts in the course of carrying out rights and obligations, abuses professional ranks and positions, uses SCIC’s property to gain personal benefits or serve the interests of other organizations or individuals; provides incorrect financial information and business results of SCIC.

3. Within 60 days of receipt of a decision on discharge or dismissal, SCIC‘s Board of Directors must convene a meeting to request the Ministry of Finance to consider issuing a decision on appointment of a substitute member of SCIC‘s Board of Directors, or petition the Prime Minister to consider appointing a substitute Chairperson of SCIC‘s Board of Directors.

Article 31. Employment regime, conditions and manners of meetings of the Board of Directors

1. The Board of Directors shall work under the collective employment regime; shall hold a meeting on a quarterly basis in order to consider issuing decisions on matters under its powers and obligations. As for those matters that do not need to be discussed, the Board of Directors may collect written opinions in accordance with regulations laid down in SCIC’s Charter.

The Board of Directors may convene irregular meetings to deal with urgent issues upon the request of the state owner's representative agency to SCIC or the Chairperson of the Board of Directors or more than 50% of membership of the Board of Directors or the Director General.

2. The Chairperson or any member of the Board of Directors who is authorized by the Chairperson of the Board of Directors shall be responsible for setting the agenda and preparing documents or handouts necessary for a meeting, convening and chairing that meeting. Members of the Board of Directors may give written comments on the meeting's agenda. Matters to be discussed and documents used in a meeting must be sent to all members and guests (if any) 3 working days before. In particular, a meeting’s documents or handouts related to requests for consent of the state owner's representative agency to SCIC to amendments or supplements to the SCIC's Charter, for approval of corporate growth guidelines, annual financial statements, reorganization or dissolution of SCIC must be sent to all participating members within the maximum duration of 05 days before the meeting takes place.

3. A meeting’s invitation may be sent by letter, telephone, facsimile, or other electronic means, and may be addressed directly to each member of the Board of Directors and other guests. Contents of a meeting’s invitation need to clarify the meeting’s time, venue and agenda. An online meeting may take place where necessary.

4. A meeting in which opinions of the Board's members are collected will be deemed legitimate if at least two thirds of the Board’s membership is present. A Resolution of the Board of Directors shall be adopted if more than half of the Board's participating members votes for it; in case where the number of votes for and against a matter is equal, the Chairperson of the Board of Directors or the person authorized by the Board's Chairperson shall have the deciding vote. Any member of the Board of Directors may have his/her opinion submitted to the state owner’s representative agency for its consideration.

5. In a meeting where written opinions are collected from members of the Board of Directors, a Resolution of the Board of Directors shall be adopted only when more than half of membership cast their votes for it.

The Resolution may be adopted by using multiple copies of the same written request for opinions from members of the Board of Directors if each of these copies bears at least a signature of a member of the Board of Directors.

6. Based on a meeting’s contents and agenda, where necessary, the Board of Directors shall have the right or assume its responsibility to invite authorized representatives from organizations or entities concerned to participate and discuss specific matters mentioned in the meeting’s agenda. Representatives of entities or organizations invited to a meeting may speak but cannot vote. Invited representative’s opinions shall be fully recorded in the meeting’s minutes.

7. Matters to be discussed, oral presentations, voting results and vote results and decisions adopted by the Board of Directors and conclusions of a meeting of the Board of Directors must be minuted. The Chair and Secretary of a meeting shall have joint liability to ensure accuracy and integrity of the meeting's minutes. The meeting’s minutes must be written up and ratified before the meeting is ended. The followings must be contained in the minutes:

a) Time, venue, purposes and agenda of a meeting; list of participating members; matters to be discussed and vote on; summary of spoken opinions of members about specific matters to be discussed;

b) The number of votes for and against a matter that must be counted in case blank votes are not accepted, or the number of votes for and against and abstentions that must be counted in case blank votes are accepted;

c) Decisions that have already been ratified; full names and signatures of participating members.

8. Members of the Board of Directors may request the Director General, Deputy Directors General, Chief Accountant and other executives or officer holders of SCIC and wholly SCIC-owned companies, and representatives of SCIC’s portions of capital contribution to other enterprises, shall provide information and documents on financial and operational conditions of related companies in accordance with communication regulations imposed by the Board of Directors or resolutions of the Board of Directors. Persons requested to provide information must provide timely, full and accurate information and documents upon the requests made by members of the Board of Directors, unless otherwise decided by the Board of Directors.

9. While on duty, the Board of Directors may use an executive machinery or assisting unit (if any) and SCIC's official corporate stamp.

10. Where necessary, the Board of Directors can consult with domestic and foreign experts before making decisions on important matters under the Board’s jurisdiction. Expenses incurred from consultation with advisory experts shall be subject to SCIC’s Regulations on financial management.

11. A Resolution of the Board of Directors shall be in force from the date on which it is adopted or the effective date specified in such Resolution, except in cases where it must obtain consent from the state owner’s representative agency to SCIC.

Article 32. Operational expenses of the Board of Directors

All operational expenses of the Board of Directors, experts and consultants to the Board of Directors may be charged into the account of management expenses of SCIC. SCIC’s Director General must provide conditions and equipment necessary for operations of the Board of Directors.

Article 33. Requirements for eligibility of the Chairperson and members of the Board of Directors for involvement in management of other enterprises

1. In order to be eligible to get involved in management of other enterprises, any member of the Board of Directors shall not hold senior positions in SCIC’s subsidiaries.

2. Such member is not a wife, husband, blood father, foster father, blood mother, foster mother, natural child, adoptive child, younger or older blood brother, blood sister, younger or older brother or sister-in-law of the head or deputy head of a state owner’s representative agency; a member of the Board of Directors; the Director General, the Deputy Director General and Chief Accountant; a Comptroller working at SCIC.

Section 2. DIRECTOR GENERAL

Article 34. Functions of the Director General

The Director General must be a person in charge of SCIC’s daily activities according to predetermined objectives, plans and Resolutions or Decisions of the Board of Directors, this Charter and provisions of relevant laws; shall be held accountable to the Board of Directors and laws for implementation of his/her assigned rights and duties.

Article 35. Appointment, discharge and dismissal of the Director General

1. The Director General who is a member of the Board of Directors shall be appointed under the appointment decision that the Prime Minister issues after considering the request from the Ministry of Finance, assessment results from the Ministry of Home Affairs and unanimous opinions from the Government’s Party Staff Division. The Director General shall be appointed to the maximum 5 years’ term of office and may be re-appointed. The Board of Directors shall make decision on planning, re-appointment, dismissal, discharge, secondment, rotation, rewarding, disciplining, resignation and retirement of SCIC’s Director General after obtaining the written consent from the Ministry of Finance.

2. The person appointed as the Director General shall be obliged to meet the following standards and requirements:

a) Having full civil capacity and not being subject to prohibition on participation in corporate management in accordance with laws;

b) Holding professional qualifications and practical experience in business administration or SCIC’s scope of business;

c) Meeting health requirements, ethical standards, showing honesty and straightforwardness; proving awareness and consciousness of compliance with laws; being a Vietnamese citizen permanently residing in Vietnam;

d) Not a wife, husband, blood father, foster father, blood mother, foster mother, natural child, adoptive child, younger or older blood brother, blood sister, younger or older brother or sister-in-law of the head or deputy head of a state owner’s representative agency; a member of the Board of Directors; the Deputy Director General and Chief Accountant working for SCIC;

dd) Not a wife or husband, blood father or mother, foster father or mother, natural or adoptive child, younger or older blood brother or sister, younger or older brother-in-law or sister-in-law of a Comptroller working for SCIC;

e) Not serving as a cadre or public official of another state agency or political organization or sociopolitical association;

g) Having not yet been removed from the post of the Chairperson of the Board of Directors, member of the Board of Directors, Director General or Deputy Director General of SCIC or other state enterprises;

h) Not holding dual office as a Director or Director General of another enterprise;

i) Meeting other eligibility standards and requirements prescribed in laws and this Charter.

3. Discharge of the Director General in the following cases:

a) Having no longer met eligibility standards and requirements stipulated in Article 2 herein;

b) Submitting the resignation letter.

4. The Director General shall be dismissed from office in the following cases:

a) SCIC has not preserved its capital in accordance with laws;

b) SCIC has not fulfilled goals and objectives specified in its business plan for 02 consecutive years;

c) He/she has no longer met qualification and competence requirements set out in the new business strategy and plan of SCIC;

d) He/she has committed one of the obligations that a person holding a senior position must take on as provided in Article 96 in the Law on Enterprises;

dd) Other situations stipulated by law arise.

Article 36. Rights and duties of the Director General

1. Bear responsibility to the Board of Directors for effective use and management of capital, assets and other available resources of SCIC within his/her delegated authority.

2. Take charge of preparing SCIC’s growth strategy, business plan, investment and development proposal for the 5-year period; the program and plan for reorganization, reform and restructuring of SCIC; the business plan and annual investment and development proposals of SCIC; plans for mobilization and use of capital, for submission to the Board of Directors; preparing investment projects, distributing resources and formulating organization and management programs; drafting and revising SCIC’s Charter; drafting SCIC’s Regulations on financial management and other internal management regulations; developing the plan for development of human resources; formulating and assessing application of sets of indicators, standards, socio-technical norms and wage rates; preparing economic or civil agreements; provisions for risks; preparing periodic reports, statistical reports and financial statements of SCIC and other programs or projects.

3. Submit matters under the jurisdiction of a state owner's representative to SCIC as provided herein to the Board of Directors that will then propose them to seek a competent regulatory authority’s decision on or approval of these matters.

4. Seek the Board of Directors’ decision on matters under the delegated authority of the Board of Directors.

5. Make decision on matters that he/she is authorized, mandated or entrusted to deal with by the Board of Directors as provided herein and provisions of laws.

6. Make decision on the plan for mobilization of capital, investment projects, construction, sale and purchase of fixed assets, external investment projects, and on making equity participation in incorporation of new companies and capital contribution to other economic agreements under the authority delegated or tasks entrusted by the Board of Directors and in accordance with laws.

7. Seek the Board of Directors’ decision on appointment, re-appointment or discharge, or the Board of Directors’ consent to resignation, signing, termination of employment contracts with, rewarding and sanctioning of a Deputy Director General or Chief Accountant working for SCIC.

Take charge of formulating the pay chart, grades and regime, and applying them to employees after receipt of a competent regulatory authority's approval.

8. Make decision on designation, mandate, substitution of and termination of authorization for SCIC’s representatives to enterprises receiving or holding direct investment funds of SCIC under his/her authority delegated by the Board of Directors.

9. Make decision on recruitment, contracting or termination of contracts with or appointment, re-appointment, discharge, approval of resignation, rewarding, sanctioning, pay and allowance levels of persons holding different positions under his/her authority delegated by the Board of Directors and his/her jurisdiction. Make decision to assign tasks to SCIC’s Deputy Directors General.

10. Take charge of carrying out and assess results gained from carrying out business plans, investment proposals and other daily activities; audits, inspections and other activities in order to ensure effective implementation of resolutions and decisions of the Board of Directors and the state owner’s representative agencies; govern activities of SCIC in order to implement resolutions and decisions of the Board of Directors.

11. Send periodic or irregular review reports on SCIC’s business results to the Board of Directors; make the public disclosure of financial statements under the provisions of financial regulations and this Charter.

12. Carry out rights and responsibilities regarding business, financial management and personnel administration to subordinate units under his/her authority delegated by the Board of Directors, Regulations on financial management and provisions laid down herein.

13. Issue SCIC’s internal management regulations after receipt of consent from the Board of Directors.

14. Submit to inspection and supervision of implementation of his/her roles and duties by the Board of Directors, Comptrollers and state regulatory authorities in accordance with law.

15. Carry out other rights and duties prescribed in laws, the Law on Enterprises, this Charter and in compliance with decisions of the Board of Directors.

Section 3. RIGHTS, OBLIGATIONS, RESPONSIBILITIES AND RELATIONSHIPS BETWEEN THE BOARD OF DIRECTORS AND DIRECTOR GENERAL OF SCIC

Article 37. Wages, salaries, remuneration and other benefit packages granted to the Chairperson and members of the Board of Directors and Director General of SCIC

1. The Chairperson, members of the Board of Directors, Director General of SCIC shall be entitled to wages, salaries, compensation packages, bonuses and other benefits, depending on their performance and business outcomes of SCIC, in accordance with laws and regulations of the Government on operational functions, duties and regimes of SCIC.

2. The Ministry of Finance shall grant approval of pay, compensation, bonus and other benefit packages applied to the Chairperson, members of the Board of Directors and Director General of SCIC under law. Compensation and other benefit packages paid to the Chairperson, members of the Board of Directors and Director General of SCIC shall be accounted for as SCIC’s management expenses under law, and must be recorded into separate accounts shown in SCIC's annual financial statements.

Article 38. Obligations and responsibilities of the Chairperson, members of the Board of Directors and Director General of SCIC for management and governance of SCIC

1. The Chairperson, any member of the Board of Directors or Director General of SCIC shall assume the following obligations:

a) Comply with laws, organizational and operational Charter of SCIC or decisions of the state owner’s representative agencies for implementation of assigned rights and duties;

b) Carry out assigned rights and obligations in an honest, discreet and due manner in the best legal interests of SCIC and SCIC’s state owner’s representative;

c) Commit to acting in the best interests of SCIC and state owner’s representative to SCIC. Prohibit using business information, trade secrets and opportunities of SCIC and abusing positions and rights of management and use of capital and assets of SCIC to gain personal interests and serve the interests of other organizations and individuals. Prohibit giving SCIC’s property to any person without permission; revealing SCIC's secrets during the period of performing his/her duties assigned to a member of the Board of Directors or Director General of SCIC and within the maximum duration of 03 years after removal from the post of member of the Board of Directors or the Director General of SCIC, unless otherwise approved by SCIC’s Board of Directors;

d) If SCIC fails to pay all debts and other asset-related obligations due, SCIC‘s Director General shall be obliged to report to SCIC‘s Board of Directors to seek remedies for its financial difficulty and inform on SCIC’s financial status to all of its creditors. To such extent, the Chairperson, members of the Board of Directors and Director General of SCIC shall not be allowed to make decision to increase wages, salaries, set aside its profits to pay bonuses to the management and staff of SCIC;

dd) To the extent that SCIC fails to pay all debts and other asset-related obligations due and no action stated in point d of this clause is taken, several liability for any loss inflicted on creditors must be held;

e) In cases where the Chairperson, any member of the Board of Directors or Director General of SCIC is in breach of this Charter, makes decision ultra vires, abuses his/her position or authority to inflict any loss on SCIC and the State, compensations stipulated by law and this Charter must be paid;

g) He/she shall prevent his/her spouse, natural parent, child or sibling from holding the position of SCIC’s Chief Account or Cashier;

h) Report to the Ministry of Finance and SCIC on ownership of shares, portions of contributed capital and make public disclosure of interests associated with SCIC's related enterprises; SCIC’s related enterprises which he/she and his/her spouse, natural parent, child or sibling jointly and severally own shares or portions of contributed capital accounting for more than 35% of each enterprise’s charter capital.

2. Members of SCIC’s Board of Directors shall be jointly responsible to the Prime Minister, the Ministry of Finance and laws for decisions of SCIC‘s Board of Members, business results and efficiency of SCIC.

3. SCIC’s Director General shall be accountable to SCIC’s Board of Directors and laws for management of SCIC’s daily activities and implementation of delegated rights and assigned duties.

4. If he/she commits one of the following violations which have not yet resulted in his/her facing criminal prosecution, he/she shall not be paid bonuses, shall not be entitled to any pay rise and shall be subject to disciplinary actions depending on the degree of his/her violation:

a) SCIC's losses are inflicted through his/her fault;

b) Any loss of state capital is inflicted through his/her fault;

c) He/she decides to execute investment projects that are not effective, do not recover investment capital and fail to repay debts;

d) SCIC staff's wages, salaries and other benefit packages prescribed in laws on employment are not insured;

dd) Violations arising from management of capital, assets and against accounting, auditing and other regulations promulgated by the State are attributable to his/her fault.

5. If any violation specified in clause 4 of this Article is attributable to the Chairperson’s lack of his/her responsibilities or failure to fulfill his/her assigned roles, duties and powers, he/she shall be dismissed from his/her post, depending on the extent of his/her violation and consequences of such violation that lead to the compensation requirement set out by law.

6. In case where SCIC goes into bankruptcy and SCIC’s Director General has not yet filed for such bankruptcy, he/she shall be dismissed from his/her post and shall be held responsible to laws; if SCIC's Director General fails to do so and SCIC's Board of Directors does not order him/her to file for bankruptcy, the Chairperson and members of the Board of Directors shall be dismissed.

7. If SCIC subject to the regulatory requirement for reorganization, dissolution or ownership transition does not carry out procedures for doing so, SCIC’s Chairperson, members of the Board of Directors and Director General shall be dismissed.

8. SCIC’s Chairperson, members of the Board of Directors and Director General shall be responsible for sending full, accurate, authentic and timely reports on matters required by the state owner's representative agency to serve the purposes of performing tasks of inspection, supervision and assessment by competent regulatory authorities within the duties assigned by the state owner's representative agency.

9. SCIC’s Chairperson, members of the Board of Directors and Director General shall be responsible for sending timely reports to the state owner’s representative agency on the fact that it is running at a loss, is incapable of making payments, fails to fulfill objectives and tasks assigned by the state owner's representative agency or commits other violations.

Article 39. Coordination between the Board of Director and Director General in management and governance of SCIC

1. In the course of implementing resolutions and decisions of the Board of Directors, on seeing that SCIC's interests are likely to be adversely affected, the Director General must inform on this to the Board of Directors to seek its consent to any amendment to such resolutions and decisions. In cases where the Board of Directors fails to make necessary amendments, the Director General must observe them and then report to the Ministry of Finance to seek its decision on possible actions to be taken under its delegated authority.

2. The Director General shall be responsible for periodically reporting to the Board of Directors on business conditions of SCIC. Where necessary, the Board’s Chairperson may request the Director General to directly report to the Board of Directors or send a representative of the Board of Directors to SCIC’s meetings.

3. The Board of Directors must authorize the Director General to act on behalf of SCIC to perform its duties and shall be responsible for such authorization. The Director General shall be responsible to the Board of Directors and laws for duties that he/she perform on behalf of SCIC.

4. The Director General may take necessary actions in case of emergency as per law, and must concurrently submit immediate reports to the Board of Directors and other competent regulatory authorities.

Article 40. Contracts and transactions between SCIC and related persons

1. Contracts and transactions between SCIC and the following persons shall be subject to decisions issued by the Board of Directors, the Director General and Comptrollers of SCIC according to the majority rules under which each person holds a vote:

a) Company’s owners and their related persons;

b) Members of the Board of Directors, Director General and Comptrollers;

c) Persons related to those persons stipulated in point b of this clause;

d) Managers for company’s owners, persons authorized to appoint such managers;

dd) Persons related to those persons stipulated in point b of this clause.

SCIC’s legal representatives must inform the Board of Directors and Comptrollers of persons involved in these contracts and transactions, enclosing draft contracts or major contents of these transactions.

2. Unless otherwise required by the SCIC’s Charter, the Board of Directors and Comptrollers shall be obligated to decide whether these contracts or transactions are accepted within 10 days of receipt of such notification according to the majority rules under which each participating person may cast a vote; interested persons shall not have voting rights.

3. Contracts or transactions prescribed in clause 1 of this Article shall be approved only when the following requirements are satisfied:

a) Parties entering into contracts or performing transactions are legal persons that are independent, have separate rights, obligations, property and interests;

b) Contractual or transactional prices are market prices determined when these contracts are signed or these transactions are performed;

c) Owners must comply with laws on contracts and other regulations on purchase, sale, lease or rental transactions between SCIC and owners.

4. If contracts or transactions which are invalidated and handled in accordance with laws are effected in breach of regulations laid down in clause 1 of this Article, SCIC’s legal representative and contracting parties shall be obliged to pay compensations for any loss incurred and reimburse profits gained from execution of these contracts or transactions to SCIC.

Section 4. DEPUTY DIRECTORS GENERAL, CHIEF ACCOUNTANT AND ASSISTING APPARATUS

Article 41. Deputy Directors General, Chief Accountant

1. Appointment, contracting, termination of contracts with, dismissal, substitution, discharge, rewarding and sanctioning of SCIC's Deputy Directors General and Chief Accountant shall be subject to SCIC’s decision issued upon the request of SCIC’s Director General.

The number of Deputy Directors General shall be restricted to 5 persons. In case where more than 05 Deputy Directors General are needed, SCIC shall request the Ministry of Finance to petition the Prime Minister to seek his decision.

2. Deputy Directors General shall be charged with assisting SCIC's Director General in governing SCIC according to their duties assigned and their authority delegated by the Director General; shall be accountable to the Director General and laws for performing their assigned or entrusted tasks.

3. SCIC’s Chief Accountant shall assume the prime responsibility for SCIC’s accounting and statistical activities; shall assist SCIC’s Director General to carry out financial supervision over all of SCIC’s business in accordance with laws on finance and accounting; shall be held accountable to the Director General and Board of Directors and laws for carrying out assigned duties and delegated authority.

4. Deputy Directors General and Chief Accountant shall be appointed and contracted to the term of office lasting for 5 years at maximum and may be re-appointed or granted a renewal of their employment contracts.

5. Compensation packages, responsibility allowances and bonuses granted to Deputy Directors General and Chief Accountant shall be subject to laws and SCIC’s regulations.

Article 42. SCIC’s assisting machinery

1. SCIC’s assisting apparatus is composed of different operations departments established under the decision of the Board of Directors upon the Director General’s request.

2. These departments shall play their roles in advising and assisting the Board of Directors and the Director General in performing SCIC’s assigned duties.

3. The Director General shall make decision on appointment, re-appointment, discharge, resignation or contracting, termination of contracts with, rewarding and disciplining of persons holding managerial positions in these departments, and shall regulate functions and duties of these departments under his/her authority delegated by the Board of Directors.

Section 5. DEPENDENT ACCOUNTING UNITS, BRANCHES AND REPRESENTATIVE OFFICES

Article 43. Dependent accounting units and branches

1. Dependent accounting units and branches established by SCIC are those entities do not have their own capital and property. All of their capital and property shall be owned and centrally accounted for by SCIC; shall be organized into sites, depending on their size and managerial and operational needs of SCIC, which are formed under the decision of the Board of Directors issued after receipt of the Prime Minister’s consent to policies for such formation.

2. Each dependent accounting unit and branch shall be led by a Director and Deputy Directors, and shall be composed of operations departments. Organizational and operational regulations of SCIC’s subordinate units and branches shall be set out by SCIC's Director General under his/her authority delegated by the Board of Directors.

Article 44. Representative offices

SCIC’s domestic and overseas representative offices are units directly controlled by SCIC and established under the decision of the Board of Directors after receipt of the Prime Minister's approval of policies for such establishment to serve the purposes of performing several tasks, but not getting directly involved in performing business tasks.

Section 6. SCIC’S EMPLOYEES

Article 45. Forms of employee’s involvement in corporate management

Employees may engage in management of SCIC’s business in the forms and by participating in organizations as follows:

1. Employees’ meetings.

2. Dialogues at work.

3. SCIC’s trade union.

4. People’s Inspectorate.

5. Exercise of their rights to file suggestions, complaints and accusations in accordance with laws.

Article 46. Employee’s rights

Employees may get involved in discussions, submit their opinions and suggestions to competent regulatory authorities in accordance with laws on employment and other relevant laws.

Article 47. Staff’s rights

SCIC’s staff shall have the right to engage in supervision over implementation of the resolution made by the staff's meeting; implementation of SCIC’s internal rules, regulations and Charter; implementation of the collective bargaining agreement; implementation of employment contracts; implementation of regulations and policies granted to employees; collection and use of funds to which employees make their contributions; results gained from handling employment-related complaints, accusations and disputes; annual emulation and rewarding results of employees.

Article 48. Employees’ meetings

On an annual basis, SCIC shall be responsible for presiding over and cooperating with the Executive Committee of Trade Union in holding an employee’s meeting to discuss solutions to fulfilling business goals that the Board of Directors has approved; assess implementation of the collective bargaining agreement, internal rules and regulations and other matters related to legal and sound rights and interests of employees.

Article 49. Relationship between SCIC and its employees

1. Relationship between SCIC and its employees shall be subject to regulations laid down in laws on employment currently in force.

2. SCIC’s Director General shall submit a plan to the Board of Directors to seek its ratification of matters related to recruitment of employees, lay-off, salaries, social insurance, benefits, rewarding and disciplining of the management and staff of SCIC, as well as relationship between SCIC and employee’s trade unions.

Chapter V

BUSINESS INVESTMENT AND MANAGEMENT OF INVESTMENTS OF SCIC

Section 1. BUSINESS INVESTMENT

Article 50. Business investment

Receipt of the rights of the state owner’s representative to SCIC, sale of state capital that SCIC has received and directly invested and SCIC’s capital investment and business activities shall be subject to the Government’s regulations on SCIC’s functions, duties and operational mechanisms.

Article 51. Other operations

1. Consultancy

SCIC shall be provided with such consultancy services as investment, finance, equitization, corporate management, ownership transition, corporate merger and acquisition, and other corporate support services prescribed by law.

2. Financial investment

SCIC shall be established or shall contribute capital to establishment of fund management companies, investment trusts and other forms of financial investment as prescribed in laws and the Government’s regulations on functions, duties and operational mechanisms of SCIC and this Charter.

3. Receipt of investment trust

SCIC may receive investments in trust for the State and other domestic and foreign organizations or individuals for investing purposes and may be paid fiduciary fees agreed upon in trust agreements.

4. Other activities stipulated in law.

Section 2. SCIC’S CONTROL OVER SCIC-INVESTED ENTERPRISES

Article 52. SCIC’s control over wholly SCIC-owned single-member limited liability companies (hereinafter referred to as SCIC-controlled companies)

1. SCIC can make decisions on establishment, reorganization and transformation of ownership of SCIC-controlled companies after receipt of the Prime Minister’s decision on approval of policies for such activities; on their charter capital upon establishment, objectives, duties and their business lines; on adjustment to their charter capital during the period of operation, dissolution and petition for bankruptcy of SCIC-controlled companies.

2. SCIC may adopt and impose Regulations on financial management of SCIC-controlled companies.

3. SCIC may make decisions on appointment, re-appointment, discharge, rewarding and disciplining of Chairpersons, members of Board of Directors or Presidents, Director Generals, Directors or Comptrollers of SCIC-controlled companies.

4. SCIC may approve 5-year investment and development plans and strategy, and annual business plans of SCIC-controlled companies.

5. SCIC may approve and revise charters of SCIC-controlled companies.

6. SCIC may grant these companies approval of their plans for mobilization of capital, projects for investment in construction, purchase and sale of fixed assets which account for more than 50% of equity of these companies specified in financial statements made in the most recent quarter or year preceding the date on which such activities and projects take place to the extent that such investment is not greater than the allowable amount of funding for group-B projects as provided in the Law on Public Investment or makes up another percentage of equity specified in their Charters.

7. SCIC may approve financial statements, distribution of profits and setting aside of part of profits for formation of annual funds of SCIC-controlled companies.

8. SCIC shall implement other rights and obligations as stipulated by law.

Article 53. SCIC’s management of its portions of contributed and received capital at joint stock companies and multiple-member limited liability companies

1. SCIC can make decisions or seek a competent regulatory authority’s decisions on investment in increase or decrease in capital, recovery of capital or disposition of its rights to purchase of capital and contribute capital to joint stock companies or multiple-member limited liability companies under the provisions of laws and SCIC’s Charter.

2. SCIC shall regulate eligibility criteria for, designation, discharge, dismissal, rewarding, disciplining, decisions on wages, salaries, allowances, bonuses and other benefits of representatives for SCIC's shares according to Article 55, 56, 57, 58 and 59 herein.

3. SCIC may assign tasks to representatives of SCIC’s shares in protecting SCIC’s legitimate rights and interests at joint stock companies or multiple-member limited liability companies.

4. SCIC may authorize SCIC’s representatives of its shares to request joint stock companies or multiple-member limited liability companies to transfer profits, distributed dividends or recovered capital to SCIC; oversee recovery of investments, collection of profits and distributed dividends in a timely manner.

5. SCIC may request representatives of SCIC’s shares to report on their assigned duties, rights and responsibilities to/for orientation of enterprises in which SCIC’s shares or portions of contributed capital make up more than 50% of their charter capital towards implementation of its general business objectives and strategies.

6. SCIC shall request representatives of SCIC's shares to prepare and submit periodic or irregular review reports on financial conditions and business activities of joint stock companies or multiple-member limited liability companies.

7. SCIC shall inspect and oversee activities of representatives of SCIC’s shares in order to prevent and take timely actions against their errors or mistakes.

8. SCIC shall implement other rights and obligations as stipulated by law.

Article 54. Methods for controlling and managing state investments in enterprises

1. SCIC shall directly manage or take control of state investments in enterprises through representatives authorized by laws currently in force, SCIC's Charter and Regulations on SCIC’s representatives that are adopted and promulgated by SCIC’s Board of Directors.

2. Forms of designation and authorization of representatives:

a) SCIC shall designate or authorized representatives through its decision to authorize a representative of SCIC’s shares to enterprises;

b) In cases where SCIC does not designate or mandate its representative, it may directly carry out rights and obligations of a shareholder, a member making capital contribution or business partner in another company in accordance with the Law on Enterprises;

c) Other forms of authorization shall be subject to SCIC’s Regulations on representatives.

Section 3. REPRESENTATIVES OF SCIC’S SHARES IN OTHER ENTERPRISES

Article 55. Representatives of SCIC’s shares

1. They shall be designated or authorized to represent part or all of SCIC’s shares in enterprises in order to entirely or partially carry out rights, responsibilities and obligations of a state shareholder or member contributing capital to enterprises in accordance with laws and SCIC’s regulations, including the followings:

a) Representatives who are officeholders that work for SCIC, are designated or authorized by SCIC to act as full-time or part-time representatives to enterprises;

b) Representatives who are officeholders that work for enterprises, are designated or authorized by SCIC to act as representatives, or SCIC allows remaining in office upon acceptance of transfers of enterprises;

c) Representatives who are persons who are designated by competent regulatory authorities as representatives holding dual office at enterprises before these enterprises dispose of their capital to SCIC, and whom SCIC allows to continue to hold the post of representative in accordance with laws;

d) Representatives that fall in other cases prescribed in SCIC’s Regulations on representatives.

2. In case where SCIC designates multiple representatives to an enterprise, the proportion of capital held by each representative must be clearly regulated and a person charged with the general supervision of these representatives must be assigned.

3. The term of authorization of a representative shall not exceed 05 years and shall correspond to the tenure of the Governing Board or the Board of Directors of a SCIC-invested enterprise. In case where that representative obtains authorization amidst such tenure, the term of authorization of that representative shall be equal to the number of days left within such tenure.

4. Designation, discharge, dismissal and resignation of a representative, termination of representative’s rights, assessment of a representative’s performance and forms of handling of violations committed by a representative shall be subject to laws and SCIC’s Regulations on representatives.

Article 56. Eligibility criteria and requirements of a representative

1. Being a Vietnamese citizen permanently residing in Vietnam.

2. Meeting regulatory requirements concerning political qualities, ethics, civil capacity and health in order to fulfill assigned duties.

3. Having legal expertise and awareness of compliance with laws.

4. Demonstrating professional competency, qualification and past performance in engaging in duties in conformity with requirements of the representative post.

5. Not being kept in custody while in office, not waiting for decisions on disciplinary actions, and not being subject to investigation, prosecution, court proceedings and not serving prison sentence, or not being susceptible to disciplinary actions.

6. Not a wife, husband, blood father, foster father, blood mother, foster mother, natural child, adoptive child, younger or older blood brother, blood sister, younger or older brother or sister-in-law of the Chairperson or member of the Board of Directors, Chairperson and member of the Governing Board, the President, the Comptroller, Director General or Director, Deputy Director General or Deputy Director or Chief Accountant of an SCIC-invested enterprise.

7. Meeting other standards according to laws and SCIC’s Regulations on representatives.

Article 57. Rights and responsibilities of representatives

1. A representative’s rights:

a) Carry out rights to represent the capital owner in trust for SCIC;

b) Participate as a candidate for a member of the corporate management and governance machinery of a SCIC-invested enterprise under the regulations on representatives, a trust agreement on capital representation between a representative and SCIC and other provisions of relevant laws;

c) Supervise and protect sound rights and interests related to portions of state capital at SCIC-invested enterprises in accordance with laws and SCIC’s Regulations on representatives;

d) Receive compensation packages and bonuses prescribed by laws and SCIC’s Regulations on representatives;

dd) Exercise other rights according to laws and SCIC’s Regulations on representatives.

2. Representative’s responsibilities:

a) Report to and consult with SCIC-invested enterprises serving as principals sending them before contributing opinions, casting votes and making decisions at a shareholders' general meeting or meeting of the Governing Board or the Board of Directors on the following matters:

- Scope of business, investment and developmental objectives, duties, strategies and plans, business proposals;

- Promulgation and revision of the charter; increases or decreases in the charter capital; appointment, discharge, dismissal, rewarding and disciplining of any member of the Governing Board, Board of Directors, Director General or Director, Deputy Director General or Deputy Director.

- Profit distribution and setting aside of profits for formulation of annual funds of a SCIC-invested enterprise;

- Reorganization, dissolution and bankruptcy;

- Other matters under the jurisdiction accorded the shareholders’ general meeting, the Governing Board or the Board of Directors.

b) Submit timely reports on losses, payment incapacity and failure to fulfill assigned tasks and other violations of joint stock companies or multiple-member limited liability companies;

c) Compile and submit quarterly, annual and spontaneous review reports on business conditions and financial status, enclosing recommended solutions, upon the request of a SCIC-invested enterprise or a representative of shares thereof;

d) Request joint stock companies or multiple-member limited liability companies to pay SCIC profits or share dividends proportionate to SCIC’s portions of capital contribution to these companies in a timely manner;

dd) If a representative fails to carry out assigned rights and responsibilities, or has no longer met prescribed eligibility standard, he/she shall be deprived from representative’s rights;

e) Assume responsibility to laws for any violation resulting in any loss of a SCIC-invested enterprise’s capital and assets.

g) Take on other obligations according to laws and SCIC’s Regulations on representatives.

Article 58. Compensation, bonus packages and other benefits of representatives

A representative shall be entitled to receive remuneration and responsibility allowances (if any), bonuses and other benefits prescribed in laws or SCIC’s Regulations on representatives.

Article 59. Designation, discharge and dismissal of representatives and other matters relating to representatives

Designation, discharge, dismissal and resignation of a representative, termination of representative’s rights, assessment of a representative’s performance and forms of handling of violations committed by a representative shall be subject to laws and SCIC’s Regulations on representatives.

Section 4. RELATIONSHIPS BETWEEN SCIC AND ITS SUBSIDIARIES OR AFFILIATES

Article 60. Ownership type-specific relationships between SCIC and its subsidiaries or affiliates

1. SCIC’s rights and obligations to its subsidiaries and affiliates shall be subject to regulations laid down in Article 52 and 53 herein.

2. The Board of Directors acting in the name of SCIC shall take charge of carrying out rights, obligations and responsibilities at single-member limited liability companies of which charter capital is wholly owned by SCIC; managing SCIC’s portions of investment in affiliates through its representatives as provided in Article 52 and 53 herein.

Article 61. Intra-SCIC relationship and collaboration

1. SCIC shall play its role as representative for its subsidiaries or affiliates to deal with relationship with domestic or foreign third parties, or perform other activities in the SCIC’s name according to an agreement between SCIC and its subsidiaries or affiliates, and provisions of relevant laws.

2. SCIC may take over rights and obligations of state owners, shareholders and members of subsidiaries and affiliates to decide, coordinate and orient operations of these companies in accordance with laws and this Charter.

Article 62. Responsibilities of SCIC for general management and governance

1. Bear responsibility to the state owner’s representative agency to SCIC for accomplishment of business objectives of main business lines and others under the regulations adopted by such agency. Be put under the supervision by the state owner's representative agency to SCIC in terms of investment portfolios and key investment projects under the Government's regulations.

2. Take control of SCIC’s investment portfolios in order to meet investment requirements and match the professional structure according to law; oversee and monitor SCIC’s investment portfolios at subsidiaries; supervise scopes of business of subsidiaries.

3. Provide information and reports on SCIC’s operations as per law.

4. Initiate and conduct supply of services to SCIC member enterprises.

5. Report to competition authorities and be put under the supervision by competition authorities with respect to the economic centralism inside SCIC.

6. Carry out corporate obligations relevant to registered business types and others under laws.

7. Develop and implement the system for performance assessment of SCIC’s authorized representatives to its member enterprises.

8. Formulate and implement policies granted to managerial personnel at SCIC and for SCIC's authorized representatives to its member enterprises.

9. Instruct subsidiaries to establish uniform administration and accounting systems and concentrated funds.

Article 63. SCIC’s internal Management and governance practices delivered through forms of investment and connection

SCIC may use the following forms in order to ensure connectivity between subsidiaries and affiliates;

1. Invest in, purchase and sell products and services; give technological support; develop brands by cooperation between member enterprises in accordance with laws.

2. Make agreement on SCIC’s internal credit system and credit guarantee mechanism in accordance with laws.

3. Organize conferences or consultative meetings;

a) Between SCIC's senior staff and authorized representatives to subsidiaries and affiliates in order to orient, regulate and coordinate SCI’'s operations and inform details of SCIC’s important growth strategies and guidelines;

b) Between SCIC’s functional units, subsidiaries and affiliates in order to disseminate professional matters.

Article 64. SCIC’s internal management of its business scope

SCIC, its subsidiaries and affiliates may register its main business lines and others related thereto; shall be kept under the supervision by the state owner's representative agency to SCIC and its owners with respect to investment, proportion of investment and return on investment in main business lines and others related thereto.

Chapter VI

SCIC’S FINANCIAL MECHANISM

Article 65. Adjustment to SCIC’s charter capital

1. In the course of doing business, SCIC’s charter capital prescribed in Article 5 herein may be increased for the following reasons:

a) Cash or assets allocated by the State;

b) Capital in book value received from transferor companies;

c) Capital supplements provided of its own accord from its investment and development fund;

d) Non-refundable aids;

dd) Other funding sources of state origin;

e) Other legitimate funds prescribed by laws.

2. The Prime Minister shall be accorded authority to decide any adjustment to SCIC's charter capital upon the request received from the Ministry of Finance in conformance to laws and this Charter.

3. In case of any adjustment to SCIC’s charter capital, SCIC shall be obliged to make timely adjustments in its asset balance sheet, publicly disclose its charter capital after adjustment and carry out required procedures for adjusting the charter capital in its Charter.

Article 66. Management of capital, assets, revenues and expenses

SCIC shall manage its capital, assets, revenues and expenses under the Government’s regulations on SCIC’s functions, duties and operational mechanism, and SCIC’s financial management regulations.

Article 67. SCIC’s capital mobilization

During its life, SCIC may pool funding sources from domestic and foreign organizations and individuals to serve its business purposes.

1. SCIC’s capital mobilization shall conform to the following rules:

c) Consult its 5-year investment and development plan and strategy, and the annual business plan;

b) Capital mobilization plan must ensure capabilities of repaying debts;

c) Approver of the capital mobilization plan must be put under the supervision and inspection in order to ensure pooled capital is used to serve right purposes and in an efficient manner;

d) Mobilizing capital from domestic organizations and individuals must be based on loan agreements with them made in accordance with laws; in case of receiving loans from state capital credit, capital credit and other relevant regulations must be observed;

dd) Mobilizing capital from foreign organizations and individuals, borrowing or issuing Government-guaranteed bonds shall be subject to laws on public debt management and other provisions of relevant laws;

e) Mobilizing capital in the form of issuance of corporate bonds shall be subject to laws.

2. Authority to approve the capital mobilization plan:

a) SCIC’s Board of Directors shall be authorized or authorize SCIC's Director General to make decision on capital mobilization plans with respect to specific projects in which the amount of capital that need to be mobilized accounts for no more than 25% of the equity specified in the financial statement in the most recent quarter or year preceding the date of capital mobilization, but does not exceed the allowed amount of funding for group-B projects as provided in the Law on Public Investment.

Mobilization of capital used for production and business activities (including amounts required as guarantees for subsidiaries) must conform to the rules under which total liability is not three times more than total equity specified in the financial statement in the most recent quarter or year preceding the date of capital mobilization.

b) If SCIC needs the amount of mobilized capital to be greater than the allowed amount specified in point a of clause 2 of this Article, it must report to the Ministry of Finance to consider granting its decision based on effective capital mobilization projects.

Article 68. Capital preservation

1. SCIC shall be responsible for implementing regulations on assurance of capital safety by performing the following tasks:

a) Managing and using capital and assets in accordance with laws;

b) Purchasing asset insurance;

c) Dealing with asset losses and irrecoverable debts;

d) Setting aside amounts as provisions for devaluation of goods in stock, bad debts, devaluation in financial investments, warranty on products, goods and construction projects provided as per law and the Government's regulations on functions, duties and operational mechanism of SCIC;

dd) Taking other measures regarding capital preservation under laws.

2. Board of Directors shall assume the following responsibilities:

a) Preserve and appreciate corporate capital;

b) Report to the state owner’s representative agency on any variation in SCIC’s equity.

Article 69. Profits, profit distribution, accounting regime, accounting reports, financial statements, statistic and audit reports, and financial disclosure

They shall be subject to the Government’s regulations on SCIC’s functions, duties and operational mechanism and other provisions of relevant laws.

Chapter VII

REORGANIZATION, OWNERSHIP DIVERSIFICATION, DISSOLUTION AND BANKRUPTCY

Article 70. SCIC’s reorganization

Forms of SCIC reorganization shall be as follows: Merger, consolidation, splitting, division, transformation and others prescribed by laws.

1. SCIC reorganization shall be subject to the Prime Minister’s decision where necessary upon the request of the Ministry of Finance and shall conform to legally required procedures and documentation requirements.

2. The Prime Minister shall decide specific solutions to SCIC reorganization as per law.

Article 71. Ownership diversification

1. SCIC must diversify ownership types to the extent that the Prime Minister decides to equitized and transfer part or all of state capital invested in SCIC.

2. Regulatory procedures and documentation requirements for diversification of ownership shall be subject to respective laws on ownership diversification approaches.

Article 72. Dissolution

1. Dissolution of SCIC’s business shall be considered in the following cases:

a) Upon expiration of its lifetime specified in the Charter, no extension decision is granted;

b) Such dissolution is subject to the decision of the Board of Directors after receipt of consent from a competent regulatory authority;

c) Its Enterprise Registration Certificate is revoked;

d) Other circumstances prescribed in law arise.

2. SCIC may be dissolved only to the extent that all debts and other asset-related obligations are paid in full, and SCIC is not falling into the situation in which any dispute that it involves is resolved by a Court or arbitration authority.

3. Dissolution of SCIC’s business must conform to the general program on reorganization, reform and restructuring of state enterprises that the Prime Minister has approved; in case where such dissolution is not prescribed in that program, the Ministry of Finance shall petition the Prime Minister to consider granting his decisions.

Article 73. Bankruptcy

In case where SCIC loses capacity to pay debts due, and even though necessary financial actions have been applied but it remains unable to repay these debts, regulations laid down in the Law on Bankruptcy shall be applied.

Chapter VIII

SCIC’S DOCUMENTS AND RECORDS

Article 74. Right of access to SCIC's documents and records

1. On a quarterly and annual basis, SCIC shall be responsible for sending reports prescribed by laws to the Ministry of Finance and other related regulatory authorities.

2. In case of emergency, state regulatory authorities and state owner’s representative agencies shall be accorded authority to request (in writing) SCIC to provide any document or record relating to implementation of state management rights and rights of the state owner’s representative agency in accordance with laws and this Charter.

3. Apart from requesting provision of documents and records necessary for preparations for regular meetings of the Board of Directors, the Chairperson and members of the Board of Directors may request the Director General, Deputy Directors General, Chief Accountant or officeholders of SCIC to provide all documents and records relating to implementation of functions and duties of the Board of Directors.

4. SCIC’s Director General shall undertake storage of SCIC’s documents and records under SCIC’s regulations and laws.

5. SCIC’s intra-company employees shall be entitled to get information about SCIC in accordance with regulations laid down in this Charter and laws.

Article 75. Public disclosure

1. SCIC must make public disclosure of regular or irregular information as provided in Article 108 and 109 in the Law on Enterprises, or Article 61 in the Law on Management and Use of State Capital invested in Production and Business Activities of enterprises, and in accordance with laws.

2. SCIC’s Director General shall be entitled to make decision on and bear responsibility for communicating information to the public. Subordinate units, departments and units storing SCIC’s documents and records may make information publicly known under SCIC’s regulations and laws.

3. Forms, contents and addressees to which such information is sent shall be subject to SCIC’s regulations and laws.

4. In case where there is a need for inspection or assessment by competent regulatory authorities, SCIC’s Director General shall be responsible for providing information stipulated by lawsoft on inspection and assessment.

Chapter IX

RESOLUTION OF INTERNAL DISPUTES, AMENDMENTS AND SUPPLEMENTS TO SCIC’S ORGANIZATIONAL AND OPERATIONAL CHARTER

Article 76. Internal dispute resolution

1. SCIC’s internal disputes may be resolved, subject to this Charter, according to the mediation principles.

2. In case where mediation fails to resolve internal disputes, any party involved may bring such disputes to competent regulatory authorities having jurisdiction to resolve them.

Article 77. Amendments and supplements to this Charter

1. The Government shall be vested with authority to make decision on any amendment or supplement to this Charter.

2. SCIC’s Board of Directors shall report to the Ministry of Finance to seek the Government’s decision on amendments and supplements to this Charter.

Chapter X

IMPLEMENTATION PROVISIONS

Article 78. Entry into force and scope of application

1. This Charter shall serve as a legal basis for organization and operation of SCIC. The Minister of Finance, Board of Directors, Director General, internal individuals and entities of SCIC shall be responsible for implementing this Charter.

2. Ministries, sectoral administrations and localities concerned shall be accorded state authority over SCIC in accordance with the Government’s regulations on SCIC’s functions, duties and operational mechanism and other provisions of relevant laws.

3. SCIC’s subsidiaries and affiliates shall consult regulations of respective lawsoft applied to their ownership types and this Charter to set up organizational and operational Charters or statutes of their own and submit them to seek approval from competent regulatory authorities. These Charters or statutes shall be conformable to this Charter and other provisions of relevant laws./