Laws of Vietnam

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam Cement Corporation issued together with this Decree.

Article 2.- This Decree replaces Decree No.15-CP of January 27, 1995 of the Government on the establishment of the Vietnam Cement Corporation and the issue of the Corporation’s Statute.

This Decree takes effect from the date of its signing.

Article 3.- The Minister of Finance, the Minister of Construction, the Governor of the State Bank and the concerned Ministers, Heads of the ministerial-level Agencies, Heads of the Agencies attached to the Government shall have to guide the implementation of this Decree.

Article 4.- The Ministers, the Heads of the ministerial-level Agencies, the Heads of the Agencies attached to the Government, the Presidents of the People’s Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Cement Corporation shall have to implement this Decree.

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam Cement Corporation is a State corporation, composed of member units which are closely inter-related in economic interests, finance, technology, supply, consumption, service, information, training, research, marketing, export and import, operating in the cement and asbestos-cement roofing materials industry; established by decision of the Prime Minister with a view to increasing capital accumulation and concentration, specialization and cooperation for production in order to fufill the tasks assigned by the State, to raising the business capacity and effeciency of the member units and the Corporation as a whole, and to meeting the demand of the economy.

Article 2.- The Vietnam Cement Corporation (hereafter referred to as the Corporation) has the task of conducting the cement and asbestos-cement roofing materials business in accordance with the programs, plans and policies of the State; including working out the plans for development, investment, investment capital mobilization, construction, production, circulation of products, marketing, transportation, consumption, export-import, supply of specialized materials and equipment; and conducting other business activities in accordance with the State’s laws and policies.

Article 3.- The Corporation has:

1. The legal person status under Vietnamese law;

2. Its Statute on the Organization and Operation, its managerial and operational apparatus;

3. Its own capital and property, and the responsibility for the debts within the capital managed by the Corporation;

4. Its seal and accounts opened at the State Treasury and banks inside and outside the country;

5. Its own balance of assets and the centralized funds formed according to the prescriptions of the Government and the guidance of the Ministry of Finance.

Article 4.- The Corporation adopts its international transaction name of VIETNAM NATIONAL CEMENT CORPORATION (VNCC) or VINACEMENT for short.

The head office of the Corporation is located in Hanoi city.

Article 5.- The Corporation is subject to the State management of the Ministries, the ministerial-level agencies, the agencies attached to the Government and the People’s Committees of the provinces and cities directly under the Central Government; and at the same time subject to the management of these bodies which exercise the rights of the owner over a State enterprise in accordance with the Law on State Enterprises and other provisions of law.

Article 6.- The Corporation is managed by the Managing Board and run by the General Director.

Article 7.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution, the laws of the State of the Socialist Republic of Vietnam and the regulations of the Communist Party of Vietnam.

The trade union and other socio-political organizations in the Corporation shall operate in accordance with the Constitution and the laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

1. The Corporation has the right to manage and use its capital, land, natural resources and other resources allocated by the State in accordance with provisions of law in order to materialize the objectives and tasks assigned by the State.

2. The Corporation has the right to reassign to its member units for management and use of the resources which it has received from the State; and to readjust the resources already assigned to its member units in cases of necessity and in line with the overall plan for the development of the entire Corporation.

3. The Corporation is entitled to invest, enter into cooperation or joint venture, contribute stocks, and buy part or the whole property of another or other enterprises as prescribed by law.

4. The Corporation is entitled to assign, replace, lease, put to mortgage or pledge the property under its management, except the important equipment and workshops which, by prescriptions of the Government, must have the permission of the competent State agency, and on the principle of preserving and developing the capital; with regard to the land, natural resources under the management of the Corporation such an assignment, leasing, mortgage or pledge shall be done in accordance with the provisions of the correspending laws.

Article 9.- The Corporation has the rights to organize its management and business as follows:

1. To organize the managerial apparatus, business operation in conformity with the objectives and tasks assigned by the State;

2. To renew technology and equipment;

3. To set up branches and representative offices of the Corporation in the country and abroad in accordance with provisions of law;

4. To conduct business in trades and occupations that suit the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; to conduct business in additional trades and occupations when being permitted by the competent State agencies;

5. To select its own market and uniformly assign markets among its member units; to conduct export and import activities in accordance with the prescriptions of the State;

6. To decide on price brackets or prices for purchases and sales of the main products and services, to set the uniform minimum prices for export and maximum prices for import, except for products and services for which prices are set by the State;

7. To work out and apply the norms of labor, unit price of wage per unit of product within the framework of the norms and unit prices set by the State;

8. To delegate the recruitment, hiring, assignment and employment, training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other provisions of law; to decide the wages and bonuses for the employees on the basis of the unit prices of wage per unit of product, the service cost and operation efficiency of the Corporation;

9. To invite and receive foreign business partners to work with the Corporation in Vietnam. To decide on sending the Corporation’s officials or employees abroad to work, study and survey; in case the Chairman of the Managing Board and the General Director travel abroad, they must get the permission from the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Directors and other functionaries of the Corporation shall be decided by the General Director.

Article 10.- The Corporation has the following rights in financial management:

1. To use capital and the various funds of the Corporation to meet in time the business requirements, on the principle of preservation and effectiveness. If there is a need for use of the capital or fund not in line with their designated purposes, the principle of reimbursement shall be observed;

2. To mobilize capital on its own for business activities without leading to a change of the ownership form; to issue bonds as defined by law; to put to mortgage the land-use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow loans for business activities in accordance with the provisions of law;

3. To set up, manage and use the centralized funds and the capital depreciation funds; the rates of deduction from, the regime of management and use of these funds are provided for by the guidance of the Ministry of Finance and defined in the Financial Regulations of the Corporation;

4. To be entitled to use the remaining profits after fulfilling all obligations to the State, to set up investment and development funds and other funds in accordance with existing regulations to distribute dividends to the employees according to their contributions to the business results in the year and their shares (if any);

5. To be entitled to the regime of subsidies, price subsidies or other preferential regimes of the State when performing the tasks of catering products and services to national defense and security, prevention and fight against natural calamities, or in service of public interests, or in accordance with the prices set by the State which cannot make up for the costs spent on the products and services of the Corporation;

6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State.

Article 11.- The Corporation has the right to refuse and denounce all requests for resource supply, which are not stipulated by law, by any individual or organization, except for its voluntary contributions to humanitarian purposes and public interests.

Section II. DUTIES OF THE CORPORATION

Article 12.-

1. The Corporation has the duty to receive and efficiently use, preserve and develop its allocated capital, including the capital it invests in other enterprises; receive and efficiently use the land, natural resources and other resources allocated by the State in order to fulfill the business targets and the tasks assigned by the State.

2. The Corporation has the duties:

a) To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;

b) To pay the international credits used by the Corporation under decision of the Government;

c) To pay the credits directly borrowed by the Corporation, or borrowed under trust contract by its member units with guaranty from the Corporation, if these units are unable to pay.

Article 13.- The Corporation has the following obligations in managing its business operations:

1. To make business registration and conduct its business in accordance with the registration; to take responsibility before the State for the results of its operations, and before its customers and law for its products and services;

2. To work out the development strategy, the five-year and annual plans in conformity with the State-assigned tasks and market demands;

3. To sign and organize the implementation of economic contracts with its partners;

4. To ensure the major balances of the State, meet the market demand for cement and be instrument in the State’s hand to stabilize cement price on the domestic market;

5. To renew and modernize the technology and mode of management; to use the income generated by the assignment of its property to reinvest, renew the equipment and technological facilities of the Corporation;

6. To discharge its obligations toward the laborers in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation;

7. To implement the regulations of the State on the protection of natural resources and environment, and on national defense and security;

8. To abide by the regime of statistical reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner; to take responsibility for the accuracy of the reports;

9. To be subject to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law.

1. The Corporation has the duty to strictly implement the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, audit regime and other regimes prescribed by the State; and to take responsibility for the accuracy and legal validity of its financial operations.

2. The Corporation has the duty to make public its annual financial statement and other information so as to make the correct and objective evaluation of the operation of the Corporation as prescribed by the Government.

3. The Corporation shall have to fulfill its obligation of paying taxes and other remittances to the State budget in accordance with provisions of law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration fees. The semi-finished products transferred internally among the member units in order to continue finishing, the services supplied internally among the member units for the production shall be exempted from turnover tax.

Chapter III

THE MANAGING BOARD AND THE CONTROL COMMISSION

1. The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Managing Board has the following powers and tasks:

a) To receive capital (including debts), land, natural resources and other resources allocated by the State to the Corporation;

b) To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans;

c) To control and supervise all activities of the Corporation, including the utilization, preservation and development of assigned capital and other resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State;

d) To adopt the proposals of the General Director to be submitted to the Prime Minister for approval on the strategy, planning and plans for long-term development, the five-year plans of the Corporation; to decide the annual targets and plans of the Corporation and report them to the Prime Minister, for the General Director to assign them to the member units;

e) To organize the evaluation of, and submit to the competent agency for approval the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with the capital managed by the Corporation;

f) To submit to the Prime Minister for approval, or, if empowered by the Prime Minister, decide the joint venture projects with foreign countries in accordance with the prescriptions of the Government; to decide domestic joint venture projects and the economic contracts of large value. To submit to the Prime Minister for decision investment projects of Group A; to decide the investment projects of Group C; if empowered, to decide a number of investment projects of Group B; to empower the General Director or the Directors of member units to ratify small investment projects;

g) To issue and supervise the implementation of the economic-technical norms and standards, including the unit price of wage, unit prices and norms in the specialized construction, standards of products, trade marks, prices of products and services in the Corporation at the proposal of the General Director on the basis of the common regulations of the branch and the country;

h) To work out and submit to the Prime Minister for ratification the Statute on the Organization and Operation of the Corporation and the amendments and supplements to the Statute. To ratify the Statutes and the Regulations on the Organization and Operation of the member units, and the amendments ad supplements to these Statutes and Regulations, at the proposal of the General Director. To decide the opening of branches and representative offices of the Corporation in the country and abroad in accordance with procedural provisions of law. To ratify the plan for organizing the management and business operation of the Corporation submitted by the General Director. To propose the establishment, splitting, merger and dissolution of member units in accordance with the provisions of law;

i) To propose the Minister of Construction to submit to the Prime Minister for decision the appoitment, dismissal, commendation or discipline of the General Director and other members of the Managing Board; to submit to the Minister of Construction for decision the appointment, dismissal, commendation or discipline of the Deputy General Director and the Chief Accountant of the Corporation, at the proposal of the General Director; to decide the appointment, dismissal, commendation or discipline of the Directors of the member units at the proposal of the General Director; to decide the overall payroll of the managerial, executive and business apparatuses of the Corporation and make adjustments when necessary, at the proposal of the General Director;

k) To issue the Financial Regulations of the Corporation after the Ministry of Finance approves the content of these Regulations, which are elaborated on the basis of the Model Financial Regulations applicable to the State Corporations issued by the Ministry of Finance;

l) To adopt the plans proposed by the General Director concerning the establishment and utilization of the centralized funds corresponding with the business and financial plans of the Corporation;

m) To examine the plans for capital mobilization (in all forms), guarantee the borrowings; and plans for liquidation of property of the member units to make dicisions or to submit them to the Prime Minister for decision in accordance with principles specified in Clause 4, Article 38 of this Statute;

n) To approve the quaterly, bi-annual and annual operation reports of the Corporation, the annual general financial statement (which includes the balance of property) of the Corporation and its member units submitted by the General Director, and to request the General Director to publicize the annual financial statement as prescribed by the Ministry of Finance;

o) To issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, as presented by the General Director, for uniform application throughout the Corporation.

3. The Managing Board comprises 5 members appointed and dismissed by the Prime Minister. The qualifications of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises.

4. The Managing Board comprises a number of full-time members, including the Chairman, a member who is also the General Director, a member who is also the President of the Control Commission, and a number of part-time members who are experts in the cement industry, economy, finance, business administration and law.

5. The Chairman of the Managing Board shall not be concurrently General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may be dismissed and replaced in one of the following cases:

a) Breaking law or violating the Statute of the Corporation;

b) He/she is incapable of carrying out the assigned tasks and at the proposals of at least two thirds of the incumbent members of the Managing Board;

c) He/she asks to resign from the job for plausible reasons;

d) He/she is appointed to assume another task.

7. The Chairman of the Managing Board has the responsibility to organize the implementation of the tasks and powers of the Managing Board as stipulated in Clause 2 of this Article.

8. The working regime of the Managing Board:

a) The Managing Board shall operate under the system of collective work, meet regularly every quarter to consider and decide questions under its jurisdiction and responsibility. If necessary, the Managing Board may convene extraordinary meetings to resolve urgent questions of the Corporation, at the proposal of the Chairman of the Managing Board, or of the General Director, or the President of the Control Commission, or more than 50% of the members of the Managing Board;

b) The Chairman of the Managing Board shall convene and preside over all meetings of the Board, in case of his/her absence for plausible reasons, the Chairman shall empower another member of the Managing Board to chair the meeting;

c) The meetings of the Managing Board shall be valid only when at least two thirds of the members are present. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Resolutions and decisions of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. A member of the Board may have his/her reservations.

d) When the Managing Board meets to examine questions related to the development strategy, the five-year and annual planning and plans, the major investment projects, the joint venture projects with foreign parties and the annual financial statements, and to issue the systems of economic-technical norms and criteria of the Corporation, it must invite representatives of the concerned Ministries and branches; in case the meeting deals with an important question related to the local administration, it must invite the representative of the provincial People’s Committee; in case of the meeting’s issue relating to the interests and obligations of the employees in the Corporation, it must invite a representative of the Trade Union of the branch. The representatives of the agencies and organizations may speak at the meeting to which they are invited, but shall not take part in the voting; when they discover that the resolutions or decisions of the Managing Board are detrimental to common interests, thay may send written petitions to the Managing Board and, at the same time, report the matter to the heads of their agencies in order to consider and settle the matter according to their competence. In case of necessity, the heads of these agencies may report the matter to the Prime Minister;

e) The resolutions and decisions of the Managing Board are binding on all the member units and individuals in the Corporation. In case the opinions of the General Director differ from the resolutions, decisions of the Board, he/she may express his/her own reservation and submit it to the competent State agency for settlement; but pending such a settlement, he/she has to abide by the resolutions and decisions of the Managing Board.

f) The operational expenditures of the Managing Board and the Control Commission, including the wages and allowances for the members of the Managing Board and the Control Commission and for the specialists assisting the Managing Board , shall be accounted for in the managerial fees of the Corporation. The General Director shall assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 16.- Assisting the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board has no more than five assisting specialists who work on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it in the control and supervision of the operation of the General Director and his/her assisting apparatus, and the member units of the Corporation in their operational and financial activities, in the obsevance of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of law.

Article 17.- The interests and responsibilities of the members of the Managing Board:

1. The full-time members shall receive their basis wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in the State enterprises as prescribed by the Government, and shall receive bonuses corresponding to the effeciency of the operation of the Corporation. The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a) Under no circumstances shall they place themselves in a position that might compromise their virtue of honesty and public-mindedness, or provoke contraditions between the interests of the Corporation and personal interests;

b) Under no circumstances shall they abuse their powers for personal interests, or take any action to usurp business opportunities of the Corporation, damaging the interests of the Corporation;

c) Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board who are the Chairman of the Board, General Director of the Corporation are not allowed to use their titles to set up private enterprises, limited liability companies, or stock companies; to entertain economic contract relations with private enterprises, limited liability companies or stock companies in which their spouses, parents or children hold managerial or executive posts.

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not be allowed to hold the posts of Chief Accountant and/or Treasurer at the Corporation and the member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and law for all the resolutions and decisions of the Board; in case they fail to fulfill their assigned tasks, violate the Statute of the Corporation, make wrong or ultra vires decisions or abuse power to cause damages to the Corporation and the State, they shall be subject to the liability and make material compensations for the damages as stipulated by law.

Article 18.- The Control Commission:

1. The Control Commission comprises five members, it is headed by a member of the Managing Board assigned by the Board, the four other members are appointed, dismissed, commended or disciplined by the Managing Board; they include a member who is an accountancy specialist, another who is recommended by the Congress of workers and employees of the Corporation, another who is recommended by the Minister of Construction, and the fourth who is recommended by the General Director of the General Department of State Capital and Property Management at Enterprises.

2. A member of the Contro Commission must not be a spouse, a parent, a child or a sibling of the General Director, the Deputy general Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other post in other enterprises in the same economic-technical branch.

3. A member of the Control Commission must have the following qualifications:

a) Being a specialist in accountancy, audit, ecomomics and technology; having good knowledge of law;

b) Having at least five years of experience in the above-said professions.

c) Having no previous criminal record or conviction related to economic activities.

4. The term of office of the members of the Control Commission is five years. They may be replaced if they fail to fulfill their tasks during the process of work.

5. The members of the Control Commission shall receive wages and bonuses, which are decided by the Managing Board according to the State’s regulations.

Article 19.- Tasks, powers and responsibilities of the Control Commission:

1. To perform out the tasks assigned by the Managing Board in controlling and supervising the executive acitivities of the General Director, his/her assisting apparatus and the member units of the Corporation in their financial activities and observance of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board.

2. To report to the Managing Board periodically every quarter and every year and in specific cases the results of its control and supervisory work; to detect and report promptly to the Managing Board any unusual activities and signs of law-breaking violations within the Corporation.

3. Not to disclose the results of control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law-breaking acts.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

1. The General Director shall be appointed, dismissed, commended or disciplined by the Prime Minister at the proposal of the Managing Board and submitted by the Minister of Construction. The General Director is the legal-person representative of the Corporation and takes responsibility before the Managing Board, the Prime Minister and law for his/her management of operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. The Deputy General Director assists the General Director in running one or a number of domain(s) of operation of the Corporation as assigned by the General Director, and takes responsibility before the General Director and law for the tasks assigned by the General Director.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the conduct of accountancy and statistical work of the Corporation, and has the powers and tasks as prescribed by law.

4. The Office of the Corporation and the professional and specialized sections have the function of providing consultancy for and assist the Managing Board and the General Director in managing and directing the Corporation.

Article 21.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of the capital (including debts), natural resources, land and other resources allocated by the State for management and utilization according to the objectives and tasks assigned to the Corporation by the State. To re-allocate the resources entrusted by the State to the member units of the Corporation according to the plan already approved by the Managing Board. To recommend to the Managing Board to adjust the capital and other resources when re-allocating them to the member units and adjusting them by increasing or decreasing the capital when there is a change in their tasks;

2. To effeciently use, preserve and develop the capital under the plan already approved by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out and direct the Financial Company of the Corporation to carry out capital mobilization and lending in service of the need for capital of the Corporation and the member units;

3. To work out the development strategy, the long-term and annual plans, the programs of action, the plans for protection and exploitation of the natural resources of the Corporation, the projects for new investment and intensive investment, projects for investment cooperation with foreign parties, projects for joint venture, plans for business cooperation among member units, plans for personnel training and refreshing in the Corporation, the measures for execution of economic contracts of large value to submit to the Managing Board for consideration and decision, or for subsequent submission to the competent State agencies for decision. To organize the implementation of the strategy, plans, projects and measures already approved;

4. To run business operation and take responsibility for the results of the business activities of the Corporation; to perform and take responsibility before the Managing Board, the Prime Minister and law for the core role in balancing the cement source and stabilizing the prices of cement in the country, as assigned by the State to the Corporation;

5. To work out and submit to the Managing Board for approval the economic-technical norms, the quality standards of the products, the unit prices of wage, the unit prices and norms in specialized construction in compliance with the general regulations of the branch and State. To organize and supervise the implementation of these norms, standards and unit prices within the entire Corporation;

6. To propose to the Managing Board to submit to the Minister of Construction for decision the appointment, dismissal, commendation or discipline of the Deputy General Directors and the Chief Accountant of the Corporation; to propose to the Managing Board for decision the appointment, dismissal, commendation or discipline of the Directors of the member units. To appoint, dismiss, commend or discipline the Deputy Directors and Chief Accountants of the member units, and Directors of the units attached to the member units and equivalent posts at the proposal of the Directors of the member units. To appoint, dismiss, commend or discipline the Heads and Deputy Heads of the sections or divisions, the Director and the Deputy Directors of the Office of the Corporation;

7. To work out and submit to the Managing Board for approval the overall payroll of the managerial and business apparatus of the Corporation and the adjustment plans in case of changes in the organization and personnel of the managerial and business apparatuses of the Corporation and the member units; to establish and directly conduct the operation of the assisting apparatus; to supervise the implementation of the personnel quotas of the managerial and business apparatuses of the member units; to submit to the Managing Board for approval the Statutes and Regulations on organization and operation of the member units as proposed by their Directors; to approve the plans for establishing, reorganizing and dissolving the attached units of the member units submitted by the Directors of the member units;

8. To design and submit to the Managing Board for appoval the Regulations on Labor, the Regulations on Wages, Commendation and Disciplines and the Regulations on Secrets Protection applied in the Corporation;

9. To organize the running of the Corporation’s operation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the competent State agencies the results of business operation of the Corporation, including the quarterly, half-yearly and annual reports, the general financial statement and the balance of property of the Corporation.

The general financial statement must clearly define the centralized accounts of the Corporation and the accounts of the independent-accounting member units, and must be submitted to the Managing Board for approval. The general financial statement must be compiled on the basis of the documents certified by a legal audit agency.

10. To fulfil, and supervise the member units in their fulfilment of the tax obligations and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval in accordance with prescriptions of the State;

11. To provide all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board;

12. To be subject to the control and supervision of the Managing Board, the Control Commission and the competent State agencies regarding the realization of his/her executive duties;

13. To have the right to apply measures exceeding his/her jurisdiction in cases of emergency (such as natural calamities, enemy sabotage, fires and accidents), and to take responsibility for such decisions; and at the same time to report immediately to the Managing Board and the competent State agencies for subsequent solution.

Chapter V

THE COLLECTIVE OF EMPLOYEES IN THE CORPORATION

Article 22.- The Congress of the Workers and Employees of the Corporation is the direct form for the laborers to take part in the management of the Corporation. The Congress has the following rights:

1. To take part in the elaboration of the collective labor agreement for the representative of the collective of employees to negotiate and sign with the General Director;

2. To discuss and adopt the regulations on the use of the funds directly related to the interests of the employees in the Corporation;

3. To discuss and make suggestions to the planning and plans, the evaluation of the efficiency of business management, to propose measures for labor protection and improvement of the working conditions, the material and spiritual lives, and the environmental hygiene, as well as to the training and re-training of employees in the Corporation;

4. To present candidates to the Managing Board and the Control Commission.

Article 23.- The Congress of the Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

THE MEMBER UNITS OF THE CORPORATION

Article 24.-

1. The Corporation has its member units which are independent-accounting State enterprises, dependent-accounting enterprises and non-business units (The list of the member units is prescribed in the Appendix to this Statute).

2. The member units of the Corporation have their own seals and are allowed to open their accounts at banks in conformity with their modes of accounting.

3. The member units which are independent-accounting enterprises and dependent-accounting enterprises shall have their own Organizational and Operating Regulations. These Statutes and Regulations must be approved by the Managing Board and conform to law and the Statute of the Corporation.

Article 25.- With regard to the member units which are independent-accounting State enterprises:

1. The independent-accounting State enterprises which are the Corporation’s member units have the right to business and financial autonomy, and are bound in interests and duties to the Corporation according to the provisions of this Statute.

2. The Managing Board and the General Director of the Corporation have the following rights over the member units which are independent-accounting enterprises:

a) To empower the enterprise’s Director to manage and run its operations in conformity with its Statute as already approved by the Managing Board of the Corporation. The Director of the independent-accounting enterprise shall take responsibility before the Managing Board and the General Director of the Corporation and before law on the activities of the enterprise;

b) To appoint, dismiss, commend or discipline the Director, the Deputy Directors and/or the Chief Accountant of the enterprise; and the Directors of the units directly under the enterprise and the equivalent posts;

c) To ratify the plans, inspect the execution of the plans and the financial statement; fix the amount to be deducted for establishing reward and welfare funds of the enterprise in accordance with the guidance of the Ministry of Finance and as concretely specified in the Financial Regulations of the Corporation;

d) To deduct part of the capital depreciation fund and after-tax profits in accordance with Financial Regulations of the Corporation and the guidance of the Ministry of Finance to set up centralized funds of the Corporation for use in reinvestment and the execution of the investment projects of the member units;

e) To approve the schemes and plans for extensive investment and intensive investment, joint venture cooperation, supplement or retrieval of part of the capital, assignment of stocks under the management of the Corporation and being held by the member enterprises;

f) To regulate the financial sources, including foreign exchange reserves, among the member units with a view to getting the best in the use of capital at the Corporation, on the principle of ensuring that the total assets of the enterprise from which part of the capital has been withdrawn shall not be lower than the total debts plus the statutory capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise;

g) To ratify the forms of wage payment, the unit price of wage and the measures to ensure the livelihood and working conditions for all officials, workers and employees of the enterprise;

h) To decide to expand or to reduce the scope of business operation of the member enterprises under the overall development strategy of the Corporation;

i) To ratify the Organizational and Operating Statute of the enterprise, which defines the assignment of the power to the Director of the enterprise in: the organization of the managing apparatus of the enterprise; recruitment, commen- dation, promotion and discipline of the officials and employees; the level of credits (borrowing, lending, buying and selling on delayed payment); buying and selling of fixed assets, buying and selling of stocks of the joint stock companies; buying and selling of invention patents and technogy transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as provided for by the Law on State Enterprises;

j) To supervise the operation of the enterprise and request it to report on the financial situation and the results of its business operations.

Article 26.- The member unit of the Corporation which is an independent-accounting enterprise shall take responsibility for the debts and commitments within the capital managed and used by it. Namely:

1. In the development investment strategy:

a) The enterprise is assigned to organize the execution of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated resources by the Corporation to carry out these projects;

b) The enterprise may invest on its own in development projects and works outside the projects directly managed by the Corporation. In this case, the enterprise shall have to mobilize capital on its own and take financial responsibility for them.

2. In business activities, the enterprise shall work out and organize the implementation of its own plan on the basis of:

a) Ensuring the targets, norms as well as the major balances , the main technical-economic norms (including unit prices and prices) of the enterprise in conformity with the general plan of the Corporation;

b) The plan for business expansion on the basis of optimal use of all resources in the possession of the enterprise and mobilized by itself in conformity with the market demand.

3. In the financial operation and cost accounting:

a) The enterprise shall be assigned by the Corporation part of capital and other resources which are allocated by the State to the Corporation. The enterprise has the duty to preserve and develop the capital and these resources;

b) The enterprise is entitled to mobilize capital and other credit sources according to law in order to carry out its business and development investment plans;

c) The enterprise is entitled to establish its own funds including the capital construction investment fund, the production expansion fund, the reward fund, the welfare fund and the financial reserve fund in accordance with the Statute of the enterprise already approved by the Managing Board and the guidance of the Ministry of Finance. The enterprise has the duty to contribute to the centralized funds of the Corporation, and is entitled to use them as defined in the Statute of the Corporation and the decisions of the Managing Board;

d) The enterprise shall have to pay taxes and fulfill other financial obligations (if any) as prescribed by law;

e) The enterprise may be empowered by the Corporation to perform contracts with customers inside and outside the country on behalf of the Corporation.

4. In organization, personnel and labor:

a) The enterprise has the right to propose to the Coporation to consider and decide or, if empowered by the Corporation, to decide the establishment, reorganization and dissolution of its attached units and the organization of the managing apparatus of the enterprise as defined in the Statute of the Corporation and its own Statute;

b) In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or fire officials and employees who work in its managing and business apparatuses. To appoint or dismiss people to posts in its own managing apparatus and its attached units, to arrange and apply the wage regime in acordance with the delegation of power by the Corporation as stipulated in this Statute;

c) The enterprise has the responsibility to care for the development of its human resource in order to ensure the implementation of its development strategy and business tasks; to care for the improvement of the working and living conditions of the employees according to the Labor Code and the Law on Trade Union.

Article 27.- The members which are dependent-accounting enterprises:

1. They have the right to business autonomy as assigned by the Corporation, and are bound in obligations and interests to the Corporation. The Corporation shall take the final responsibility for the financial obligations arisen from the commitments of these enterprises;

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned by the Corporation. The powers and tasks of the dependent-accounting enterprises are concretized in their Statutes on the Organization and Operation ratified by the Managing Board.

Article 28.- The non-business units have their own Regulations on the Organization and Operation ratified by the Managing Board; apply the independent-accounting regime of covering expenditures with revenues; are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds in accordance with the prescribed regime, in case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 29.-

1. The Financial Company is an independent-accounting member enterprise of the Corporation, operating in accordance with law and under the guidance of the Governor of the State Bank, and in accordance with its Statute on the Organization and Operation approved by the Managing Board and under the running of the General Director of the Corporation.

2. The Financial Company performs the tasks of mobilizing capital for lending to meet the needs for capital of the Corporation and member units, through the forms of preferential credit loans of the Government, commercial credits of the banks and financial institutions inside and outside the country; it may issue stocks, enterprise bonds, construction project bonds, buy and sell valuable papers and vouchers as prescribed by law; and mobilize the idle capital among the officials and employees in the Corporation and at other units in the same economic-technical branch.

3. The Financial Company may also mobilize capital for the investment projects of the Corporation, and provide other services as prescribed by the Statute of the Corporation and the Regulation of the Financial Company in the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital of the Financial Company on the principle of borrowing and repayment, and apply the regime of internal interest rates proposed by the Financial Company and approved by the General Director with the authorization of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section I. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 30.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board has the following rights and obligations:

1. To adopt the capital contribution plan worked out by the General Director in order to decide or submit to the Heads of the competent State agencies for decision in accordance with the power delegation specified in Point e, Clause 2, Article 15 of this Statute;

2. At the proposal of the General Director, to decide the appointment, dismissal, commendation or discipline of the person directly managing the contributed capital of the Corporation at the enterprise to which the Corporation has contributed capital;

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises; to take responsibility for the efficiency of the utilization, preservation and development of contributed capital and collect the profit therefrom.

Article 31.- Rights and obligations of the person directly managing the capital contributed by the Corporation to other enterprises:

1. To hold a managerial or executive post at the enterprise having the capital contributed by the Corporation as prescribed by the Statute of this enterprise;

2. To monitor and supervise the operation of this enterprise;

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the capital contributed by the Corporation to this enterprise.

Section II. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT-ACCOUNTING ENTERPRISE TO OTHER ENTERPRISES

Article 32.- An independent-accounting member enterprise is entitled to contribute capital to other enterprises as assigned by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and obligations in managing this capital:

1. To work out the capital contribution plan for the General Director to submit it to the Managing Board for approval;

2. To appoint, dismiss, commend or discipline the person directly managing the capital that the enterprise has contributed to other enterprises;

3. To supervise and control the use of the capital contributed by the enterprise; to take responsibility for the efficiency of the utilization, preservation and development of the contributed capital; to collect profits from the capital contributed by the enterprise to other enterprises.

Article 33.- Rights and obligations of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To hold a managerial or executive post in the enterprise having the capital contributed by his/her enterprise as prescribed by the Statute of this enterprise;

2. To monitor and supervise the business operations of the enterprise having the capital contributed by his/her enterprise;

3. To observe the reporting regime defined by the Director; to take responsibility before the Managing Board of the Corporation and the Director for the efficiency of the utilization of the contributed capital at the enterprise where he/she is assigned to assume a managerial or executive post.

Section III. JOINT VENTURE UNITS

Article 34.- The joint venture units joined by the Corporation or its member enterprises shall be managed, run and operate in accordance with the Law on Foreign Investment in Vietnam, the Corporate Law and other relevant laws of Vietnam. The Corporation or its member enterprises shall exercise all rights, perform all duties and responsibilities to these joint ventures in terms of financial operations in accordance with the provisions of law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 35.- The Corporation implements the regime of general accountancy, financial autonomy in business in accordance with the Law on State Enterprises, other provisions of law and the Statute of the Corporation.

Article 36.-

1. The statutory capital of the Corporation is composed of:

a) The capital allocated by the State at the time of the establishment of the Corporation;

b) Additional capital invested by the State (if any);

c) Deduction of the after-tax profits to supplement the capital in accordance with the existing provisions;

d) Other sources (if any).

2. Upon increasing or decreasing its statutory capital, the Corporation shall have to make timely adjustments to the balance of property and make public the adjusted statutory capital of the Corporation.

1. The Corporation is entitled to set up and use the concentrated funds to ensure high effectiveness in the process of development of the Corporation.

2. The following concentrated funds of the Corporation are set up in accordance with the provisions of the Statute of the Corporation, the Financial Regulations of the Corporation and by decision of the Managing Board, including:

a) The development investment fund is set up from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises, and other sources.

The capital depreciation funds and the profits from re-investment of the dependent-accounting units of the Corporation are concentrated at the Corporation for investment according to its annual plan.

The Corporation is entitled to mobilize the capital depreciation funds at its independent-accounting enterprises in the form of recording a lower capital for these enterprises, it shall not mobilize the capital depreciation funds of the fixed assets the debts of which have not been paid; if it mobilizes the profits from re-investment of the independent-accounting member enterprises, it has to observe the principle of borrowing-repayment with internal interest rates approved by the General Director as empowered by the Managing Board and under the guidance of the Ministry of Finance;

b) The fund for scientific research and full-time training to be allocated to the units per forming the tasks of scientific research, training and retraining of officials and employees in the whole Corporation is formed from the deduction from the production development funds of the member units and the administrative and training funds by the State budget (if any), and other sources, including those earned from the performance of services and contracts on scientific research and training signed with the enterprises and non-business units in the country and abroad;

c) The financial reserve fund, reward fund and welfare fund are set up under the guidance of the Ministry of Finance. The concrete amount of contribution and remittance to these funds and their use are defined in the Financial Regulations of the Corporation.

Article 38.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop its business capital sources, including the capital contributed to other enterprises.

2. It takes responsibility for paying the debts recorded in its balance of property and other financial commitments (if any).

3. The Corporation controls and supervises the financial operations throughout the Corporation.

4. All credit relations (borrowing, lending, sale and purchase of goods on deferred payment, guaranty) between the Corporation and partners outside the Corporation must comply with the following principles:

a) The credit, which is equivalent to 15% or less of the statutory capital for each borrowing, shall be considered and decided by the Corporation.

b) The credit, which is equivalent to more than 15% of the statutory capital for each borrowing, shall be submitted to the Prime Minister for approval.

5. The Corporation shall have to draw up, submit and register its financial plans, financial reports and balance of property to the competent levels, and submit its annual general financial accounts to the Ministry of Finance. The Ministry of Finance shall control and approve the annual financial accounts of the Corporation.

6. The Corporation shall have to pay taxes and other remittances prescribed by the current law and according to its Financial Regulations, except for the taxes already paid by its member units. It is entitled to use the profits after fulfilling its tax obligations towards the State in accordance with the current provisions.

7. The profits earned by the Corporation or its member units from the capital contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before apportioning dividends to the capital contributors.

8. The financial operations of the member units of the Corporation and the relationship in financial operation between the Corporation and its member units shall be effected in conformity with the Statute and the Financial Regulations of the Corporation.

9. The material liability of the Corporation in its business relations and civil relations is limited within the total statutory capital of the Corporation made public at the latest point of time.

10. The Corporation has to strictly observe the Ordinance on Accountancy and Statistics, the current regime of accountancy and financial reporting for State enterprises.

11. The Corporation is subject to the control and supervision in financial matters and business operations by the competent State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 39.- Relations with the Government.

The Corporation:

1. To observe law, and strictly abide by the regulations of the Government concerning the Corporation and State enterpirses;

2. To carry out the development plans and strategy of the Corporation in accordance with the State master plan and strategy for the branch and territorial development;

3. To observe the regulations on the establishment, splitting, merger and dissolution; the policies on organization and personnel, the financial, credit, tax and profit-collecting regimes; and the regimes on accountancy and statistics;

4. To be subject to the control and inspection regarding the observance of law, undertakings, policies and regimes of the State at the Corporaton;

5. To be entitled to make proposals and recommendations on solutions, mechanisms and policies concerning the State management of the Corporation;

6. To be entitled to manage and use the capital, property, land, natural and other resources allocated by the State to perform its business tasks and to preserve and develop these resources;

7. To benefit from the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 40.- Relations with the Ministry of Finance:

1. The Corporation is subject to the State management by the Ministry of Finance in terms of:

a) Observance of the regimes on finance, accountancy, tax and organization of the accounting apparatus;

b) Financial audit and internal audit within the Corporation.

2. The Ministry of Finance is assigned by the Government to exercise a number of the owner’s rights and controls the Corporation in:

a) Determining the capital, natural and other resources allocated by the State to the Corporation for management and use;

b) Inspecting the efficient use, preservation and development of the allocated capital, natural and other resources in the process of operation reflected in the annual financial statements;

c) Ratifying the annual financial statements of the Corporation;

d) Adopting the Financial Regulations of the Corporation before the Managing Board signs for promulgation.

3. The Corporation is subject to the control and inspection in the financial and other domains under the jurisdiction by the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation, to propose to the Ministry of Finance for approval its assignment of property of high value, performance of above-norm credit relations and financial obligations, distribution of after-tax profits, liquidation of property in the Corporation and supplementing of the State budgetary capital to the Corporation.

Article 41.- Relations with the Ministry of Construction.

1. Performing its function of State management of the cement branch, the Ministry of Construction shall regulate the Corporation in the following matters:

a) Issuing product standards, technological norms, including imported equipment either detached or in complete sets; the economic-technical norms of the branch and directly inspecting and supervising the Corporation in its realization of these standards and norms;

b) Working out and issuing the plan and orientation for development of the cement industry; directly controlling the Corporation in its realization of such plan;

c) The Corporation shall have to observe the above-mentioned regulations and is entitled to make proposals on the relevant matters to the Ministry of Construction.

2. With the State-assigned task of exercising a number of the rights of a State owner, the Ministry of Industry regulates the Corporation in:

a) Establishing, splitting, merging or dissolving member units of the Corporation, within the scope of power as authorized by the Prime Minister;

b) Preparing, together with the agency authorized by the Prime Minister, and submiting to the Prime Minister for decision the appointment, dismissal, commendation or discipline of the members of the Managing Board and the General Director of the Corporation;

c) Appointing, dismissing, commending or disciplining the Deputy General Directors, Chief Accountant of the Corporation; nominating a representative to the Control Commission of the Corporation;

d) Taking part in the allocation of capital and other resources to the Corporation, controlling its operations; and the Corporation shall have to make reports as prescribed by the State and at the request of the Ministry of Construction;

e) Directing the Corporation in ensuring the major balances of the State, meeting the need for cement and being an instrument of the State in stabilizing the cement prices on the domestic market;

f) The Corporation is also subject to the control, inspection and supervision of the Ministry of Construction within the scope of its other functions as prescribed by law.

Article 42.- The other Ministries, ministerial-level agencies and agencies attached to the Government, in their capacity as State management agencies, regulate the Corporation in:

1. Realizing the economic-technical norms, product standards and quality in conformity with the relevant national standards and those of the branch.

2. Observing the provisions on the protection of natural resources and environment;

3. Taking part in the evaluation of the investment projects according to the strategy and planning for development of the economic-technical branch and the relevant planning of economic areas;

4. Observing the regulations on external relations and import and export;

5. Ensuring the realization of the interests and performance of obligations towards the laborers in the Corporation as prescribed by law;

6. The Corporation is subject to the control, inspection and supervision of these agencies in the areas under their management as prescribed by law;

Article 43.- With regard to local administrations in their capacity as State management agencies in the territorial areas, the Corporation is subject to their State management, observe the administrative regulations and perform its obligations towards the People’s Councils and People’s Committees at various levels in accordance with the provisions of law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 44.- The reorganization of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 45.- The Corporation shall be dissolved when the Prime Minister finds it unnecessary to maintain it. Following decision on the dissolution of the Corporation is made, the Prime Minister shall set up a Dissolution Council. The remaining property of the dissolved Corporation after paying all the debts due as prescribed by law, shall revert to State ownership.

Article 46.- The reorganization, splitting, merger, dissolution, supplement or establishment of new member units of the Corporation shall be submitted by the Managing Board to the Prime Minister for consideration and decision.

Article 47.- If the Corporation and its member units lose their capability of paying due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 48.- This Statute applies to the Vietnam Cement Corporation. All individuals and member units of the Corporation shall have to comply with this Statute.

This Statute takes effect from the date of signing of the Promulgation Decree.

1. The member units of the Corporation shall base themselves on the Law on State Enterprises and this Statute to draft their own Statutes or Regulations on the Organization and Operation for the General Director to submit to the Managing Board for approval. The Statutes and Regulations of the member units shall not contradict this Statute.

2. In case of a need to supplement or amend the Statute of the Corporation, the Managing Board shall propose to the Prime Minister for decision. If the member units need to amend or supplement their own Statutes or Regulations on the Organization and Operation, the General Director shall propose to the Managing Board of the Corporation for decision.

Article 50.- In case the documents of the Government, Ministries, ministerial-level agencies, agencies attached to the Government and the People’s Committees of the provinces or cities directly under the Central Government and the Decisions on the establishment of the member enterprises contain provisions different from this Statute, this Statute shall prevail.

I. LIST OF THE MEMBER UNITS OF THE VIETNAM CEMENT CORPORATION

01. The Hoang Thach Cement Company,

02. The Hai Phong Cement Company,

03. The Bim Son Cement Company,

04. The Ha Tien Cement Company No.1,

05. The Ha Tien Cement Company No.2,

06. The Dong Nai Roofing and Sheets Construction Materials Company,

07. The Da Nang Cement-Construction Materials Company,

08. The Gypsum-Cement Trading Company,

09. The Cement Materials and Transport Company,

10. The Cement Materials and Technique Comapny,

11. The Cement Import-Export Company,

12. The Cement Development Investment Consultancy Company,

13. The Cement Financial Company.

(None at the moment)

01. The Cement Technical Training Center.

II. LIST OF JOINT VENTURE UNITS WITH CAPITAL CONTRIBUTED BY THE VIETNAM CEMENT CORPORATION

01. The ChinFon Hai Phong Cement Company,

02. The Sao Mai Cement Company,

03. The Nghi Son Cement Company,

04. The Vietnam Mixed Concrete Company Limited (Ho Chi Minh City).-