Nghị định 212/2013/NĐ-CP Điều lệ tổ chức và hoạt động của Tập đoàn Công nghiệp Than - Khoáng sản Việt Nam

DECREE

CHARTER OF ORGANIZATION AND OPERATION OF VINACOMIN

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

Pursuant to the Law on Enterprise dated November 29, 2005;

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

At the request of the Minister of Industry and Trade;

The Government promulgates the charter of organization and operation of VINACOMIN.

Article 1. Enclosed herewith is the charter of organization and operation of VINACOMIN.

Article 2. This Decree takes effect since February 01, 2014.

Charter of organization and operation of VINACOMIN enclosed with the Prime Minister’s Decision No. 418/QĐ-TTg dated March 21, 2011 and other provisions in opposition to this Decree are hereby annulled.

Article 3. Ministers, heads of ministerial-level agencies, heads of governmental agencies, presidents of People’s committees of central-affiliated cities and provinces, Member assembly and General Director of VINACOMIN shall be responsible for executing this Decree.

THE CHARTER

ORGANIZATION AND OPERATION OF VINACOMIN (Enclosed with the Prime Minister’s Decree No. 212/2013/ND-CP dated December 19, 2013) (Hereinafter referred to as the Charter)

Chapter 1.

GENERAL PROVISIONS

Article 1. Interpretation of terms

1. In the Charter, some terms are construed as follows:

a) VINACOMIN conglomerate means a group of unincorporated companies including:

- VINACOMIN (Grade I enterprises);

- Subsidiaries of VINACOMIN (Grade II enterprises);

- Subsidiaries of grade II enterprises (grade III enterprises);

- Associate companies of VINACOMIN;

b) “Vietnam National Coal – Mineral Industries Holding Corporation Limited” (hereinafter abbreviated to VINACOMIN throughout the Charter) means the parent company of VINACOMIN conglomerate of which 100% of charter capital is held by the State organized in the form of single member limited liability company according to the Prime Minister’s Decision No. 989/QĐ-TTg date June 25, 2010;

c) “Affiliates of VINACOMIN” mean dependent cost-accounting units affiliated to VINACOMIN, organized in the form of branches, representative offices or public service units including affiliates operating business activities and affiliates operating public services for profits; List of affiliates of VINACOMIN at the time the Charter is promulgated is specified in Appendices enclosed herewith;

d) “Subsidiaries” mean enterprises controlled by VINACOMIN and organized in the form of joint-stock companies, single member limited liability companies, multi-member limited liability companies, joint-ventures with foreign partners in Vietnam, foreign-based companies and other forms of companies as prescribed, independent cost-accounting public service units; List of subsidiaries of VINACOMIN at the time the Charter is promulgated is specified in appendices enclosed herewith;

dd) “Associate companies" mean companies in which VINACOMIN has a non-controlling interest, bound on rights and obligations with VINACOMIN  according to the level of contributed capital or under contracts for association signed with VINACOMIN, or without holding or capital contributed by VINACOMIN but in association with VINACOMIN on a voluntary basis in the forms as prescribed by the laws, bound on rights and obligations with VINACOMIN under contracts for association signed with VINACOMIN. List of associate companies of VINACOMIN at the time the Charter is promulgated is specified in appendices enclosed herewith;

e) “Member enterprises” mean enterprises in which VINACOMIN, subsidiaries of VINACOMIN or subsidiaries of superior levels have 100% of charter capital, or a controlling interest;

g) “Controlling interest” of VINACOMIN in other enterprises means shares or contributed capital accounting for over 50% of charter capital held by VINACOMIN in such companies;

h) “Non-controlling interest” of VINACOMIN in other enterprises mean shares or contributed capital accounting for 50% of charter capital or lower held by VINACOMIN in such enterprises;

i) “Controlling rights of VINACOMIN” mean rights of VINACOMIN (as a parent company holding controlling interest, or holding rights to exploitation of minerals granted by the State, or technological know-how, brands, markets of subsidiaries) to make decisions on operation regulations, key personnel, management organization, markets, business strategy, investment orientation and other important issues of subsidiaries under the Charter of subsidiaries or under the agreement between VINACOMIN and such subsidiary company.

k) “Charter capital held by VINACOMIN” means the amount of capital invested by the State and specified hereof.

l) “The internal market of VINACOMIN conglomerate” (hereinafter referred to as “the internal market”) means the market for supply (purchase and sale) of products and services within VINACOMIN conglomerate, between VINACOMIN and subsidiaries, public service units, associate companies and among subsidiaries, public service units and associate companies;

m) "Plan for business coordination within VINACOMIN conglomerate” (hereinafter referred to as ”business coordination plan”) means the plan for coordinating action in order to maximize use of capability and advantages of each companies, make effective exploitation of the internal market to achieve targets set by VINACOMIN conglomerate and highest common outcomes without harming benefits of involved companies. The business coordination plan is implemented through an economic contract signed between the participants.

2. Other terms prescribed hereof and interpreted in Civil Code, the Law on Enterprise and other legislative documents shall have the meanings as interpreted in such documents. “The laws” mean the Laws of Vietnam.

Article 2. Name and headquarters of VINACOMIN

1. Full name: Vietnam National Coal – Mineral Industries Holding Corporation Limited

2. Business name in Vietnamese: Tập đoàn Công nghiệp Than - Khoáng sản Việt Nam

Abbreviated name in Vietnamese: TKV

3. Business name in English: VIETNAM NATIONAL COAL AND MINERAL INDUSTRIES HOLDING CORPORATION LIMITED

Abbreviated name in English: VINACOMIN

4. Headquarters: 226 Le Duan Street, Trung Phung Ward, Dong Da District, Hanoi City.

Tel: 84-4-38510780

Fax: 84-4-38510724.

Website: www.vinacomin.vn

5. Production management center: VINACOMIN has the production management center situated in 95A Le Thanh Tong Street, Ha Long City, Quang Ninh Province and in a number of localities with concentrated production forces (the Central Highlands and other areas) with representative offices at home and abroad.

6. The Prime Minister has decided to change name and headquarters of VINACOMIN.

Article 3. Legal matters, legal capacity, functions and duties of VINACOMIN

1. VINACOMIN is the single member limited company of which 100% of charter capital held by the State and operating according to the laws and the Charter

2. VINACOMIN has its own corporate capacity, stamp, symbol, brand and bank account in Vietnam dong and foreign currency opened in State Treasuries, domestic and foreign banks according to the laws. VINACOMIN has its own capital and assets, responsible for payables and other financial obligations with its assets; take civil responsibility and exercise rights and obligations of the owner for subsidiaries, associate companies within the amount of capital invested by VINACOMIN.

3. VINACOMIN has fundamental functions and duties as follows:

a) Invest financially in subsidiaries, associate companies; control subsidiaries, associate companies by level of charter capital invested in such companies according to the laws and the Charter;

b) Directly involved in operating profitable and effective business according to the laws;

c) Exercise rights and obligations of the owner over subsidiaries and associate companies; Economic relations arising between VINACOMIN and subsidiaries, associate companies are realized through an economic contract;

d) VINACOMIN is assigned by the State to manage mineral, coal, bauxite, copper, iron, gold, silver, zinc, tin and other minerals according to law provisions.

dd) The tasks assigned directly to VINACOMIN by the State include industrial encouragement, receipt and allocation of state budget capital, establishment and management of business coordination plan, orientations toward allocation of areas of activities, production and business sectors of member enterprises, organization of financial, accounting and statistical works, establishment, management and use of concentrated financial funds, labor, pay, health care, training and development of human resources; labor safety, natural disaster prevention and fighting, environmental protection; application of science and technology, naming the units belonging to VINACOMIN conglomerate, use of name and brand of VINACOMIN; administrative tasks, external relations and procedures for entry and exit; emulation and commendations, cultural, social and sporting activities, and others as agreed by member enterprises of VINACOMIN;

4. VINACOMIN is assigned by the State to manage and use natural resources of coal, bauxite and other minerals according to law provisions, state capital invested in VINACOMIN, a number of inter-mine and interregional works of infrastructure;

5. VINACOMIN shall hold a central role in directing, managing and controlling activities of subsidiaries as prescribed by the laws and the Charter aimed at achieving highest business outcomes for VINACOMIN and each subsidiary.

Article 4. Operation objectives and business lines of VINACOMIN

1. Operation objectives:

a) Conduct profitable business, preserve and develop state capital invested in VINACOMIN;

b) Develop coal, bauxite, mineral and power industries and other industries in a sustainable manner; meet demands for coal for the economy; accomplish the tasks assigned by the State;

c) Maximize outcomes of VINACOMIN performance;

2. Business lines:

a) Key business lines:

- Coal industry: Study, survey, investment, construction, exploitation, transportation, sorting out, processing, sale, purchase, importation and exportation of coal, choke-damp, mine water products and other minerals;

- Mineral - metallurgy industry: Research, investment, construction, exploitation, transportation, sorting out, ore enrichment, metallurgy, fabrication, crafting, sale, purchase, importation, exportation of mineral products;

- Industrial explosives: Production, sale, purchase, reserve, use, exportation and importation of industrial explosives and ammonium nitrate;

- Electric industry: Investment, construction, production, sale and purchase of electricity;

b) Other lines related to key business lines

- Mechanical engineering industry;

- Chemical and building materials industries;

- Management and exploitation of ports; transportation, navigation and warehousing;

- Construction of mining, civil, industrial and traffic works;

- Geological survey, technical, scientific and investment consultancy; assessment of goods, training and healthcare; prevention and response to mining problems; environmental protection and reconstitution;

c) For business lines invested by VINACOMIN that are not prescribed in Points a, b, Clause 2 of this Article, VINACOMIN shall carry out holding capital or divestments according to the plan approved by the Prime Minister;

d) VINACOMIN may supplement other business lines legally if accepted by the state owner depending on each specific point of time and production and business situation.

Article 5. Charter capital of VINACOMIN

Charter capital of VINACOMIN to the year 2015 is VND 35 thousand billion.

Adjustments to charter capital shall be made in accordance with the laws.

Article 6. Owner of VINACOMIN

The State is the owner of VINACOMIN. The Government shall unify management and organization of the exercise of rights and obligations of the owner over VINACOMIN.

Article 7. Legal representatives of VINACOMIN

General Director is the legal representative of VINACOMIN.

Article 8. State administration of VINACOMIN

VINACOMIN shall be placed under state administration by the Government, ministries, ministerial-level agencies, Governmental agencies, People’s committees of central-affiliated cities and provinces according to law provisions.

Article 9. Communist Party organizations and socio-political organizations of VINACOMIN

1. Communist Party organizations of VINACOMIN and VINACOMIN conglomerate shall operate under the constitution, laws, Charter and regulations of Vietnam Communist Party.

2. Socio-political organizations of VINACOMIN and VINACOMIN conglomerate shall operate under the constitution, laws, Charter and regulations of socio-political organizations in accordance with laws.

3. VINACOMIN shall respect and create favorable conditions for Communist Party organizations and other socio-political organizations of VINACOMIN to operate under the laws and Charter of such organizations.

Chapter 2.

RIGHTS AND OBLIGATIONS OF VINACOMIN

SECTION 1. RIGHTS OF VINACOMIN

Article 10. Rights to capital and assets of VINACOMIN

1. Possess and use capital, assets of VINACOMIN to do business and exercise legal interests from capital and assets of VINACOMIN according to law provisions;

2. Determine capital and assets of VINACOMIN according to law provisions;

3. Use capital and assets within management of VINACOMIN for investment according to the laws on investment and the Charter;

4. Manage and use assets and resources in the form of land, natural resources of mineral and water surface allocated or leased out by the State in accordance with laws for doing business and carrying out public interest activities;

5. The State shall not transfer state capital invested in VINACOMIN, capital and assets of VINACOMIN unless:

a) The State re-organizes VINACOMIN;

b) VINACOMIN implements objectives for supply of public products and services.

In case state capital invested in TKV is more than approved charter capital, the transfer of state capital shall be done according to law provisions.

Article 11. Rights to business of VINACOMIN

1. Organize implementation of production and business activities, business coordination plan; organize management apparatus under business objectives and ensure effective business performance;

2. Operate business lines or areas as prescribed in Certificate of Enterprise registration; expand business scale depending on capability of VINACOMIN and domestic and global market demands in accordance with laws;

3. Develop domestic and global markets and clients and sign contracts; Carry out uniform management of consumption of coal, aluminium, industrial explosives and the internal market through following mechanism:

a) VINACOMIN is assigned by the State to manage natural resources of mineral, coal, bauxite, copper, iron, gold, silver, zinc, tin and other minerals with respect to mineral deposits to which VINACOMIN has been granted permission for exploitation. VINACOMIN shall sign contracts with subsidiaries and enterprises participating in the business coordination plan for management of natural resource and implementation of surveying, exploitation, sorting out, and processing. Subsidiaries shall allocate processed products of coal, bauxite, aluminium and a number of other important minerals to VINACOMIN for organizing consumption in domestic and global markets; VINACOMIN shall make payment to subsidiaries for carrying out production phases on the basis of state-of-the-art economic and technical norms including norm profits;

b) VINACOMIN shall preside over and cooperate with subsidiaries and enterprises participating in the internal market in negotiating and unifying assignment and management of the internal market aimed at maximizing internal force of the economic corporation, facilitating development of domestic enterprises (including mechanical engineering and strategic material markets);

4. Make decision on buy/sell price for products and services other than public or state-priced products and services, or buy/sell price for a number of specialist products and services approved by the Prime Minister in the internal market;

5. Decide investment projects according to the laws on investment; Use capital and assets of VINACOMIN for joint undertakings, association or contribution of capital to other businesses according to laws;

6. Organize selection of contractors in accordance with the laws on bidding and the Charter;

7. Use part of the state capital recovered from equitization, transfer part or whole of capital invested in affiliates, subsidiaries or associate companies by VINACOMIN according to laws;

8. Make decisions on establishment, objectives, duties and business lines; re-organization, dissolution and ownership conversion for state-owned subsidiaries as requested by the Ministry of Industry and Trade and approved by the Prime Minister;

9. Decide establishment, re-organize, dissolve branches, representative offices and other dependent cost-accounting units affiliated to VINACOMIN as requested by the Ministry of Industry and Trade and approved by the Prime Minister;

10. Decide to lease part or whole of other companies; buy part or whole of other companies; decide to contribute capital, hold, increase or reduce capital invested by VINACOMIN in other enterprises; receive companies volunteering to be subsidiaries, associate companies of VINACOMIN as approved by the Ministry of Industry and Trade;

11. Establish and promulgate standards, process, economic and technical norms, labor norms, unit labor costs and norms of other costs ensuring economic efficiency and conformity with the laws, and put them into practice within VINACOMIN conglomerate for the implementation of business coordination plan;

12. Select and sign employment contracts, forms of salary payment, commendations to employees on the basis of production and business performance and the laws on labor, wages and rewards;

13. Have other rights to business by market demand in accordance with laws;

Article 12. Rights to finance

1. Mobilize capital for operating business in the form of issuance of corporate bonds; obtain loans from credit institutions and other financial institutions or from employees and other forms of capital mobilization according to law provisions;

Capital mobilization for business operation is based on the principle of self-responsibility for refunding ensuring efficiency in using mobilized capital without changing forms of ownership of VINACOMIN. In case VINACOMIN carries out capital mobilization for conversion of ownership, the consent of the owner must be obtained.

To obtain foreign loans, VINACOMIN must ask for approval from the Ministry of Industry and Trade, assessment and approval from the Ministry of Finance.

2. Take the initiative in using capital for business operation; establish, use and manage funds of VINACOMIN conglomerate according to law provisions, the Charter and in conformity with characteristics of coal and mineral industries;

3. Make deductions for fixed assets according to law provisions; Level of deduction must ensure adequate compensation for tangible and intangible depreciation of fixed assets and not lower than minimum deduction rate as prescribed;

4. Be entitled to state subsidies or other referential policies when undertaking activities of public interests, national defense and security, natural disaster prevention and fighting or supplying products or services under state policies without being able to compensate production cost for such products and services;

5. Carry out payment services for sale and purchase of products and services, internal payment; balance liabilities and assets within VINACOMIN conglomerate when implementing the business coordination plan according to law provisions;

6. Extract budget for commendations for innovations, management and technological improvement; give rewards for the increase in labor productivity, material saving and other expenses as prescribed;

7. Be entitled to investment and re-investment incentives according to law provisions; exercise rights of the owner for the capital invested in subsidiaries and other enterprises;

8. Be exempted from enterprise income tax for the profits collected from the capital contributed to subsidiaries and other enterprises if such companies have paid enterprise income tax before distributing profits to capital contributors;

9. Refuse and denounce requests for illegal supply of resources by any individual, agency or organization except voluntary contributions for the purpose of humanity and public interests;

10. After fulfilling tax liabilities, carry forward losses according to the Law on Enterprise Income Tax and other financial obligations according to law provisions. The remaining profits shall be distributed and used according to law provisions; VINACOMIN is permitted to increase pay or extract budget for commendations to its staff and managers only when all of its due debts are fulfilled.

11.

Preside over, establish, manage and use all centralized funds to perform typical tasks in key areas and business lines according to relevant regulations and the agreement between VINACOMIN member enterprises including Coal—mineral survey fund, Coal – mineral environment funds, miner rescue fund, training and medical funds, labor mechanism innovation fund and other funds as prescribed;

12. Guarantee subsidiaries to obtain loans from domestic and foreign banks as prescribed;

13. Other rights;

Article 13. Rights to participation of VINACOMIN in public interest activities

1. Manufacture and supply public products and services on the basis of bidding; For public interest activities by order or assigned by the State, VINACOMIN shall be responsible for carrying out consumption and provision of public products and services according to subjects, costs and charges prescribed by the State.

2. For public interest tasks assigned by the State, VINACOMIN must guarantee corresponding material conditions

For products and services carried out in the form of bidding, VINACOMIN shall make compensation for the costs according to tender price;

For public products and services ordered by the State, VINACOMIN shall use charges or revenues collected from provision of such products and services to make compensations for appropriate costs serving public interest activities and guarantee interests of employees; The State shall make compensation for the difference in case of deficit.

3. Formulate and apply norms of costs, unit labor costs to production and provision of public products and services;

Article 14. Other rights

1. VINACOMIN shall control and orientate member enterprises through capital, professional competence, technology, market and brands according to the Charter and charter of member enterprises or the agreement between VINACOMIN and member enterprises.

2. VINACOMIN and its subsidiaries are permitted to carry out invitation to competitive offers in the procurement of goods and services that are output cost of this enterprise and input cost of the other enterprise within VINACOMIN conglomerate according to law provisions.

3. VINACOMIN’s subsidiaries are entitled to participate in bidding for projects of special nature within key business lines of VINACOMIN and other subsidiaries within VINACOMIN conglomerate after being approved by the Prime Minister at the request of the Ministry of Industry and Trade.

4. VINACOMIN is entitled to make decision on payroll, unit labor costs and salary payment regime for employees and administrative officers of VINACOMIN according to law provisions except managers as prescribed by the laws.

SECTION 2. OBLIGATIONS OF VINACOMIN

Article 15. Obligations for capital and assets of VINACOMIN

1. Preserve and develop state capital invested in VINACOMIN and capital mobilized by VINACOMIN, take responsibility for payables and other financial obligations within the assets of VINACOMIN;

2. Make regular assessment of VINACOMIN’s assets according to law provisions;

3. Make regular assessment of VINACOMIN’s assets according to law provisions;

Article 16. Obligations for business operation

1. Comply with regulations in the operation of business lines; operate business lines as registered; guarantee quality of products and services made by VINACOMIN under registered standards;

2. Innovate and modernize technology and method of management to heighten efficiency and competitiveness;

3. Ensure rights and interests of employees and the rights of employees to participating in management of enterprises according to law provisions;

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

5. Carry out regimes of accounting, auditing, financial reporting, statistical reporting according to law provisions and at the request of state owner;

6. Take responsibility to the Government, the Prime Minister and the Ministry of Industry and Trade for using capital for the establishment or investment in other enterprises;

7. Undertake management of risks and insurance for assets, liabilities and people of VINACOMIN in production and business as prescribed;

8. Be subject to monitoring by the Ministry of Industry and Trade and relevant state management agencies in the execution of regulations on payroll, unit labor costs and salary payment regime for employees, Chairman, Members of Member Council, controllers, General Director, Deputy General Directors, chief accountant and other administrative officers;

9. Be subject to monitoring and inspection by the Ministry of Industry and Trade and relevant state management agencies; comply with decisions on inspection and investigation made by financial agencies and competent state agencies according to law provisions;

10. Other obligations;

Article 17. Financial obligations

1. Exercise financial autonomy, self-balance receipts and expenses; conduct effective business ensuring return on equity as assigned by the state owner; carry out registration, declaration and fulfillment of tax; exercise obligations of the owner and other financial obligations according to law provisions;

2. Carry out effective management and use of business capital including capital invested in other enterprises, natural resources, land and other resources leased out or allocated by the State;

3. Use capital and other resources to carry out special duties at the request of the State;

4. Comply fully with regulations on management of capital, assets, funds, regimes of accounting, auditing according to law provisions; take responsibility for honesty and legality of VINACOMIN’s financial activities;

5. Undertake regime of financial reporting, make financial disclosure on an annual basis, provide necessary information for accurate assessment of VINACOMIN’s performance and VINACOMIN conglomerate;

6. Other obligations;

Article 18. Obligations for participation of VINACOMIN in public interest activities

1. Provide public services as assigned or ordered by the State according to subjects, costs and charges prescribed by the State;

2. Undertake public interest activities assigned or ordered by the State;

3. Undertake contract signing and business accounting according to law provisions; take responsibility to the State for results of public interest activities undertaken by VINACOMIN; take responsibility to clients and the laws for public products and services directly made and provided by VINACOMIN;

4. Make adequate provisions of public products and services ensuring quality, subjects and time as prescribed;

5. Other obligations;

Article 19. Obligations of VINACOMIN for subsidiaries and associate companies

1. VINACOMIN:

a) Orientate business objectives and strategy of subsidiaries to VINACOMIN’s business strategy in accordance with the Charter of subsidiaries;

b) Preside over establishment, approval and organization of the implementation of the business coordination plan on the basis of maximizing advantages and effective exploitation of the internal market; create synergy of power, make effective use of resources, avoid or restrict overlapped or scattered investments;

c) Preside over and direct implementation of applied scientific and technological studies, training, marketing, commercial promotion, international cooperation and a number of other activities aimed at creating favorable conditions for subsidiaries, associate companies to expand and heighten production and business efficiencies;

d) Exercise VINACOMIN’s controlling rights over subsidiaries under the Charter of such companies; VINACOMIN should not make corrupt use of controlling rights to harm benefits of subsidiaries, associate companies, creditors, share-holders, capital contributors and other relevant parties;

2. VINACOMIN shall be responsible for making compensations for losses caused to subsidiaries, associate companies and relevant parties if it undertakes the following activities without negotiation with such companies and parties:

a) Compel subsidiaries to execute economic contracts in a way that is unfair and disadvantageous to such companies;

b) Transfer capital and assets from subsidiaries of which 100% charter capital held by VINACOMIN that have caused damage to such companies except following cases: transfer under payment terms, re-organization of company; undertaking objectives of supplying public products and services;

c) Transfer effective and profitable business activities (built by subsidiaries) from this subsidiary company to the other company without negotiation with them, causing damage or considerable decrease in profits to concerned company;

d) Make decisions on production and business objectives for subsidiaries in opposition to the Charter and the laws; assign duties to subsidiaries and associate companies not based on business coordination plan and economic contracts;

dd) Compel subsidiaries to provide loans to VINACOMIN or other subsidiaries at low interest rate and inappropriate lending and payment conditions, or provide loans for VINACOMIN and other subsidiaries to execute economic contracts of latent risks for business activities of such companies;

3. In addition to obligations as set out in this Chapter, VINACOMIN shall have other obligations for enterprises taking part in VINACOMIN conglomerate as prescribed in Chapter V hereof;

Chapter 3.

RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF STATE OWNER AND VINACOMIN

SECTION 1. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF STATE OWNER

Article 20. Rights and responsibilities for VINACOMIN

1. Decide establishment, objectives, duties, and business lines; re-organize, convert ownership, dissolve and request bankruptcy; contribute capital to other enterprises;

2. Promulgate, make amendments and supplements to the Charter;

3. Decide charter capital; adjust and transfer part or whole of charter capital;

4. Decide organizational and management structure of VINACOMIN;

5. Make decisions on production and business plan, investment and development plan;

6. Approve policies on investment, purchase and sale of assets, loan contracts;

7. Fix financial regime, distribute profits, establish and use funds; examine and approve financial reports on an annual basis;

8. Fix recruitment regime, salaries, rewards; make decisions on appointments, re-appointments, dismissals, resignation, salary, commendations, and disciplines for Chairman, members of the Board of Members, controllers, General Director of VINACOMIN.

9. Make decision on solutions for market development, marketing and technology; establish mechanism of duty assignment, take part in the provision of public and essential products and services to the economy;

10. Supervise, inspect and investigate compliance with the laws; assess fulfillment of assigned objectives and tasks, performance result, production and service efficiency; manage, use, preserve and develop capital of VINACOMIN. Evaluate Chairman, members of the Board of Members, controllers, General Director, Deputy General Director, Chief Accountant of VINACOMIN;

Article 21. Obligations of the owner for VINACOMIN

1. Provide sufficient charter capital to VINACOMIN;

2. Comply strictly with provisions concerning the owner as set out in the Charter;

3. Take responsibility for payables and other financial obligations of VINACOMIN within charter capital of VINACOMIN; distinguish assets of the owner and assets of VINACOMIN;

4. Take responsibility to the laws for making decision on investment projects; approve policies on investment, purchase and sale of assets, loan contracts, lease contracts within competence;

5. Ensure business autonomy and self-responsibility of VINACOMIN; do not interfere unlawfully in business activities of VINACOMIN;

6. Exercise other obligations according to the laws and the Charter;

SECTION 2. ASSIGNMENT OF RIGHTS AND RESPONSIBILITIES OF STATE OWNER

Article 22. Rights and responsibilities of the Government

1. Promulgate the Charter, make amendments and supplements to The Charter;

2. Exercise other rights and obligations according to the laws and the Charter;

Article 23. Rights and responsibilities of the Prime Minister

1. Make decisions on establishment, objectives and tasks and business lines; re-organization, dissolution, ownership conversion and request for bankruptcy of VINACOMIN;

2. Approve long-term plan, production and business plan, and five-year development investment plan of VINACOMIN;

3. Approve projects on establishment of subsidiaries fully owned by the State; Approve policies on establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN;

4. Approve general projects on arrangement and innovation of VINACOMIN conglomerate;

5. Make decisions on capital investment to constitute charter capital and make adjustments to charter capital during the operation of VINACOMIN;

6. Make decisions on appointments, re-appointments, dismissals, resignation, commendations and disciplines for Chairman of the Board of Members of VINACOMIN at the request of the Ministry of Industry and Trade and under the scrutiny of the Ministry of Home Affairs;

7. Exercise other rights and obligations according to the laws and the Charter;

Article 24. Rights and responsibilities of the Ministry of Industry and Trade

The Ministry of Industry and Trade is the agency immediately superior to the Board of Members of VINACOMIN, having the following rights and responsibilities:

1. Make submissions to the Prime Minister for making decisions on establishment, objectives and tasks and business lines; re-organization, dissolution, ownership conversion and request for bankruptcy of VINACOMIN, level of charter capital and adjustments to charter capital of VINACOMIN;

2. Make submissions to the Government for promulgation of the Charter, amendments and supplements to The Charter;

3. Make assessments and submissions to the Prime Minister for approval for projects on establishment of subsidiaries fully owned by the State; policies on establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN;

4. Make requests to the Prime Minister for approval for production and business plan, five-year development investment plan of VINACOMIN;

5. Make requests to the Prime Minister for decisions on appointments, re-appointments, dismissals, resignation, commendations and disciplines for Chairman of the Board of Members of VINACOMIN; Make decisions on appointments, re-appointments, dismissals, resignation, commendations, and disciplines for members of the Board of Members and controllers of VINACOMIN, salary and salary payment to the controllers of VINACOMIN;

6. Make decisions on salary, pay rises and allowances to Chairman and members of the Board of Members, General Director of VINACOMIN; the Board of Members’ annual payroll fund in consultation with the Ministry of Labor, Invalids and Social Affairs;

7. Approve VINACOMIN’s annual lists of investment projects of groups A, B and make notifications to the Ministry of Planning and Investment and the Ministry of Finance for compilation and monitoring;

8. Approve policies on contribution, holding, increase or reduction in VINACOMIN’s capital in other enterprises; reception of enterprises volunteering to be subsidiaries, associate companies of VINACOMIN;

9. Approve policies on loans, purchase and sale of assets valued at least 30% of VINACOMIN’s charter capital; approve policies allowing VINACOMIN to obtain foreign loans under the scrutiny and approval of the Ministry of Finance;

10. Propose the Ministry of Finance to approve VINACOMIN’s financial management regulations at the request of VINACOMIN’s Member Council;

11. Make requests to the Prime Minister for  general projects on arrangement and innovation of VINACOMIN conglomerate;

12. Agree with the Board of Members on approval for financial statement, profit distribution, establishment and use of funds;

13. Preside over and cooperate with relevant ministries in conducting regular monitoring, inspection and investigation into the compliance of the laws; management, use, preservation and development of capital; implementation of plan, recruitment processes, salary and rewards by VINACOMIN; Assess the implementation of objectives, duties, business lines, production and business performance of VINACOMIN; Assess management and operation by Chairman, members of the Board of Members, controllers, General Director, Deputy General Director, Chief accountant of VINACOMIN;

14. Carry out monitoring and inspection, make annual reports to the Government on the exercise of the Charter; detect and make early reports to the Government on issues in need of amendments or supplements to suit enterprise development and state administration of VINACOMIN;

15. Exercise other rights and obligations according to the laws and the Charter;

Article 25. Rights and responsibilities of the Ministry of Finance

1. Make assessments and submissions to the Prime Minister for making decisions on level of charter capital and adjustments to charter capital during the operation of VINACOMIN at the request of the Ministry of Industry and Trade;

2. Make suggestions to the Prime Minister for making decisions on establishment, objectives, duties and business lines; re-organization, ownership conversion, dissolution and requests for bankruptcy of VINACOMIN; approval for production and business plan, five-year development investment plan; approval for projects on establishment of subsidiaries fully owned by the State; approval for policies on establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN; approval for general projects on arrangement and innovation of VINACOMIN conglomerate;

3. Approve VINACOMIN’s financial management regulations at the request of the Ministry of Industry and Trade;

4. Cooperate with the Ministry of Industry and Trade in conducting regular monitoring, inspection and investigation into the management, use, preservation and development of VINACOMIN’s capital;

5. Assess and approve foreign loans made to VINACOMIN upon receipt of suggestions from the Ministry of Industry and Trade as prescribed;

6. Make suggestions to the Ministry of Industry and Trade on contribution, holding, increase or reduction in VINACOMIN’s capital in other enterprises; reception of enterprises volunteering to be subsidiaries, associate companies of VINACOMIN;

7. Make decisions on appointments, re-appointments, dismissals, resignation, commendations, and disciplines for Financial Controller within ministerial appointment authority, and salary payment to such title;

8. Exercise other rights and obligations according to the laws, assignments by the owner and the Charter;

Article 26. Rights and responsibilities of the Ministry of Planning and Investment

1. Cooperate with the Ministry of Industry and Trade in conducting annual monitoring, inspection and investigation into the implementation of production and business plan and five-year development investment plan of VINACOMIN;

2. Carry out scrutiny and make submissions to the Prime Minister for making decisions on establishment, objectives, duties and business lines; re-organization, ownership conversion, dissolution and requests for bankruptcy of VINACOMIN; production and business plan, five-year development investment plan of VINACOMIN at the request of the Ministry of Industry and Trade;

3. Make suggestions to the Prime Minister for making decisions on charter capital of VINACOMIN and adjustments to charter capital during the operation; approval for projects on establishment of subsidiaries fully owned by the State; policies on establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN; approval for general projects on arrangement and innovation of VINACOMIN conglomerate;

4. Make suggestions to the Ministry of Industry and Trade on contribution, holding, increase or reduction in VINACOMIN’s capital in other enterprises; reception of enterprises volunteering to be subsidiaries, associate companies of VINACOMIN;

5. Exercise other rights and obligations according to the laws, assignments by the owner and the Charter;

Article 27. Rights and responsibilities of the Ministry of Home Affairs

1. Carry out scrutiny and make submissions to the Prime Minister for making decisions on appointments, re-appointments, dismissals, resignation, commendations and disciplines for Chairman of the Board of Members at the request of the Ministry of Industry and Trade;

2. Make suggestions to the Prime Minister for making decisions on establishment, objectives, duties and business lines; re-organization, ownership conversion, dissolution and requests for bankruptcy of VINACOMIN; approval for projects on establishment of subsidiaries fully owned by the State; approval for policies on establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN; approval for general projects on arrangement and innovation of VINACOMIN conglomerate;

3. Cooperate with the Ministry of Industry and Trade in carrying out supervision and inspection of VINACOMIN’s compliance with regulations of the Communist Party and State on personnel issues;

4. Exercise other rights and obligations according to the laws, assignments by the owner and the Charter;

Article 28. Rights and responsibilities of the Ministry of Labor, Invalids and Social Affairs

1. Make suggestions to the Prime Minister for making decisions on establishment, objectives, duties and business lines; re-organization, ownership conversion, dissolution and requests for bankruptcy of VINACOMIN; approval for projects on establishment of subsidiaries fully owned by the State; approval for policies on establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN; approval for general projects on arrangement and innovation of VINACOMIN conglomerate;

2. Make suggestions to the Ministry of Industry and Trade for making decisions on salaries paid to Chairman and members of the Board of Members, controllers and General Director of VINACOMIN; the Board of Members’ annual payroll fund;

3. Cooperate with the Ministry of Industry and Trade in conducting annual monitoring, inspection and investigation into the implementation of recruitments, payroll and rewards by VINACOMIN;

4. Exercise other rights and obligations according to the laws, assignments by the owner and the Charter;

Article 29. Rights and responsibilities of ministries, ministerial-level agencies and Governmental agencies

Ministries, ministerial-level agencies and Governmental agencies shall carry out state administration of relevant areas for VINACOMIN as prescribed;

Article 30. Rights and responsibilities of VINACOMIN’s Member Council

VINACOMIN’s Member Council is assigned to exercise the rights and responsibilities of the state owner for VINACOMIN as prescribed in Article 42 hereof.

SECTION 3. controllers

Article 31. Standards and conditions of the controllers

1. Have adequate civil capacity and do not hold positions of enterprise management and operation positions concurrently or relevant persons as prescribed in Points a, c, and dd, Clause 17, Article 4 of the Law on Enterprise;

2. Have professional capacity from university level and over; have professional experience in financial, accounting and auditing areas, or practical experience in management, operation and investment of key business lines of VINACOMIN from three years and over along with other standards and conditions as prescribed in relevant legal documents and the Charter;

3. Have good health, moral virtues, honesty, incorruptibility, high learning and awareness about compliance with the laws;

Article 32. Working regime of the controllers

1. The controllers have three-year tenure and shall be considered for re-appointments if he/she fulfills duties and meets standards and conditions of the controllers.

Appointments, re-appointments, dismissals, resignation, commendations, disciplines and assessment of the controllers’ performance are instructed in accordance with the laws and the Charter;

2. The controllers works in full charge.

3. VINACOMIN has three controllers

a) The Minister of Finance appoints one (01) Financial controller;

b) The Minister of Industry and Trade appoints two (02) Specialist controllers

Article 33. Duties of the controllers

1. Examine legality, honesty and caution of the Board of Members and General Director in the exercise of the rights of the owner, in the management and operation of business at VINACOMIN as follows:

a) Re-organization, ownership conversion, dissolution and requirements for bankruptcy of VINACOMIN; establishment of subsidiaries as single member limited companies; contributing, holding, increasing and reducing VINACOMIN’s capital invested in other enterprises; reception of enterprises volunteering to be subsidiaries, associate companies;

b) Implementation of the Charter;

c) Performance of objectives, duties and business lines; production and business plan and five-year and annual development investment plan of VINACOMIN;

d) Increase in charter capital; transfer of part or whole of VINACOMIN's charter capital to other organizations and individuals:

b) Preservation and development of VINACOMIN’s capital;

e) Implementation of investment projects, purchase contracts, loan contracts and other contracts of VINACOMIN;

g) Performance of financial regime, profit distribution, establishment and use of VINACOMIN’s funds as prescribed;

h) Performance of salary and reward regimes at VINACOMIN;

i) Other issues as prescribed by the owner;

2. Assess financial statements, business performance reports and other reports before making submissions to the owner or relevant state agencies;

VINACOMIN’s controllers shall be responsible for presiding over and cooperating with the Specialist controller in assessing financial statements and controlling issues as prescribed in Points d, dd, g, Clause 1 of this Article.

3. Make proposals to the owner on measures to complete mechanism of management and operation of business of VINACOMIN;

4. Other duties as prescribed hereof or at the request of the owner;

Article 34. Rights of the controllers

1. The controllers shall be entitled to provision of any record, document, and material from branches or headquarters, representative offices, business locations of VINACOMIN for study and consideration as prescribed. If the scrutiny of records or documents of subsidiaries, associate companies is necessary, the controllers shall cooperate with representatives of VINACOMIN’s capital in subsidiaries, associate companies after receiving approval of the owner.

2. The controllers shall be entitled to provision of information, documents, records and reports on issues within the competence of the Board of Members, General Director in connection with VINACOMIN’s production and business management and carry out other duties assigned by the owner.

3. The controllers shall be entitled to participate in hand-over meetings, Member Council’s meetings, General Director’s meetings, and seminars concerning the controllers’ tasks at VINACOMIN. The controllers participating in such meetings is entitled to raise opinions but not entitled to vote unless otherwise as prescribed in Clause 1, Article 75 of the Law on Enterprise.

4. The controllers are entitled to use VINACOMIN's stamps for documents, records or materials within functions, tasks, powers of the controllers. VINACOMIN shall cooperate with the controllers in establishing regulations on use of stamps in accordance the laws.

5. The controllers are entitled to training in professional competence. If necessary, the controllers are entitled to hire experts or professional organizations to serve its tasks if agreed in writing by the owner. Expenses for hire of experts, professional organizations and other activities are prescribed in the cost range decided by the owner and shall be entered into production cost of VINACOMIN according to law provisions.

Article 35. Obligations of the controllers

1. Comply with the laws, The Charter and regulations of the owner in the exercise of rights and duties assigned; Take responsibility to the laws and the owner for the exercise of rights and duties assigned;

2. Exercise the rights and duties in an honest and cautious way to ensure maximum lawful interests of VINACOMIN and the owner;

3. Be loyal to the interests of VINACOMIN and its owner; Manage and keep information confidential as prescribed by the owner and VINACOMIN; Do not make corrupt use of assigned authority to obstruct VINACOMIN's production and business activities Do not use information, business tips and opportunities of VINACOMIN; do not make corrupt use of positions, titles and assets of VINACOMIN to act out of self-interest or serve interests of other organizations and individuals;

4. Regularly observe situations, collect information and make early, adequate and accurate notifications to the owner about enterprises in which the controllers and their relevant persons own or have controlling interest; Such notifications shall be posted at the headquarters and branches of VINACOMIN.

5. Make reports on a regular basis or at the request of the owner on business performance, financial situations of VINACOMIN and the implementation of assigned duties;

6. Proactively make early reports to the owner on irregular activities in opposition to the laws and the owner’s regulations; take responsibility to the owner and the laws for ignorance or cover-ups over violations;

7. Other obligations according to the laws and the Charter;

Article 36. Salaries, rewards and other benefits of the controllers

1. The controllers shall be paid salaries, rewards and other benefits on the basis of its performance and business outcomes of VINACOMIN.

2. The owner shall make decisions on salaries, rewards and other benefits paid to the controllers on the basis of performance and the laws.

The Ministry of Finance and the Ministry of Industry and Trade shall pay salaries, rewards and other benefits to the Financial controller and the Specialist controller respectively in consultation with the Ministry of Labor, Invalids and Social Affairs.

3. Payment of salaries, rewards and other benefits to the controllers is carried out in accordance with applicable regulations.

4. The controllers shall be entitled to preferential treatment and benefits in the same way as other staff and officials of VINACOMIN.

Article 37. Relationship between the controllers and the owner

1. The owner shall take the following responsibilities:

a) Promulgate regulations on controllers’ operation at VINACOMIN including operation regime, duties, responsibilities, authorities and obligations of the controllers, procedures for assessment of financial statements, business performance reports, management assessment report and other reports assigned to the controllers by VINACOMIN; The Ministry of Industry and Trade shall preside over and cooperate with the Ministry of Finance in the promulgation of regulations on controllers’ operation at VINACOMIN.

b) Supervise and assess the performance of the duties by the controllers;

c) Make adequate notifications to the controllers about decisions concerning provisions as set out in Clause 1, Article 33 of the Charter and other decisions concerning inspection and supervision conducted by the controllers at VINACOMIN;

d) Within 15 working days since receipt of reports from the controllers, the owner must issue a written reply to the controllers. In case the proposals made by the controllers are urgent or concern issues arising unexpectedly, the owner must issue a written reply and instructions within seven working days.

dd) After appointing the controllers, the owner shall be responsible for assigning some unit or individual to function as a central unit responsible for monitoring, compiling and replying to the reports and handling issues in connection with the controllers’ tasks; making written announcement to VINACOMIN and relevant agencies on the appointments of the controllers; providing instructions to VINACOMIN on organization and arrangement of working places and facilities for the controllers;

e) As proposed by the controllers and agreed by VINACOMIN’s Member Council, the owner shall approve standards and norms of working facilities, equipment and other expenses serving the controllers’ tasks at VINACOMIN.

2. The controllers shall take the following responsibilities:

a) Formulate regulations on the controllers’ activities in VINACOMIN as prescribed in Point a, Clause 1 of this Article and make the submission to competent authorities for approval;

b) Formulate annual task programs and make the submission to the owner for approval in the first quarter; The controllers works under the approved program. In case irregular inspection and monitoring are required for early detection of violations, the controllers may take the initiative but must make a notice to the owner as soon as possible;

c) Within 15 working days since the end of quarter and 30 working days since the end of year, the controllers should make the report to the owner on its activities in VINACOMIN as prescribed in Clause 1, Article 33 hereof and plans in upcoming periods.

d) As for documents or reports that require scrutiny of the controllers, within 15 working days since receipt of documents or reports from VINACOMIN, the controllers shall submit the scrutiny report to the owner.

dd) During the process, the controllers should make early detection of violations or any activity showing signs of violations, record the cases, status, give recommendations and at the same time make immediately report to the owner and the Board of Members for solutions.

Article 38. Relationship between the controllers and the Board of Members, General Director

1. VINACOMIN, the Board of Members and General Director of VINACOMIN shall be entitled to early provision of information on appointments of the controllers as well as its activities in VINACOMIN by made by the owner.

2. In case the controllers shows signs of making corrupt use of powers to obstruct VINACOMIN’s production and business activities or failing to perform the duties as assigned by the owner, VINACOMIN shall be entitled to make the report to the owner and notifications to the controllers as well. Upon receipt of the report from VINACOMIN, the owner shall be responsible for carrying out considerations, conclusion and putting forward early handling measures.

3. VINACOMIN must ensure that the notifications to the controllers are made at the same time and manner as to the Board of Members and General Director about issues relating to the controllers’ tasks.

4. Chairman and members of the Board of Members, General Director and other managers of VINACOMIN shall be responsible for providing information on the implementation of the provisions as prescribed in Article 33 hereof; shall be responsible for authenticity and accuracy of information, documents and reports provided to the controllers; arranging facilities and creating favorable conditions for the controllers to participate in meetings, access documents and records of VINACOMIN to perform its assigned duties.

5. The controllers should send reports to both the owner and VINACOMIN at the same time unless otherwise as prescribed by the owner.

Article 39. Relationship between the controllers

1. The controllers shall be responsible for general performance results at VINACOMIN;

2. The controllers that is appointed by the owner to take charge shall be responsible for compiling and adding suggestions from other controllers to task reports or programs to be dispatched to the owner as prescribed.

Chapter 4

ORGANIZATION AND MANAGEMENT BY VINACOMIN

Article 40. Organizational and management structure of VINACOMIN

Organizational and management structure of VINACOMIN as follows:

1. The Board of Members

2. General Director, Deputy General Directors and Chief accountant;

3. Assistant apparatus

SECTION 1. THE BOARD OF MEMBERS

Article 41. Functions and structure of the Board of Members

1. The Board of Members is the representative of the state owner in VINACOMIN assigned to exercise rights, responsibilities and obligations of the state owner in VINACOMIN as prescribed hereof and by the laws; exercise rights and obligations of the state owner for enterprises fully held in charter capital or dominated in contributed capital by VINACOMIN.

2. The Board of Members is entitled to make decisions on behalf of VINACOMIN on every issue concerning determination and implementation of objectives, duties and interests of VINACOMIN except issues within authorities and responsibilities of the Government, Prime Minister, ministries and relevant agencies as prescribed hereof.

3. The Board of Members shall be responsible to the state owner and the laws for VINACOMIN’s activities and the Board of Members’ decisions that cause damage to VINACOMIN and the state owner except the members that vote against this decision; exercising the obligations as prescribed hereof, the Law on Enterprise and relevant law provisions.

4. The Board of Members is comprised of seven members of which one member is Chairman of the Board of Members. Tenure of members of the Board of Members is no more than five years. Chairman and members of the Board of Members can be re-appointed.

Article 42. Tasks and rights of the Board of Members

1. Receive, manage and make effective use of capital, land, natural resources, minerals and other resources invested by the owner in VINACOMIN and VINACOMIN conglomerate;

2. Formulate and submit The Charter to the Ministry of Industry and Trade for approval before making the submission to the Government for promulgation, supplements and amendments;

3. Make requests to competent authorities for making adjustments to the charter capital; re-organization, ownership conversion, dissolution and requests for bankruptcy of VINACOMIN;

4. Make the submission of VINACOMIN’s regulations on financial management to competent authorities for approval as prescribed;

5. Make decisions on long-term production and business plan, five-year development investment plan, business lines of VINACOMIN after being approved by competent authorities; make decisions and organize the implementation of VINACOMIN’s annual business plans, send decisions to the Ministry of Industry and Trade, the Ministry of Planning and Investment and the Ministry of Finance for compilation and monitoring; make decisions on business coordination plan between VINACOMIN and member enterprises in which VINACOMIN has 100% of charter capital, or controlling interest, or enterprises volunteering to be associate companies of VINACOMIN;

6. Make decisions on investment projects within the Group’s approved long-term planning, plans; authorize or empower General Director of VINACOMIN to make decisions on investment in projects approved by the Board of Members under VINACOMIN’s management regulations;

7. Make decisions on building and using brands, market and technology development solutions; assign specialization, cooperation, approaching, expansion and sharing of information, market, scientific and technological research and application among VINACOMIN and member enterprises; make decisions on investment project, contracts for loan provision or acquisition, contracts for lease and purchase of VINACOMIN’s assets valued below 30% of VINACOMIN’s charter capital according to law provisions;

8. Make decisions on plans for management and business organization, VINACOMIN’s payroll and use of management apparatus and regulations on internal management, labor planning and training at the request of General Director;

9. Consult with competent authorities on appointments, re-appointments, dismissals, commendations, and disciplines for Chairman, executive member of Member Council, General Director of VINACOMIN;

10. Make decisions on appointments, re-appointments, execution of contracts, termination of contracts, resignation, commendations, disciplines and salaries for Deputy General Director, Chief Accountant at the request of General Director of VINACOMIN; Procedures, sequence and authority over personnel issues are prescribed in regulations on personnel management promulgated by the Board of Members;

11. Appoint representatives of VINACOMIN's capital contributed to other enterprises to run for other enterprises’ boards of directors at the request of General Director;

12. Request competent authorities to approve projects on establishment of subsidiaries fully capitalized by the State, policies on contributing, holding, increasing and reducing VINACOMIN’s capital in other enterprises; receiving subsidiaries, associate companies; establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units of VINACOMIN;

13. Make decisions on establishment of subsidiaries fully capitalized by the State; contributing, holding, increasing and reducing VINACOMIN’s capital in other enterprises; receiving subsidiaries, associate companies; establishment, re-organization, dissolution of branches, representative offices and other dependent cost-accounting units after policies are approved by competent authorities;

14. Establish and submit general projects on arrangement and innovation of VINACOMIN conglomerate for approval and carry out the implementation after the projects are approved;

15. Establish and make the submission of annual list of investment projects of A, B group, policies on loans, purchase, sale of assets valued equal or over 30% of VINACOMIN’s Charter capital and foreign loans; Make decisions on the implementation of these issues when policies are approved by the Ministry of Industry and Trade;

16. Make decisions or empower VINACOMIN’s General Director to make decisions on capital mobilization according to VINACOMIN’s management charter and law provisions;

17. Give approval through annual financial statements approved by the Ministry of Industry and Trade, including:

a) VINACOMIN’s annual financial statements;

a) Annual financial statements from subsidiaries as single member limited companies and VINACOMIN’s public service units;

c) Consolidated Financial statements from the Group of VINACOMIN

18. Make decisions on distribution of profits, establishment and use of VINACOMIN’s funds and centralized funds of VINACOMIN conglomerate after approval according to law provisions; Make decisions on salary rates, payroll, labor unit cost and salary payment for workers as prescribed;

19. Pass plans for use of post-tax profits or handling of losses during the business at the request of General Director in accordance with the Charter and VINACOMIN’s financial management charter;

20. Organize inspection and supervision of the performance of functions and duties made by General Director, Deputy General Director, Chief accountant of VINACOMIN, directors of affiliates of VINACOMIN, rectors, directors, heads of public service units according to the Law on Enterprise, relevant law provisions and the Charter;

21. Organize inspection and supervision of the performance of functions and duties assigned by the owner to the Board of Members or Chairman, Director, controllers of single member limited companies of which 100% of charter capital is held by VINACOMIN, representatives of VINACOMIN’s contributed capital in other enterprises, and representatives introduced by VINACOMIN to run for management board of other enterprises according to the Law on Enterprise, the Charter, Charter of single member limited companies, Charter of enterprises contributed in capital by VINACOMIN and relevant law provisions;

22. Rights and responsibilities for subsidiaries of which 100% of charter capital is held by VINACOMIN:

a) Make decisions on establishment, objectives, duties and business lines; re-organization, ownership conversion, dissolution and requirements for bankruptcy after approval;

b) Give approval, make amendments and supplements to the Charter;

c) Make decisions on charter capital;

d) Make decisions on appointments, re-appointments, dismissals, resignation, commendations and disciplines for the Board of Members or Chairman, Director, controllers at the request of VINACOMIN’s General Director;

dd) Approve production and business plan, five-year development investment plan;

e) Approve policies on loans, purchase or sale of assets valued at least 50% of the company’s charter capital as prescribed in the companies’ charter in accordance with the laws;

g) Give approval for annual financial statements, distribution of profits, establishment and use of funds;

h) Other rights and responsibilities according to laws, the Charter and the companies’ charter;

23. Rights and responsibilities for subsidiaries of which over 50% of the charter capital is held by VINACOMIN:

a) Make decisions on contribution or transfer of VINACOMIN‘s capital invested in the companies; exercise rights of shareholders or capital contributors according to laws and the companies’ charter; take responsibility for payables and other financial obligations of the companies within the capital contributed by VINACOMIN;

b) Appoint representatives to exercise rights of shareholders or capital contributors; make decisions on dismissals, commendations and disciplines for representatives; make decisions on salary rates, rewards, allowances and other benefits of representatives;

c) Request representatives to carry out assignments as prescribed in Point d of this Clause unless otherwise as regulated in the companies’ charter; make regular or irregular reports on investment, financial situations, use of VINACOMIN’s capital and business performance of the companies;

d) Assign representatives to make decisions on the following issues on the basis of resolutions, decisions made by the Board of Members:

- Objectives, duties and business lines; re-organization, dissolution and requests for company bankruptcy;

- Make amendments and supplements to the companies’ Charter;

- Increase or reduction in charter capital; time and manner of capital mobilization; types of shares and total number of shares authorized (each type); re-purchase of more than 10% of total number of shares sold (each type);

- Appointments, dismissals, commendations and handling of violations committed by members of the Board of Members, Chairman of the Board of Directors, Chairman of the Board of Members and members of the Control Board; Appointments, dismissals, execution or termination of contracts with directors of the companies; Rewards, salaries and other benefits of members of the Board of Directors, members of the Board of Members, the Control Board, directors of the companies; number of members of the Board of Directors, members of the Control Board and deputy directors of the companies;

- Production and business plan, five-year development investment plan of the companies; annual list of investment projects of A, B group;

- Policies on contribution, holding, increase and reduction in capital invested in other enterprises; establishment, re-organization, dissolution of affiliated units; reception of enterprises volunteering to be subsidiaries, associate companies;

- Policies on purchase or sale of assets, contracts for provision or acquisition of loans valued at least 50% of the companies’ charter capital or at a rate less than as prescribed in the companies’ charter; policies on acquisition of foreign loans;

- Financial statements, distribution of profits, establishment and use of funds, annual dividends;

- Recruitments, rewards, and salaries;

dd) Request representatives to make reports to carry out regular supervision, inspection and investigation into compliance with the laws; management, use, preservation and development of VINACOMIN’s capital in the companies; implementation of plans and strategy; assessment of implementation of assigned objectives and duties, business performance and efficiency in production and business;

e) Other rights and responsibilities according to laws, the Charter and the companies’ charter;

24. Rights and responsibilities for subsidiaries of which no more than 50% of the charter capital is held by VINACOMIN:

a) Make decisions on contribution or transfer of VINACOMIN‘s capital invested in the companies; exercise rights of shareholders or capital contributors according to laws and the companies’ charter; take responsibility for payables and other financial obligations of the companies within the capital contributed by VINACOMIN;

b) Appoint representatives to exercise rights of shareholders or capital contributors; make decisions on dismissals, commendations and disciplines for representatives at the companies; make decisions on salary rates, rewards, allowances and other benefits of representatives;

c) Request representatives to carry out assignments as prescribed in Point d of this Clause unless otherwise as regulated in the companies’ charter; make regular or irregular reports on investment, financial situations, use of VINACOMIN’s capital and business performance of the companies;

d) Assign representatives to make decisions on the following issues on the basis of resolutions, decisions made by the Board of Members:

- Objectives, duties and business lines; re-organization, dissolution and requests for company bankruptcy;

- Make amendments and supplements to the companies’ Charter;

- Increase or reduction in charter capital; time and manner of capital mobilization; types of shares and total number of shares authorized (each type); re-purchase of more than 10% of total number of shares sold (each type);

- Appointments, dismissals, commendations and handling of violations committed by members of the Board of Members, Chairman of the Board of Directors, Chairman of the Board of Members, members of the Control Board; Appointments, dismissals, execution or termination of contracts with directors of the companies; Rewards, salaries and other benefits of members of the Board of Directors, members of the Board of Members, the Control Board, directors of the companies; number of members of the Board of Directors, members of the Control Board and deputy directors of the companies;

- Production and business plan, five-year development investment plan of the companies;

- Policies on establishment of subsidiaries; establishment, re-organization and dissolution of affiliated units;

- Policies on investment, purchase or sale of assets, contracts for provision or acquisition of loans valued at least 50% of total asset value recorded in financial statements at the most recent public disclosure or at a lower rate as prescribed in the companies' charter capital;

- Annual financial statements, distribution of profits, establishment and use of funds, annual dividends;

dd) Request representatives to make reports to carry out regular supervision, inspection and assessment of use of VINACOMIN’s capital in the companies;

e) Other rights and responsibilities according to laws, the Charter and the companies’ Charter;

25. Make decisions on ranks of member enterprises according to laws; promulgate and make amendments and supplements to the Charter or regulations on organization and operation of VINACOMIN’s affiliated units and public service units at the request of VINACOMIN;

26. Give endorsements for VINACOMIN’s General Director to give approval:

a) Assign and adjust boundaries of management and exploitation of coal, boundaries of management and exploitation of bauxite and other natural resources of bauxite (assigned to VINACOMIN by the State for management and use) as foundations for subsidiaries to enter a contract for exploitation with VINACOMIN;

b) Sign economic contracts, cooperation agreement as decentralized or authorized by the Board of Members;

c) Guarantee loans for subsidiaries according to applicable regulations;

d) Contribute capital for the establishment of new joint-stock companies, multi-member limited liability companies as decentralized or authorized by the Board of Members;

dd) Contracts for lease or lease out, provision or acquisition of loans by subsidiaries of which 100% of charter capital is held by VINACOMIN as decentralized or authorized by the Board of Members;

e) Promulgate economic and technical norms, labor unit cost applied in VINACOMIN conglomerate’s business coordination plan in accordance with laws;

g) Appoint management titles according to the Board of Members’ regulations on personnel management;

h) Other matters that need to be passed by the Board of Members before General Director makes final decision as prescribed hereof and the conglomerate’s management charter;

27. The Board of Members shall promulgate management regulations by area of operation (except regulations on establishment and use of centralized funds that shall be instructed by the Ministry of Finance) to decentralize or authorize General Director, directors of affiliated units, heads of public service units and representatives of VINACOMIN's capital in enterprises;

28. Take responsibility for management and operation of VINACOMIN in accordance with laws and decisions made by the owner; effective management, use, preservation and development of capital; make early reports to the owner on losses made, creditworthiness un-guaranteed, objectives and duties unfulfilled by the enterprises or other violations;

29. Information communication and reporting:

a) The Board of Members must make quarterly, annual reports to the owner on VINACOMIN’s business performance and action plans in the coming period according to laws;

b) The Board of Members must make written reports to the owner on organizational structure and internal management regulations of VINACOMIN and VINACOMIN conglomerate, salary rate, labor unit cost, salary payment for employees and managers, and other issues according to laws;

c) The Board of Members must make reports to the owner for decisions or pass the issues within competence or obtain ratification of the owner as prescribed hereof;

30. Other rights and obligations according to laws and the Charter;

Article 43. Standards and requirements for Chairman and members of Member Council

1. As a Vietnamese citizen with permanent residence in Vietnam;

2. Obtain university and higher level; speak at least one foreign language; have business capacity and enterprise management skills; Chairman of the Board of Members must have at least three years of experience in enterprise management and operation within VINACOMIN’s key business lines;

3. Have adequate civil capacity, health, virtuous characters, honesty, knowledge of laws and awareness about compliance with laws;

4. Do not hold management and operation positions in member enterprises; In case of an official, public servant or manager who works in an apparatus of the state or political organization, socio-political organization, Chairman and members of Member Council must be appointed by competent authorities in accordance with laws;

5. Not as members of the Board of Members, General Director/Director of wholly state-owned enterprises who were dismissed or had employment contract terminated ahead of time, or worked in a company that suffered losses for two straight years;

6. Not as members who were banned from enterprise management and operation positions as prescribed in Points b, c, dd, e and g, Clause 2, Article 13 of the Law on Enterprise;

7. Other standards and requirements according to laws;

Article 44. Dismissals and replacement of members of Member Council

1. Chairman and members of the Board of Members shall be dismissed in the following cases:

a) Violate the laws to the degree of prosecution or cases of dismissals or replacement as prescribed hereof;

b) Do not have adequate capacity or qualification to undertake assignments; have civil capacity lost or restricted;

c) Do not show honesty and integrity in the exercise of duties and authorities, or make corrupt use of positions and authorities to make profits for oneself or others; falsify financial, production and business performance of VINACOMIN;

d) Unable to give explanations of failure to complete duties or quota assigned by the owner;

dd) Other cases according to laws;

2. Chairman and members of the Board of Members shall be replaced in the following cases:

a) Apply for resignation approved in writing by competent authorities according to laws;

b) Upon receipt of decisions on transfer, retirement or arrangement of other jobs;

c) Cases of dismissals as prescribed in Clause 1 of this Article;

3. In case of replacement of Chairman, members of the Board of Members, within 60 days, the Board of Members must hold a meeting with the Minister of Industry and Trade for consideration and decision on appointment of a replacement or making the submission to the Prime Minister for decision according to laws.

Article 45. Chairman of Member Council

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

Chairman of the Board of Members must be a member in full charge without holding position of VINACOMIN’s General Director and other management positions concurrently.

2. Chairman of the Board of Members shall have the following powers and duties:

a) Receive capital, lands, natural resources and other resources assigned or invested in VINACOMIN and VINACOMIN conglomerate by the state on behalf of the Board of Members; manage the conglomerate under resolutions and decisions made by the Board of Members;

b) Establish action programs and plans of the Board of Members; make decisions on programs, meeting agenda and documents serving the meeting; convene and preside over the Board of Members’ meeting;

c) Sign or authorize other members of the Board of Members to sign resolutions, decisions and other documents of the Board of Members on behalf of the Board of Members;

d) Organize supervision of the implementation of resolutions and decisions made by the Board of Members; have the right to suspend decisions made by General Director in opposition to resolutions and decisions made by the Board of Members;

dd) Organize research and drafting development strategy, long-term, five-year and annual plans, investment projects within the competence of the Board of Members or make the submission to the owner for decision; plans for innovation of VINACOMIN’s organization and key personnel submitted to the Board of Members;

e) Other rights as decentralized, empowered by the Board of Members, the Minister of Industry and Trade and the Prime Minister;

g) Authorize members of the Board of Members to act on behalf of Chairman of the Board of Members;

h) Establish relationship with a third party on behalf of the Board of Members in case VINACOMIN carries out activities on behalf of VINACOMIN conglomerate according to agreements between member enterprises;

i) Other rights and obligations according to laws and the Charter;

Article 46. Working regime of the Board of Members

1. The Board of Members works as collectives; organize monthly meetings for consideration and decisions on issues within its competence;  The Board of Members may hold irregular meetings at the request of Chairman of the Board of Members or General Director or more than 50% of total number of members of the Board of Members. The Board of Members’ decisions are passed by collection of suggestions or voting at the meeting.

2. The Board of Members shall convene and preside over the Board of Members’ meetings. Chairman of the Board of Members may authorize one member of the Board of Members to convene and preside over the Board of Members’ meetings. In case Chairman of the Board of Members does not approve of convening and presiding over the meeting at the request of more than 50% of the Board of Members, such members shall be entitled to appoint a member to convene and preside over the meeting. Contents and documents of the meeting must be sent to invited delegates (if any) at least three days in advance.

3. The meetings or collection of suggestions from members of the Board of Members shall be considered as eligible when at least two-thirds of the Board of Members take part. The deciding vote of each member has equal value. Resolutions or decisions of the Board of Members take effect when more than 50% of the Board of Members attend the meeting or vote for. In case the vote from two sides is equal, either of the two sides with the vote cast by Chairman of the Board of Members or a member authorized by Chairman of the Board of Members to preside over the meeting shall prevail. Members of the Board of Members is entitled to reserve their suggestions.

Proposals to competent authorities for supplements or amendments to the Charter, re-organization or transfer of a part or whole of VINACOMIN’s charter capital must be approved by at least three-fourths of the Board of Members.

4. Based on contents and programs of the meeting, if necessary, the Board of Members has the right or responsibility for inviting competent representatives of relevant agencies and organizations to take part and discuss particular issues in the meeting agenda. Invited representatives of agencies and organizations are entitled to raise opinions but not to vote. Representatives’ opinions (if any) shall be recorded fully in the meeting minutes.

5. Contents of discussions, opinions raised, voting results and decisions passed by the Board of Members and conclusions of the Board of Members’ meeting must be recorded in the meeting minutes. Chairman and secretary of the meeting shall be jointly responsible for accuracy and honesty of the meeting minutes.

6. Members of the Board of Members are entitled to request General Director, Chief accountant, administrative officers of VINACOMIN to provide information about activities of VINACOMIN conglomerate according to regulations or resolutions promulgated by the Board of Members. Information must be adequately and accurately provided and in a timely manner at the request of members of the Board of Members unless otherwise as regulated by the Board of Members.

7. Operating budget for the Board of Members including salaries, allowances and rewards shall be entered into VINACOMIN’s enterprise management budget.

8. If necessary, the Board of Members is entitled to collect suggestions from domestic and foreign consultants before making decisions on issues within competence of the Board of Members. Expenses for collection of suggestions from consultants are instructed in VINACOMIN’s regulations on financial management .

Article 47. Management of other enterprises by Chairman of the Board of Members, members of the Board of Members and General Director

1. Chairman of the Board of Members, members of the Board of Members are not permitted to hold management and leading titles in other enterprises and represent VINACOMIN’s capital in other enterprises.

2. Spouse, father, mother, children, brothers, sisters of Chairman of the Board of Members, members of the Board of Members and General Director is not allowed to hold positions of chief accountant or treasurer in VINACOMIN. Employment or civil contracts between VINACOMIN and Chairman of the Board of Members, members of the Board of Members, General Director or spouse, father, mother, children, brothers and sisters of members of the Board of Members, General Director must be announced to the person who appoints Chairman or members of the Board of Members, or General Director. If the person who appoints Chairman or members of the Board of Members, or General Director detects that the contract is signed out of self-interest, this person is entitled to request cancellation or nullification of such contract and Chairman, members of the Board of Members shall make compensations for the damage and be subject to settlement according to laws.

SECTION 2. GENERAL DIRECTOR

Article 48. Functions of General Director

General Director is legal representative of VINACOMIN, managing daily activities and business coordination plan of VINACOMIN conglomerate according to objectives, plans, resolutions and decisions of the Board of Members; take responsibility to the Board of Members and the laws for the exercise of rights and obligations as assigned.

Article 49. Standards and requirements for General Director

1. As a member of the Board of Members;

2. Obtain university and higher level in the areas of mining or economic and technical industries pertaining to VINACOMIN’s key business lines; speak at least one foreign language; have business management capacity and at least three years of experience in managing and leading enterprises similar to VINACOMIN's key business lines.

3. Have good health, virtuous characters, honesty; have good knowledge of laws and awareness about compliance with the laws;

4. Have civil capacity and not as a person banned from enterprise management as prescribed;

5. Not as a person who has relationship with Chairman, members of the Board of Members, controllers, Chief accountant, treasurers of VINACOMIN, competent persons who appoint General Director of VINACOMIN.

6. Other rights and obligations according to laws and the Charter;

Article 50. Appointments, re-appointments, dismissals, resignations, replacements, commendations and disciplines for General Director

1. General Director shall be appointed, re-appointed, dismissed, retired, replaced, commended or disciplined by the Minister of Industry and Trade.

2. Tenure of General Director is no more than five years.

3. Processes of recruitment, appointment and dismissal of General Director are instructed by the laws.

4. General Director shall be dismissed ahead of time in the following cases:

a) Run VINACOMIN at a loss for two straight years or fail to achieve return on equity assigned by the owner for two straight years or at a loss and profit alternated without remedial measures given except losses or reduction in return on equity as approved by competent authorities; make a loss on the plans for business expansion, technological innovation under resolutions and decisions of the Board of Members; make a loss or reduction in return on equity by objective reasons  accepted by competent agencies;

b) Make VINACOMIN fall into bankruptcy but fail to make requests for bankruptcy according to the laws on bankruptcy;

c) Fail to fulfill duties or quota assigned by the Board of Members; commit multiple violations of resolutions or decisions of the Board of Members or other regulations of VINACOMIN in a systematical way;

d) Not honest in the exercise of rights or make corrupt use of titles or powers for personal gains or other's interests; falsify financial statements of VINACOMIN conglomerate;

dd) Violate the laws to the degree of prosecution;

e) Other cases according to laws and the Charter;

5. General Director shall be replaced in the following cases:

a) Volunteer for resignation and approved in writing by competent authorities according to laws;

b) Transferred, retired or arranged other jobs by decisions;

c) Dismissed as prescribed in Clause 4 of this Article;

d) Have civil capacity lost or restricted or be in poor health leading to failure to meet requirements for management and operation of VINACOMIN;

Article 51. Duties and authority of General Director

1. Organize the establishment of development strategy for VINACOMIN conglomerate; planning for development of projects pertaining to business lines of VINACOMIN and VINACOMIN conglomerate; long-term production and business plans, five-year and annual development investment plan, business coordination plan of VINACOMIN conglomerate; plans for mobilization and use of capital; preparations for investment projects, environmental protection projects and plans for allocation of boundaries for management of natural resources, allocation of resources, preparations for projects on organization and management; drafting and making amendments to the Charter, drafting VINACOMIN’s financial management and internal management regulations; establish plans for human resource development; establish and inspect the implementation of systems for criteria, standards, economic and technical norms, product quality, labor unit cost, product unit cost; preparations for economic and civil contracts; preparations for regular reports, statistical reports and financial statements of VINACOMIN, consolidated financial statements of VINACOMIN conglomerate and other projects;

2. Submit the issues under competence of the owner to the Board of Members for submission to the owner or competent state agencies for decision or approval;

3. Submit the issues under competence of the Board of Members for consideration and decision;

4. Make decisions on issues assigned or authorized by the Board of Members according to the Charter, VINACOMIN’s management regulations or resolutions, decisions of the Board of Members ;

5. Make decisions on investment project, purchase or sale of VINACOMIN's assets; sign contracts for provision, acquisition of loans, lease and lease out; and other economic contracts; plans for use of capital and assets of VINACOMIN for contribution of capital, purchase of shares from other enterprises as assigned or authorized by the Board of Members and relevant law provisions; For projects or contracts that exceed in value the level authorized to General Director, General Director shall be titled to decide or sign only when resolutions or decisions of the Board of Members are issued.

6. Make decisions on sale/buy prices of products and services except products and services priced by the State;

7. Make decisions on establishment, re-organization, dissolution of similar offices, boards and organizations pertaining to VINACOMIN management and operation apparatus after being approved by the Board of Members;

8. Make decisions on recruitment, execution or termination of contracts, appointments, re-appointments, dismissals, replacements, commendations, disciplines, salary rate and allowances for titles as prescribed in VINACOMIN’s personnel management regulations;

9. Give endorsement to directors of affiliates of VINACOMIN and heads of public service units of VINACOMIN for appointments, dismissals of titles as managers as prescribed in VINACOMIN’s personnel management regulations;

10. Request the Board of Members to carry out appointments, re-appointments, execution, termination or extension of contracts, extension of contracts, dismissals, replacement, resignation, commendations, disciplines for Deputy General Director, Chief accountant, appoint representatives of VINACOMIN’s capital in other enterprises and introduce representatives of VINACOMIN to run for management boards in other enterprises;

11. Make decisions on assignments to Deputy General Director;

12. Appoint officials, public servants, workers, employees of VINACOMIN (except members of the Board of Members and the controllers), affiliates, public service units, members of the Board of Members or Chairman, controllers of the companies, General Director, directors of single-member limited liability companies of which 100% of charter capital is held by VINACOMIN, Chairman of Board of Directors/Board of members, General Director, directors and heads of the Control Board of subsidiaries in which VINACOMIN has controlling interest to go abroad for business, study and settlement of other issues; receive foreign individuals or delegations to Vietnam doing business with VINACOMIN conglomerate; authorize Chairman, General Director, directors of single-member limited liability companies of which 100% of charter capital is held by VINACOMIN to appoint officials, public servants, workers, employees of their units to go abroad for business, study and settlement of other issues, receive foreign individuals or delegations to Vietnam doing business with their units;

13. Develop the implementation of VINACOMIN’s business and investment plans and daily activities; business coordination plans of VINACOMIN conglomerate; tasks of inspection, investigation and protection; make decisions on market development solutions, marketing, technology, and other tasks aimed at fulfilling resolutions, decisions of the Board of Members and the owner effectively;

14. Make the report to the Board of Members on business performance of the conglomerate; carry out public disclosure of financial statements according to laws;

15. Exercise functions and duties under the inspection and supervision by the Board of Members, the controllers and competent state management agencies according to the Charter and law provisions;

16. Carry out monitoring, inspection and supervision of activities of member enterprises as assigned or authorized by the Board of Members;

17. Take action beyond authority in case of emergency and make immediate reports to the Board of Members and competent state agencies;

18. Other rights and obligations according to laws, the Charter and decisions of the Board of Members;

SECTION 3. BENEFITS, OBLIGATIONS, RESPONSIBILITIES AND RELATIONSHIP BETWEEN THE BOARD OF MEMBERS AND GENERAL DIRECTOR

Article 52. Rewards, salaries and other benefits of Chairman, members of the Board of Members, General Director

1. Chairman, members of the Board of Members, General Director of VINACOMIN shall enjoy salaries or rewards, bonus and other benefits on the basis of production and business performance of VINACOMIN and according to laws;

2. The Ministry of Industry and Trade shall give approval for annual payroll fund of the Board of Members after receiving suggestions from the Ministry of Labor, Invalids and Social Affairs. Rewards, salaries and other benefits for Chairman, members of the Board of Member, General Director shall be entered in VINACOMIN’s management expenses and made into a separate entry on annual financial statements of VINACOMIN.

3. Part-time members of the Board of Members shall enjoy responsibility allowances, rewards and other benefits according to law provisions.

Article 53. Relationship between the Board of Members and General Director in management of VINACOMIN conglomerate

1. Upon finding any disadvantage to the conglomerate during the implementation of resolutions and decisions of the Board of Members, General Director must make immediate report to the Board of Members for consideration and adjustments to resolutions and decisions. The Board of Members must consider proposals submitted by General Director . In case the Board of Members does not make adjustments to its resolutions or decisions, General Director shall keep carrying out the tasks but has the right to reserve its suggestions and proposals to the Minister of Industry and Trade.

2. Within 15 days since the end of months, quarters and years, General Director must make reports on VINACOMIN conglomerate’s business performance and plans in the coming period to the Board of Members.

3. Chairman of the Board of Members shall participate or appoint representatives of the Board of Members to participate in handover meetings, discussions about preparations for projects presided over by General Director. Chairman of the Board of Members or representatives of the Board of Members attending the meeting are entitled to have opinions but not to conclude the meeting.

Article 54. Obligations and responsibilities of Chairman of the Board of Members, members of the Board of Members, General Director

1. Chairman of the Board of Members, members of the Board of Members, General Director have the following obligations:

a) Comply with the laws, the Charter and the owner’s decisions during the exercise of rights and obligations assigned;

b) Royal to the interests of VINACOMIN and the owner; carry out rights and duties as assigned in an honest and responsible way for the interests of VINACOMIN conglomerate and the State;

c) Do not use information, tips or business opportunities of VINACOMIN conglomerate and make corrupt use of titles, powers over use of capital and assets of VINACOMIN conglomerate for personal gains and for the interests of others; do not bring assets of VINACOMIN conglomerate for others; do not reveal secrets of VINACOMIN, subsidiaries, public service units of VINACOMIN conglomerate during the tenure and at least three years after stepping down as Chairman of the Board of Members, members of the Board of Members or General Director unless otherwise as accepted by the Board of Members;

d) In case VINACOMIN fails to fulfill payment of payables due and other financial obligations, General Director must make notifications to the Board of Members for remedial measures and report VINACOMIN’s financial well-being to all creditors. In this case, the Board of Members and General Director are not permitted to make decisions on salary increase or paying rewards to managers or employees;

dd) VINACOMIN that fails to fulfill payment of payables due and other financial obligations without performing provisions set out in Point d of this Clause shall be personally responsible for the damage caused to creditors;

e) In case Chairman of the Board of Members, members of the Board of Members or General Director violates the Charter, makes decisions beyond authority or makes corrupt use of titles and authorities to cause damage to VINACOMIN, subsidiaries, public service units of VINACOMIN conglomerate and the State, compensations must be made according to laws and the Charter;

g) Spouse, father, mother, children, brothers and sisters are not permitted to hold titles as Chief accountant, treasurer of VINACOMIN.  Make notifications to the Ministry of Industry and Trade about economic and civil contracts signed between VINACOMIN and spouse, father, mother, children, brothers and sisters of Chairman of the Board of Members, members of the Board of Members, General Director of VINACOMIN;

2. Members of the Board of Members shall be jointly responsible to the owner and the laws for decisions made by the Board of Members, business performance of VINACOMIN.

3. General Director shall be responsible to the Board of Members and the laws for daily activities of VINACOMIN as well as the exercise of rights and obligations assigned.

4. Chairman of the Board of Members, members of the Board of Members and General Director shall not be entitled to rewards, pay rise and be disciplined depending on severity of violations upon committing either of the following violations (but not liable to criminal prosecution):

a) Run VINACOMIN at a loss;

b) Lose state capital;

c) Make ineffective decisions on the investment projects, unable to recover invested capital and pay the debts;

d) Do not guarantee payment of salaries and other benefits to employees according to the laws on labor;

dd) Facilitate wrongdoings in the management of capital, assets, accounting and auditing regime and other regimes as prescribed by the State;

5. Chairman of the Board of Members shows a lack of responsibility for performing his/her functions, duties and authority that leads to one of the violations as prescribed Clause 4 of this Article shall be dismissed and make compensations for the damage depending severity of violations;

6. Chairman of the Board of Members, General Director shall be subject to a cut in salary or dismissal and make compensations for the damage depending on severity of violations if letting VINACOMIN fall into the cases as prescribed in Point a, Clause 4, Article 50 of the Charter.

7. General Director shall be dismissed and take responsibility if letting VINACOMIN fall into bankruptcy without submission of requests for bankruptcy. Chairman of the Board of Members, members of the Board of Members shall be dismissed if failing to request General Director to submit requests for bankruptcy.

8. Chairman of the Board of Members, members of the Board of Members, General Director shall be dismissed upon failure to carry out procedures for re-organization, dissolution or conversion of ownership if VINACOMIN falls into cases of re-organization, dissolution or conversion of ownership.

9. Other obligations and responsibilities according to laws;

SECTION 4. DEPUTY GENERAL DIRECTOR, CHIEF ACCOUNTANT AND ASSISTANT APPARATUS

Article 55. Deputy General Director, Chief Accountant

1. VINACOMIN has Deputy General Director and Chief accountant appointed, dismissed, contracted, replaced, retired, commended and disciplined by the Board of Members at the request of General Director.

2. Deputy General Director shall assist General Director in managing VINACOMIN’s tasks, performing duties and authority assigned by General Director in accordance with the Charter and take responsibility to General Director and the laws for the performance of duties and authority as assigned.

The number of deputy general directors is seven. In case adjustments to the number are necessary, the Board of Members shall make the report to the Ministry of Industry and Trade and Ministry of Home Affairs for submission to the Prime Minister for consideration and decision.

3. Chief accountant shall be responsible for performing accounting tasks at VINACOMIN, assisting General Director in conducting financial supervision at VINACOMIN under the laws on finance and accounting; take responsibility to General Director, the Board of Members and the laws for the performance of duties and authority as assigned or authorized.

4. Deputy general directors and Chief accountant shall be appointed, contracted for no more than five years and probably re-appointed, re-contracted.

5. Salaries, allowances, rewards and other benefits for deputy general directors, Chief accountant are instructed according to VINACOMIN’s regulations and the laws.

Article 56. Assistant apparatus

1. Offices, professional boards or similar organizations (hereinafter referred to as the boards) shall function as an advisor and assistant for the Board of Members, General Director in the management of VINACOMIN and VINACOMIN conglomerate as well as in the performance of functions, tasks, powers of the owner, shareholders, capital contributors, or joint-venture party with other enterprises.

Organizational structure, functions, tasks, and powers of assistant apparatus shall be decided by General Director after being approved by the Board of Members.

2. Internal Control Board established under the decision of the Board of Members shall be responsible for assisting the Board of Members in carrying out the inspection and supervision of business performance and management at VINACOMIN; detect, prevent, restrict and overcome shortcomings and risks in production and business; carry out thorough, safe and lawful management of production and business activities at VINACOMIN and enterprises belonging to VINACOMIN conglomerate.

The Board of Members shall prescribe organizational structure, functions, tasks, powers, standards, conditions and other relevant issues and promulgate operation regulations of the Internal Control Board.

SECTION 5. PARTICIPATION IN BUSINESS MANAGEMENT OF EMPLOYEES AT VINACOMIN

Article 57. Manner of participation in business management of employees

VINACOMIN’s employees shall participate in business management through the following manners and organizations:

1. Employee conference;

2. Dialogs at workplace;

3. Trade unions;

4. Exercise rights to petitions, complaints and denunciations;

Article 58. Participation in business management of employees

1. Employees are entitled to participate in discussions and contribution of suggestions over the following issues:

a) Discuss measures to perform production and business plans passed by the Board of Members;

b) Regulations in connection with interests and duties of employees;

c) Contents of draft collective bargaining agreement or draft amendments and supplements thereto before execution;

d) Measures to enhance labor productivity, product quality, lower cost price, save raw materials, labor safety, labor hygiene, environmental protection, improve working conditions and arrange labor;

dd) Cast votes of confidence for titles as managers as requested by competent agencies or the person who appoints such title;

e) Other issues in connection with interests and duties of employees;

2. Employees are entitled to make decisions on the followings:

a) Sign or terminate employment contracts according to the laws on labor;

b) Pass collective bargaining agreement, amendments and supplements made to collective bargaining agreement before representatives of the Executive board of Trade Union sign the contract with employers;

c) Pass resolution of employee conference;

d) Other issues according to laws;

Chapter 5.

RELATIONSHIP BETWEEN VINACOMIN AND ITS AFFILIATES

SECTION 1. MANAGEMENT OF VINACOMIN’S CAPITAL INVESTED IN OTHER ENTERPRISES

Article 59. VINACOMIN’s capital invested in other enterprises

VINACOMIN’s capital invested in other enterprises is comprised of:

1. Cash, land use rights or land rents, intangible and tangible assets;

2. Equity capital invested in, contributed to other enterprises, and assigned by the State to VINACOMIN for management;

3. Shares in state-owned companies belonging to equitized VINACOMIN conglomerate; state capital invested in single member limited liability companies, multi-member limited liability companies;

4. Loans acquired by VINACOMIN for investment;

5. Other types of capital according to laws;

Article 60. Rights and obligations of VINACOMIN for management of state capital invested in other enterprises

1. The Board of Members shall exercise rights and obligations of the owner over enterprises fully invested in charter capital by VINACOMIN and capital contributed to other enterprises by VINACOMIN;

2. Rights and obligations of VINACOMIN for management of state capital invested in other enterprises shall be performed by the Board of Members as follows:

a) Make decisions on investment, capital contribution, increase and reduction in invested capital, contributed capital according to relevant law provisions and Charter of the companies to which VINACOMIN contributes capital;

b) Make decisions on:

- Appointments or dismissals of Chairman of the Board of Members, members of the Board of Members, chairman, directors, controllers of subsidiaries of which 100% of charter capital is held by VINACOMIN; delegations, dismissals of representatives as authorized; introduction of representatives to run for the Board of Members, Board of Directors, Control Board of the companies in which VINACOMIN has a holding and contributed capital in accordance with Charter of the companies and other relevant law provisions;

- Commendations, disciplines and assessment of representatives of VINACOMIN who take part in the Board of Members, Board of Directors, the Control Board and controllers of subsidiaries, companies with shares and capital contributed by VINACOMIN and associate companies;

- Payment of salaries, allowances, rewards and other benefits to representatives of VINACOMIN’s capital in the companies in which VINACOMIN has a holding unless otherwise as regulated;

c) Assignment of duties to and request representatives of VINACOMIN’s capital in other enterprises to:

- Orientate the companies toward fulfillment of the objectives assigned by VINACOMIN and business coordination plan of VINACOMIN conglomerate;

- Make regular or irregular reports on financial situation, business performance, and other issues of the companies in which VINACOMIN has a holding;

- Make reports on important issues of the companies in which VINACOMIN has a holding for directions before voting;

- Make reports on use of shares, contributed capital, markets, technological know-how to serve development orientation and objectives of VINACOMIN;

- Execute provisions set out in Point d, Clause 23 and Point d, Clause 24, Article 42 hereof;

d) Handle proposals from representatives of VINACOMIN’s capital in other enterprises;

dd) Collect profits and take risks in contributing capital to other enterprises; Recovered capital including interests shall be used for VINACOMIN’s business objectives; In case VINACOMIN is re-organized, this contributed capital shall be managed as prescribed.

e) Supervise and inspect use of contributed capital and take responsibility for use, preservation and development of contributed capital;

g) Inspect and supervise representatives of the contributed capital for early prevention and correction of shortcomings or weaknesses upon detection;

Article 61. Standards and requirements for representatives of VINACOMIN’s capital in other enterprises

1. Representatives of VINACOMIN’s capital in other enterprises must meet the following standards and requirements:

a) As a Vietnamese citizen who resides permanently in Vietnam and works for VINACOMIN;

b) Have virtuous characters and good health;

c) Have knowledge of the laws and awareness about compliance with the laws;

d) Have professional competence of economics, finance or key business lines of the enterprises invested by VINACOMIN; have capacity for business and business management; Have a good command of foreign language to work direct with foreign partners without assistance of an interpreter;

dd) Not as father, mother, spouse, children, brothers, and sisters of members of the Board of Members, members of the Board of Members or Board of Directors, Director and Chief accountant of the companies in which VINACOMIN has contributed capital;

e) Do not have relationship in contribution of capital for business establishment, provision of loans, execution of sale/purchase contracts with the companies in which VINACOMIN has contributed capital unless otherwise as regulated;

g) Other standards, requirements as prescribed by VINACOMIN;

2. Representatives who run for titles as managers in the companies in which VINACOMIN has contributed capital must meet standards and requirements as prescribed;

Article 62. Rights and obligations of representatives of VINACOMIN’s capital in other enterprises

1. Exercise role and authority of shareholders, capital contributors, or joint-venture partners in the companies in which VINACOMIN has a holding, contributed capital; In case VINACOMIN holds a controlling interest in other companies, representatives of the contributed capital shall exercise their controlling rights to orientate these companies toward VINACOMIN’s strategy and objectives.

2. Run for or appoint representatives of VINACOMIN to run for the management apparatus of the company in which VINACOMIN has a contributed capital according to Charter of such company and instructions of VINACOMIN;

3. Perform VINACOMIN’s reporting regime on the implementation of business coordination plan, business performance of the companies and use of VINACOMIN’s capital;

Make compensations for any damage caused to VINACOMIN by failure to perform the reporting regime as prescribed, making corrupt use of representative rights and lack of responsibility;

4. Consult with VINACOMIN’s Board of Members for participation in the vote at Shareholder General Assembly, meetings of the Board of Members or Board of Directors of the companies in which VINACOMIN has a contributed capital on long-term or annual business development plans, key personnel, supplements and amendments to the Charter, business lines, increase or reduction in charter capital, distribution of profits, sale of assets, mobilization of capital of great value; In case multiple representatives of VINACOMIN take part in the Board of Members, Board of Directors of the companies in which VINACOMIN has a contributed capital, the person who takes main responsibility as appointed by VINACOMIN shall preside over discussions on important issues of the companies before voting.

5. Take responsibility to the Board of Members of VINACOMIN for use of VINACOMIN's contributed capital in the companies;

6. Other rights and obligations as prescribed by VINACOMIN;

Article 63. Salaries, rewards and other benefits for representatives

1. Salaries, allowances, rewards and other benefits to representatives of VINACOMIN’s capital in other enterprises shall be paid by such companies or VINACOMIN itself as prescribed;

2. Representatives of VINACOMIN's capital as full-time members in the management apparatus of other companies or full-time employees shall enjoy salaries, responsibility allowance (if any), rewards and other benefits paid by such companies as prescribed in Charter of such companies in addition to allowances paid by VINACOMIN as prescribed.  3. Representatives of VINACOMIN's capital as part-time members in the management apparatus of other companies shall enjoy salaries, responsibility allowances (if any), rewards and other benefits paid by VINACOMIN as prescribed in addition to representative allowances.  Representatives shall be responsible for returning all rewards paid by other companies to VINACOMIN.

4. Representatives of VINACOMIN’s contributed capital in other enterprises are entitled to buy, issue stocks, convertible bonds as prescribed by joint-stock companies but a written report must be made to VINACOMIN. VINACOMIN shall make decisions on the number of stocks bought by representatives based on their contribution and performance as representatives. The remainder belongs to rights to purchase of VINACOMIN.

Representatives shall be given priority over purchase of stocks in one company if being appointed as VINACOMIN’s representatives in multiple companies. Representatives of VINACOMIN’s capital in joint-stock companies shall be responsible for transferring the remaining rights to purchase to VINACOMIN.

Representatives who fail to make reports on the rights to purchase stocks, convertible bonds from joint-stock companies shall be considered for dismissal as representatives of VINACOMIN's capital in other enterprises and must return to VINACOMIN the number of stocks, convertible bond exceeding permissible limit according to buy price at the time of issuance. Representatives who have sold this number of stocks must return to VINACOMIN the difference between sale price according to market price at the time of selling and buy price and other fees (if any).

5. Representatives shall be transferred to other jobs by VINACOMIN after retirement as representatives.

SECTION 2. RELATIONSHIP BETWEEN VINACOMIN AND AFFILIATES, ENTERPRISES JOINING VINACOMIN CONGLOMERATE

Article 64. General coordination among VINACOMIN conglomerate itself

In addition to relationships between VINACOMIN and subsidiaries, associate companies as prescribed hereof, VINACOMIN conglomerate within itself also has relationships, rights and obligations as follows:

1. Establish common operation regulations on the basis of agreement between VINACOMIN and member enterprises of VINACOMIN conglomerate;

2. VINACOMIN shall rely on authority and responsibility as prescribed to play a central role in performing part or whole of the common coordination of activities as mentioned below between enterprises of VINACOMIN conglomerate:

a) Coordination in the planning and management of business coordination plan;

b) Orientate and assign activities and business lines of member enterprises;

c) Direct contents of the Charter, personnel organization tasks, control structure of charter capital of subsidiaries;

d) Organize financial, accounting and statistical tasks;

dd) Establish, manage and use centralized funds of VINACOMIN conglomerate;

e) Manage and use lands and natural resources of minerals;

g) Labor tasks, salaries, healthcare, training and human resource development;

h) Management of natural resources and environment, science and technology, labor safety, prevention and fighting against natural disasters;

i) Give names to enterprises of VINACOMIN conglomerate; use names and brands of VINACOMIN;

k) Perform administrative tasks and external relation duties of VINACOMIN conglomerate;

l) Manage emulation movement, commendation, cultural, sporting and social activities;

m) Other issues according to agreement between member enterprises of VINACOMIN conglomerate;

3. Other issues as prescribed by competent state agencies;

Article 65. Relationship between VINACOMIN and affiliates

Affiliates of VINACOMIN shall carry out business performance, accounting, personnel organization as decentralized by VINACOMIN as prescribed hereof or according to regulations on organization and operation of dependent cost-accounting units, public service units established and submitted by General Director of VINACOMIN to the Board of Members for approval. VINACOMIN shall be financially responsible for commitments made by dependent cost-accounting units and public service units.

Article 66. Relationship between VINACOMIN and subsidiaries of which 100% of charter capital is held by VINACOMIN

1. Subsidiaries of which 100% of charter capital is held by VINACOMIN comprise:

a) Parent companies as single member limited liability companies of which 100% of charter capital is held by VINACOMIN in parent company-subsidiary company relationship;

b) Single member limited liability companies of which 100% of charter capital is held by VINACOMIN;

c) For-profit public service units (research institutes, training schools, medical centers, print magazines);

d) Foreign-based companies of which 100% of the charter capital is held by VINACOMIN;

2. Subsidiaries as prescribed in Clause 1 of this Article are established, organized and operated according to the laws in proportion to their legality.

3. VINACOMIN is the owner of the companies as prescribed in Clause 1 of this Article. The Board of Members of VINACOMIN shall exercise rights and obligations of the owner for these companies. General Director of VINACOMIN and the assistant apparatus shall help the Board of Members to exercise rights and obligations of the owner with the following responsibilities:

a) Receive, inspect and assess documentation reported to VINACOMIN by subsidiaries and make the submission to the Board of Members for consideration, ratification or decision;

b) Organize the implementation of resolutions, decisions of the Board of Members over subsidiaries;

c) Inspect, speed up and monitor the implementation of business coordination plan at subsidiaries;

4. Rights and obligations of VINACOMIN over subsidiaries of which 100% of charter capital is held by VINACOMIN are prescribed in Clause 22, Article 42 hereof and in following provisions:

a) Make decisions on management models and management structure of enterprises;

b) Make decisions on transfer of part or whole of charter capital of the companies to other organizations and individuals as prescribed;

c) Approve policies on contribution, holding, increasing or reducing capital in other enterprises; establishment, re-organization and dissolution of affiliates; reception of enterprises volunteering to be subsidiaries, associate companies;

d) Organize supervision, monitoring and assessment of business performance and management activities of enterprises as prescribed in Charter of such enterprises;

dd) Other rights and obligations as prescribed;

5. Subsidiaries of which 100% of the charter capital is held by VINACOMIN shall have rights and obligations as follows:

a) Assigned by VINACOMIN to perform production and business contracts on the basis of economic contracts; provided with information by VINACOMIN and enjoy services and benefits from common activities of VINACOMIN conglomerate according to the Charter, agreement between member enterprises, associate companies and relevant law provisions;

b) Undertake common agreement signed with VINACOMIN conglomerate; economic contracts signed with VINACOMIN and member enterprises, associate companies; take part in business coordination plan with VINACOMIN and member enterprises, associate companies;

Article 67. Relationship between VINACOMIN and subsidiaries in which VINACOMIN has controlling interest

1. Subsidiaries in which VINACOMIN has controlling interest are joint-stock companies, multi-member limited liability companies, foreign joint-ventures, foreign-based companies controlled by VINACOMIN comprising:

a) Companies in which VINACOMIN has more than 50% of charter capital or contributed capital;

b) Companies in which VINACOMIN has less than 50% of charter capital but they are controlled by VINACOMIN as prescribed hereof;

2. Subsidiaries as prescribed in Clause 1 of this Article are established, organized and operated according to the laws in proportion to their legality.

3. VINACOMIN is the owner of VINACOMIN’s capital invested in the companies as prescribed in Clause 1 of this Article. The Board of Members of VINACOMIN shall exercise rights and obligations of the owner over VINACOMIN’s capital invested in these companies. General Director of VINACOMIN and the assistant apparatus shall help the Board of Members to exercise rights and obligations of the owner with the following responsibilities:

a) Receive, inspect and assess documentation reported to VINACOMIN by subsidiaries and make the submission to the Board of Members for consideration, ratification or decision;

b) Organize the implementation of resolutions, decisions of the Board of Members over subsidiaries;

c) Inspect, speed up and monitor the implementation of business coordination plan at subsidiaries;

4. Rights and obligations of VINACOMIN over subsidiaries being controlled are prescribed in Clause 22, Article 42 hereof and following provisions:

a) Exercise rights and obligations of shareholders, capital contributors and joint-venture partners through representatives of VINACOMIN's capital in enterprises as prescribed;

b) Collect profits and take risks in contributing capital to other enterprises;

c) Supervise and inspect use of capital contributed to enterprises;

d) Other rights and obligations as prescribed;

5. Subsidiaries as controlled by VINACOMIN shall have rights and obligations as follows:

a) Take part in business coordination plan on the basis of economic contracts signed with VINACOMIN, member enterprises, associate companies of VINACOMIN conglomerate; assigned by VINACOMIN to perform production and business contracts on the basis of economic contracts signed with VINACOMIN; provided with information by VINACOMIN and enjoy services and benefits from common activities of VINACOMIN conglomerate according to the Charter, agreement between member enterprises, associate companies and relevant law provisions;

b) Exercise this Charter, internal regulations of VINACOMIN; criteria, economic and technical norms of VINACOMIN; commitments made in economic contracts signed with VINACOMIN, member enterprises, associate companies; establish production and production plans as orientated by VINACOMIN; implement decisions and regulations made by VINACOMIN;

Article 68. Relationship between VINACOMIN and associate companies

1. VINACOMIN shall exercise its rights and obligations over associate companies as prescribed in Clause 24, Article 42 hereof, law provisions, Charter of associate companies and associate agreement.

2. VINACOMIN establishes its relationship with associate companies through contracts for brands, markets, technological know-how, research, training and human resource development and other agreement.

3. Relationship between VINACOMIN and companies volunteering to be associate companies is carried out under contracts for association between VINACOMIN and such companies.

Chapter 6.

VINACOMIN'S FINANCIAL MECHANISM

Article 69. VINACOMIN performs financial activities as prescribed in regulations on financial management of VINACOMIN promulgated by the Ministry of Finance

Article 70. Adjustments to VINACOMIN's charter capital

1. VINACOMIN's charter capital is prescribed in Article 5 hereof.

2. Charter capital may rise from the following sources during operation:

a) VINACOMIN’s development investment funds;

b) VINACOMIN’s business arrangement funds after approval is given by the Prime Minister;

c) The owner assigns or authorizes VINACOMIN to exercise its role over part or whole of charter capital of other enterprises participating as subsidiaries or associate companies of VINACOMIN;

d) Other additional sources (if any)

3. Adjustments to increase VINACOMIN's charter capital shall be decided by the Prime Minister.

4. In case of increasing charter capital, VINACOMIN must make public announcement of charter capital and perform procedures for adjusting charter capital in the Charter.

5. The owner is permitted to withdraw capital invested in VINACOMIN through the transfer of part or whole of VINACOMIN’s capital to other organizations and individuals according to the laws on transfer of state capital.

6. For state capital that the owner has committed to VINACOMIN as an addition, the owner shall be responsible for making adequate provision to VINACOMIN within the prescribed time.

Article 71. Management of capital, assets, revenue, expenses, cost price and distribution of profits of VINACOMIN

Management of capital, assets, receipts, expenses, cost price and distribution of profits of VINACOMIN is done in accordance with regulations on financial management of VINACOMIN approved by the Ministry of Finance. Regulations on financial management of VINACOMIN must be in compliance with applicable regulations on financial mechanism and principles of management of capital, assets, receipts, expenses, cost price and distribution of profits of State-owned single member limited companies;

Article 72. Financial, accounting, auditing and statistical plans

1. VINACOMIN’s fiscal year starts January 01 and ends December 31 annually.

2. Before November 30 annually, General Director shall make the submission of next year’s business plan of VINACOMIN and VINACOMIN conglomerate to the Board of Members for approval. The Board of Members shall be responsible for making reports to the Ministry of Industry and Trade on annual business plans of VINACOMIN conglomerate as foundations for supervision and assessment of business management performed by the Board of Members, General Director.

3. General Director must make the submission of audited annual financial statements to the Board of Members for approval as prescribed. That comprises:

a) VINACOMIN’s financial statements;

b) Financial statements of subsidiaries of which 100% of charter capital is held by VINACOMIN, and VINACOMIN’s public service units;

c) VINACOMIN conglomerate’s consolidated financial statements;

4. The Board of Members of VINACOMIN shall approve financial statements of VINACOMIN, affiliates of VINACOMIN, subsidiaries of which 100% of charter capital is held by VINACOMIN, consolidated Financial statements of VINACOMIN conglomerate on the basis of records, figures provided by independent auditing agencies; make annual dispatch of financial statements to functional agencies according to applicable regulations of the Ministry of Finance.

5. VINACOMIN shall organize and direct:

a) Internal audits as prescribed by the Ministry of Finance aimed at serving the management by General Director, the supervision and inspection by the owner, the Board of Members over affiliates, subsidiaries and public service units of VINACOMIN;

b) Compulsory audits for annual financial statements of VINACOMIN, affiliates, subsidiaries and public service units, final settlement reports of construction projects as prescribed;

6. VINACOMIN must make public disclosure of financial reports as prescribed by the State.

7. VINACOMIN must carry out accounting and auditing tasks as prescribed.

Chapter 7.

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

Article 73. Re-organization of VINACOMIN

Manners of re-organization of VINACOMIN includes merger, amalgamation, separation and other forms as prescribed.

1. Re-organization of VINACOMIN shall be reported by the Board of Members to the Ministry of Industry and Trade for submission to the Prime Minister for consideration and decision.

2. The Prime Minister shall make decisions on specific measures for re-organization of VINACOMIN as prescribed.

Article 74. Diversification of ownership of VINACOMIN

1. VINACOMIN shall carry out diversification of ownership in case the Prime Minister makes decisions on equitization, transfer of part or whole of state capital at VINACOMIN.

2. Sequence and procedures for diversification of ownership of VINACOMIN shall be prescribed by the laws in proportion to manner of ownership diversification.

Article 75. Dissolution of VINACOMIN

1. VINACOMIN shall be dissolved in the following cases:

a) Operate at a loss for a long time but not yet fall into incapacity to pay due debts;

b) Unable to perform the duties as assigned by the State after all necessary measures are taken;

c) Maintenance of VINACOMIN is not necessary.

2. Dissolution is decided by the Prime Minister. Sequence and procedures of dissolution of VINACOMIN are prescribed by the laws.

Article 76. Bankruptcy of VINACOMIN

The Law on Bankruptcy shall be applied in case VINACOMIN is unable to pay due debts.

Chapter 8.

DOCUMENTS, RECORDS OF VINACOMIN

Article 77. Rights to documents, records

1. On a quarterly, annual basis, VINACOMIN shall be responsible for sending reports to relevant state management agencies as prescribed.

In any case, state administration agencies and the owner have the rights to make requests to VINACOMIN for provision of any document or record in connection with the exercise of rights of state administration and rights of the state owner according to the laws and the Charter.

2. Apart from making requests for provision of documents and records in preparation for regular meetings of the Member Council, Chairman and members of the Board of Members have the rights to request General Director, deputy general directors, Chief accountant or persons who hold management positions in VINACOMIN to provide documents and records in connection with the implementation of functions and obligations of the Member Council.

3. General Director shall be responsible for organizing storage and keep confidential documents and records of VINACOMIN as prescribed by VINACOMIN and the laws.

4. Employees of VINACOMIN are entitled to learn about VINACOMIN’s information via employee and trade union conferences.

Article 78. Public disclosure of information

1. General Director of VINACOMIN is a person who makes decisions and is responsible for public disclosure of information outside VINACOMIN. Affiliates, boards and departments that store documents and records of VINACOMIN shall make public disclosure of information as accepted by VINACOMIN.

2. Forms, type of information and places are prescribed by VINACOMIN.

3. Upon requests for investigation or inspection by competent state management agencies, General Director is a person who is responsible for providing information according to the laws on investigation, inspection.

Chapter 9.

SETTLEMENT OF INTERNAL DISPUTES, AMENDMENTS AND SUPPLEMENTS TO THE CHARTER

Article 79. Settlement of internal disputes

1. Settlement of internal disputes shall be based on the Charter on the principle of negotiation and reconciliation.

2. In case disputes can not be settled through reconciliation, either party is entitled to bring the case to competent agencies for settlement.

Article 80. Amendments and supplements to the Charter

1. Amendments and supplements to the Charter shall be made by the Government.

2. The Board of Members is entitled to make proposals to the Ministry of Industry and Trade for amendments and supplements to the Charter made by the Government.

Chapter 10.

IMPLEMENTARY PROVISIONS

Article 81. Effect

1. The Charter is legal foundations for organization and operation of VINACOMIN. All individuals, affiliates, subsidiaries and public service units of VINACOMIN shall be responsible for executing the Charter.

2. Affiliates and subsidiaries of VINACOMIN shall rely on the law provisions in proportion to their own legal manner and the Charter to establish their own regulations on organization and operation and make the submission to competent agencies for approval.

3. In case changes made to applicable regulations are in contradiction to provisions set out hereof, applicable regulations shall be applied./.