Nghị định 205/2013/NĐ-CP Điều lệ tổ chức và hoạt động của Tập đoàn Điện lực Việt Nam

DECREE

ON CHARTER OF ORGANIZATION AND OPERATION OF VIETNAM ELECTRICITY

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

Pursuant to the Electricity Law 2004 and the Law amending and supplementing a number of articles of the Electricity Law 2012;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 99/2012/ND-CP dated November 15, 2012 of the Government on assignment and decentralization to exercise the rights, responsibilities and obligations of state owner for state-owned enterprises and state-owned capital invested in enterprises;

At the proposal of the Minister of Industry and Trade;

The Government issues Decree on Charter of organization and operation of Vietnam Electricity;

Article 1. Issuing together with this Decree the Charter of organization and operation of Vietnam Electricity’

Article 2. This Decree takes effect on February 03, 2014;

Annulling the Charter of organization and operation of Vietnam Electricity issued together with Decision No. 857/QD-TTg dated June 06, 2011 of the Prime Minister and other previous regulations which are contrary to this Decree;

Article 3. Ministers, heads of ministerial-level organs, heads of government-attached agencies, Chairman of People's Committees of provinces and centrally-affiliated cities, Chairman of the Board of members and General Director of Vietnam Electricity are liable to execute this Decree. /.

CHARTER

ORGANIZATION AND OPERATION OF VIETNAM ELECTRICITY
(Issued together with Decree No. 205/2013/ND-CP dated December 06, 2013 of the Government)

Chapter 1

COMMON REGULATION

Article 1. Explanation of terms

In this Chapter, the terms below are construed as follows:

1. “Vietnam National Electricity Group” is the group of companies with independent legal status, including:

a) Vietnam Electricity (level 1 business);

b) Science and training research units;

c) Subsidiaries of the Vietnam Electricity (level 2 business);

d) Subsidiaries of level 2 business;

dd) Affiliated businesses of Vietnam National Electricity Group;

2. “Vietnam Electricity” (hereinafter referred to as EVN) is the parent company in the Vietnam National Electricity Group and is organized in the form of a One member limited liability Company owned by the State under the Decision No. 975/QD-TTg dated June 25, 2010 of the Prime Minister.

3. “Subsidiaries of EVN” (hereafter referred to as subsidiary) are corporations, the independent accounting companies whose 100% of charter capital, shares, dominant contributed capital or other controlling power are hold by EVN, is organized in the forms: One member limited liability Company (One member Co., Ltd), limited liability company with two members or more (Co., Ltd with two members or more), Joint-stock companies, Joint Ventures with foreign countries, foreign companies and other types of company as prescribed by law. The list of subsidiaries at the time of issue of Charter is specified in Appendix II of this Charter.

4. “Associated companies of EVN” (hereafter referred to as associated companies) are the companies having shares and contributed capital lower than the level dominated by EVN, subject to the binding interests and obligations with EVN at the rate of capital contribution or as agreed in the contract associated with the EVN. The list of associated companies at the time of approval of Charter set is specified in Appendix III to this Charter.

5. “Units attached to EVN” (hereafter referred to as attached units) are the dependent accounting units of EVN, including: non-profit units (training schools, research institutes and centers), attached units of business operation and attached units of non-business operation and other units established by the decision of competent authorities. The list of units attached to EVN at the time of issuing the Charter is specified in Appendix I of this Charter;

6. “Member units of EVN” (hereafter referred to as member units) include the attached units and subsidiaries;

7. “Member businesses of Vietnam National Electricity Group” (hereafter referred to as member businesses) are the businesses whose 100% of charter capital, shares, dominant contributed capital or other controlling power are hold by ENV, its subsidiaries or subsidiaries of subsequent levels;

8. “Associated businesses of Vietnam National Electricity Group” (hereafter referred to as associated businesses) are the businesses having their contributed capital lower than the level dominated by EVN and member businesses; the businesses having no ENV’s contributed capital and member businesses, voluntarily participating in the association in the form of association agreement or non-association agreement but having a long-run relationship to the economic interests, technology, market and other business services with EVN or member businesses.

9. “EVN’s charter capital” is the capital invested by the State and is specified in this Charter;

10. “EVN’s shares and dominant contributed capital” is the EVN’s shares or contributed capital accounting for over 50% of charter capital of that business or another rate as prescribed by law or Charter of that business;

11. “EVN’s controlling power” is the EVN’s power over another business, including one of the following powers:

a) Power of business’s unique owner;

b) Power of shareholders, capital contributors holding the business’s shares and dominant contributed capital;

c) Power to directly or indirectly appoint a majority or all of the members of the Board of Directors, the Board of members or the Common Director of business;

d) Power to decide the approval, amendment and addition of business’s Charter;

dd) Other controlling cases are under the agreement between EVN and the controlled business and specified in the controlled business’s Charter;

12. “EVN’s business lines” are the business lines which are established from the purpose of investment, establishment and development strategy of EVN, specified and assigned by state owner to EVN for implementation upon establishment and during the operation of EVN;

13. “Business lines related to the EVN’s main business lines” are the auxiliary business lines or generated from the main business lines on the basis of condition and advantage of main business lines or use of advantage of main business lines and in direct service of main business lines;

14. “Association agreement” is the agreement showing the association contents between the Parties on economic interests, technology, market and other services;

15. “Persons concerned” are organizations and individuals having direct or indirect relationship with the Vietnam Electricity as stipulated in Clause 17, Article 4 of the Enterprise Law;

16. “Authorized representative of EVN’s contributed capital at subsidiaries or associated companies” is the person authorized by the EVN’s Board of members to manage the shares or capital at that subsidiary or associated company (hereafter referred to as “Representative”);

17. Other terms in this Charter which have been explained in the Civil Code, the Enterprise Law and the legal normative documents have the same meaning in those documents;

Article 2. Name, type of business and head office of Vietnam Electricity

1. Name:

a) Full name: VIETNAM ELECTRICITY

b) Transaction name: VIETNAM ELECTRICITY

c) Transaction name in English: VIETNAM ELECTRICITY

d) Abbreviated name: EVN

2. Type of business: One member limited liability Company;

3. Head office: No. 18 Tran Nguyen Han st., Ly Thai To ward, Hoan Kiem dist., Hanoi city;

4. Tel, Fax and website:

Tel: (+844)2220 1371

Fax: (+844)2220 1369

Website: http://www.evn.com.vn

5. Logo of Vietnam Electricity is registered at the competent authorities.

6. The change of name and head office of Vietnam Electricity shall be decided by the Prime Minister;

Article 3. Legal form, legal status and function of Vietnam Electricity

1. The Vietnam Electricity is a one member limited liability Company owned by the state, organized and operating under the enterprise Law, the current regulations of law and this Charter;

2. EVN has its legal status under Vietnamese law, seal, logo and trademark and is given permission for opening account at the banks as prescribed by law;

3. EVN has its own capital and assets and shall take responsibility for its debts by its entire assets;

4. EVN’s main functions:

a) Conducting activities of investment and signing contract with domestic and foreign organizations and individuals in order to ensure the power supply for economic and social development of the country;

b) Directly doing business for profit as prescribed by law. The economic relations between EVN and member businesses or associated businesses are done through contracts;

c) Performing investment in its subsidiaries and associated companies; controlling the subsidiaries on the basis of percentage of holding charter capital of those companies as prescribed by law and the Charter;

d) Performing rights and obligations of owner’s representative for the state-owned capital at its subsidiaries and associated companies;

dd) Performing other tasks assigned directly to EVN for implementation;

e) Developing and implementing the direction and coordination plan in the Vietnam National Electricity Group in the principle of organization of management and administration as stipulated in Chapter II of this Chapter;

Article 4. Operation objectives and business lines

1. Operation objectives:

a) Performing the sustainable and efficient business; preserving and developing state equity invested in EVN and EVN’s capital invested in other businesses; completing other tasks assigned by state owners;

b) Keeping a central role for the development of the Vietnam National Electricity Group with multiple ownership, in which the state ownership is dominant; having level of technology, modern management and high specialization; producing and trading power as the main business lines; closely linking between production and business to science, technology, research, implementation and training; being as the core for Vietnam Electricity sector to fast and sustainably develop with the effectively competition and integration into international economy;

c) Maximizing the operational efficiency of the Vietnam National Electricity Group;

2. Business lines:

a) Main business lines:

- Production, transmission, distribution and trading of power; steering of system operation of power production, transmission, distribution and allocation in the national electricity system;

- Import and export of power;

- Investment and management of investment capital in power projects;

- Management, operation, repair, maintenance, overhaul, renovation or upgrading of electrical, mechanical, controlling and automatic equipment of the line of power production, transmission and distribution, the electrical works or electrical testing;

b) Relevant business lines in direct service of main business lines:

- Import and export of fuel, raw materials and supplies of electrical sector;

- Building, installation and monitoring of installation of equipment of power plant, transmission lines and substations, telecommunications - information technology; producing building materials, insulation materials and labor protection equipment;

- Investment and trading of mechanical power;

- Consultation of project management; consultation of establishment of investment project, bidding, estimate preparation and monitoring of performance of power plants, transmission lines, substations, telecommunications - information technology, civil and industrial works;

- Financial investment and capital trading assigned to EVN by the state for power works;

- Training of human resources and cooperation of labor training with foreign countries;

- Automation and control services;

- Business of information technology services (research, development, implementation, consultation and training) in the country and abroad; management of internal information management system;

c) Business lines in which EVN is investing its business capital are not subject to Point a and b, Clause 2 of this Article, EVN shall hold and divest its invested capital under the contents and roadmap approved by the Prime Minister;

d) Depending on the time, business and production, EVN may add other business lines which are not banned by the law after being approved by the state owner;

Article 5. EVN’s charter capital

1. The EVN’s charter capital on December 31, 2012 was 143,404 billion dong (one hundred forty three thousand, four hundred and four billion dong);

2. The adjustment of charter capital is done as prescribed by law;

Article 6. EVN’s owner

The State is the EVN’s owner. The Government shall perform the uniform management and implement the state owner’s rights and obligations for EVN;

Article 7. EVN’s legal representative

The EVN’s Common Director is the EVN’s legal representative;

Article 8. State management for EVN

EVN is subject to the state management from the Government, ministerial-level organs, government-attached organs, People’s Committee of provinces and centrally-affiliated provinces as prescribed by law;

Article 9. Party organization and social-political organizations in EVN

1. The organization of the Communist Party of Vietnam in EVN operates in accordance with the Constitution and laws of the Socialist Republic of Vietnam and the Charter of the Communist Party of Vietnam.

2. The social-political organizations in EVN operate in accordance with the Constitution, laws and Charter of social-political organizations in accordance with regulations of law;

3. EVN respect and to create the conditions for the Party organizations, trade union organizations and other social-political organizations in EVN to operate in accordance with regulations of law and the Charter of those organizations.

Chapter 2.

MANAGEMENT AND OPERATION OF VIETNAM NATIONAL ELECTRICITY GROUP

Article 10. Management and operation of Vietnam National Electricity Group

1. The management and operation of Vietnam National Electricity Group is done through EVN;

2. EVN is the representative of Vietnam National Electricity Group to perform the common activities in the relationship with a third party in the country and abroad or other activities in the name of Vietnam National Electricity Group as agreed between member units and relevant laws;

3. EVN uses the rights and obligations of owners, shareholders and members at member units to coordinate and orient the operation of Vietnam National Electricity Group as follows:

a) Using the management and operation machine at EVN to study and form strategies, propose cooperation solution and orient the activities stipulated in Clause 4 of this Article to be submitted to the EVN’s Board of members for approval; performing the coordinating and orienting contents as stipulated in Clause 4 of this Article through EVN’s representatives at its subsidiaries and associated companies;

b) Through the performance of contracts with EVN’s subsidiaries and associated companies to coordinate and orient the operation of Vietnam National Electricity Group;

c) Developing the uniform regulations in the Vietnam National Electricity Group;

4. The EVN’s coordinating and orienting contents include:

a) Developing and implementing the development strategies and common business coordinating plan of Vietnam National Electricity Group; orienting the business strategy of subsidiaries under development strategies and common business coordinating plan of Vietnam National Electricity Group; developing and implementing the regulations on management, operation, standard and norm uniformly applied in the Vietnam National Electricity Group;

b) Classifying the member units based on location and significance in the common development strategies of Vietnam National Electricity Group; determining list of main business lines, list of key member units; orienting the member units based on the main business lines; managing and orienting the Representative to ensure the EVN’s control at key businesses;

c) Orienting the medium and long-term business and production plan of member units;

d) Orienting the operation and investment objectives, norms of business and production assignment, specialization, cooperation, approach, openness and share of market, export, use of trademark, information services, research and application technological science, training and other activities of member units in accordance with the general policies of Vietnam National Electricity Group;

dd) Developing and implementing the regulations on trademark management of Vietnam National Electricity Group; orienting the general component in proper name of the subsidiaries and associated companies;

e) Orienting the organization and staff of the subsidiaries;

g) Orienting the contents of Charter and controlling the structure of charter capital of subsidiaries;

h) Sending representatives to participate in the management and operation at the subsidiaries. Issuing and implementing regulations on appointment, replacement, monitoring and assessing the representative’s activities; stipulating that the issues must be passed by EVN before the representatives make decisions or participate in making decisions at the subsidiaries and associated companies;

i) Acting as a focal point to concentrate all resources of member units to perform the bidding and implement the common projects as agreed and carried out by the subsidiaries and associated companies, particularly:

Together with the Power Generation Corporation and National Power Transmission performing the invest and management of power generation projects, transmission grid in accordance with the national power development plan planning approved by the Prime Minister and other investment projects; coordinate the power production and business and participate in the competitive power generation market;

Coordinating with the Electricity Corporation to develop the system of intelligent power distribution, the power business, automation, control and promotion to develop the competitive electricity generation market and competitive electricity retailing market;

Taking measures to ensure the security and safety of national electricity system; management of national electricity system, internal information system and information technology system for business and production of power and electricity market.

k) Implementing and providing services of research, technology transfer, marketing, trade promotion and other services for its subsidiaries and associated companies;

l) Coordinating to form, manage and efficiently use common funds; performing the financial monitoring risk control; supporting financial activities for member units upon their request;

m) Coordinating to perform administrative work and transactions with its partners and member units upon their request; to perform public tasks and work assigned by the state to the Vietnam National Electricity Group;

n) Establishing and connecting information network of all subsidiaries and associated companies;

o) Preparing the annual consolidated financial statement of the Vietnam National Electricity Group;

p) Consulting its subsidiaries and associated companies in the implementation of joint activities;

q) Implementing the monitoring of orientation, regulation and coordination among departments in EVN;

r) Other activities in accordance with relevant regulations of law, this Charter and Charter of its subsidiaries and associated companies;

5. EVN and its subsidiaries and associated companies have rights and obligations of businesses as prescribed by law; take responsibility before law for their activities of business and production; are subject to the binding rights and obligations under contract and agreement between businesses;

6. The coordination, orientation in the Vietnam National Electricity Group must be in accordance with regulations of law, the Charter of subsidiaries and associated companies, the rights of owner at EVN or agreement between EVN with the subsidiaries and associated companies; position of EVN for each coordinating activity with the subsidiaries and associated companies

Where the EVN abuses its position to intervene beyond the authority of owner, members, shareholders or contrary to agreement between the member units causing damage to interests of member units and parties concerned, EVN and the persons concerned must take responsibility as stipulated in Clauses 3, 4, 5 and 6, Article 147 of the Enterprise Law and other relevant regulations of laws.

Article 11. Responsibility of EVN in management and operation of Vietnam National Electricity Group

1. Taking responsibility before the state owner for ensuring the business objectives of main business lines and other objectives stipulated by the state owners.

2. Managing the portfolio at EVN to ensure the conditions for investment and structure of sector as stipulated in this Charter; monitoring and supervising the EVN’s portfolio at its subsidiaries; monitoring and supervising the business lines of its subsidiaries;

3. Providing information and reporting the content as stipulated in this Charter;

4. Establishing the organizations that provide services to the member units.

5. Making a report to the competition management organ and being under the supervision of competition management organ on economic focus in the Vietnam National Electricity Group;

6. Performing business's obligations in accordance with the legal form registered and other obligations as prescribed by law;

7. Developing and implementing the assessment system of operation performance applicable to representatives at member units; assessment system of operation performance for the representative must meet the following requirements:

a) Having main indicators for each title;

b) Periodically assessing the operation performance;

c) Having incentive mechanisms;

d) Having sanctions for violations.

8. Developing and implementing the policies of management personnel at EVN and for the representatives at member units; The policies of management personnel must include:

a) Standards of experience and management level;

b) Method and process of selection (including examination), appointment of leadership and management titles under EVN, nomination for the competent level to choose and appoint the leadership and management titles of EVN; selection and nomination for the businesses having EVN's capital to elect to the Board of Directors and Board of members of that business; selection (including examination) and appointment of representative at other business;

c) Assessment system of management performance applicable to the key leaders and manager at EVN, its subsidiaries and representatives at member units;

d) Principles and method of paying salary and bonus competitively;

dd) Sanction of violation

9. Guiding its subsidiaries to form the uniform system of operation and accounting and centralized funds;

Article 12. Investment limitation and business lines in the Vietnam National Electricity Group

1. The controlled business is not permitted to buy the shares and contributed capital of the controlling business in the Vietnam National Electricity Group as prescribed by law;

2. The capital investment out of EVN shall comply with regulations of law on investment of state-owned capital in businesses and financial management for state-owned businesses;

3. EVN and EVN’s member units register and only invest in the main business lines and the business lines related to the main business lines; are subject to owner's monitoring on their investment, rate of investment capital and investment performance in the main business lines and the business lines related to the main business lines;

4. EVN’s Board of members shall approve or assign the representative at EVN’s subsidiaries to perform the right of shareholders or controlling members to vote the decision on carrying on main business lines; make a decision on modification or change of main business lines; monitor the trading of business lines related to the main business lines;

Chapter 3.

EVN’S RIGHTS AND OBLIGATIONS

SECTION 1. EVN’s rights

Article 13. Right to capital and assets

1. Possessing and using the EVN’s capital and assets for business and implementing legal interests from EVN’s capital and assets;

2. Determining the EVN’s capital and assets as prescribed by law;

3. Managing and using the assets and resources allocated or leased by the State as land and natural resources as stipulated by regulations of law on land and natural resources for investment and business development;

4. The State shall not transfer its capital invested at EVN and EVN’s capital and assets by the method of non-payment, except that EVN is reorganized or the objectives of product and public services supply are carried out;

5. EVN has the right to posses, use and determine its name, logo and trademark as prescribed by law;

Article 14. Right to business

1. Making a decision by itself in the organization of production, business, management apparatus according to business requirements and ensuring effective business;

2. Carrying on business lines specified in Certificate of enterprise registration;

3. Finding foreign and domestic markets and customers; signing and implementing contracts;

4. Making a decision on logo, trademark, selling and buying price of products and services of EVN as prescribed, except for products and public services and the products and services valuated or priced by the state;

5. Being protected for the subjects using the EVN's name, logo and trademark as prescribed by law;

6. Making a decision on expanding its business scale based on capacity and demand of foreign and domestic market in accordance with regulations of law; making a decision on coordinating resources and business cooperation of EVN with its member units and associated businesses;

7. Making a decision on investment projects as stipulated by the law on investment and this Charter; using the EVN’s capital and assets for joint venture, association and capital contribution to other foreign and domestic businesses; leasing or buying a part or the whole of another company; performing financial investment in the country or abroad as prescribed by law;

8. Performing the investment and managing the operation of electricity projects as prescribed by law;

9. Using the state-owned capital collected from equitization, selling a part or the whole of capital which EVN has invested in its attached units, subsidiaries or associated companies as prescribed by law;

10. Making a decision on establishment, objectives, duties and business lines; re-organization, transfer of ownership, dissolution and bankruptcy request for its subsidiaries with 100% of EVN's capital after the Prime Minister's approval for the Scheme based on the appraisal of Ministry of Industry and Trade and opinions from the Ministries: Mnistry of Finance, Ministry of Planning and Investment, Ministry of Labour - Invalids and Social Affairs and the Ministry of Home Affairs;

11. Making a decision on establishment, re-organization and dissolution of branches or representative offices and other dependent accounting offices after the request from the Ministry of Industry and Trade and the approval for guidelines from the Prime Minister;

12. Together with other investors establishing new subsidiaries or foreign or domestic joint-venture companies as prescribed by law in the form of limited liability companies, joint stock companies or companies with foreign investment capital with the rate of shares and contributed capital of EVN into each company as prescribed by law;

13. Making a decision on leasing a part or the whole of another company; buying a part or the whole of another company as prescribed by law; accepting other companies to voluntarily participate in the association with EVN after the Ministry of Industry and Trade has approved the guidelines as prescribed by law;

14. Making decision on recruitment, hiring, employment, training, commendation, discipline, dismissal over the EVN’s employees; choosing the method of payment of salary and bonus for the EVN’s employees on the basis of business and production performance and regulations of law on labor, salary, wages and the provisions in Clause 15 of this Article;

15. Being entitled to make a decision on salary scale, payroll, salary unit and regulation on salary payment for employees and management officers of EVN as prescribed by law based on the average growth rate of salary that is lower than the growth rate of labor performance, except for the titles as Chairman of EVN Board of members, the members of EVN Board of members and other titles decided by the competent authority;

16. EVN and EVN’s subsidiaries are permitted to perform the competitive offer in procurement of goods and services that are the output of this business but are the input of other businesses in the Vietnam National Electricity Group as prescribed by law;

17. The EVN’s subsidiaries are permitted to participate in the bidding for the implementation of projects with specific characteristics of the EVN’s main business lines and other subsidiaries in the Vietnam National Electricity Group after being approved by the Prime Minister at the request of the Ministry of Industry and Trade;

18. Being entitled to form the relation and cooperation with foreign partners; make a decision on sending representative to work in foreign countries, on sending officers and employees to go on business, study, visit and survey in foreign countries as prescribed by law;

19. Developing, issuing and applying standards, procedures, technical-economic norms, labor norms, salary unit and other expenses on the basis of business performance assurance and in accordance with regulations of law;

20. Other rights of business and production according to the market demand and in accordance with regulations of law;

Article 15. Financial right

1. Being entitled to mobilize capital for business in the form of issuing bonds, bills, promissory notes of EVN; getting a loan from credit institutions and foreign and domestic financial institutions; getting a loan from employees and other forms of capital mobilization as prescribed by law;

The capital mobilization for business must comply with the principle of self-responsibility for refunding, ensure the efficient use of mobilized capital and must not change the form of EVN’s ownership. Where the EVN mobilizes capital to transfer its ownership, it must get the approval from the Prime Minister. Getting a loan from foreign countries must be in accordance with law after the approval of guidelines from the Ministry of Industry and Trade and the appraisal and approval from the Ministry of Finance;

2. Being entitled to transfer the assets of its subsidiaries whose 100% of charter capital is hold by EVN based on the principle of capital increase and decrease but with the solvency assurance and without effect on business and production of those companies;

3. Adopting the plan for selling and buying price of main products and services among subsidiaries whose 100% of charter capital is hold by EVN for decision or submission to the competent authority as prescribed by law;

4. Actively using capital for EVN’s business activities; establish, manage and use the EVN’s funds as prescribed by law and in accordance with the particularity of main sector and area of business;

5. Making a decision on wage expenses and other expenses on the basis of revenues from the EVN’s business activities as prescribed by law;

6. Making a decision on appropriation of depreciation of fixed assets as prescribed by law;

7. Being entitled to allowances, subsidies or other preferential regulations of the state when performing duties of public activities, national defense, security, natural disaster prevention or provision of products and services under the State's pricing policy which is not enough to offset production costs, the service of EVN.

8. Spending on bonus of initiatives, technical innovation, management and technology, increase in labor productivity, saving of costs and supplies. These bonuses are accounted in the cost of business and are done once with the maximum bonus rate not exceeding the efficiency rate of initiatives, technical innovation, management and technology, increase in labor productivity, saving of costs and supplies brought in a year.

9. Being entitled to preferential regulations on investment and re-investment as prescribed by law; performing the ownership for the contributed capital and shares of EVN at its subsidiaries and other businesses;

10. Refusing and denouncing all requests for supply of resources not regulated by law of any individual, organ or organization, except for voluntary contributions for the purposes of humanity and the public interests.

11. After completion of tax payment obligation and loss transfer (if any) as stipulated by the Law on corporate income tax and other financial obligations as prescribed by law; appropriation of provisions, the remaining profits are divided as prescribed by law. Where the EVN has its debts due but not yet paid out, it shall have to give bonus to EVN’s employees, including managers after payment of debts due;

12. Establishing and using its funds as prescribed by law;

13. Being entitled to guarantee, mortgage and unsecured loan for subsidiaries whose 100% of charter capital is hold by EVN to get loan from domestic or foreign credit institution and banks as prescribed by law. EVN has the right to loan to member units as prescribed by law. Where the businesses having the EVN’s contributed capital need to be guaranteed, then EVN shall perform its guarantee as prescribed by law.

14. Other financial rights as prescribed by law.

Article 16. Right to participate in public activities

1. Production and supply of products and public services on the basis of bidding. For public activities on order or planned by the State, the EVN is obliged to consumption and supply of public services to the right subjects at the price and fees stipulated by the State.

2. For the public duties assigned by the State, the EVN is guaranteed the corresponding material conditions;

3. For products and services that comply with bidding method, EVN shall offset the cost at the bid-winning price.

4. For products and public services ordered by the State, the EVN is permitted to use the fees or revenues from the supply of products and services ordered by the State to cover the reasonable expenses in service of public activities and employee’s interest assurance. In case of inadequacy, the State shall make up the difference;

5. Developing and applying cost norms, salary unit to perform the tasks in the production and supply of products and public services.

6. Performing other rights as prescribed by law on production and supply of products and public services;

SECTION 2. EVN’S OBLIGATIONS

Article 17. Obligations of assets and capital

1. Preserving and developing the state-owned capital invested at EVN and the capital raised by EVN;

2. Taking responsibility for its own debts and other asset obligations within EVN’s assets;

3. Re-evaluating EVN’s assets as prescribed by law;

Article 18. Obligations in business

1. Carrying on business in line with business lines registered; ensuring quality of products and services done by EVN according to the registered standard;

2. Innovating and modernizing technology and method of management to improve the efficiency and competitiveness and complying regulations on security and safety of national electricity system;

3. Ensuring the employee’s rights and interests and the employee’s rights to participate in management of EVN as prescribed by law;

4. Complying with regulations of state on national defense, security, culture, order, social safety and protection of natural resources and environment;

5. Complying with regulations on accounting, auditing, financial statement or statistical statements as prescribed by law and upon the requirement of the state owner;

6. Taking responsibility before the state owner for the use of investment capital to establish other businesses or invest in other businesses;

7. Performing the risk management and insurance for assets, responsibility and human of EVN in production and business as prescribed by law;

8. Being subject to monitoring, examination and inspection of state owner in the observance of the law; assessing the implementation of objectives and tasks assigned, result of operation, business and production performance; managing, using, preserving and developing EVN’s capital; evaluating the Chairman and members of Board of members, Supervisor, General Director, Deputy General Director and Chief accountant of EVN;

9. Performing other obligations in business as prescribed by law;

Article 19. Financial obligations

1. Making financial decisions, balancing the revenues and expenditures; carrying on business effectively; ensuring rate of return on capital invested by the state and allocated by the state; registering, declaring and make full payment of tax; performing obligations towards state owners and other financial obligations as prescribed by law.

2. Effectively managing and using business capital including the capital invested in other businesses; effectively managing and using natural resources, land and other resources allocated or leased by the State;

3. Using capital and other resources to perform special tasks as required by the State;

4. Fully complying with regulations on management of capital, assets, funds, accounting and auditing regulations as prescribed by law; taking responsibility for the truthfulness and legality of financial activities of EVN;

5. Performing other tasks specified in this Decree on regulation on financial management of EVN and other regulations of law;

Article 20. Obligation upon participation in public activities

1. Providing the public services ordered and assigned by the state in accordance with the subjects, price and fees prescribed by the state;

2. Assuming public tasks assigned or ordered by the state and re-assigning a part or the whole of public tasks to EVN’s subsidiaries for implementation as prescribed by the state;

3. Signing contract and accounting business as prescribed by law; taking responsibility before the state for the result of EVN’s public activities; taking responsibility before customers and law for products and public services done or provided by EVN directly;

4. Fully providing products and public services; ensure proper quality, subjects and time;

5. Performing other public obligations as prescribed by law;

Chapter 4.

RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF STATE OWNER AND ASSIGNMENT TO IMPLEMENT THE RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF STATE OWNER FOR EVN

SECTION 1. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF STATE OWNER

Article 21. Rights and responsibilities of state owner for EVN

1. Making a decision on establishment, objectives, duties and business lines, re-organization, transfer of ownership, dissolution and bankruptcy request and capital contribution to other businesses;

2. Issuing the Charter of organization and operation, the regulation on financial management; performing the amendment and addition to the Charter of organization and operation and regulation on financial management of EVN;

3. Making a decision on investment of charter capital, adjusting and transferring a part or the whole of EVN’s charter capital;

4. Making a decision on structure of management and organization of EVN; appointment, re-appointment, removal, resignation, commendation, discipline over the Chairman of Board of members, members of Board of members, Supervisor and General Director of EVN;

5. Making a decision on strategies, business and production plan and development and investment plan of EVN;

6. Approving the investment, sale and purchase of assets, borrowing contracts or lending contracts;

7. Specifying financial regulation, profit distribution, appropriation and use of funds; approving the annual financial statements of EVN;

8. Specifying regulations on recruitment, salary, bonus; making a decision on salary rate for the Chairman of Board of members, members of Board of members, Supervisor and General Director of EVN;

9. Making a decision on solution to development of market, marketing and technology; specifying mechanism of task assignment and providing and ensuring products, essential and public interests of the economy;

10. Monitoring, examining and inspecting the observance of law; evaluating the performance of objectives, duties assigned, result of operation, business and production performance; managing, using, preserving and developing EVN’s capital. Evaluating Chairman of Board of members, members of Board of members, Supervisor, General Director, Deputy General Director and Chief accountant of EVN;

11. Performing other rights as prescribed by law;

Article 22. State owner’s obligation over ECN

1. Performing sufficient charter capital investment for EVN.

2. Complying with the Charter of organization and operation of EVN;

3. Taking responsibility for EVN’s debts and other asset obligations within EVN’s charter capital; determining and separating assets of state owner and EVN;

4. Observing the law upon approving guidelines of investment, sale and purchase of assets and borrowing contracts or lending contracts of EVN;

5. Ensuring EVN’s business right in accordance with regulations of law;

6. Performing other obligations as prescribed by law;

SECTION 2. ASSIGNED IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF STATE OWNERS

Article 23. Government’s rights and responsibilities

1. Issuing the Government’s Decree on the Charter of organization and operation, amending and adding the Charter of organization and operation of EVN;

2. Issuing the Government’s Decree on regulation on financial management of EVN, on amendment and addition of regulation on financial management of EVN;

3. Performing other rights and responsibilities as prescribed by law;

Article 24. Rights and responsibilities of the Prime Minister

1. Making a decision on establishment, objectives, duties and business lines, re-organization, dissolution, transfer of ownership and bankruptcy requirement for EVN at the request of Ministry of Industry and Trade and opinions of Ministries: Finance, Home Affairs, Labour - Invalids and Social Affairs and the evaluation of the Ministry of Planning and Investment.

2. Approving the strategies, business and production plan and 5-year development investment plan of EVN (including strategies, business and production plan and 5-year development investment plan of the Vietnam National Electricity Group) at the request of the Ministry of Industry and Trade, the opinions of Ministry of Finance and by the evaluation of the Ministry of Planning and Investment.

3. Approving the scheme to establish subsidiaries with 100% of state-owned capital, the scheme to organize level II businesses into corporation in the form of its parent company - subsidiary; guidelines to establish, re-organize, dissolve branches, representative offices, scientific research units, training units and other dependent accounting units of EVN as requested and evaluated by the Ministry of Ministry of Industry and Trade and opinions from the Ministries: Finance, Planning and Investment, Labour - Invalids and Social Affairs and Home Affairs;

4. Approving the overall scheme of business arrangement and innovation of EVN (including the overall scheme to re-arrange and re-structure the Vietnam National Electricity Group) at the request of Ministry of Industry and Trade and opinions from the Ministries: Finance, Planning and Investment, Labour - Invalids and Social Affairs and Home Affairs;

5. Making a decision on charter capital upon establishment and amendment of charter capital during EVN’s operation at the request of Ministry of Industry and Trade, opinions of Ministry of Planning and Investment and by the evaluation of Ministry of Finance;

6. Making a decision on appointment, re-appointment, removal, approval for resignation, commendation and discipline over the Chairman of EVN’s Board of members at the request of the Ministry of Industry and Trade and by the evaluation of Ministry of Home Affairs;

7. Performing other rights and responsibilities as prescribed by law and assigned by the state owner and this Charter;

Article 25. Rights and responsibilities of the Ministry of Industry and Trade

The Ministry of Industry and Trade is the direct superior of EVN’s Board of members and has the rights and responsibilities as follows:

1. Requesting the Prime Minister to decide the establishment, objectives, duties, business lines, re-organization, transfer of ownership, dissolution and bankruptcy requirement for EVN;

2. Performing the evaluation and submission to the Prime Minister for approving the scheme to establish the EVN’s subsidiaries with 100% of state-owned capital; the guidelines to establish, re-organize, dissolve branches, representative offices, scientific research units, training units and other dependent accounting units of EVN;

3. Requesting the Government to issue the Charter, amend and add the EVN’s Charter.

4. Requesting the Prime Minister to decide the rate of charter capital and adjust the EVN’s charter capital;

5. Requesting the Prime Minister to decide the appointment, re-appointment, removal, approval for resignation, commendation or discipline over the Chairman of EVN’s Board of members;

6. Requesting the Prime Minister to approve the strategies, business and production plan and 5-year development investment plan of EVN (including strategies, business and production plan and 5-year development investment plan of the Vietnam National Electricity Group)

7. Making a decision on appointment, re-appointment, removal, approval for resignation, commendation or discipline over the members of EVN’s Board of members (except for the title of Chairman of EVN’s Board of members), EVN’s General Director, specialized Supervisor at EVN and payment of salary for the title of specialized Supervisor at EVN;

8. Annually approving the list of investment project of group A, B and notifying the Ministry of Planning and Investment and the Ministry of Finance for summary and monitoring;

9. Approving the policy for EVN to participate in capital contribution; hold, increase or decrease the EVN’s capital at other businesses; the receiving of businesses voluntarily being as subsidiaries or associated companies; change of ownership structure of subsidiaries leading to the loss of EVN’s controlling right;

10. Approving the policy on borrowing, lending, sale and purchase of assets with value equal to or greater than 30% of EVN’s charter capital as prescribed by law; approving the policy on EVN’s foreign loan and requesting the Ministry of Finance to conduct the evaluation for approval;

11. Making a decision on salary of Chairman of Board of members and its members, General Director, specialized Supervisor at EVN and annual salary fund of the Board of members after obtaining the agreement of the Ministry of Labour - Invalids and Social Affairs.

12. Approving to permit the Board of members to approve the EVN’s financial statement (including the parent company’s financial statement and consolidated financial statement), profit distribution, appropriation and use of funds;

13. Requesting the Prime Minister to approve the overall scheme of business arrangement and innovation of EVN (including the overall scheme to re-arrange and re-structure the Vietnam National Electricity Group);

14. Assuming the prime responsibility for and coordinating with the Ministries concerned to regularly monitor, examine and inspect the compliance with law; the management, use, preservation and development of capital; the implementation of strategy and plan, regulations on recruitment, salary and bonus of EVN. Evaluating the implementation of objectives, duties and business lines assigned and result of operation, business and production performance of EVN. Evaluating the Chairman of Board of members and its members, specialized Supervisor, General Director, Deputy General Director, Chief accountant of EVN in managing and operating EVN;

15. Making a decision on other issues under the authority of the Ministry managing sector as prescribed by law;

16. Performing other rights and responsibilities as prescribed by law and assigned by the state owner and this Charter;

Article 26. Rights and responsibilities of the Ministry of Finance

1. Performing the evaluation for the Prime Minister to decide the rate of charter capital and adjust the charter capital during EVN’s operation;

2. Contributing opinions for the Government and the Prime Minister to make a decision on establishment, objective, duties and business line; re-organization, dissolution, transfer of ownership and bankruptcy requirement for EVN; issue Charter, amend or add the EVN’s Charter; approve the strategies, business and production plan and 5-year development investment plan of EVN (including strategies, business and production plan and 5-year development investment plan of the Vietnam National Electricity Group); approve scheme to establish the EVN’s subsidiaries with 100% of state-owned capital, the scheme to organize level II businesses into corporation in the form of its parent company – subsidiary; approve guidelines to establish, re-organize, dissolve branches, representative offices, scientific research units, training units and other dependent accounting units of EVN; approve the overall scheme of business arrangement and innovation of EVN (including the overall scheme of business arrangement and innovation of Vietnam National Electricity Group);

3. Requesting the Government to issue, amend or add the Decree on Regulation on EVN’s financial management;

4. Contributing opinions to the Ministry of Industry and Trade on capital contribution, holding, increase or decrease in capital at other businesses and on the receiving of EVN’s subsidiaries or associated companies;

5. Coordinating with the Ministry of Industry and Trade to inspect and monitor the finance, result and business performance of EVN.

6. Evaluating and approving the EVN’s foreign loans after consulting the Ministry of Industry and Trade as prescribed by law;

7. Making a decision on appointment, re-appointment, removal, approval for resignation, commendation and discipline over the financial Supervisor at EVN and salary payment for this title;

8. Performing other rights and responsibilities as prescribed by law and assigned by the owner;

Article 27. Rights and responsibilities of Ministry of Planning and Investment

1. Coordinating with the Ministry of Industry and Trade to monitor and inspect the implementation of EVN’s strategies, objectives and duties assigned;

2. Performing the evaluation for the Prime Minister to make a decision on: establishment, objectives, duties and business line; re-organization, dissolution, transfer of ownership and bankruptcy requirement for EVN. Performing the evaluation for the Prime Minister to approve the strategies, the business and production plan and 5-year development investment plan of EVN (including strategies, business and production plan and 5-year development investment plan of the Vietnam National Electricity Group);

3. Contributing opinions for the Government and the Prime Minister to make a decision on issuing Charter, amending and adding the EVN’s Charter; deciding the EVN’s charter capital upon establishment and adjustment of charter capital during the operation; approving the scheme to establish subsidiaries with 100% of state-owned capital, the scheme to organize level II businesses into corporation in the form of its parent company - subsidiary; guidelines to establish, re-organize, dissolve branches, representative offices, scientific research units, training units and other dependent accounting units of EVN; approving the overall scheme of business arrangement and innovation of EVN (including the overall scheme of business arrangement and innovation of Vietnam National Electricity Group);

4. Contributing opinions to the Ministry of Industry and Trade on capital contribution, holding, increase or decrease in capital at other businesses and on the receiving of EVN’s subsidiaries or associated companies;

5. Performing other rights and responsibilities as prescribed by law and assigned by the state owner and this Charter;

Article 28. Rights and responsibilities of the Ministry of Home Affairs

1. Performing the evaluation for the Prime Minister to make a decision on appointment, re-appointment, removal, resignation, commendation and discipline over the Chairman of EVN’s Board of members;

2. Contributing opinions for the Prime Minister to make a decision on establishment, objectives, duties, business lines, re-organization, dissolution, transfer of ownership and bankruptcy requirement for EVN; approving the scheme to establish subsidiaries with 100% of state-owned capital, the scheme to organize level II businesses into corporation in the form of its parent company - subsidiary; guidelines to establish, re-organize, dissolve branches, representative offices, scientific research units, training units and other dependent accounting units; approving the overall scheme of business arrangement and innovation of EVN (including the overall scheme of business arrangement and innovation of Vietnam National Electricity Group);

3. Coordinating with the Ministry of Industry and Trade to monitor and inspect the compliance with the Party and State’s regulations on work of EVN staff

4. Performing other rights and responsibilities as prescribed by law and assigned by the state owner and this Charter;

Article 29. Rights and responsibilities of Ministry of Labour - Invalids and Social Affairs

1. Contributing opinions for the Prime Minister to make a decision on establishment, objectives, duties, business lines, re-organization, dissolution, transfer of ownership and bankruptcy requirement for EVN; approving the scheme to establish subsidiaries with 100% of state-owned capital, the scheme to organize level II businesses into corporation in the form of its parent company - subsidiary; guidelines to establish, re-organize, dissolve branches, representative offices, scientific research units, training units and other dependent accounting units; approving the overall scheme of business arrangement and innovation of EVN (including the overall scheme of business arrangement and innovation of Vietnam National Electricity Group);

2. Consulting the Ministry of Industry and Trade to decide the salary of Chairman of Board of members and its members, General Director, specialized Supervisor at EVN and the annual salary fund of EVN’s Board of members;

3. Coordinating with the Ministry of Industry and Trade to carry out the annual monitoring, examination and inspect the regulations on recruitment, salary, and bonus of EVN;

4. Performing other rights and responsibilities as prescribed by law and assigned by the state owner and this Charter;

Article 30. Rights and responsibilities of ministries, ministerial-level organs and Government-attached organs

The ministries, ministerial-level organs and Government-attached organs perform the functions of state management in the relevant areas for EVN specified by law for these organs;

Article 31. Rights and responsibilities of EVN’s Board of members

The EVN’s Board of members is assigned by the owner to implement the rights and obligations of state owner for EVN, except for the rights specified from Article 23 to 30 of this Charter;

SECTION 3. ASSIGNMENT FOR IMPLEMENTATION OF OBLIGATIONS OF STATE OWNER

Article 32. Obligations to invest sufficient charter capital

1. The Ministry of Finance is obliged to invest sufficient charter capital after Prime Minister has decided the EVN’s charter capital.

2. The EVN’s Board of members is obliged to invest sufficient charter capital for the subsidiaries with 100% of capital owned by EVN;

Article 33. Obligations to comply with the EVN’s Charter of organization and operation

Organizations and individuals performing the owner’s rights and responsibilities are obliged to comply with the EVN’s Charter of organization and operation and must take responsibility before law for unauthorized decisions;

Article 34. Obligation of debts and other assets

1. The state owner is obliged to debts and other assets within the EVN’s charter capital;

The EVN’s Board of members, General Director must manage and operate EVN to ensure the solvency of debts and obligations of other assets;

2. The Ministry of Industry and Trade shall assume the prime responsibility for and coordinate with the state management organs concerned to monitor, examine and evaluate debts and other asset obligations, the Ministry of Industry and Trade shall require and direct the EVN to have remedial plan and report it to the competent authority for consideration and decision;

The Ministry of Finance shall make annual report to the Government on EVN’s debts and other asset obligations;

3. When EVN falls into bankruptcy, the Ministry of Trade and Industry shall direct the EVN Board of members, General Director to perform the procedures for bankruptcy under the regulations of law on bankruptcy.

Article 35. Obligations in approving policy of investment, sale and purchase of assets

1. Organizations and individuals performing the owner’s rights and responsibilities must comply with the authority and law when approving policy of investment, sale and purchase of assets, borrowing or lending contracts of EVN; monitor the implementation of their decisions and approvals.

2. The EVN Board of members and the General Director must perform investment projects, sale and purchase of assets, borrowing or lending contracts of EVN in accordance with the policy and regulations of law;

Article 36. Obligations to ensure EVN’s business rights under the law

Organizations and individuals exercising the owner’s rights and responsibility are obliged to ensure EVN’s business rights under the law and ensure that the EVN Board of members and the General Director actively manage and operate EVN effectively as prescribed by law and the EVN’s Charter of organization and operation;

SECTION 4. SUPERVISOR

Article 37. Supervisor’s standard and condition

1. Having sufficient capacity for civil acts and not simultaneously holding position of manager or executive of business or related person as defined at Point a, c and dd, Clause 17, Article 4 of the Enterprise Law;

2. Having qualification at university level or higher, ability to perform the control and professional experience in finance, accounting, audit or practical experience in management and operation and investment in EVN’s main business lines from three (03) years or more and other standards and conditions specified in other relevant legal documents and this Charter;

3. Having good health and moral character, honesty, uprightness, knowledge and sense of law observance;

Article 38. Supervisor’s working regulation

1. Supervisor has a term not exceeding three (03) years and shall be considered for re-appointment by the owner if completing his/her task and meeting the Supervisor’s standards and conditions;

The appointment, re-appointment, removal, commendation, discipline and evaluation of Supervisor’s activities shall comply with regulations of law and this Charter;

2. Supervisor works under full-time mode;

3. EVN has three (03) Supervisors:

a) Minister of Finance appoints one (01) financial Supervisor;

b) Minister of Industry and Trade appoints two (02) specialized Supervisors and assigns one (01) Supervisor to take charge of planning work, assignment and coordination of work among Supervisors;

Article 39. Supervisor’s duties

1. Inspecting the legality, honesty, prudence of Board of members and the General Director in implementing the ownership and management and operation of business at EVN, including the following contents:

a) Re-organization, transfer of ownership, dissolution and bankruptcy requirement for EVN, the new establishment of subsidiaries as one member limited liability companies, the contribution, holding, increase or decrease in EVN’s capital into other companies; the establishment, dissolution of branches, representative offices and other dependent accounting units; the receiving of businesses voluntarily participating as subsidiaries or associated companies;

b) Implementation of EVN’s Charter;

c) Implementation of objectives, duties and business lines; strategy, business and production plan and annual or 5-year development investment plan of EVN;

d) Increase in charter capital, transfer of a part or the whole of EVN’s charter capital to other organizations and individuals;

dd) Preservation and development of EVN’s capital;

e) Implementation of investment projects, sale contracts, borrowing or lending contracts or other types of contracts of EVN;

g) Implementation of financial regulation, income distribution, appropriation and use of EVN’s funds as prescribed by law;

h) Implementation of regulations on salary and bonus at EVN;

i) Other contents are specified by the owner;

2. Evaluating financial statements, business report, management evaluation report and other reports before submission to the owner of Vietnam National Electricity Group or the state organs concerned and submission of evaluation report to EVN’s owner;

EVN’s financial Supervisor shall assume the prime responsibility and coordinate with the specialized Supervisors to assess the financial statements and control the contents specified at Point d, dd and g, Clause 1 of this Article;

3. Putting forward solutions to improving the EVN’s structure of business management and operation organization to the EVN’s owner;

4. Other duties specified in this Charter or decided by EVN’s owner;

Article 40. Supervisor’s rights

1. Supervisor has the right to request the provision of any EVN’s document or record at its head office, branches, representative offices or business places to study and consider the implementation of duties as prescribed. In case of necessity to review the records and documents of subsidiaries or associated companies, the Supervisor shall coordinate with the representative of EVN’s capital at the subsidiaries or associated after the owner’s approval;

2. Supervisor shall be fully provided with information, documents and reports on contents under the authority of decision of Board of members and the General Director related to the operation of EVN’s business and production and perform other tasks assigned by the owner;

3. Supervisor is entitled to attend briefings and meetings of Board of members, Board of Directors or thematic meetings related to the implementation of Supervisor’s duties at EVN. The Supervisor attending the meetings has the right to express his/her opinions but has no right to vote, except for cases specified in Clause 1, Article 75 of the Enterprise Law;

4. Supervisor is permitted to use the EVN’s seal for documents, records within his/her functions, duties and rights. EVN shall coordinate with Supervisor to formulate regulations on use of seal to ensure the conformity with law;

5. Supervisor is trained with supervising skills. In case of necessity, the Supervisor has the right to consult specialists or specialized organizations in service of Supervisor’s work after the owner’s written consent. The expense of hiring of specialists or specialized organizations and other operational expenses of Supervisor shall comply with expenditure framework specified by the owner in the Regulation on Supervisor’s operation at EVN and shall be included in the costs of EVN’s business and production as prescribed by law;

Article 41.Supervisor’s obligations

1. Complying with law, EVN’s Charter and owner’s regulations in implementation of rights and tasks assigned. The Supervisor shall take responsibility before law and owner for the implementation of his/her rights and duties;

2. Implementing rights and duties assigned honestly, prudently and to the greatest extent to ensure legal interests of EVN and company owner;

3. Being loyal to the interests of EVN and EVN’s owners. Managing and keeping information confidential as prescribed by the owner and EVN. Not abusing powers assigned to obstruct EVN’s business and production activities. Not using EVN’s information, know-how and business opportunities. Not abusing EVN’s status, position or assets for benefits or for other organizations and individuals’ benefits

4. Always grasping the situation, gathering information and making timely, complete and accurate report to the owners on the businesses that the Supervisor or Supervisor’s person concerned own, have shares or dominant contributed capital. This notice is posted at the EVN head office and branches.

5. Making periodic or irregular report at the owner’s request on situation and result of business, financial issues of EVN and implementation of tasks assigned;

6. Actively reporting and promptly giving advice to the owner on activities which are unusual and contrary to the law and owner’s regulations; taking responsibility before the owner and law for the act of intentionally ignoring or shielding the violations.

7. Other obligations as prescribed by relevant laws and this Charter;

Article 42. Supervisor’s salary, remuneration and benefits

1. Supervisor is entitled to salary, remuneration and other benefits based on the result of supervising activities and EVN’s outcomes and business performance.

2. The owner shall decide the Supervisor and the General Supervisor’s salary, remuneration and other benefits based on the completion of duties and regulations of law;

The Ministry of Finance shall decide the financial Supervisor’s salary, remuneration and other benefits; the Ministry of Industry and Trade shall decide the specialized Supervisor’s salary, remuneration and other benefits after consulting the Ministry of Labour - Invalids and Social Affairs.

3. Regulations on payment of Supervisor’s salary, remuneration and other benefits shall comply with the current regulations of law;

4. Supervisor is entitled to preference, benefits and participates in EVN’s activities like EVN’s other officers and employees;

Article 43. Relationship between Supervisor and owner

1. The owner is responsible for:

a) Issuing the Regulation on Supervisor’s operation at EVN including the contents on Supervisor’s activities, duties, responsibilities, powers and obligations, appraisal process of financial statements, report on evaluation of management and other EVN’s reports assigned to Supervisor for implementation, the coordination of implementation and other necessary contents in accordance with EVN’s conditions. The Ministry of Industry and Trade shall assume the prime responsibility for and coordinate with the Ministry of Finance to issue the Supervisor’s operation regulations at EVN;

b) Monitoring and evaluating the implementation of Supervisor’s duties appointed by himself/herself;

c) Fully notifying the Supervisor of his/her decision related to the contents specified in Clause 1, Article 39 of this Charter and other decisions related to the implementation of Supervisor’s inspection and monitoring at EVN;

d) Within fifteen (15) working days, from the date of receiving the Supervisor’s reports, the owner shall reply to the Supervisor in writing about the Supervisor’s proposals. Where the Supervisor consults for issues arising unexpectedly or urgently, the owner must give a written answer or direction within seven (07) working days;

dd) After deciding the appointment of Supervisor, the owner shall assign tasks to a specific unit or individual to take responsibility for monitoring, summarizing and replying to reports and processing work related to the Supervisor’s activities; notify EVN and organs concerned of appointment of Supervisor and its effect; direct EVN, within thirty (30) working days (from the date of receiving the owner’s written notice) to arrange the work place and other equipment in service of Supervisor’s work;

e) On the basis of Supervisor’s proposal and consensus of EVN Board of members, the owner shall approve the standard and norm of material facilities, working equipment and other expenditures in service of Supervisor’s activities at EVN;

2. The Supervisor is responsible for:

a) Formulating the Regulation on Supervisor’s operation at EVN as stipulated at Point a, Clause 1 of this Article and submitting it to the competent authority for approval;

b) Formulating the annual work program and submitting it to the owner for approval in quarter I annually. The Supervisor shall work under the approved work program. For cases where the irregular inspection or monitoring are required for early detection of shortcomings without any damage to EVN, the Supervisor may actively perform his/her duties but must make a report to the owner as soon as possible;

c) Within fifteen (15) working days from the end day of quarter and thirty (30) working days from the end day of year, the Supervisor must send a written report to the owner on situation and operating contents of Supervisor at EVN as stipulated in Clause 1, Article 39 of this Charter and expected operation orientation and plan in the following period;

d) For EVN’s documents and reports which need consulting the Supervisor, within fifteen (15) working days from the date of receiving documents and reports, the Supervisor must send his/her written appraisal report to the owner;

dd) During work, the Supervisor should early detect violations or activities having signs of violation of law, record the events, conditions, express proposals while notifying the owner and the Board of members for handling;

Article 44. Relationship between the Supervisor, Board of members and General Director of EVN

1. EVN, Board of members and General Director of EVN have the right to be provided with sufficient and timely information about the appointment of Supervisor, regulation on operation and contents of duties of Supervisor at EVN;

2. Where the Supervisor has signs of abusing power to obstruct the EVN’s business and production activities or violate regulations of law or failing to comply with functions and tasks assigned by the owner, EVN has the right to make a report to the owner and notify the Supervisor. After receiving the EVN’s report, the EVN’s owner shall review, conclude and take timely measures of handling;

3. EVN must ensure to send information to the Supervisor at the same time and method as for the members of Board of members and the General Director concerning the implementation of Supervisor;

4. The Chairman, the members of Board of members and the General Director and other manager of EVN are responsible for fully and promptly providing information about the implementation of contents specified in Article 39 of this Charter; take responsibility for the truthfulness and accuracy of information, documents and reports provided for the Supervisor; arrange material facility and create conditions for the Supervisor to participate in meetings and access the EVN’s records and documents to perform the assigned tasks

5. When sending report to the owner, the Supervisor shall also send it to EVN, unless otherwise specified by the owner. Where the EVN’s opinions are different from the Supervisor’s opinions, within fifteen (15) working days from the day of receiving the report, EVN has the right to request the owner to answer the issues with different opinions;

Article 45. Relationship between Supervisors

1. Supervisor shall take direct responsibility for the result of work assigned by owner, simultaneously with the other Supervisors shall take responsibility for the result of general operation of Supervisors at the Vietnam National Electricity Group;

2. Supervisor who is appointed as the supervisor-in-charge is responsible for summarizing the other Supervisors’ opinions in the reports and work program to be sent to the owner as prescribed;

Chapter 5.

EVN MANAGEMENT ORGANIZATION

Article 46. EVN’s structure of management and organization

EVN’s structure of management and organization consists of:

1. EVN Board of members;

2. EVN General Director;

3. Deputy General Director and Chief accountant;

4. EVN assisting machine;

SECTION 1. EVN BOARD OF MEMBERS

Article 47. EVN Board of members

1. EVN Board of members is the state owner’s representative at EVN to exercise its rights, responsibilities and obligations of the state owner at EVN and the companies whose 100% of charter capital is hold by EVN and EVN’s contributed capital at other businesses;

2. EVN Board of members has the right to act on behalf of EVN to decide all issues related to the identification and implementation of goals, duties and interests of EVN, except for issues under the authority and responsibility of Government and Prime Minister or assign these issues to other organ or organization which is the owner’ s representative for implementation;

3. EVN Board of members shall take direct responsibility before the state owner and law for all of the EVN’s activities;

4. EVN Board of members consists of seven (07) members. The term of member of EVN Board of members shall not exceed five (05) years.

Article 48. Duties and powers of EVN Board of members

1. Receiving, managing and efficiently using capital, land, natural resources and other resources invested by for EVN;

2. Deciding the strategies, business and production plan and 5-year development investment plan of EVN after requesting the submission to the Prime Minister from the Ministry of Industry and Trade and approved by the Prime Minister;

3. Deciding the business and production plan and annual development investment plan of EVN and sending this decision to the Ministry of Industry and Trade, Ministry of Planning and Investment and Ministry of Finance for summary and monitoring;

4. Requesting the Ministry of Industry and Trade to submit the Decree on EVN’s Charter of organization and operation to the Government for amendment and addition; requesting the Prime Minister to adjust the charter capital, re-organization, re-structure, transfer of ownership, dissolution and bankruptcy requirement for EVN.

5. Requesting the Ministry of Finance to submit the Decree concerning the Regulation on financial management, amendment and addition of Regulation on financial management of EVN to the Government;

6. Requesting the Ministry of Industry and Trade to request the Prime Minister to perform the appointment, re-appointment, removal, resignation, commendation and discipline over the members of Board of members and the General Director of EVN;

7. Requesting the Ministry of Industry and Trade to approve the foreign loan policy;

8. Deciding the appointment, re-appointment, removal, resignation, signing of contract, re-signing of contract, termination of contract, commendation and discipline over the Deputy General Director and Chief accountant of EVN;

9. Deciding the capital contribution, holding, increase or decrease in EVN’s capital at other businesses and the receiving of subsidiaries and associated companies after having requested and approved by the Ministry of Industry and Trade;

10. Deciding to appoint representative at another business and assigning tasks to the representative for decision of contents specified in this Charter;

11. Deciding or authorizing EVN General Director to decide the investment projects, the asset borrowing or lending contract, leasing contract, sale contract and other types of contract within the authority of EVN Board of members specified in this Charter and other regulations of law;

12. Deciding the establishment, re-organization or dissolution of branches or representative offices and other accounting units after requesting the Ministry of Industry and Trade to submit this decision to the Prime Minister and approved by the Prime Minister;

13. Deciding to issue regulations on internal management of EVN. Approving financial statements, profit distribution, appropriation and use of funds after getting the approval from the Ministry of Industry and Trade;

14. Deciding salary for titles appointed by the EVN Board of members;

15. Deciding solution to market development, marketing and technology of EVN;

16. Deciding the wholesale price of electricity within the wholesale price bracket of electricity issued by the competent state authority under the provisions of the Electricity Law and the relevant legal documents;

Deciding the selling and buying price between EVN with the member units to ensure the entire system (including EVN and its subsidiaries operating in the field of electricity) to effectively operate. Implementing the adjustment of selling and buying price of electricity under the authority within the electricity price bracket issued by the competent state organs;

17. Deciding the building and use of brand, solutions to market and technology development, assigned specialization, cooperation, approach, expansion and share of information, market, research and application of science and technology between EVN and member units;

18. Performing the scheme of business arrangement and innovation after the Prime Minister and the competent authority have approved the overall scheme;

19. Taking responsibility for managing and operating EVN in accordance with regulations of law and state owner’s decisions; managing, using, preserving and developing capital effectively; making timely report to the state owner on EVN’s loss in operation without solvency assurance, failure to complete objectives and duties assigned by the state owner or other cases of violation;

20. Based on regulations of relevant law and competent state organs for approval:

a) Labor norms of EVN and its subsidiaries whose 100% of charter capital is hold by EVN;

b) Salary unit and price unit of other goods and services of EVN and its subsidiaries whose 100% of charter capital is hold by EVN;

c) Technical-economic norm and quality standard of products graded by the competent state authorities;

21. Deciding investment projects as prescribed by law;

22. Deciding the policy on borrowing, lending, renting, leasing, sale and purchase of assets and other contracts with value of less than 30% of EVN’s charter capital in accordance with regulations of law;

23. Deciding the plan for management organization, business organization, staff and using the management machine, regulations on internal management, planning and labor training. Deciding the establishment of assisting machine of EVN Board of members;

24. Making an agreement for the EVN General Director to carry out the recruitment, signing of contract, termination of contract, appointment, removal, commendation, discipline, rate of salary and allowances for Directors of dependent accounting units of EVN, heads of non-business units, heads of Board and the equivalent, Chief of office of EVN.

25. Deciding to send the Chairman of EVN Board of members abroad for business, study or personal needs after being approved in writing by the competent authority;

26. Rights and responsibilities of EVN Board of members over its subsidiaries whose 100% charter capital is hold by EVN:

a) Deciding the establishment, objectives, duties or business lines; re-organization, transfer of ownership, dissolution and bankruptcy requirement after being approved by the competent authority;

b) Deciding the investment for new establishment, re-organization, dissolution and , transfer of ownership of one member limited liability company under the ownership of subsidiaries whose 100% charter capital is hold by EVN after being approved by the competent authority;

c) Approving the Charter of organization and operation and the Regulation on financial management; amending and adding the Charter of organization and operation and the Regulation on financial management, the Regulation on Supervisor’s operation of subsidiaries whose 100% charter capital is hold by EVN. Approving the business coordination plan of EVN’s subsidiaries;

d) Deciding the charter capital upon establishment and adjustment of charter capital during operation;

dd) Deciding the application of structure of management and organization of Board of members or Chairman of company, number and structure of Board of members as prescribed by law. Deciding the appointment, re-appointment, removal, resignation, commendation and discipline over the Chairman of Board of members and members of Board of members or Chairman of company, General Director (Director) and Supervisor;

e) Approving the strategies, business and production plan and 5-year development investment plan; approving the scheme of business arrangement and innovation; approving the scheme of business arrangement and innovation of the company based on the overall scheme of business arrangement and innovation of Vietnam National Electricity Group;

g) Approving the police on borrowing, lending, sale and purchase of assets with value equal to or greater than 50% of company’s charter capital or a smaller percentage as stipulated in the company’s Charter as prescribed by law ;

h) Approving the annual financial statements, profit distribution, appropriation and use of funds;

i) Other rights and obligations as prescribed by law, this Charter and the company’s Charter;

27. Deciding to send representative for EVN’s capital at other businesses at the request of EVN General Director. Introducing candidates of key managerial and executive positions at other businesses;

28. Deciding the suspension of work over the managerial positions appointed by the EVN Board of members;

29. Approving the reports on publicity and transparency of information specified in this Charter;

30. Deciding salary scale, payroll, salary unit and regulation on salary payment for the employees and managerial officers at EVN as prescribed by law;

31. Performing the inspection and monitoring over EVN General Director, Deputy General Directors, Heads of attached units, Directors and Principals of scientific research and training units in implementation of their functions and duties as prescribed by law and EVN’s Charter of organization and operation;

32. Making an agreement for the EVN General Director to decide:

a) Signing contracts or cooperation agreements as decentralized by the EVN Board of members;

b) Guaranteeing each subsidiaries’ loan as decentralized by the EVN Board of members for implementation of investment projects approved or business and production coordination plan under the signed with contract;

c) Contributing capital to newly establish joint stock company, limited liability company with two members or more as decentralized by the EVN Board of members;

d) Renting, leasing, borrowing or lending contracts of subsidiaries whose 100% of charter capital is hold by EVN as decentralized by the EVN Board of members;

dd) Appointing the managerial and executive positions as decentralized by the EVN Board of members;

e) Establishing the organizational structure, functions and duties of the professional and assisting department for EVN Board of members and the General Director;

33. EVN Board of members shall issue the decentralization regulation by each operation area to EVN General Director, Heads of the attached units, the scientific and technological research businesses and training facilities of EVN

34. Other rights and responsibilities are assigned or authorized by the Ministry of Industry and Trade as prescribed by law;

Article 49. Members of EVN Board of members

1. The members of EVN Board of members must satisfy the standards and conditions as follows:

a) Being Vietnamese citizens and permanently residing in Vietnam;

b) Having university degree or higher, capacity of business and management of enterprise. The Chairman of EVN Board of members must have experience of at least three (03) years of business management and operation of EVN’s main business lines;

c) Having sufficient capacity for civil acts, good health and moral character, honesty, uprightness, knowledge and sense of law observance;

d) Not holding the managerial and executive positions at businesses in the Vietnam National Electricity Group. In case of being officials, public servants or leaders in the state machine or social-political organization, they must be nominated in accordance with regulations of law;

dd) Not subject to be prohibited from holding the managerial and executive positions at businesses as stipulated at Points b, c, dd, e, g, Clause 2, Article 13 of the Enterprise Law;

e) Not being the persons who used to be the members of Board of members/Chairman of company, General Director/Director of business with 100% of state-owned capital but were dismissed, removed or terminated contract ahead of time or causing the company’s loss for two (02) consecutive years;

g) Other standards and conditions as prescribed by law;

2. Chairman and member of Board of members shall be removed in the following cases:

a) Violating the law to the extent of being prosecuted

b) Not having sufficient competence and qualifications for the work assigned, losing or having limited capacity for civil acts;

c) Not being honest in implementation of duties, powers or abusing positions and powers for personal profits or for others’ profits; making untruthful reports on EVN’s financial situation;

d) When EVN fails to complete tasks or norms assigned by the owner without explanation for the objective reasons and is accepted by the owner;

dd) Other cases as prescribed by law and this Charter;

3. Chairman and member of Board of members are replaced in the following cases:

a) Asking for resignation and approved in writing by the competent authority in accordance with legal procedures;

b) When there is a decision on transfer, retirement or arrangement of other jobs;

c) To be removed under the provisions of Clause 2 of this Article;

4. In case of replacing the Chairman and member of Board of members, within 60 days, the Board of members must hold a meeting to request the Ministry of Industry and Trade to consider the decision on appointing substitutes for member of Board of members or submit the decision on appointment of substitute for Chairman of Board of members

Article 50. Chairman of EVN Board of members

1. The Chairman of Board of members shall be appointed, re-appointed, removed, replaced, dismissed, commended or disciplined by the Prime Minister at the request of Ministry of Industry and Trade;

Chairman of EVN Board of members shall not hold the position of General Director simultaneously;

2. Chairman of EVN Board of members has the rights and powers as follows:

a) Signing on behalf of EVN Board of members to receive capital, land, natural resources and other resources invested by the state owner for EVN; managing EVN under the Resolution and Decision of EVN Board of members;

b) Formulating the operation programs and plans of EVN Board of members; deciding the meeting programs and contents and documentation for meeting; convening and chairing the meetings of EVN Board of members;

c) On behalf of EVN Board of members signing Resolutions and Decisions of the EVN Board of members or authorizing a member of EVN Board of members to sign Resolutions and Decisions of the EVN Board of members upon its absence;

d) Monitoring and supervising the implementation of Resolutions and Decisions of the EVN Board of members; having the right to suspend the EVN General Director’s decisions contrary to those of EVN Board of members;

dd) Studying and preparing development strategies, long-term plans and investment projects with the scale to be decided by the EVN Board of members or the EVN Board of members makes a report to the Ministry of Industry and Trade or the Prime Minister for decision; innovation plan of organization and key personnel of EVN for submission to EVN Board of members;

e) Deciding to send the member of EVN Board of members, the General Director and the Representative at joint stock companies abroad for business, study or person affairs as prescribed by law;

g) Other rights as decentralized and authorized of EVN Board of members;

h) It is likely to authorize in writing one of the members of EVN Board of members to perform the functions and duties of Chairman of EVN Board of members upon the absence of Chairman of EVN Board of members;

i) Implementing the relationship with a third party on behalf of EVN Board of members in case where the EVN represents the Vietnam National Electricity Group to perform the general activities of the Vietnam National Electricity Group or other activities on behalf of Vietnam National Electricity Group under agreement between the member units;

Article 51. Working regulation of EVN Board of members

1. EVN Board of members works collectively and holds a meeting at least once for every quarter to review and decide issues within its functions and duties; for the issues not requiring discussions, the EVN Board of members may get the voting opinion in writing from the members. The EVN Board of members may hold irregular meetings to settle the urgent issues of EVN and its subsidiaries whose 100% of charter capital is hold by EVN or of the representative at the request of Chairman of EVN Board of members or the Chairman or over 50% of total number of members of EVN Board of members;

2. The meetings of EVN Board of members are only valid when there is at least two third (2/3) of total number of members of EVN Board of members attending the meetings. The Resolutions and Decisions of EVN Board of members are only effective when there is over 50% of total number of members of EVN Board of members attending the meetings voting for them. In case where the affirmative votes and negative votes are equal, the affirmative vote of Chairman of EVN Board of members is decisive for the party having this vote. The amendment and addition of Charter of organization and operation of EVN, EVN re-organization, transfer of a part or the whole of EVN’s charter capital must be approved by at least three-fourths (3/4) of members attending the meeting. The members of EVN Board of members may reserve their opinions and these reserved opinions are recorded in the minutes of EVN Board of members’ meeting;

3. The contents of discussed issues, expressed opinions, voting result to adopt the Decisions of EVN Board of members and the conclusions at the meetings of EVN Board of members must be recorded in writing. The Chairman and the secretary jointly take responsibility for the accuracy and truthfulness of the minutes of EVN Board of members’ meeting. The Resolutions and Decisions of EVN Board of members are of binding effect for EVN and its representative;

4. The members of EVN Board of members have the right to require the General Director, Deputy General Directors, Chief accountant and managers at EVN, Board of members or Chairman of subsidiaries whose 100% of charter capital is hold by EVN and the representative to provide information and documentation on financial situation, investment and business activities of the units under the Regulation on provision of information issued by EVN Board of members or in the Resolutions and Decisions of EVN Board of members. The person required to provide information must fully, promptly and accurately provide information and documentation as required by the members of EVN Board of members;

5. The operating expenses of EVN Board of members, including salaries, allowances and remuneration, shall be included in the expenses of business management of EVN;

6. In case of necessity, the EVN Board of members has the right to consult experts in and outside EVN before make a decision on important issues under the authority of EVN Board of members. The consulting costs are specified in the Decree on the Regulation on financial management of EVN.

SECTION 2. EVN GENERAL DIRECTOR

Article 52. EVN General Director

1. EVN General Director is the EVN’s legal representative and operates the EVN’s daily activities according to the the objectives, plans and resolutions and decisions of the EVN Board of members and in accordance with the EVN’s Charter of organization and operation; takes responsibility before law for the implementation of rights and duties assigned;

2. General Director is the member of EVN Board of members and is appointed, re-appointed, removed, commended or resigns. The term of General Director shall not exceed five (05) years;

3. The EVN General Director is replaced in the following cases:

a) Voluntarily requesting the resignation and is approved in writing by the competent authority in accordance with legal procedures;

b) When there is a decision on transfer, retirement or arrangement of other jobs;

c) Being removed under the provisions of Clause 4 of this Article;

4. The Ministry of Industry and Trade shall decide the removal ahead of time with the General Director of EVN in the following cases:

a) Causing EVN’s loss for two (02) consecutive years or failing to achieve the rate of return on equity assigned by the owner in two (02) consecutive years or being in a state of loss and profit overlapping but failing to improve it, except for cases of loss or decrease in rate of return on invested equity approved by the competent authority; loss due to planned investments to expand production, technology innovation under the Resolution or Decision of the EVN Board of members; loss or decrease in rate of return on equity with objective reasons has been explained and approved by the competent authority;

b) EVN fall into bankruptcy without filing for bankruptcy as stipulated by the law on bankruptcy;

c) Failing to complete duties or norms assigned by EVN Board of members; repeatedly and systematically violating Resolutions and Decisions of EVN Board of members and EVN’s regulation on internal management;

d) Being untruthful in exercising powers or abusing status and powers for personal profits or other’s profits; making untruthful reports on EVN’s financial situation;

dd) Capacity for civil acts is lost or limited

e) Being sentenced by Court or decision has legal effect

g) Other cases are prescribed by law and this Charter.

Article 53. Duties and powers of EVN General Director

1. Developing EVN development strategies; planning development of projects of business lines of EVN and Vietnam National Electricity Group; long-term and annual plans of EVN, business and production coordination plan in Vietnam National Electricity Group; schemes of capital mobilization and use, preparation for investment project, distribution of resources, preparation for scheme of organization, management, draft Charter, amendment of Charter of organization and operation of EVN, draft Regulation on financial management and Regulation on internal management of EVN; developing plan for development of human resources; developing and inspecting the implementation of system of norms, standards, technical-economic norms, product quality, salary unit, unit price of products; preparing contracts, periodical reports, statistical reports, EVN financial statements and EVN consolidated financial statements and other schemes and projects;

2. Submitting the contents under the authority of owner over EVN to the EVN Board of members, then the EVN Board of members shall submit them to the Ministry of Industry and Trade or the competent state authority to decide or approve them;

3. Submitting the contents under the authority of EVN Board of members to the EVN Board of members for consideration and decision;

4. Deciding the issues assigned, decentralized or authorized by the EVN Board of members;

5. Deciding the EVN’s investment projects, sale and purchase of assets, the borrowing, lending, renting contracts and other types of contract, plan for use of EVN’s capital and assets for capital contribution and share purchase of businesses as decentralized or authorized by EVN Board of members and relevant laws;

6. Deciding the recruitment, signing of contract, termination of contract, appointment, re-appointment, removal, commendation, discipline, rate of salary and allowances for the titles as decentralized by EVN Board of members;

7. Requesting EVN Board of members to appoint its representatives at other businesses;

8. Deciding the assignment of task to Deputy General Directors;

9. Deciding to send EVN Deputy General Directors, officers and employees, Chairman of Board of members, member of Board of members or Chairman of company, Supervisor of subsidiaries whose 100% of charter capital is hold by EVN, heads of attached units to go abroad for business, study, personal needs; receiving foreign individuals and delegations into Vietnam to work with EVN; authorizing the Board of members or Chairman of subsidiaries whose 100% of charter capital is hold by EVN and heads of attached units to send officers, employees of their units to go abroad for business, study, personal needs and receive foreign individuals and delegations into Vietnam to work with their units;

10. Implementing the business and investment plans and daily activities; business coordination plan in the Vietnam National Electricity Group, the audit, inspection, protection and decision on solutions to development of market, marketing and technology and other work in order to effectively implement the Resolutions and Decisions of EVN Board of members and owner; operating the EVN’s activities to implement the Resolutions and Decisions of EVN Board of members;

11. Developing and applying salary scale, payroll, salary unit, regulation on salary payment for employees as prescribed by law;

12. Signing EVN’s contracts. For contracts with value above the level decentralized to the EVN General Director, then, the EVN General Director is only permitted to sign them after there are Resolutions and Decisions of EVN Board of members;

13. Making a report to the EVN Board of members on EVN’s result of business operation; publicly announcing the financial statements as prescribed by law;

14. Being subject to the inspection and monitoring of EVN Board of members, Supervisor and competent state authorities over the implementation of functions and duties as prescribed by law;

15. Monitoring, inspecting and supervising activities of member units as assigned or authorized by EVN Board of members;

16. Being entitled to apply measures which are necessary or beyond authority in case of emergency and must report to EVN Board of members and competent state authorities immediately;

17. Other rights and duties as prescribed by law, this Charter and decision of EVN Board of members;

Article 54. Standards and conditions to be EVN General Director

1. The person appointed as EVN General Director must satisfy the standards and conditions as follows:

a) Having sufficient capacity for civil acts and not subject to being banned from business management as prescribed by law;

b) Having business competence, organization and management of electricity activities; having university degree or higher, expertise in electricity, economic management and having at least five (05) years of experience in management and operation of businesses of EVN’s business lines;

c) Having good health and moral character, honesty, uprightness, knowledge and sense of law observance; being Vietnamese citizens and permanently residing in Vietnam;

d) Not being the person concerned of EVN Chairman, member of Board of members, Supervisor, Chief Accountant, treasurer and the competent person directly appointing General Director;

dd) Other standards and conditions as prescribed by law and this Charter;

2. The following persons shall not be chosen to be appointed as EVN General Director:

a) The persons who used to be the members of Board of members, Chairman of company, General Director, Director of business with 100% of state-owned capital but have committed violation to the extent of being dismissed, removed or terminated contract ahead of time or left that business fall into the state as stipulated at Point a, Clause 4, Article 52 of this Charter;

b) Subject to be banned from holding positions of management and operation of business as prescribed by law;

SECTION 3. INTERESTS, OBLIGATIONS, RESPONSIBILITIES AND RELATIONSHIP BETWEEN EVN BOARD OF MEMBERS AND GENERAL DIRECTOR

Article 55. Remuneration, salary and other benefits of the Chairman of the Board of members, member of Board of members and General Director

1. Chairman of the Board of members, member of Board of members and General Director are entitled to remuneration, salary and other benefits according to the results and performance of business of EVN and regulations of law;

2. The part-time members of EVN Board of members are entitled to remuneration, bonus and other benefits as prescribed by law;

Article 56. Relationship between EVN Board of members and General Director in management and operation of EVN

1. When the Resolutions and Decisions of EVN Board of members are implemented, if there are issued found not to be favorable for EVN, the EVN General Director must report to the EVN Board of members immediately for reviewing and adjusting these Resolutions and Decisions. The EVN Board of members must consider the EVN General Director’s request. Where the EVN Board of members does not re-adjust these Resolutions and Decisions, the EVN General Director shall have to implement them but may reserve his/her opinions and propose a motion to the Minister of Industry and Trade.

2. Within fifteen (15) days, from the end day of quarter and year, the EVN General Director must make a written report on business operation and orientation of implementation in the subsequent period of EVN to the EVN Board of members;

3. Chairman of EVN Board of members shall attend or send representative of EVN Board of members to attend the briefings and the meetings chaired by EVN General Director to prepare the plans for submission to EVN Board of members. The Chairman of EVN Board of members or its representative attends meetings and has the right to express opinions but has no right to conclude meetings;

Article 57. Obligations and responsibilities of The Chairman of EVN Board of members, the member of EVN Board of members and the General Director

1. The Chairman of EVN Board of members, the member of EVN Board of members and the General Director have the following obligations:

a) Performing with truthfulness and responsibility the rights and duties assigned for the sake of EVN and the State;

b) Not abusing position and power to use EVN’s capital and assets for personal profits or other’s profits; not giving EVN’s assets to others; not disclosing EVN’s secrets during the time of performing their responsibilities and within a minimum period of three (03) years after resigning as The Chairman of EVN Board of members, the member of EVN Board of members and the General Director, except where otherwise approved by EVN Board of members;

c) When EVN does not make full payment of its debts and other asset obligations that are due, the EVN General Director must report it to the EVN Board of members to seek remedy of financial difficulty and notify the financial situation to creditors. When this case occurs, the EVN Board of members and the General Director must not decide to increase salary and appropriate profits to pay bonus to managers and employees;

d) When EVN does not make full payment of its debts and other asset obligations that are due without implementation of provisions at Point c of this Clause, they must be subject to personal liability for any damage caused to the creditors;

Where the Chairman of EVN Board of members, the member of EVN Board of members and the General Director violate the EVN’s Charter of organization and operation, make decisions beyond authority, abuse positions and powers causing damage to EVN and the State, they must make compensation for damage as prescribed by law and EVN’s Charter of organization and operation;

e) Not allowing spouse, parents, children or siblings to hold the position of Chief accountant or Treasurer of EVN;

g) Complying with provisions in Article 72 and 75 of the Enterprise Law;

2. The member of EVN Board of members must take joint responsibility before the Ministry of Industry and Trade and before law for decisions of EVN Board of members, EVN’s result and performance of operation;

3. EVN General Director shall take responsibility before the Ministry of Industry and Trade, EVN Board of members and before law for EVN’s daily operation and implementation of rights and duties assigned;

4. When violating one of the following cases but not serious enough for criminal prosecution and without evidence of objective reasons, the Chairman of EVN Board of members, the member of EVN Board of members and the General Director shall not be awarded, increased salary and shall be disciplined on the basis of seriousness of violation;

a) Causing EVN’s loss;

b) Causing loss of state-owned capital;

c) Deciding investment project without efficiency, recovery of investment capital and solvency;

d) Failing to ensure salary and other benefits for EVN’s employees as prescribed by law on labor;

dd) Letting the occurrence of violation of capital management, accounting and auditing regulation and other regulations stipulated by the state

5. If the Chairman of EVN Board of members is irresponsible and fails to properly perform function, duties and powers leading to one of violations specified in Clause 4 of this Article, he/she shall be removed and have to compensate for damage as prescribed by law depending on the seriousness of violation;

6. Where EVN falls into the state specified at Point a, Clause 4, Article 52 of this Charter, depending on the seriousness of violation and consequence, the Chairman of EVN Board of member and the General Director shall be disciplined and removed ahead of time and make compensation for damage as prescribed by law;

7. Where EVN falls into bankruptcy but the EVN General Director does not file for bankruptcy, he/she shall be removed and take responsibility as prescribed by law. If the EVN General Director does not file for bankruptcy but the EVN Board of members and the members of Board of members do not require the EVN General Director to file for bankruptcy, the EVN Board of members and the members of Board of members shall be removed;

8. Where EVN is subject to re-organization, dissolution or transfer of ownership without performing the procedures for re-organization, dissolution or transfer of ownership, the Chairman of EVN Board of members, the member of EVN Board of members and the General Director shall be removed;

SECTION 4. EVN DEPUTY GENERAL DIRECTOR AND CHIEF ACCOUNTANT

Article 58. EVN Deputy General Director and Chief Accountant

1. EVN has Deputy General Directors and Chief accountant that are appointed, signed with contract, removed, replaced, dismissed, commended or disciplined by the EVN Board of members at the request of EVN General Director

A number of Deputy General Directors shall not exceed seven (07) persons. Where it is necessary to increase the number, the EVN Board of members shall make a report to the Ministry of Industry and Trade and the Ministry of Home Affairs to be submitted to the Prime Minister for consideration and decision;

2. EVN Deputy General Director shall assist the EVN General Director to run EVN as assigned and authorized of EVN General Director and take responsibility before the EVN General Director and law for duties assigned or authorized;

3. EVN Chief accountant is responsible for performing the EVN’s accounting work, assisting the EVN General Director to monitor the financial situation at EVN as prescribed by law on finance and accounting and takes responsibility before the EVN General Director and the law for duties assigned or authorized;

4. EVN Deputy General Director shall and Chief accountant are appointed and signed with contract for a maximum term of five years and may be re-appointed or re-signed with contract;

5. Regulation on salary, remuneration, bonus and other benefits of EVN Deputy General Director and Chief accountant depends on the business result and performance of EVN and regulations of law;

SECTION 5. EVN’S ASSISTING MACHINE

Article 59. EVN’s assisting machine

EVN’s assisting machine includes the assisting machine of EVN Board of members and the assisting machine of EVN

1. Assisting machine of EVN Board of members: Based on the EVN’s requirements and characteristics, the EVN Board of members may establish several assisting departments for the EVN Board of members;

2. Assisting machine of EVN: including office and professional and operational departments having functions of advising and assisting the EVN Board of members and the General Director in managing and operating EVN and Vietnam National Electricity Group. The organizational structure, functions, duties and powers of office and professional and operational departments shall be decide by the EVN General Director after approval of EVN Board of members;

SECTION 6. EMPLOYEE’S PARTICIPATION IN EVN MANAGEMENT

Article 60. Contents concerning employee’s participation in management

1. Solutions to implementation of duties and annual target and plan of EVN;

2. Plan for equitization and diversified ownership;

3. Voting for credit survey of positions: Chairman of Board of members, member of Board of members, General Director, Deputy General Director, Chief accountant of EVN and other management positions upon the requirement of competent state authority;

4. EVN’s rules, regulations are related directly to the employees’ interests and obligations:

a) Labor regulations, labor protection equipment, procedures for machinery and equipment operation; occupational safety regulations, occupational health, environmental protection, fire and explosion prevention;

b) Regulations on salary and bonus;

c) Regulations on labor norm and allocated norm;

d) Regulations on emulation and commendation.

5. Formulation, amendment, addition and implementation of collective labor agreement of EVN;

6. Annual appropriation and use of bonus and welfare funds; appropriation for union funds, appropriation for payment of social insurance and health insurance and unemployment insurance; collection and use of funds contributed by employees;

7. Signing and implementation of labor contract, handling of labor discipline, compliance with regulations and policies towards employees;

8. Solution to improving labor productivity, product quality, cost lowering, raw material saving, labor safety, occupational health, environmental protection, fire and explosion prevention;

9. Settlement of complaints and denunciations and labor disputes.

10. Other issues related to the employee’s interests and obligations;

Article 61. Form of employee’s participation in management

The employees at EVN participate in business management through the forms and organizations as follows:

1. Through employee Conference or worker and officer Congress of EVN;

2. Through the participation of representative of Trade Union in meetings of Board of members, briefings and conference to implement tasks of office and processional department of EVN;

3. Through dialogue between EVN and employee collective;

4. Through trade union organization.

5. Through the comment box.

6. EVN manager meets with employee periodically;

Chapter 6.

RELATIONSHIP BETWEEN EVN AND MEMBER BUSINESSES AND ASSOCIATED BUSINESSES

SECTION 1. GENERAL COLLABORATIVE RELATIONSHIP

Article 62. General collaborative relationship in Vietnam National Electricity Group

EVN, member businesses and associated businesses implement the general collaborative relationship as follows:

1. Developing regulations on general operation on the basis of agreement between EVN and business participating in the Vietnam National Electricity Group;

2. EVN based on the powers and duties prescribed by law is the focal point to implement a part or the whole contents of general collaborative operation specified in this Charter and the general activities between businesses in the Vietnam National Electricity Group:

a) Coordination in planning and operation of business collaborative planning;

b) Orientation of assigned operating areas and business lines of member businesses;

c) Organization of financial, accounting and statistical work;

d) Formation, management and use of concentrated funds of the Vietnam National Electricity Group ;

dd) Management and use of land and mineral resources;

e) Work of labor, salary, health, training and development of human resources;

g) Work of labor safety, prevention of natural disaster and environmental protection;

h) Work of scientific and technological application;

i) Naming of units in the Vietnam National Electricity Group and use of name, logo and trademark of EVN

k) Performance of administrative and external work of the Vietnam National Electricity Group;

l) Management of emulation, commendation, culture, sports and other social work;

m) Other contents as agreed by member businesses;

Article 63. Use of logo and trademark of EVN

1. The EVN’s subsidiaries must use EVN’s logo under the regulation on use of logo and trademark;

2. Logo and trademark of EVN is calculated in cash as prescribed to be transferred into EVN’s contributed capital to the member businesses as prescribed by law;

SECTION 2. RELATIONSHIP BETWEEN EVN AND EVN’S ATTACHED UNITS

Article 64. relationship between EVN and EVN’s attached units

1. The EVN’s attached units comply with regulations on decentralization as stipulated in this Charter or Regulation on organization and operation of dependent accounting approved by the EVN Board of member; are permitted to generate revenues from the implementation of contract of goods and services supply with the units in and outside EVN. The operating costs are accounted in EVN’s costs;

2. The head of EVN’s attached units are permitted to decide investment projects, asset sale contracts, renting or leasing contracts, borrowing or lending contract and other contracts under the Regulation on decentralization or authorization of EVN Board of members and regulations of law;

SECTION 3. RELATIONSHIP BETWEEN EVN AND ITS SUBSIDIARIES

Article 65. Relationship between EVN and its subsidiaries

1. EVN Board of members shall exercise the owner’s rights and obligations over its subsidiaries whose 100% of charter capital is hold by EVN in accordance with provisions in this Charter and the following provisions:

a) Deciding forms of investment, sale contracts, borrowing, lending contracts and other contracts with value above the decentralized level specified in the company Charter;

b) Deciding the new establishment, re-organization, dissolution or transfer of ownership of limited liability companies under ownership of company, company’s attached units, company’s branches and representative offices in the country or abroad as prescribed by law. Through plan or scheme for the company to contribute capital to other businesses; plan or scheme for change of subsidiaries’ ownership structure of the company leading to loss of company’s controlling power.

c) Monitoring and evaluating the management, business production and financial operation of the company;

d) Other rights and obligations specified in the company’s Charter not contrary to this Charter;

2. In the relationship with subsidiaries whose 100% charter capital is hold by EVN, the EVN General Director shall:

a) Receive, verify and assess documents reported to EVN by the Chairman of Board of members or Chairman of company for submission to the EVN Board of members for consideration, adoption or decision;

b) Monitoring, inspecting, urging and supervising the Board of members of Chairman of company to implement decisions of Board of members over the company, including the implementation of business and production coordination plan;

3. Subsidiaries whose 100% charter capital is hold by EVN:

a) Assigned by EVN to implement duties of business and production based on contract; providing information and receiving services and benefits from general activities of the Vietnam National Electricity Group under the provisions of this Charter, the agreements with member businesses of the Vietnam National Electricity Group and the relevant regulations of law;

b) Being obliged to comply with general agreement of Vietnam National Electricity Group, contractual commitment with EVN and member businesses of Vietnam National Electricity Group; implement legal decisions under the authority of EVN’s owner over businesses; participate in business coordination plan with EVN and member businesses of Vietnam National Electricity Group;

4. Board of members or Chairman of subsidiaries whose 100% charter capital is hold by EVN shall decide investment projects, asset sale contracts, leasing or renting contracts, borrowing or lending contracts and other contracts under regulations on decentralization and authorization of EVN Board of members, Charter of company and regulations of law;

Article 66. Relationship between EVN and its subsidiaries controlled by EVN

1. EVN has the rights and obligations of shareholder, capital contributor and joint venture partner over the subsidiaries whose shares and contributed capital are controlled by EVN (hereafter referred to as controlled company) as prescribed by law and the Charter of controlled company. The EVN Board of members shall directly exercise the rights and obligations as follows:

a) Exercising the rights and obligations of shareholder, capital contributor and joint venture partner through representative at the controlled company as prescribed by law and Charter of controlled company;

b) Making a decision on appointment, change, removal, bonus, discipline, allowance and benefit of representative;

c) Requesting the representative to periodically or irregularly report the financial situation, business result and other contents of controlled company;

d) Assigning tasks and requesting the representative to consult about important issues before vote at the controlled company; report on the use of power of shareholders and controlling capital contributors in service of development orientation and objective of EVN and Vietnam National Electricity Group;

dd) Gaining profits and suffering risks from EVN’s contributed capital at the controlled company;

e) Monitoring and inspecting the use of capital contributed in the controlled company;

g) Taking responsibility for the efficient use, preservation and development of capital contributed in the controlled company;

2. In the relationship with the controlled company, the EVN General Director is responsible for:

a) Receiving, verifying and assessing documents reported by the representative for submission to EVN Board of members for consideration, adoption or decision;

b) Monitoring, inspecting, urging and supervising the representative’s implementation of decisions of EVN Board of members over the controlled company;

c) Inspecting, urging and supervising the implementation of business and production coordination plan of controlled company;

3. The controlled company has the rights and powers as prescribed by law and the following regulations:

a) Having the right to participate in the business and production coordination plan based on contract with EVN and the member businesses; assigned to perform the business and production contracts with EVN; provided with information by EVN and receiving services and benefits from general activities under agreements with member businesses and relevant regulations of law;

b) Being obliged to comply with the general agreement of Vietnam National Electricity Group, the contractual commitments with EVN and member businesses; perform EVN’s legal decisions as the implementation of controlling power over the controlled company;

SECTION 4. RELATIONSHIP BETWEEN EVN AND ASSOCIATED COMPANIES

Article 67. Relationship between EVN and associated companies

1. Associated companies may be companies with Vietnamese or foreign legal status. EVN shall exercise its rights and obligations over associated companies as prescribed by Vietnamese or foreign law, the company’s Charter and relevant provisions of this Charter;

2. EVN manages shares and contributed capital through its representative; exercise rights, obligations and responsibility of shareholders, capital contributor as prescribed by law and Charter of associated companies;

3. EVN has relationship with its associated companies through contracts or agreements on: orientation and selection of technology, research and development of power source and power system; development of repair and fabrication technology of electrical equipment, control and automation; scientific and technological research associated with development of human resources; use of EVN’s logo and trademark in business and other activities;

Article 68. Relationship between EVN and voluntarily associated companies

1. Voluntarily associated companies include the foreign and domestic companies, the businesses having no EVN’s shares or contributed capital but voluntarily associated with EVN on the basis of agreement or associated contracts;

2. Voluntarily associated companies are subject to the binding rights and obligations with EVN and member businesses under agreements or contracts;

3. EVN has relationship with the voluntarily associated companies through agreements on: orientation and selection of technology, research and development of new power system, information system for power production and business; ; scientific and technological research associated with development of human resources; use of EVN’s logo and trademark in business and other activities;

4. EVN has the right to appoint its representative to exercise EVN’s rights and obligations over the voluntarily associated companies;

SECTION 5. MANAGEMENT OF EVN’S SHARES AND CONTRIBUTED CAPITAL

Article 69. EVN’s capital at its subsidiaries and associated companies

EVN’s capital at its subsidiaries and associated companies includes:

1. Capital in cash, value of land use right or land rent, value of tangible or intangible assets of EVN invested in its subsidiaries and associated companies;

2. Capital invested from state budget or contributed to other businesses assigned to EVN;

3. Value of shares or state capital invested at state companies under EVN is equitized or transferred into limited liability companies or liability companies with two members or more.

4. Capital is borrowed by EVN for investment

5. Capital is reinvested from divided profits

6. Value of bonus stocks and stocks paid in lieu of dividend of state capital at other businesses;

7. Other types of capital as prescribed by law;

Article 70. EVN’s rights and responsibilities in management of shares and contributed capital at its subsidiaries and associated companies

1. EVN Board of members exercises the rights and responsibilities of:

a) Owner at subsidiaries whose 100% charter capital is hold by EVN;

b) Owner of shares and contributed capital at joint stock companies, joint-venture companies, limited liability companies with two members or more as prescribed by law;

c) Rights and responsibilities of EVN Board of members over the subsidiaries whose 100% charter capital is hold by EVN as stipulated in this Charter;

2. Rights and responsibilities of EVN in management of shares and contributed capital at joint stock companies, joint-venture companies, limited liability companies with two members or more (hereafter referred to as company in this clause) exercised by EVN Board of members include but are not limited to the following contents:

a) Deciding the capital contribution and capital transfer of EVN invested at companies; exercising the rights of shareholders and capital contributors as prescribed by law and company’s Charter; taking responsibility for the debts and other asset obligations of the company within the capital invested by EVN in the company;

b) Deciding the appointment of representative to exercise the rights of shareholders and capital contributions, removal, commendation and discipline over the representative; deciding salary, bonus, allowances and other benefits of representative; evaluating the representative;

c) Requiring the representative to comply with the assigned contents as stipulated at Point Article of this Clause, unless otherwise stipulated by the company’s Charter; making periodical or irregular reports on investment, finance and efficient use of capital invested by EVN and the company’s business result;

d) EVN Board of members assigns tasks to the representative to decide the following contents of company:

- Objectives, duties and business lines; re-organization, dissolution and bankruptcy requirement of company;

- Charter, amendment and addition of company’s Charter;

- Increase or decrease in charter capital; time and method of capital mobilization; classes of share and total shares of each class to be offered; the acquisition of over 10% of the total shares sold of each class;

- Nomination for election, proposal for removal, dismissal, commendation and handling of violation of members of the Board of Directors, Chairman of the Board of Directors, Chairman of Board of members, member of Board of Supervisory. Nomination for appointment, proposal for removal, signing of contract, termination of contract with the General Director (Director) of the company. Remuneration, salary, bonus and other benefits of the members of the Board of Directors, member of the Board of members, members of Board of Supervisors, General Director (Director) of the company; a number of members of Board of Directors, of Board of Supervisors, Deputy of General Director (Deputy Director) of the company;,

- Annual strategies, business and production plan and 5-year investment and development plans of the company; list of portfolio of group A and B (for the company whose 50% of charter capital is hold by EVN);

- Establishment, re-organization or dissolution of branches, representative offices and other dependent accounting units and policies on company’s capital contribution, holding, increase or decrease in capital invested in other businesses, the receiving of other businesses voluntarily participating to be the company’s subsidiaries or associated companies (for the company whose 50% of charter capital is hold by EVN);

- Policies on establishment of subsidiaries, establishment, re-organization or dissolution of branches and representative offices (for the company whose 50% of charter capital is hold by EVN);

- For the company whose 50% of charter capital is hold by EVN: Policies on sale and purchase of assets and lending, borrowing contracts with value equal to or greater than 50% of the company’s charter capital or a smaller percentage specified in the Regulation on internal management of EVN; policies on company’s foreign loan. For the company whose charter capital is hold less than 50% by EVN: Policies on investment, sale and purchase of assets and lending, borrowing contracts with value equal to or greater than 50% of the total value of assets specified in the financial statements at the time of the most recent publication of the company or a smaller percentage as stipulated in the Regulation on internal management of EVN;

- Financial statements, profit distribution, appropriation and use of funds and the annual dividend of the company;

- For the company whose charter capital is hold more than 50% by EVN: Regulations on recruitment, remuneration, salary and bonus of the company;

dd) Requesting the representative to make reports in order to regularly monitor and inspect and evaluate the use of capital invested by EVN at the company. For the company whose charter capital is hold more than 50% by EVN: Performing the inspection as prescribed of observance of law; the use, management, preservation and development of capital invested by EVN at the company; the implementation of strategies and plans; evaluating the implementation of objectives and tasks assigned, operation result and business and production performance;

e) Other rights and responsibilities as prescribed by law;

Article 71. Representative’s standards and conditions

Representative is the person who ensures the following standards:

1. Being Vietnamese citizen and permanently residing in Vietnam;

2. Having good health and moral character to undertake the tasks.

3. Understanding law and having sense of observance of law;

4. Having qualifications and expertise on corporate finance or business areas of businesses having EVN’s shares or contributed capital, business capacity and business management. For the persons directly managing the EVN’s contributed capital at the joint-venture companies with foreign countries, the foreign companies, in addition to qualifications and expertise specified at this Point, they must have foreign language level sufficiently to work directly with foreign partners in the business without interpreters;

5. Not being the parents, spouse, children or siblings of members of EVN Board of members, members of Board of members, members of Board of Directors, General Directors and Director of the businesses having EVN’s shares or contributed capital and that person is assigned to directly manage these shares or contributed capital; having no relation of capital contribution to establish businesses, capital lending, signing of sale contract with businesses having EVN’s shares or contributed capital which that person is appointed to directly manage it, except for cases of preferential shares bought upon equitization of state businesses;

6. Having sufficient capacity for civil acts;

7. Not subject to be banned from business management;

Article 72. Representative’s rights and obligations

1. Participating in election to the management and administration of other businesses under the Charter of these businesses;

2. When being authorized to exercise the rights of shareholders, capital contributors, joint-venture partner in General Assembly of Shareholders, capital contributors and parties concerned must use those rights prudently in accordance with direction of EVN Board of members, especially in case as being dominant shareholders and capital contributors;

3. Monitoring and supervising situation of business operation, finance and result of business operation of other businesses as prescribed by law and business Charter. Making periodical reports or as required by the EVN Board of members on situation of business operation, finance and result of business operation of other businesses. The implementation of these tasks is assigned by the EVN Board of members;

4. Monitoring, urging and recovering EVN’s capital at other businesses including capital lent to employees to buy shares, selling employees shares on credit, dividing shares to employees for dividend, transferring EVN’s shares, receiving dividend and other divided items from contributed capital to other businesses;

5. Representative participating in the management board of other businesses must study and recommend his/her orientation and measures of operation at other businesses to the EVN Board of members for approval. For important issues of business to be discussed in the Board of Directors, General Assembly of Shareholders or capital contributors or joint-venture partner such as orientation, strategy, business plan, additional mobilization of shares or contributed capital, dividend, the representative must actively report to the EVN Board of members for written opinion. The representative shall express opinions in the meetings and vote under the guidance of EVN Board of members. Where many persons as EVN’s representatives participate in the Board of members, the Board of Directors of the company with EVN’s shares and contributed capital, the EVN Board of members shall appoint the person in charge to chair, discuss, reach agreement and consult with the EVN Board of members before vote;

6. The representative must take responsibility for directing that business to the right objectives and orientation of EVN; use his/her controlling power or veto to decide the addition of business lines at other businesses. When finding that the business deviates from the objectives and orientation of EVN, the representative must immediately report to the EVN Board of members and propose remedial measures. After these remedial measures are approved by the EVN Board of members, it is required to implement them immediately to quickly direct that business to the right objectives and orientation;

7. Implementing other rights and obligations as prescribed by law, the business’s Charter and assigned by EVN Board of members;

8. Taking responsibility before EVN Board of members for tasks assigned. In case of lack of accountability, abuse of duties and powers causing damage to EVN, the representative must take responsibility and make material compensation as prescribed by law.

Article 73. Representative’s salary, bonus and interests

1. Salary, bonus and interests of EVN’s representatives at other businesses shall be paid by EVN or by those businesses as prescribed by current laws and business’s Charter;

2. Representatives at other businesses are full-time members in the Board of management and operation or are employees of other businesses are entitled to salary, liability allowance (if any), bonus and other benefits as stipulated in Charter of those businesses paid by those businesses. In addition, the representatives are also entitled to allowance for representative paid by EVN as prescribed. This allowance is from the profits divided from EVN’s capital contributed to those businesses;

3. Representatives are the part-time members who are not the persons in charge in the board of management and operation of other businesses, then the salary, liability allowance (if any), bonus and other benefits shall be paid as prescribed. In addition, the representatives are also entitled to allowance for representative paid by EVN;

Where the representatives are paid remuneration, they shall deliver these remunerations to EVN;

4. When having the right to buy additional stocks and convertible bonds by the decision of joint-stock company (except for cases of purchase under the rights of existing shareholders), the representatives at other businesses must make a written report to EVN. EVN shall decide in writing the number of share that the representative may purchase depending on the extent of representative’s contribution and the performance of tasks

Where the representative is appointed as EVN’s representative at many units, he is given the priority to choose the call option at 01 unit. The representative at joint-stock company shall transfer the remaining call option of share to EVN.

Where the representative at other businesses does not report the right to buy stocks and convertible stocks at the joint-stock company, he/she shall be considered being dismissed as representative of EVN’s capital at other businesses and must transfer the number of differential share and convertible bond exceeding the rate of purchase as prescribed above at the price of purchase at the time of issue. Where the representative at other businesses has sold these stocks, he/she must deliver the difference between the selling price of stock at the market price at the time of sale with the purchase price and the costs (if any).

Chapter 7.

EVN’S FINANCIAL MECHANISM

Article 74. EVN applies the financial operation mechanism as stipulated in Decree on regulation on financial management of EVN issued by the Government;

Article 75. Adjustment of charter capital

1. EVN’s charter capital specified in Article 5 of this Charter is the state capital invested at EVN on December 31, 2012;

2. During operation, the charter capital may be increased from the sources:

a) EVN’s development funds;

b) Assistance Fund for restructure of businesses at EVN after the Prime Minister permits the addition;

c) State owner assigns EVN to exercise the function of owner of a part or the whole of charter capital of another business participating as EVN’s subsidiary or associated company;

3. Adjustment to increase EVN’s charter capital shall be decided by the Prime Minister;

4. In case of increase of charter capital, EVN must promptly conduct the adjustment in the balance sheet of assets, announcement of charter capital and performing the procedures for adjustment of charter capital in this Charter;

5. Owner only withdraws capital invested in EVN through the transfer of a part or the whole of EVN’s capital for other organizations and individuals;

6. Owner is responsible for performing investment with sufficient capital within the prescribed time;

Article 76. Management of capital, assets, revenues, expenses, cost price and profit distribution of EVN

Management of capital, assets, revenues, expenses, cost price and profit distribution of EVN shall comply with the provisions in the Decree on Regulation on financial management of EVN and relevant laws;

Article 77. Financial plan, accounting, audit and statistics

1. EVN’s fiscal year begins on January 01 and ends on December 31 of solar year;

2. Before December 15 annually, the EVN General Director shall request the Board of members to approve the EVN’s business plan, investment plan and financial plan of subsequent year. The Board of members shall make a report to the competent authorities on these plans as a basis for monitoring and evaluating the result of management and administration of business activities of the Board of members and the General Director of EVN;

3. Subsidiaries whose 100% of charter capital is hold by EVN must prepare and submit the financial statements to EVN and must take responsibility for the truthfulness and legality of data in financial statement submitted to EVN;

4. EVN’s General Director shall request the Board of members to approve the EVN’s annual financial statements and the consolidated financial statements audited of Vietnam National Electricity Group and take responsibility for the data in financial statements as prescribed by law;

5. EVN Board of members shall approve the EVN’s annual financial statements and the consolidated financial statements audited of Vietnam National Electricity Group, profit distribution, appropriation and use of EVN’s funds after being approved by the Ministry of Industry and Trade;

6. EVN Board of members shall approve the annual financial statements of its attached units and subsidiaries whose 100% of charter capital is hold by EVN as prescribed by law based on documents and data done by independent audit organ;

7. EVN shall perform the financial publicity in accordance with regulations on grassroots democracy and regulations of law;

8. EVN Board of members shall conduct the report to the owner as prescribed by law;

9. EVN must perform the work of accounting and statistics as prescribed by law;

10. EVN must apply the annual regulation on annual dependent audit as prescribed by law;

Chapter 8.

RE-ORGANIZATION, OWNERSHIP DIVERSIFICATION, DISSOLUTION AND BANKRUPTCY OF EVN

Article 78. Re-organization of EVN

The forms of EVN reorganization are merger, consolidation, division, separation and other forms as prescribed by law.

1. The re-organization of EVN shall be decided by the Prime Minister when necessary at the request of Ministry of Industry and Trade and comply with the order and procedures of law.

2. The Prime Minister shall decide the specific measures to re-organize EVN as prescribed by law.

Article 79. Ownership diversification of EVN

1. EVN shall diversify its ownership in case where the Prime Minister decides the equitization, transfer of a part or the whole of state capital at EVN;

2. Order and procedures for EVN’s ownership diversification shall comply with regulations of law corresponding to the form of ownership diversification;

Article 80. Dissolution of EVN

1. EVN is dissolved in the following cases:

a) Prolonged loss of business but not falling into the state of solvency of debts due;

b) Failure to implement duties specified by the state after having applied necessary measures;

c) Continued maintenance of EVN is unnecessary;

2. The Prime Minister shall decide the dissolution of EVN. The order and procedures for dissolution of EVN are in accordance with regulations of law

Article 81. Bankruptcy of EVN

Where EVN cannot make payment of debts due upon the requirement of credits, it shall be handled under the regulations of law on bankruptcy.

Chapter 9.

EVN BOOKS AND RECORDS OF EVN

Article 82. Right of access to books and records of EVN

1. Quarterly and annually, EVN shall send reports to the Ministry of Industry and Trade and the state organs concerned as prescribed by law;

2. In extraordinary cases, the state organs and the owner’s competent representative organs may request (in writing) the EVN to provide any record or document relating to the implementation of state management rights and the owner’s rights under the regulations of law and this Charter.

3. In addition to requesting the provision of records and documents to prepare the annual meetings of EVN Board of members, the Chairman and members of EVN Board of members have the right to request the General Director, Deputy General Directors, Chief accountant or manager of EVN to provide any record and document related to the implementation of functions and duties of EVN Board of members;

4. EVN General Director is the person who takes responsibility for storing EVN’s confidential records and documents as stipulated by EVN and law;

5. EVN’s employees have the right to know about EVN’s information as stipulated by this Charter and regulations of law;

Article 83. Information publicity

1. EVN must carry out the publicity and transparency of information mainly related to its operation as prescribed by law on businesses concerning the publicity and transparency. The contents in need of publicity and transparency include:

a) For EVN

- Long-term operation objectives and annual specific objectives including main business areas and sectors and duties assigned by the state owner in various forms;

- Detailed information on ownership structure and assets;

- Portfolio, form of investment, total investment budget and progress of performance of current investment projects;

- Long-term and short-term loans;

- Large scale transactions, large loans and other irregular transactions;

- Information about parties concerned and transactions with the parties concerned;

- Salary and other interests of management and operation machine and employees;

- Quarterly financial statements, semi-annual (first 06 months of year) have been reviewed and the annual financial statements of EVN;

- Structure, operation and change of equity at EVN and EVN’s management machine;

b) For the Vietnam National Electricity Group

- Annual consolidated financial statements audited of Vietnam National Electricity Group;

- Structure, operation and change of equity of EVN at its subsidiaries and associated companies; and management machine of EVN and EVN’s subsidiaries;

- Annual reports of the Vietnam National Electricity Group;

2. EVN makes periodical and irregular reports, including:

a) The process of using capital, land, natural resources and other resources at EVN and Vietnam National Electricity Group;

b) Implementation process and results of EVN's strategies and long-term plans; deciding EVN’s annual plan that the owner has passed; deciding strategies, long-term plans, business lines of the subsidiaries whose 100% charter capital is hold by EVN;

c) Process and implementation result of investment projects in the EVN’s long-term development plan approved by the Prime Minister;

d) Process and implementation of management and business plan, staff and use of management machine, regulation on internal management of EVN, planning, employee training, establishment of EVN’s branch and representative office;

dd) Result after use of net profit or handling of loss during business operation;

e) Process and result of inspection and monitoring activities of EVN Board of members over the subsidiaries whose 100% charter capital is hold by EVN;

g) Other reporting contents as required by the competent state authorities in exercising the owner’s rights and responsibilities over EVN;

3. Means and forms of publication of information include: annual reports are posted on EVN’s website. The contents of public and transparent information in this Clause after approved by the owner must be posted on the website of Ministry of Planning and Investment (www.business.gov.vn) within 30 days from the date of approval. The form of public information report is in accordance with regulations of the Ministry of Planning and Investment;

Where the Government establishes an organ in charge of implementation at large-scale businesses, corporation and economic group, the contents of public and transparent information in Clause 1 of this Article, after approved by the owner, must be posted on the website of this organ. The form of public information report is in accordance with regulations of this organ.

4. Type of information published and time of information publication:

a) Annual financial statements, including the annual financial statements of EVN and consolidated financial statements of Vietnam National Electricity Group;

The time limit for publication of annual financial statements is within 90 days after the end of fiscal year;

b) Annual reports: The time limit for publication of annual reports is within 20 days from the date of information publication of annual financial statements;

c) Report on EVN management: Fore every 06 months and a year, EVN shall publish information on EVN and Vietnam National Electricity Group management. The time limit for report and publication of semi-annual and annual report on EVN management is within thirty (30) days, from the date of end of reporting period;

5. EVN shall take responsibility for the accuracy and truthfulness of public information;

6. Information publication at EVN

a) EVN General Director is the person who decides and takes responsibility for EVN’s information publication to the outside. The attaches units, departments and divisions storing EVN’s records and documents only provide information to the outside as prescribed by EVN;

b) Forms, contents and place of sending information shall comply with regulations of law;

c) In case of inspection and examination required by the competent state authorities, the EVN Board of members and EVN General Director shall take responsibility for provision of information as prescribed by law on inspection and examination;

Chapter 10.

SETTLEMENT OF INTERNAL DISPUTE AND AMENDMENT OF EVN’S CHARTER OF ORGANIZATION AND OPERATION

Article 84. Settlement of internal dispute

1. The settlement of internal dispute of EVN is based on this Charter on the principle of negotiable agreement;

2. Where the settlement of dispute under this Charter is not accepted by the parties, then any party has the right to refer the case to the organs having the authority to settle disputes for decision;

Article 58. Amendment and addition of EVN’s Charter of organization and operation

1. The Government shall decide the amendment and addition of this Charter;

2. EVN Board of has the right to request the Ministry of Industry and Trade to submit the amendment and addition of this Charter to the Government;

Chapter 11.

IMPLEMENTATION PROVISION

Article 86. Effect and scope of implementation

1. This Charter is the legal grounds for EVN’s organization and operation. All of individuals, attached units, subsidiaries and non-business units of EVN are liable to implement this Charter;

2. The attached units, subsidiaries and non-business units of EVN shall rely on regulations of law corresponding to their legal forms and this Charter to develop their own Charter or Regulation on organization and operation to submit them to the competent authority for approval. The Charter or Regulation of attached units, subsidiaries and non-business units must not be in contradiction with this Charter./.