DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam General Rubber Corporation attached to this Decree.

Article 2.- The Minister of Finance, the Minister of Agriculture and Food Industry, the Governor of the State Bank, the Ministers, the Heads of the ministerial-level agencies and the Heads of the relevant agencies attached to the Government shall base themselves on this Statute to provide guidance for its implementation.

Article 3.-hi Ts Decree takes effect from the date of its signing.

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

On behalf of the Government

The Prime Minister

Article 1.- The Vietnam General Rubber Corporation (hereafter referred to as the Corporation) is a State corporation composed of independent-accounting enterprises, dependent-accounting enterprises, and non-business units closely related to one another in economic interests, finance, scientific research, technology, supply, consumption, service, information, training and marketing, operating in the rubber industry. The Corporation is established by the Prime Minister aimed at increasing the accumulation, concentration, and specialization and cooperation in production in order to fulfill the tasks assigned by the State, raise the capabilities and business effectiveness of the member units and of the entire Cooperation, and meet the needs of the economy.

Article 2.- The Corporation has the tasks of conducting research, survey, planning the rubber growing areas, investing in the planting, tending, exploitation and processing of material rubber; producing rubber goods and equipment and spare parts; supplying, consuming, exporting exprting and importing rubber, rubber goods, material, machinery and spare parts for the rubber industry; and supplying services to cater for the rubber industry and other business activities prescribed by law.

Article 3.- The Corporation has :

1. The legal person status as prescribed by Vietnamese<%0> law;

2. Its Statute on organization and operation, its managerial and executive apparatus;

3. Its own capital and assets, and takes responsibility for the debts within the limit of the capital managed by the Corporation;

4. Its own seal and can open its accounts at the State Treasury and at the banks inside and outside the country;

5. Its own balance of assets and centralized funds as prescribed by the Government and directed by the Ministry of Finance.

Article 4.- The Corporation adopts its international transaction name of VIETNAM GENERAL RUBBER CORPORATION or GERUCO (GRC) in abbreviation.

The main office of the Corporation is located in Ho Chi Minh City.

Article 5.- The Corporation is placed under the State management of the Ministries, ministerial-level Agencies, Agencies attached to the Government, the People's Committees of the provinces and cities directly under the Central Government in their capacity as State management agencies; and at the same time it is placed under the management of these agencies in their capacity as agencies exercising the right of ownership over the State enterprises as prescribed by the Law on State Enterprises a ondther provisions of law.

Article 6.- The Corporation is managed by a Managing Board and directed by a General Director.

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

The Trade Union and other political-social organizations in the Corporation operate in accordance with the Constitution and the law.

Chapter II

RIGHTS AND OBLIGATIONS OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

1. The Corporation has the right to manage and use its capital, land, and other natural resources and sources entrusted by the State according to the provisions of law in order to achieve the targets and fulfill the tasks assigned by the State.

2. The Corporation has the right to re-assign to its member units for management and use of the sources which it has received from the State, and to readjust the sources assigned to its member units in necessary cases and in line with the common development plan of the entire Corporation.

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

4. The Corporation is entitled to transfer, replace, lease out, use as collateral or mortgage properties under its management, except the important equipment and workshops which, by prescription of the Government, must have the permission of the authorized State agency and on the principle of preserving and developing the capital; with regard to the land and natural resources under its management, the Corporation must handle them in accordance with corresponding laws.

Article 9.- The Corporation has the following rights in the organization of management and business:

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

2. To renew technology and equipment;

3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law;

4. To conduct business in such trades and occupations suitable for the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; and to conduct other trades and occupations as permitted by the authorized State agency;

5. To select markets and coordinate the division of markets among its member units; to conduct import and export according to prescriptions of the State;

6. To decide itself the price frame or the buying and selling prices of the main materials, raw materials and services, to set uniform minimum export prices and maximum import prices, except those products and services of which the prices are set by the State;

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

8. To delegate powers in the selection, hire, assignment, employment and training of labor, select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide theag wes and bonuses for the laborers on the basis of the unit prices of wage per unit of product, or the service fees and effectiveness of the operations of the Corporation;

9. To invite and receive foreign business partners to work with the Corporation in Vietnam; to send representatives of the Corporation abroad to work, study, and research, except for the President of the Managing Board and the General Director who must get the permission of the Prime Minister. The sending of other members of the Managing Board for visits abroad shall be decided by the President of the Managing Board. The sending abroad of the Deputy General Directors and other functionaries in the assisting apparatus, the Directors and Deputy Directors of the member units shall be decided by the General Director.

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

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of capital preservation and efficiency. In case it is necessary to use capital and other funds not in line with their purported use, the principle of refund shall apply;

2. To mobilize capital of its own for business activities but without changing the form of ownership ; to issue bonds as defined by law; to mortgage the land use right associated with the property under the management of the Corporation at the Vietnamese banks in order to borrow capital for business according to prescriptions of law;

3. To set up, manage and use the centralized funds and the capital depreciation fund at the level and rate of reduction and under the regime of utilization and management of the funds as defined by the Ministry of Finance and stipulated in the Financial Statute of the Corporation;

4. To use the remaining profits after fulfilling all obligations toward the State, to set up development investment funds and other funds as prescribed, in order to distribute to the laborers according to the contribution of each of them to the business results in the year, and according to the shares they have contributed;

5. To benefit from the regime of the subsidies, price subsidies and other preferential regimes of the State when performing its production or supply tasks in service of defense and security, and the prevention and fight against natural calamities, or in service of public interests, or in the supply of products and services in accordance with the price policy of the State which cannot make up for the production cost and service cost which the Corporation has spent on these products and services;

6. To benefit from the investment or reinvestment preferential regime as prescribed by the State.

Article 11.- The Corporation may refuse and denounce all requests for resource supply not stipulated by law by any individual or organization, except the voluntary contributions for humanitarian purposes and public interest.

Section II. OBLIGATIONS OF THE CORPORATION

1. The Corporation has the duty to receive and effectively use, maintain and develop the capital allocated by the State including the part of the capital invested in other enterprises; accept and effectively use the natural resources including land, areas and other sources assigned by the State.

2. The Corporation has the obligation to:

a/ Clear a tllhe debts it owes and is owed as recorded in the property balance of the Corporation at the time of its establishment;

b/ Pay the international credits used by the Corporation by decision of the Government;

c/ Pay the credits directly borrowed by the Corporation or borrowed for its member units under trust contracts if these credit units are unable to pay.

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

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

2. To work out its development strategy, its five-year and annual plans, its plans for the zoning to develop rubber production in conformity with the tasks assigned to it by the State and the demand of the market;

3. To sign economic contracts with its partners, and organize their implementation;

4. To ensure the major balances of the State in rubber consumption, meet the rubber need in the country and for export, achieve stabilization of rubber price on the domestic market as prescribed by the State;

5. To renew and modernize the technology and mode of management; to use the income generated by the transfer of property to re-invest, renew the equipment and technology of the Corporation;

6. To perform its obligations toward the laborers as prescribed by the Labor Code, and ensure the participation of the laborers in the management of the Corporation;

7. To carry out the regulations of the State with regard to the protection of natural resources and the environment, national defense and security;

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

9. To submit to the control of the representative of the owner; to abide by the regulations concerning the inspection by the Financial Service and other authorized State agencies as prescribed by law.

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

2. The Corporation has the duty to make public its annual financial report and other information so that a correct and objective evaluation can be made of its operations as prescribed by the Government.

3. The Corporation shall discharge its obligation to pay taxes and make other remittances to the State budget as prescribed by law. In case property is transferred by the Corporation among its member units in the form of recording the increase or decrease of capital, it shall not have to pay registration tax. Neither shall it have to pay turnover tax when the semi-finished products are circulated among its member units in the finishing process, or when services are provided among its member units aimed at catering for production.

Chapter III

THE MANAGING BOARD, THE CONTROL COMMISSION

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

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

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

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

c/ To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other sources assigned; the realization of the resolutions and decisions of the Managing Board and the regulations of law; and the discharge of the obligations toward the State;

d/ To adopt the proposals of the General Director to be submitted to the Prime Minister for ratification concerning the strategy, planning and plan for long-term development, the five-year plan of the Corporation; to decide the annual targets and plans of the Corporation, and submit them to the Prime Minister so that the General Director may assign it to the member units;

e/ To organize the examination and submit to the authorized agency for adoption the plans of investment, new investment projects, projects of investment in cooperation with foreign parties with capital managed by the Corporation;

f/ To submit to the Prime Minister for approval and, in case of accreditation by the Prime Minister, to decide the joint venture projects with foreign countries as provided for the Government; to decide the joint venture projects in the country and other economic contracts of great value. To submit to the Prime Minister for approval the investment in the projects of Group A. It is empowered to decide the rubber investment projects of Group B and investment projects of Group C; to empower the General Director or the Directors of member units to approve the small investment projects. To ratify the plan for organizing the management and business activities of the Corporation presented by the General Director. To propose the establishment, splitting, merger or dissolution of member units as prescribed by law;

g/ To issue and supervise the implementation of the economic and technical norms and criteria, including the unit price of wages, unit prices and norms in specialized construction, product criteria, trade marks, prices of products and services within the Corporation, at the proposal of the General Director and on the basis of the common regulations of the branch and of the country;

h/ To work out and submit to the Prime Minister for approval the Statute on the Organization and Operation of the Corporation, and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on the Organization and Operation of the member units, and the amendments or supplements to these Statutes and Regulations at the proposal of the General Director. To decide to open branches and representative offices of the Corporation in the country and abroad in accordance with the procedures defined by law; to elaborate the Financial Statute of the Corporation on the basis of the Model Financial Statute, and submit it to the Minister of Finance for approval before deciding to issue it;

i/ To propose to the Prime Minister to appoint, dismiss, reward or discipline the General Director; to propose to the Minister of Agriculture and Food Industry to appoint, dismiss, reward or discipline the Deputy General Directors and the Chief Accountant of the Corporation at the proposal of the General Director of the Corporation to decide the appointment, dismissal, reward and discipline of the Directors of the member units of the Corporation at the proposal of the General Director; to decide the total personnel of the managerial and operational apparatus of the Corporation, and to readjust it when necessary at the proposal of the General Director;

j/ To adopt the plan proposed by the General Director concerning the founding and utilization of the centralized funds corresponding with the business and financial plans of the Corporation;

k/ To examine the plan for capital mobilization (in all forms), to guarantee the loans; to liquidate properties of the member units in order to decide, or submit to the Prime Minister for decision, according to the principles mentioned in Item 4, Article 38 of this Statute;

l/ To adopt the quarterly, six-month and annual operational reports of the Corporation, and the annual synthetic financial report (including the property balance) of the Corporation and the member units as presented by the General Director; and request the General Director to make public the annual financial report as prescribed by the Ministry of Finance;

m/ To issue the Regulation on the safeguard of business secrecy, internal economic information and State secrets in accordance with the provisions of law, as presented by the General Director for uniform application in the whole Corporation.

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

4. The Managing Board shall comprise a number of full-time members, including the President of the Board, a member who is the General Director, a member who is also Chairman of the Control Mission, and a number of half-time members who are specialists operating in the domain of planting and processing of rubber, economy, finance, business management and law.

5. The President of the Managing Board must not be also General Director of the Corporation.

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

a/ Violating law or the Statute of the Corporation;

b/ Incapable of assuming the task assigned, as suggested by at least two-thirds of the incumbent members of the Board;

c/ Personally requesting resignation with plausible reasons;

d/ There is a decision to assign him/her to another task.

7. The President of the Managing Board has the duty to organize the implementation of the tasks and powers of the Managing Board stipulated in Item 2 of this Article.

8. Working regime of the Managing Board:

a/ The Managing Board shall adopt the system of collective work, meet regularly every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgent questions of the Corporation at the proposal of the President of the Managing Board, or the General Director, or more than 50 % omef mbers of the Managing Board.

b/ The President of the Managing Board shall convene and preside over all the meetings of the Board. When he is absent for a plausible reason, he shall empower a member of the Board to chair the meeting on his behalf.

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

d/ When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year and annual plans, the major investment projects, the projects of joint venture with foreign countries, the annual financial report, the systems of economic, or the technical norms and criteria of the Corporation, it must invite the authorized representatives of the concerned ministries and branches. In case the meeting deals with an important issue related to the local administration, it must invite the representative of the People's Committee of provincial level. In case the issue relates to the interests and obligations of the laborers in the Corporation, it shall have to invite a representative of the Trade Union of the rubber service. These representatives may speak but do not take part in the voting; when they discover that the resolutions or decisions of the Managing Board are damaging the common interests, they may send a written petition to the Managing Board and at the same time report to the Heads of the agencies which they represent so that they may examine and settle the question according to their competence. If necessary, the Heads of these agencies may report the question to the Prime Minister.

e/ The resolutions and decisions of the Managing board are binding on the whole Corporation. In case the opinion of the General Director differs from the resolution or decision of the Managing Board, the General Director may make reservations and submit it to the authorized State agency for settlement. Pending the resolution of the authorized State agency, the General Director must abide by the resolution and decision of the Managing Board.

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

Article 16.- Assisting body of the Managing Board:

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

2. The Managing Board is assisted by from 3 to 5 specialists working on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it monitoring and supervisinghe t General Director, the assisting apparatus of the Corporation and the member units of the Corporation in their managerial and financial activities, in the observance of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of law.

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

1. The full-time members shall have their basic wages as State employees, be paid according to the regime of wage distribution in a State enterprise as prescribed by the Government, and receive bonuses corresponding to the results of the operations of the Corporation. The half-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a/ Shall under no circumstances place themselves in a position that might restrict the observance of honesty and public mindedness, or provoke contradictions between the interests of the Corporation and personal interests.

b/ Shall not abuse their powers for personal interests, or usurpe the business opportunities of the Corporation to cause damage to the interests of the Corporation.

c/ Shall not act beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board who are the President of the Board and the General Director are not allowed to use their titles to set up a private enterprise, a limited liability company or a stock company. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with such units where their spouses, parents or children hold managerial or executive posts.

4. Their spouses, parents, children and siblings must not hold the posts of chief accountant or cashier at the Corporation and the member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all its resolutions and decisions. In case they fail to accomplish the tasks assigned, violate the Statute of the Corporation or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and make material compensations for the damage caused by them as stipulated by law.

Article 18.- The Control Commission:

1. The Control Commission shall comprise five members headed by a member of the Managing Board as assigned by the Board. The four others are appointed, dismissed, commended and disciplined by the Managing Board. One member is an accountancy specialist, another shall be presented by the Congress of workers and employees of the Corporation, another shall be presented by the Minister of Agriculture and Food Industry, and another presented by the General Director of the General Department for Management of State Capital and Property at Enterprises.

2. A member of the Control Commission must not be a spouse, parent or sibling of the General Director, the Deputy General Directors or the Chief Accountant of the Corporation, must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other posts in the other enterprises of the same economic technical branch as the Corporation.

3. A member of the Control Commission must meet these criteria:

a/ Being a specialist in accountancy, audit and economy, in the planting and processing of rubber, and having a deep knowledge of law.

b/ Having at least five years of experience in the above specialties;

c/ Having no previous convictions concerning offenses related to economic activities.

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

5. The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the common regime of the State.

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

1. To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assistant apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation and the resolutions and decisions of the Managing Board.

2. To report to the Managing Board periodically every quarter and every year and on specific affairs concerning the results of its control and supervisory work; to detect and report in time to the Managing Board any irregular activities and signs of law-breaking within the Corporation.

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

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

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

2. The Deputy General Director assists the General Director in running one or a number of domains of activity of the Corporation as assigned by the General Director. He takes responsibility before the General Director and law for the tasks assigned by the General Director.

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

4. The Office and the professional and specialized sections or departments shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

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

1. Together with the President of the Managing Board, to sign the receipt of capital (including debts) land, natural resources, and other sources assigned by the State for management and utilization according to the objectives and tasks which the State has assigned to the Corporation. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already ratified by the Managing Board. To propose to the Managing Board to adjust the capital and other sources when reassigning them to the member units and adjust them by increasing or decreasing the capital when there is a change in the tasks;

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

3. To work out the development strategy, the long-term and annual plans, the program of action for the protection and exploitation of the natural resources of the Corporation, projects for new investment and in-depth investment, investment projects in cooperation with foreign countries, the joint venture programs, business cooperation programs of the member units, plans for personnel training within the Corporation, and measures for the realization of economic contracts of major value to submit to the Managing Board for examination and decision, or to the subsequent submission to the authorized State agencies for decision. To organize the realization of the strategy, plans, programs, projects and measures already approved;

4. To run business activities of the Corporation; take responsibility for the results of the Corporation business operations; to carry out the major tasks and balances assigned by the State to the Corporation, take responsibility before the Managing Board, the Prime Minister and law for the stability of rubber prices in the domestic markets;

5. To work out and submit to the Managing Board for approval the economic and technical norms, product criteria, wage unit price, and the unit prices and norms in specialized construction in accordance with the common regulations of the industry and of the State. To organize the implementation and control of the implementation of these norms, criteria and unit prices within the whole Corporation;

6. To propose to the Managing Board to submit to the Minister of Agriculture and Food Industry to appoint, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend and discipline the Directors of the member units. To appoint, dismiss, commend, and discipline the Deputy Directors and Chief Accountants of the member units, the Directors of dependent units of the member units and equivalent posts at the proposal of the Directors of the member units. To appoint, dismiss, commend and discipline the Heads and Deputy Heads of sections or departments, the Chief and Deputy Chiefs of the Office of the Corporation;

7. To work out and submit to the Managing Board for approval the total personnel of the managing apparatus of the Corporation, and the adjustment plan in case of a change in the organization and personnel of the managing apparatus of the Corporation and of the member units; to establish and personally direct the assisting apparatus; to control the implementation of the decisions on the personnel of the managing apparatuses of the member units; to submit to the Managing Board for approval the Statutes, and Organizational and Operation Regulations of the member units elaborated by the Directors of these units; to ratify the plan for establishing, reorganizing and dissolving the dependent units of the member units proposed by the Directors of the member units;

8. To work out and submit to the Managing Board for approval the Regulation on Labor; the Regulation on Wages, Commendations and Discipline; and the Regulation on the Safeguard of Secrecy to be applied within the Corporation;

9. To organize and direct the Corporation's operation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the authorized State agencies the results of the business operations of the Corporation, including the quarterly, half-year and annual reports, the general financial report, and the property balance of the Corporation.

The general financial report must clearly present the centralized accounting of the Corporation and the accountings of the independent-accounting member units, and must be submitted to the Managing Board for adoption. The general financial report must be based on the documents already certified by the legal audit agencies;

10. To carry out and control the carrying out by the member units of the tax payment obligation and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation, and submit it to the Managing Board for approval as provided for by the State;

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

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

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

Chapter V

THE COLLECTIVE OF LABORERS IN THE CORPORATION

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

1. To discuss the elaboration of the collective labor bargain for the representative of the collective of laborers to negotiate and sign it with the General Director.

2. To discuss and adopt the regulations for the utilization of the funds directly related to the interests of the laborers in the Corporation.

3. To discuss and make suggestions to the planning, plan, the evaluation of the result of business management, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and environmental hygiene, as well as to the training and re-training of laborers in the Corporation.

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

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

Chapter VI

MEMBER UNITS OF THE CORPORATION

1. The Corporation has its member units which are independent-accounting State enterprises, dependent accounting units, and non-business units (see list in attached Appendix)

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

3. The member units of the Corporation which are independent-accounting units and dependent-accounting units shall have their own Organizational and Operating Statutes. The non-business units of the Corporation shall have their own Organizational and Operating Statutes. These Statutes and Regulations have to be ratified by the Managing Board in conformity with law and the Statute of the Corporation.

Article 25.- The members of the Corporation which are independent-accounting units:

1. The independent-accounting State enterprise which is a member of the Corporation has the right to business and financial autonomy, is bound in interest and duties to the Corporation as provided for in the Statute of the Corporation.

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

a/To empower the Director of the enterprise to manage and conduct the operations of the enterprise in conformity with the Statute of the enterprise already ratified by the Managing Board of the Corporation. The Director of an independent-accounting member enterprise shall take responsibility before the Managing Board and General Director of the Corporation for the activities of his enterprise;

b/ To appoint, dismiss, commend and discipline the Director and Deputy Directors;

c/ To ratify the plans, to inspect the execution of the plans and the financial statement of accounts; to define the level to be deducted for reward and welfare funds of the enterprise as provided for by the Ministry of Finance and the Financial Statute of the Corporation;

d/ To deduct part of the capital depreciation fund and the after-tax profit according to the Financial Statute of the Corporation and as provided for by the Ministry of Finance in order to establish centralized funds of the Corporation to be used for reinvestment and for the execution of investment projects at member units;

e/ To ratify the plans and programs for expanded investment, intensive investment, joint venture, retrieval of part of the capital, transfer of stocks managed by the Corporation and held by the member enterprises;

f/ To regulate the financial sources, including foreign exchange, among the member units with a view to using the capital most efficiently within the whole Corporation, on the principle of ensuring that the total assets of the enterprise whose capital is withdrawn shall not be lower than the total amount of the debts plus the legal capital after adjustment to suit the tasks or size of that enterprise;

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

h/ To decide on expanding or reducing the scope of business of the member enterprises in accordance with the overall development strategy of the Corporation;

i/ To ratify the Statute on Organization and Operation of the enterprise, including the assignment of power to the Director of the enterprise on: organization of the managing apparatus of the enterprise; recruitment, commendation, promotion and discipline of workers and employees; credit limits (borrowing, lending, and on-credit purchase and sale); purchase and sale of fixed assets, stocks of joint-stock companies; purchase and sale of invention patents, innovations and technology transfers; participation in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as defined by the Law on State Enterprises;

j/ To control the operations of the enterprise, and ask it to report on the financial situation and the results of its business operations.

Article 26.- The members of the Corporation which are independent-accounting enterprises are responsible for the debts and commitments within the capital that it manages and uses, namely:

1. In the development strategy and investment:

a/ The enterprise is assigned to organize the implementation of the development investment projects according to the plan of the Corporation. The enterprise is allocated resources by the Corporation to carry out the projects.

b/ The enterprise can invest on its own in development works and projects outside the projects directly conducted by the Corporation. In this case, the enterprise shall mobilize fund by itself and take financial responsibility.

2. In business operation, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a/ Ensuring that the objectives, targets as well as the major balances, the main techno-economic norms (including unit price and prices) of the enterprise are in conformity with the overall plan of the Corporation.

b/ The plan of business expansion based on the optimum use of all resources in the possession of the enterprise or mobilized by itself in conformity with the needs of the market.

3. In financial operation and economic accounting:

a/ The enterprise shall receive part of the capital and other resources allocated by the State to the Corporation and reassigned to the enterprise by the Corporation. The enterprise has the task of preserving and developing these capital and resources;

b/ The enterprise is entitled to mobilize captial and other credit sources as prescribed by law in order to carry out its business and development investment plans;

c/ The enterprise is entitled to establish its own capital construction investment fund, production expansion fund, reward fund, welfare fund, and financial reserve fund as prescribed by the financial regulations of the Corporation. The enterprise has the duty to deduct its budget to contribute to the centralized funds of the Corporation and is entitled to use these funds as defined in the Statute of the Corporation and the decision of the Managing Board;

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

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

4. In the domain of organization, personnel and labor:

a/ The enterprise may propose to the Corporation to consider and decide, or may be empowered by the Corporation to decide the establishment, reorganization or dissolution of its attached units, and the organization of its managerial apparatus as defined in the Statute of the Corporation and the enterprise's own Statute.

b/ In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign or lay off the employees in its managerial and business apparatus. The appointment and dismissal of the posts in the managerial apparatus of the enterprise and its attached units as well as the positioning and application of the wage system must comply with the delegation of power of the Corporation as defined in this Statute.

c/ The enterprise has the responsibility to attend to the development of human resources to ensure the realization of its development strategy and business tasks; to attend to the improvement of the working and living conditions of the laborers in compliance with the Labor Code and the Law on Trade Union.

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

1. Have autonomy in business as delegated by the Corporation and are bound by obligations and interests to the Corporation. The Corporation bears final responsibility for the financial obligations originating from the commitment of these units;

2. Are authorized to sign economic contracts, take the initiative in undertaking activities of business, finance, organization and personnel as designated or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Statutes on Organization and Operation approved by the Managing Board.

Article 28.- The non-business units have their own organizational and operational regulations approved by the Managing Board; are allowed to cover their expenditures with their revenues, to create their own sources of revenues by carrying out services and contracts on scientific research and training for units at home and abroad; to benefit from the funds for reward and welfare according to the prescribed regime; if this benefit is lower than the average level of the Corporation, they may be supported by the reward and welfare funds of the Corporation.

1. The Financial Company is an independent accounting member enterprise of the Corporation, operating under law, the guidance of the Governor of the State Bank, the Organizational and Operational Statute approved by the Managing Board, and the direction of the General Director of the Corporation.

2. The Financial Company performs the task of mobilizing capital to cater loans to meet the need in capital of the Corporation and other member units, through preferential credits from the Government, credits from commercial banks and financial institutions at home and abroad; issuing share and bonds of the enterprise or its projects, buying and selling documents and bills of value as prescribed by law; mobilizing idle capital from workers and employees of the Corporation and other units in the same techno-economic branch as the Corporation.

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

4. The units shall use the capital of the Financial Company on the principle of borrowing and repaying, apply the regime of internal interest rate proposed by the Financial Company and approved by the General Director of the Corporation on madate of the Managing Board.

Chapter VII

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

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

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

1. To approve the plan for capital contribution worked out by the General Director for final decision, or for submission to the Head of the authorized State agency for decision according to the delegation of power stipulated in Point e, Item 2, Article 15 of this Statute;

2. At the proposal of the General Director, to appoint, dismiss, commend or discipline the person directly managing the capital of the Corporation at the enterprise to which the Corporation has contributed capital;

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

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

1. To assume managerial and executive posts at the enterprise having capital contributed by the Corporation, in line with the Statute of this enterprise;

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

3. To report, and be responsible before, the Managing Board of the Corporation on the capital contributed by the Corporation to this enterprise.

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

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

1. To work out the program of capital contribution for the General Director to submit to the Managing Board of the Corporation for approval;

2. To appoint, dismiss, commend and discipline the person directly managing the capital that the unit contributes to other enterprises;

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

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

1. To assume managerial and executive posts at the enterprise where his/her enterprise contributes capital in line with the Statute of this enterprise;

2. To monitor and supervise the business operations of the enterprise where his/her enterprise contributes capital;

3. To observe the regime of reporting defined by the Director; to be responsible before the Managing Board of the Corporation and the Director for the efficiency of the use of the capital contributed by his/her enterprise to the enterprise where he/she is assigned to managerial or executive post.

Section III. JOINT VENTURE UNITS

Article 34.- The joint ventures, that the Corporation or its member unit takes part in, are managed, directed and operated in accordance with the Law on Foreign Investment, the Corporate Law and other related laws of Vietnam. The Corporation or its member enterprises shall perform all rights, obligations and responsibilities toward these joint ventures in terms of financial operation as prescribed by law and under the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

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

Article 36.- The prescribed capital of the Corporation is composed of:

a/ The capital assigned by the State at the time of the founding of the Corporation;

b/ The additional investment capital by the State (if any);

c/ The part of the after-tax profit which is added to the capital in accordance with current regulations;

d/ The capital from other sources (if any).

2. At each increase or decrease of capital, the Corporation shall have to adjust in time its property balance, and make public its adjusted prescribed capital.

Article 37.-

1. The Corporation may establish and use centralized funds to ensure a high efficient development of the Corporation.

2. The centralized funds of the Corporation are established according to the Statute of the Corporation, and by decision of the Managing Board. They comprise:

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

The capital depreciation fund and the profit from reinvestment of the dependent - accounting units of the Corporation are concentrated at the Corporation for investment according to the annual plan.

With regard to the basic capital depreciation fund of the plantations in the independent accounting member enterprises which have no plan for new planting, the Corporation shall mobilize it on the principle of capital increase and decrease in order to invest in the tending and new planting at other units. If the Corporation mobilizes other basic depreciation funds or the profits in reinvestment of the independent - accounting member units, it shall have to observe the principle of borrowing and repayment at the internal interest rate ratified by the General Director with the accreditation of the Managing Board, and under the guidance of the Ministry of Finance.

b/ The fund for scientific research and concentrated training for allocation to the units entrusted with scientific research, training and retraining within the entire Corporation, is formed by the deduction from the fund for production development of the member units and the allocations for operation and training from the State budget (if any), and from other sources, including the money collected from undertaking services and contracts on scientific research and training signed with enterprises and non-business units at home and abroad.

c/ The financial reserve fund, the reward fund and the welfare fund are founded under the direction of the Ministry of Finance. The concrete ratio of contribution to, and the use of, these funds are defined in the Financial Regulation of the Corporation.

Article 38.- Financial autonomy of the Corporation:

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

2. The Corporation is responsible for clearing all debts recorded in the property balance of the Corporation and other financial commitments, if any.

3. It shall control and supervise the financial operations within the entire Corporation.

4. All the credit relations (borrowing, lending, on-credit purchases and sales, guarantee) between the Corporation and outside partners must comply with the quotas assigned to each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to draft, submit and register the financial plan, the financial reports and the property balance of the Corporation to the authorized agencies, and submit its annual financial statement to the Ministry of Finance. The latter shall control and approve the annual financial statement of the Corporation.

6. The Corporation shall have to pay the taxes and other remittances as prescribed by the current law and the Financial Regulations of the Corporation, except for the taxes already paid by the member units. It is entitled to use part of the profit after fulfilling its tax duties toward the State as currently prescribed.

7. The profit gained by the Corporation or its member units from their capital contributed to other enterprises is exempt from profit tax if these enterprises have already paid profit taxes before distributing the dividends to the share holders.

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

9. The material responsibility of the Corporation in its business relations and in civic relation is limited to the total capital of the Corporation at the latest publicity.

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

11. The Corporation places itself under the control and supervision in financial matters and business operations by the authorized State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND STATE AGENCIES AND LOCAL ADMINISTRATIONS

Article 39.- Relations with the Government:

1. To observe law and seriously carry out the Government regulations related to the Corporation and other State enterprises;

2. To carry out the development plan and strategy of the Corporation within the State master plan and strategy for the development of the branch and for territorial development;

3. To carry out the regulations on the establishment, splitting, merger, dissolution; the policies on organization and personnel; the regime of finance, credit, tax, profit collection; the regimes on accountancy and statistics;

4. To submit to the control and inspection concerning the observance of law, undertakings, policies and regimes of the State within the Corporation;

5. To make suggestions and proposals on solutions, mechanism and managerial policies of the State over the Corporation;

6. To manage and use the capital, properties, land and other sources assigned to it by the State to carry out its business tasks; and to preserve and develop these sources;

7. To enjoy allowances and price subsidies, and other regimes as provided for by the Government.

Article 40.- Relations with the Ministry of Finance:

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

a/ The observance of the financial, accountancy, tax, the organization of the apparatuses for accountancy and accounting;

b/ Financial audit and internal audit of the Corporation.

2. The Ministry of Finance is the agency assigned by the Government to carry out a number of rights of the owner. It shall direct the Corporation in the following aspects:

a/ To determine the capital, natural resources and other resources assigned by the State to the Corporation for management and utilization;

b/ To inspect the efficient use, preservation and development of the capital and other resources assigned in the process of its activities as reflected in the annual financial statement;

c/ To ratify the annual financial accounts of the Corporation;

d/ To issue the model Financial Statute, ratify the Financial Statute of the Corporation.

3. The Corporation shall be subject to the financial control and supervision of its finance and other matters by the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies concerning finance, credits and other matters related to the Corporation; propose to the Ministry of Finance and the Prime Minister to ratify the plan for the transfer of properties of great value, the joint investment projects with foreigners and other economic sectors, the credit relations beyond norms, the realization of the financial obligations, the distribution of after-tax profits, the liquidation of properties in the Corporation, the supplement to the budget capital of the Corporation.

Article 41.- Relations with the Ministry of Agriculture and Food Industry:

1. With its function of State management, the Ministry of Agriculture and Food Industry shall direct the Corporation in the following respects:

a/ To issue product criteria, technological norms, including imported spare parts and complete equipment, the economic and technical norms of the service; and directly control, inspect and supervise the Corporation in the realization of these criteria and norms;

b/ To work out and issue the plan and orientation for the development of the economic technical branch, and directly control and inspect the Corporation in the realization of this plan;

c/ The Corporation takes responsibility for the carrying out of the above regulations of the Ministry of Agriculture and Food Industry and the other agencies for economic and technical management; it is entitled to make suggestions to these agencies concerning related issues mentioned above.

2. With its tasks assigned by the State to exercise a number of rights of State ownership, the Ministry of Agriculture and Food Industry shall direct the Corporation in the following respects:

a/ To establish, split, merge, reorganize and dissolve the Corporation and the member units of the Corporation within the powers assigned by the Prime Minister;

b/ Together with the agencies empowered by the Prime Minister to prepare and submit to the Prime Minister for the appointment, dismissal, commendation and discipline of the members of the Managing Board and the General Director;

c/ To appoint, dismiss, commend and discipline the Deputy General Directors, the Chief Accountant of the Corporation; to present candidates to the Control Commission of the Corporation;

d/ To take part in the allocation of the capital and other resources to the Corporation, inspect the activities of the Corporation. The Corporation has the responsibility to report as prescribed by the State and at the request of the Ministry of Agriculture and Food Industry;

e/ To direct the Corporation in the assurance of the major balances assigned to the Corporation by the State with a view to price stabilization;

f/ The Corporation is also placed under the control, inspection and supervision of the Ministry of Agriculture and Food Industry and the other State economic-technical management agencies within the scope of other functions of these agencies as prescribed by law.

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

1. To carry out the economic and technical norms, product criteria and product quality norms corresponding to the service and national norms;

2. To implement the regulations on environmental protection;

3. To take part in the expertise of the investment projects according to the development strategy and plan of the economic-technical service and the economic area zoning;

4. To implement the regulations on external relations, and in export and import;

5. To ensure the realization of the interests and obligations concerning the laborers in the Corporation as prescribed by law;

6. The Corporation is subject to the control, inspection and supervision of these agencies in the areas under the functions which the law has assigned to these agencies.

Article 43.- With regard to the local administration as State management agencies in the localities, the Corporation is subject to their State management and shall implement the administrative regulations and its obligations toward the People's Councils and the People's Committees at various levels as prescribed by law.

Chapter X

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 44.- The reorganization of the Corporation shall be proposed by the Managing Board, and the Prime Minister shall consider and decide.

Article 45.- The Corporation shall be dissolved when the Prime Minister sees no need to maintain it. On its dissolution, the Prime Minister shall set up the Dissolution Council of the Corporation. The remaining property of the dissolved Corporation, after all payments as required by the provision of law, shall belong to State ownership.

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

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

Chapter XI

IMPLEMENTATION PROVISIONS

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

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

1. Basing themselves on the Law on State Enterprises and the Statute of the Corporation, the member units of the Corporation shall, depending on their forms of organization, draft their own Organizational and Operational Regulations, and the General Director shall submit them to the Managing Board for ratification. The Statutes and Regulations of the member units of the Corporation must not be contrary to the Statute of the Corporation.

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

Article 50.- In case the documents of the Government, the Ministries, the ministerial-level Agencies, the Agencies attached to the Government, and the People's Committees of the provinces and cities directly under the Central Government, and the Decision on the establishment of the member enterprises provide otherwise than this Statute, this Statute shall be complied with if the Government so permits.

For the Government

The Prime Minister

I. LIST OF MEMBER UNITS OF THE VIETNAM GENERAL RUBBER CORPORATION

(at the time of establishment of the Corporation)

A. Independent-accounting State enterprises:

01. The Dong Nai Rubber Company

02. The Ba Ria Rubber Company

03. The Tay Ninh Rubber Company

04. The Tan Bien Rubber Company

05. The Phuoc Hoa Rubber Company

06. The Dau Tieng Rubber Company

07. The Binh Long Rubber Company

08. The Loc Ninh Rubber Company

09. The Dong Phu Rubber Company

10. The Phu Rieng Rubber Company

11. The Quang Tri Rubber Company

12. The Mang Yang Rubber Company

13. The Chu Se Rubber Company

14. The Chu Pah Rubber Company

15. The Chu Prong Rubber Company

16. The Eah'leo Rubber Company

17. The Krong Buk Rubber Company

18. The Kon Tum Rubber Company

19. The Construction Company

20. The Construction and Investment Consultancy Company(1)

21. The Rubber Production and Export Company

22. The Rubber Engineering Company

23. The Rubber Industry Company

24. The Rubber Technical and Capital Construction Company

25. The Financial Company

1. The Storage and Transport Enterprise

1. The Rubber Research Institute

2. The Dong Phu Engineering Workers School

3. The newspaper Vietnam Rubber

4. The Sanatorium of Rubber Workers

5. The Vocational Functional Rehabilitation Center

6. The Rubber Medical Insurance Company

II. LIST OF JOINT VENTURE UNITS WITH CAPITAL CONTRIBUTION FROM THE VIETNAM GENERAL RUBBER COMPANY(at the time of establishment of the Corporation)

1. The Vietnam-Soviet Joint Enterprise for Scientific Research and Experimental Production of Rubber (VISORUTEX)

2. The Vietnam-Taiwan Joint Enterprise for the Production of Sport Balls (GERU-YOUNG)

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(1) Old name: Construction and Investment Service Company

(2) Old name: Rubber Industry Bulletin.-