The DECISION of the MINISTER of INDUSTRY regarding the approval of the Statute of the Organization and activities of the Corporation the beer-Wine-Saigon beverage according to the model of the parent company-subsidiary INDUSTRIAL MINISTER pursuant to Decree No. 55/2003/ND-CP dated May 28, 2003 of the Government functions duties, powers and organizational structure of the Ministry of industry;
Pursuant to Decree 153/2004/ND-CP of the Government on 9 August 2004 on the Organization, management of State companies and State Corporation conversion, independent State companies under the parent company-subsidiary;
Pursuant to decision No. 37/2004/QĐ-BCN may 11, 2004 of the Minister of industry regarding the transfer Of the company the beer-Wine-Saigon beverage to organize and operate under the parent company-subsidiary;
Corporation's proposal for beer-Alcohol-Beverage Saigon (the Sheet number 93/2004/TTr-BODS on October 6th, 2004);
At the suggestion of the Director of personnel organization, decision: article 1. Accompanying this decision approving the Charter organization and activities of the Corporation the beer-Wine-Saigon beverage according to the model of the parent company-subsidiary.
Article 2. This decision has the effect after 15 days from the date The report.
Chief of the Department, the Chief Inspector, the Director, Bureau Chief of the Ministry, the Chairman of the Board, General Director Of the company the beer-Alcohol-Beverage Saigon and the heads of the relevant units responsible for the implementation of this decision.
 
CHARTER of organization and activities of the Corporation the beer-Wine-Saigon beverage according to the model of the parent company-subsidiary (attached to decision No 167/2004/QĐ-BCN on 9 December 2004 by the Minister of industry) chapter I GENERAL PROVISIONS article 1: definitions and terminology in the Charter In this Charter , the terms below are interpreted as follows: 1. The parent company's Total beer-Alcohol-Beverage Saigon, established by decision No 74/2003/QD-BCN 6 May 2003 by the Minister of industry, the operation of ñộng according to the law on State enterprises.
2. Subsidiary is the company due to the parent company holding shares, which dominates, the respondent is a member of the parent company include: a) the limited liability company, a Member State, operating under the enterprise law;
b) limited liability companies from two members, operating under the enterprise law;
c) company, operating under the enterprise law;
d) joint venture with foreign countries, operating under the law on foreign investment in Vietnam;
DD) member company independent accounting yet to convert the legal form or ownership, because the parent company holds the entire capital, operating under the State Enterprise Law;
e) overseas companies, operating under the foreign law and the provisions of the law on foreign investment in Vietnam;
g) type of companies under the provisions of the relevant laws.
3. Associated companies are companies in which the parent company has a stake, which presumably contributes not dominated, operating under the enterprise law, foreign investment law and the provisions of relevant laws.
4. The right to govern is the right decision or action of the parent company to subsidiaries, affiliate companies about Charter activity, key personnel, organizational management, display the field consumption, business strategy, investment orientation and other important matters are specified in the company's Charter affiliate company, and rule of law.
Conditions for the parent company has the right to govern the subsidiary's parent company, as owners, shareholders, members, which is over 50% of the capital stock of the subsidiary;
Conditions for the parent company has the right to govern the affiliate company is the parent company owned "brand products", "technological know-how", "market" of the affiliate company and recorded in the company's Charter.
5. the dominant stock, capital stock or is dominant shares of the parent company constituted over fifty percent (50%) of the company pursuant to the principal, or the company, along with other affiliate companies accounted for a proportion of that under the provisions of the law and the Charter of the company enough to make the right parent company govern with respect to that company.
6. the representative of the owner of the parent company's industry Ministry, the Agency decided to set up the parent company and capital investment decisions for the parent company, all the Department of the Prime Minister.
7. investment profit is the profit that the parent company earned from investment activities outside the parent company.
8. investing outside the parent company's investment in the capital of the parent company in the capital of its subsidiaries, related companies, and the other form as specified by law.
Article 2. The name, form, headquarters, the company's legal parents 1. Full legal name of the parent company: General beer-Alcohol-Beverage in Saigon.
2. Trade name in English: SAIGON BEER-ALCOHOL-BEVERAGE CORPORATION.
3. Short name in English: SABECO.
4. The headquarters of the parent company: 187 Nguyen Chi Thanh, District 5, Ho Chi Minh City.
5. Representative Office of the parent company located in the city of Hanoi.
6. Form of the organisation, legal personality: a) is the parent company Of the company the beer-wine-country in Saigon was established by decision No 74/2003/QD-BCN 6 May 2003 by the Minister of industry, be organization and operation model of the parent company-subsidiary under decision No. 37/2004/QĐ-BCN may 11, 2004 of the Minister of industry , is owned by the State company the entire Charter capital; Direct parent company business and financial investments in subsidiaries, associated companies.
b) parent company having legal personality, individual name, its own stamp and account currency, foreign currency at banks in the country and abroad;
c) parent company has operating and management apparatus, is headquartered in the country; have the rights and obligations of the company under the provisions of State Law, State-owned enterprises operating under the rules of the parent company and the rule of law;
d) parent company capital and own property, responsible for the debts by the entire assets of the parent company;
parent company) has the right to own, use and dispose of for the name, the symbol of the company's own mother, as prescribed by law.
7. The parent company is responsible for inherited the legal rights and obligations of the Corporation of beer-Alcohol-Saigon beverage before.
8. the combination of the parent company-subsidiary does not have legal personality.
Article 3. Goals, objectives of mother company 1. Profitable business, preserve and develop the equity allocation, investing in the parent company and complete the tasks assigned by the Minister of industry;
2. Maximize the performance of the parent company and the parent company-subsidiary.
Article 4. The scope of activities, the mission and business lines 1. The scope of activities of the parent company include: the production and business activities on the territory of Vietnam and foreign countries under the provisions of the law.
2. The main task of the parent company: direct production of beer, wine, soft drinks and other professions as stipulated by law; implementation of rights and obligations of the owner for the capital investment in subsidiaries, associated companies.
3. Lines of business: a) production types: beer, wine, soft drink, supplies, material, equipment, spare parts are related to the production of beer, wine, soft drinks; the aromas to produce juice, beer, wine, soft drinks; the type of packaging, labels for beer, wine, soft drinks;
b) import and export product types: beer, wine, soft drink, supplies, material, equipment and spare parts; aromatherapy, backbone water to produce beer, wine, soft drinks;

c) investment services, consulting, creating investment capital; research training and technology transfer, design, fabrication, construction, installation of equipment and specialized works of beer, wine, soft drinks;
d) business hotels, travel, fairs, exhibitions, information, advertising;
DD) produced khoén button; transport of goods; treasure contains products, packaging, bottle safety deposit box;
e) extraction, production, sales of mineral water and mud products nature; cold storage business;
g) produced mechanical products; fabrication and erection of steel structures; manufacture roofing-Purlin steel; installation of mechanical equipment, electricity, water and public works; Civil and industrial construction; construction techniques of urban infrastructure and industrial zones; mining and water supply; consulting, design and technology transfer; production of cloth bags, leather and imitation leather for export; for rental of premises, factories and warehouses;
h) investment in the construction industry; the real estate business, House, Office, commercial centre, services;
I) business other professions as stipulated by law.
Article 5. Capital of the parent company's Charter capital of the parent company as of 31 December 2003 is 2,950,754 million (two thousand nine hundred and fifty billion, seven hundred and fifty million investment). When increasing or decreasing Charter capital, the parent company must be registered with the business registration agency and the announced Charter capital was adjusted.
1. The capital of the parent company include: capital investment by the State, which had the additional order from results of business activities, the legal capital (if any) in the parent company and investments in subsidiaries, associated companies.
2. The total capital, the sources of capital and any increase/decrease capital of the parent company are reflected in the balance sheet of the parent company in accordance with the law.
Article 6. Relations with State bodies and local authorities 1. The parent company under the management of the Ministry of industry as the representative body of the State stake holders have the rights and obligations attached to the State capital investments in the parent company and its subsidiaries, associated companies;
2. The parent company under the State management, professional management of the other State management bodies in accordance with the law;
3. The parent company performed the obligations with local government headquarters the parent company under the provisions of the law.
Article 7. Organization of the Communist Party of Vietnam and the social-political organization in the Vietnam Communist party organizations, unions, political organizations, other social-political in the parent company operates according to the Constitution, the law, the Charter of the Communist Party of Vietnam, the trade union organization's Charter and the Charter of the political organization , social-political, in accordance with the Constitution and the law.
Chapter II RIGHTS and OBLIGATIONS of the PARENT COMPANY article 8. Rights and duties of capital and assets 1. The parent company has the rights to property: a) made the right to possess, use, dispose of the assets of the parent company and other rights to property under the provisions of the civil code and the provisions of the law;
b) management and use of the property's water, land, investment by the State resources for the parent company in accordance with the law to business operations and perform public activities when the State required, order;
c) changing the structure property for business development;
d) conversion, transfer, lease, mortgage, pledge of assets administered, use of the parent company; excluding the assets under the decision of the Ministry of industry and other regulations by law;
DD) investment outside the parent company under the form of purchase of bonds, stocks, venture, capital contribution, transfer of capital and the other form as specified by law;
e) make the right owner for the capital investment in subsidiaries, associated companies based on the basis of this regulation, the financial regulation of the parent company, Charter of the company, associated companies and the rule of law;
g) decide ownership of the parent company when making the switch in ownership state companies have yet to make the switch as specified by law;
h) exercise their rights and enjoy other benefits with respect to the assets of the parent company in accordance with the law.
2. The parent company has the obligation of capital and assets: a) use effective, optimize the profit from the land, capital and other resources invested by the State;
b) civil responsibility by the entire assets of the parent company;
c) perform other obligations from the assets of the parent company in accordance with the law.
3. State not to move the State capital investments in the parent company and other assets, capital of the parent company according to the method of non-payment, except where the decision to reorganize the parent company or production activities, providing the products, public service.
Article 9. Business rights and obligations 1. The parent company has the following business right: a) in addition to the trades by the State Affairs, are the trades that business not prohibited by law; expand business scale according to the ability of the parent company and the needs of the market;
b) Organization of production, business, organizational management according to business requirements and ensure effective business;
c) Self selected markets, customers, contract signing;
d) direct export and import; excluding those items prohibited for export or import in accordance with the law;
DD) branch, Representative Office of the parent company in the country, abroad in accordance with the provisions of the law;
e) decide the purchase price, the sale price of products and services, except for the products, services, pricing by the State;
g) investment project decisions under the provisions of the law on investment; use of capital, the assets of the parent company to venture, linking, which is prescribed by law; choice of schemes investing in subsidiaries, associated companies, investment companies, new affiliate companies; rent, buy part or all of the other companies, and other investment forms outside the parent company;
h) have the right to reject and denounce all requests to provide the resources that are not regulated by any individual, agency or organisation; except for the account of voluntary contributions for humanitarian purposes and public utility;
I) have the right to refuse the inspections, checks are not in accordance with the provisions of the law;
k) Election of officers, the staff abroad to study, work; invited and welcomed foreign business partners;
l) selection, hiring, layout, use, labor training, the choice of the form of salary, bonus and have the other rights of the employer under the provisions of the labor law and the other provisions of the law; is entitled to decide on salary and bonuses for workers on the basis of the unit price on the product unit wages or costs of service and efficient operations of the parent company;
m) construction, application of technical-economic norms, labour, materials, price and salary costs on the basis of ensuring the business performance of the parent company and in accordance with the provisions of the law;
n) are protected for all of the objects of intellectual property, the name, the logo of the parent company in accordance with the law;
o) other rights in business under the provisions of the law.
2. The parent company has business obligations are as follows: a) business registration and trading correct registered trades; ensure the quality of products and services provided by the parent company to follow the registered standards;
b) build business development strategies of the parent company and the strategic direction of the company;
c) implementation of the provisions of the law on the protection of the security, Defense; order, social security; resource, environment protection; historical, cultural, scenic, landscape;

d) innovation, technology and modernized management methods;
DD) perform statistical reporting, periodic reports under the provisions of the law and the extraordinary report at the request of the Ministry of industry; responsible for the authenticity of the report;
e) performed the obligation for workers under the provisions of the labor law, guarantee for workers involved management of the parent company;
g) subjected to testing, monitoring of the Ministry of industry; in compliance with the regulations regarding the inspection, examination of financial institutions, State Auditor and of the competent State agencies as prescribed by law;
h) responsible to the Ministry of industry on the use of capital to join the project, establishment of subsidiaries, associated companies and other investment forms outside the parent company;
I) other obligations in the business under the provisions of the law.
Article 10. Rights and obligations in the financial management 1. The parent company has the right financial management: a) the self mobilization of capital to business under the form: bonds, bills, promissory notes, the parent company; loans of the banks, credit institutions, other financial organisations, of the individuals, the Organization in addition to the parent company; capital mobilization of workers in the parent company and other financing forms prescribed by law. Financing business to follow the principle of self responsibility, ensuring effective use of capital, not changing the form that owns the parent company;
b) decide to revoke a depreciation rate of capital quickly but must ensure the minimum offset wear and tear of tangible, intangible reality of depreciation of assets and did not lower the minimum depreciation rates prescribed by law;
c) using the equity of the parent company for the business activities of the parent company and its subsidiaries, associated companies; the use of capital and the funds of the parent company are made according to the principle of having a refund;
d) Was spent on renovation initiative award, technical improvement, management and technology; increase workforce productivity bonus, bonus material and cost savings. The bonuses are accounted into the costs of doing business on the basis of ensuring the effectiveness of the parent company's business thanks to these innovations, technical improvement, management, technology, labor productivity increases, saving materials, the cost of bringing back;
DD) enjoy the preferential investment or reinvestment according to the rule of law;
e) not filed income tax returns for investment gains if the subsidiary, affiliate or business income tax already paid before the divided party, which is;
g) after tax and offset the losses of the previous year are not deducted from the profit before tax, the parent company is entitled to use the profits made by the parent company and the investment profit earned from investments in subsidiaries, associated companies, quoted in financial backup funds the reserve fund, lost work, the reward Fund, Welfare Fund and other funds under the provisions of the law; the rest is used for additional investment capital for the parent company in accordance with the law; principles, the extent of use and cite specific provisions in the financial regulation of the parent company;
h) is entitled to use the capital of the State of the conversion by the owner of the company's independent accounting members not yet converted, dependent accounting units parent company;
I) decided the election, change, dismissed, reward, or discipline, regulated regime and other benefits are related to the representative shares of the parent company in its subsidiaries, associated companies under the provisions of the Charter and the provisions of the law;
k) the investment decisions, capital contribution; adjust the rate, increase, reduction of capital, the capital of the parent company in its subsidiaries, associated companies;
l) monitor, check the use the parent company's investment in subsidiaries, associated companies; responsible for effective use, conservation and development investment stake out the parent company;
m) Currency risk and income from the investment in subsidiaries, associated companies;
n) other rights on financial management in accordance with the law.
2. The parent company has the following financial management service: a) profitable, ensure the target rate of profit on capital invested by the State Ministry of industry affairs;
b) financial autonomy, self balance revenues, effective use of business capital, including shares in subsidiaries, associated companies;
c) register, Declaration and filed enough taxes, make other financial obligations prescribed by law;
d) management, the effective use of business resources (including part of capital investments in subsidiaries, associated companies), water, land, natural resources and other resources invested by the State for the parent company;
DD) uses capital and other resources to perform public activities on the basis of the contract and other special missions when the requesting State;
e) made the right mode and the regulations on the management of capital assets, the Fund; accounting, accounting, audit mode in accordance with the law; responsible for the truthfulness and legality of financial operations of the parent company;
g) make financial reporting of the parent company; consolidated financial statements of the parent company and its subsidiaries; public annual financial and other information to assess the honesty about the activities of the parent company;
h) Establish accounting books; Notes accounting books, invoices, vouchers; periodically report the correct, full of information about the parent company's financial statements and the parent company with the business registration agency, tax authorities, financial institutions and the Ministry of industry under the rule of law and responsible for the authenticity of the report;
I) other obligations on financial management in accordance with the law.
Article 11. Rights and obligations when engaging public activities 1. The parent company has the right to participate in public activities when: a) production, supply products, public service on the basis of tenders;
b) Are considering additional investment which correspond to the public mission, planned by the State;
c) Be compensated for reasonable costs of serving public interest activities and ensure benefits for workers, from fees or revenue by providing products, service for the case cannot follow the bidding method. The case of the revenues are not enough to offset the cost, the State budget was granted offset disparities and ensure adequate benefits for workers;
d), apply the cost limit, the unit cost in the price of wages made the bid, in estimation by the State order or plan;
DD) other rights when engaging public activities under the provisions of the law.
2. The parent company has the obligation to join public activities: a) consumption of the product, provision of services, public utility rates and charges by State regulations, for public activities under the order or delivery of State plan;
b) responsible to the Ministry of industry of public activity results due to the parent company;
c) responsible to the customer, before the law on product quality, public service due to the parent company;
d) other obligations when engaging public activities under the provisions of the law.
Chapter III organization, PARENT COMPANY MANAGEMENT Item 1 ORGANIZATIONAL STRUCTURE of MANAGEMENT article 12. The management structure of the parent company 1. The parent company has the management organization structure, including: operating a) the Board;
b) Control Board;
c) Director General;
d) The Deputy Director;
DD) Chief Accountant;
e) assisting apparatus.

2. In the course of business activities, organizational structure and management of the parent company can have adjustments to match the requirements and to complete the company's business goals.
Section 2 the BOARD article 13. The Board 1. The Board is representative of State owner directly in the parent company; is the owner of the subsidiary in which the parent company owns the entire capital stock and shares of the parent company in other enterprises;
2. The Board has the right to the name of the parent company to decide all matters related to the identification and implementation of the goals, the tasks and rights of the parent company, excluding the jurisdiction issue, the responsibility of the Ministry of industry and the other State management bodies; responsible to the Ministry of industry and before the law of all activities of the parent company and the parent company-subsidiary;
3. The Board consists of five (5) members, at least two (2) members are dedicated. Chairman of the Board and member of the head of supervisory board members are dedicated;
4. The Chairman and the members of the Board by the Minister of industry of appointment, dismissal, reward, or discipline, as stipulated by the law and this Charter;
5. The term of the President and the members of the Board is five (5) years. The Chairman and the members of the Board may be appointed;
6. The Board Office use, the Professional Committee of the parent company and a permanent Division to help yourself. Permanent parts perform tasks by the Chair of the Board assigned. The Board can use the advice in performing his duties, function.
Article 14. The duties and powers of the Board the Board is responsible, the following powers: 1. To receive, manage and effective use of capital, land, resources and other resources by the owner of State investment for the parent company.
2. The members of the Board are jointly responsible to the Minister of industry, and before the law about the decision of the Board, the results and performance of the parent company and the parent company-subsidiary.
3. Decide on the following issues: a) decide the development strategy, long term plan, annual business plans, business activities of the parent company, subsidiaries, by the parent company that owns the entire Charter capital, accounting units, business units; the decision means project business of the subsidiary by the parent company that owns the entire Charter capital or shares, which dominates;
b) decided to use the parent company's capital to invest in established companies are limited liability companies state a member and buy the shares, raising capital in other enterprises worth up to twenty percent (20%) of the total value of property left on the parent company's accounting books and in accordance with the provisions of the law on investment , construction;
c) decide the project, sold the assets of the parent company are worth up to twenty percent (20%) of the total value of property left on the parent company's accounting books and in accordance with the provisions of the law on investment, hierarchical construction; for the Director-General decided on according to the contents of the plan to be approved by the Board annually; d) decided the contract of loan, lend, rent, lease, to the Director General;
DD) decided to mobilize capital approach to running the business but do not alter the form of ownership of the parent company;
e) decided to set up branches, representative offices of the parent company in the country and abroad in accordance with the provisions of the law;
g) decided to approach the organization management, business organization, staffing and use management; recruitment, planning, labor training, distribution of wages, bonuses of the parent company;
h) promulgating the rules of internal management; the regulations for the sale of materials, raw materials, goods, and services, to carry out the parent company;
I) recruit, sign the contract, terminate the contract or appointment, dismissal, resignation and decide his salary for the ceo after the approval of the Minister of industry;
k) selection, signing the contract, terminate the contract or appointment, dismissal, resignation and decide his salary for Deputy General Director and Chief Accountant of the parent company as proposed by the Director General;
l) through the appointment, dismissal, resignation or decision on the signing of the contract, termination of contract, salary decision for the Director and the Chief Accountant of the company is State-owned companies have yet to convert the legal form or ownership, business units of parent company; Head of Division, Branch Manager, Branch Office of the parent company; Director of accounting unit depend to parent company General Manager decided;
m) selection, appointment, resignation, resignation and decided the salary for the company President or Chairman of the Board and the members of the Management Board of the company is the limited liability company a Member State;
n) decided the election, change, dismissed, reward, or discipline, allowances and other benefits for the representative shares of the parent company in its subsidiaries, associated companies under the provisions of the Charter and the provisions of the law;
o) make the rights and obligations of the owner in respect of the subsidiary in which the parent company owns the entire Charter capital in accordance with the corporate law, business law and the other provisions of the law;
p) tasked and requested the representative of the parent company's stake in the subsidiary, affiliate or reporting periodically or irregularly on the financial situation, the use of which the parent company, business results and other content in our subsidiaries, associated companies;
q) through the annual financial statements of the parent company, subsidiaries, by the parent company that owns the entire Charter capital; consolidated financial statements of the parent company and its subsidiaries; plans to use the profits after tax or handling of the losses in the course of the business of the parent company before the Ministry of industry, Ministry of finance; approval to use the profit of the subsidiary by the parent company that owns the entire Charter capital;
r) approval of the technical-economic norms, product standard, the unit cost of salary applicable in the parent company and the subsidiary by the parent company that owns the entire Charter capital;
s) through active regulation, plan the work of six (6) months and annually by the Supervisory Board, at the suggestion of the Chief control;
t) approved the Charter of organization and activities of the subsidiary by the parent company that owns the entire Charter capital; the Charter or bylaws of organization and activity of the accounting units, business units;
u) inspection, supervision Of the Director in the performance of functions and duties in accordance with the law on State enterprises, this Charter and the resolutions, decisions of the Board;
v) test monitoring, the Chairman, the members of the Board or the company President and Chief Executive Officer (Managing Director) the subsidiary by the parent company that owns the entire Charter capital, accounting units, business units and a representative of the parent company's shares in other businesses in the performance of the functions under tasks, timeframes of the State Enterprise Law and this Charter.
4. Recommendations to The industry: a) approving rules of organization and operation of the parent company, the amendments and supplements to the rules of organization and operation of the parent company;
b) approved long-term development direction, reorganized, merged, merge, split, convert, owner of the parent company;

c) decided to mobilize capital projects lead to change the owner of the parent company;
d) decided to use the capital of the parent company to invest in establishment of companies limited liability company is a Member State, decide the project, buying stock, raising capital to other enterprises, sold the assets of the parent company's worth on the twenty percent (20%) of the total value of property left on the parent company's accounting and conformity with the provisions of the law on investment, construction;
DD) Organization, the decision to dissolve, change ownership for the subsidiary's State companies have yet to convert the legal form or ownership, the limited liability company a Member State due to the parent company owns the entire Charter capital;
e) decided to accept voluntary business participation made the unit members of the parent company;
g) supplements, alternative, dismissal, discipline, rewarding the members of the Board of the parent company;
h) approved the selection, appointment, resignation or the labor contract, ending labor contracts, salary decisions, reward, or discipline for the ceo of the parent company.
5. Recommendations to the Ministry of industry, the Ministry of finance to review and approve the financial regulation of the parent company in accordance with the law.
6. Requests the Director General of the petition for bankruptcy when the parent company in bankruptcy under the provisions of the law.
7. The rights, obligations and duties under the provisions of the law, the decision of the Ministry of industry and this Charter.
Article 15. Working modes of the Board 1. The Board working under collective mode in a meeting at least once in a quarter to consider and decide on these issues in the mission, their powers. The Board could have extraordinary meeting to solve urgent problems of the parent company by the Chair of the Board, General Director or above fifty percent (50%) of the total membership of the Board.
2. The Chairman of the Board convening and chairing the meetings of the Board. The case of absence, the Chairman of the Board delegated to other members of the Board chaired the meeting. In the case of the Chairman of the Board is not authorized then the members will choose a member of the Board presiding the meeting 3. The documents of the meeting of the Board shall be sent to the members of the Board and delegates are invited to attend the meeting (if any) before the date of the meeting at least five (5) days.
4. Form through resolutions, decisions of the Board are made by one of the two following ways: a) the voting at the meeting of the Board;
b) writing opinions in cases that don't need the organization meeting.
5. The meeting or the written opinions of the members of the Board are considered valid when at least two thirds (2/3) of the total members of the Board attended.
6. Resolutions, decisions of the Board in effect when there are over fifty percent (50%) of the total membership of the Board voting or commenting. The case of the votes equally, then the party has the votes of the President of the Board's decision.
7. content of the issues discussed, the opinions, voting results, the decision is the Board through and the conclusions of the meeting of the Board must be recorded into the minutes. Chairperson and Secretary of the meeting to jointly take responsibility for the accuracy and honesty of Board meeting minutes.
8. With regard to the issue of the need to decide soon which could not convene a meeting of the Board or can not get the opinion in writing, shall be dealt with promptly by the Italian Association mode between the Chairman of the Board, ceo and Chairman of the Control Board, then report back to the Board during the meeting closest to 9. Resolutions, decisions of the Board are compulsory enforcement for the entire parent company.
10. In case the opinions of other Board members with the resolutions and decisions adopted by the Board, the members of the Board that has the right to reserve the comments personally, but still have to approve the resolution, the decision has been passed by the Board.
11. members of the Board have the right to request the Director General, Chief Accountant, Manager of the parent company provides the information, material about the financial situation, the activities of the parent company under the information specified by the Board or by resolution of the Board. People are asked to provide information must provide the information promptly, fully and correctly in accordance with the request of the members of the Board.
12. The Board uses operating apparatus and the seal of the company to perform its tasks.
13. the operational costs of the Board (including salary and allowances for the members of the Board; the permanent Division advised the Board of management) is calculated on the cost management of the parent company in accordance with the law.
Article 16. Standard terms and conditions for members of the Management Board members of the Board must meet all the following conditions and criteria: 1. Vietnam citizens, resident in Vietnam;
2. a University qualified, capacity management and business;
3. health, good moral quality, honest, incorruptible, conscious understanding and observance of the law;
4. Not subject to prohibited service management, enterprise operating under the provisions of the law.
Article 17. Resignation and replacement of Board members 1. Members of the Board of Trustees was dismissed in the following cases: a) Were convicted by court judgment or decision has legal effect;
b) incompetent, undertakes the work assigned, is lost or is limited capacity for civil acts;
c) dishonest in enforcement duties, powers or taking advantage of the prerogatives, powers to profit for themselves or for others; dishonest reporting the financial situation of the parent company;
d) material breach of the resolution, the decision of the Board, the rules of the parent company;
DD) To the parent company loss of two (2) consecutive years or did not meet the target rate of profit on capital invested two years in a row or in a State of interest-hole interlace each other but not overcome; except in the case of losses or reduce the rate of profit on capital invested due to unforeseen reasons were justified and approved by Ministry of industry; except in the case of investment in expanding production, technological innovation.
2. members of the Board to be replaced in the following cases: a) resignation;
b) when deciding what move or job to another.
Article 18. Salary, bonus, allowances of the members of the Management Board 1. The dedicated members of the Management Board entitled to annual salary and bonus as a result of the business of the parent company, according to the decision of the Ministry of industry, in accordance with the provisions of the law;
2. part-time members responsibility allowance and bonus as applicable to the professional members;
3. The salaries, allowances of liability (if any) are monthly advance for the members of the Board and the annual settlement;

4. annual bonuses are calculated on the basis of the results of the annual sales of the parent company. Bonus last year private tenure is calculated based on the results of that year and the result of growth of both terms. The annual bonus paid in part for the members of the Management Board at the end of the year, the rest was paid for members of the Board after the end of the term.
Article 19. Chairman of the Management Board 1. Chairman of the Board President Chief not Director of the parent company.
2. The Chairman of the Management Board has the following rights and duties: a) on behalf of the Board of capital newsletter, resources, land and other resources by the owner of State investment for the parent company; management of the parent company as determined by the Board;
b) research strategy development, long-term planning, large-scale investment projects, the innovative approach the Organization, key personnel of the parent company, for submission to the Board;
c) programming, the plan of activities of the Board; program decisions, the content of the meeting and the meeting documents, convene and preside the meetings of the Board;
d) on behalf of the Board to sign the resolutions, decisions of the Board;
DD) organization assigned the task to the permanent staff, the Division helps the Board of management;
e) monitor and supervise the implementation of the resolutions and decisions of the Board; has the right to suspend the decision of the Director General as opposed to the resolution, the decision of the Board;
g) make other rights according to hierarchy, authorized by the Board and the Minister of industry.
3. In addition to the standards of the members of the Management Board, the Chairman of the Board must have at least three (3) years of management, accounting business operating independently in the industry of beer, wine, soft drinks.
4. The appointment, resignation and recall, reward, or discipline for the Chairman of the Board, is made as to the mechanisms applicable to the members of the Board.
5. Salary, bonus, responsibility allowances of the President of the Board of management are applied as for the members of the Board of professional responsibility.
Category 3 CONTROL BOARD article 20. Control Board 1. The Board established the Control Board consists of 5 members. The Board decided the election of members of the Board as head of the Control Board. Chairman of the Board, General Director, Deputy Director, Chief Accountant not cum Head control. The other members of the Control Board because the Board selection, appointment and dismissal, which has 1 members by the Union's parent company.
Control Board members must ensure the following conditions and criteria: a) resident in Vietnam;
b) University degree in economics, finance and accounting, auditing;
c) Have health, good moral quality, honest, incorruptible, consciously obey the law;
d) Control Board members work in dedicated mode not simultaneously undertake the leadership positions in the State apparatus;
DD) spouses, parents, children, siblings, brother of the members of the Board of control was not keeping the titles of members of the Board, General Director, Chief Accountant, Treasurer at the parent company and the subsidiary by the parent company that owns the entire capital.
2. The term of the Board of control under the term of the Board. Control Board members are entitled to salary, bonus due to the decision of the Board under the provisions of the law on salary, bonus, and the law on State enterprises.
3. Operating costs, working conditions of Control Board and Control Board members are made by the decision of the Board and by the parent company guarantee.
Article 21. The duties, powers and responsibilities of the Supervisory Board Supervisory Board operates under bylaws approved by the Board, whose task, authority, responsible for the following: 1. Inspect, supervise the legality, accuracy and honesty in management, business operations, operating in the Ledger records financial reports, and the observance of the financial regulation, the rules of the parent company, resolutions, decisions of the Board, the decision of the Chairman of the Board for the parent company and the subsidiaries by the parent company to invest the entire Charter capital;
2. Perform the duties assigned by the Board of management, Board report monthly, quarterly, year and work on the test results, monitoring; timely detection and report of the Board about the unusual activity, contrary to the rules of corporate governance or signs violate the law;
3. do not reveal the test results, monitoring when not yet allow the Board; responsible before the Board and before the law about the deliberate acts of ignoring or covering up the abuses;
4. Be responsible before the Board and before the law about the whole operation of the Control Board.
Article 22. The working mode of the Control Board 1. Control Board worked according to the principle that mix between work and collective responsibility with the working mode and the personal responsibility of each Member;
2. The members of the Board of control shall report in writing to the Secretary of the Board of control on the results of the work are assigned to the Control Board;
3. Control Board members have the right to retain personal opinion and has the right to his own opinion report with the Board;
4. Control Board is responsible for building regulations, planning the work of six (6) months and annually by the Board, for submission to the Board through;
5. the head of the organization directly control the inspection, monitoring these complex cases; Organization, assigned tasks to each Member, direct examination, supervision of other important things; management, direction and assigned task for the internal audit according to the regulations of the Board and the law on internal audit;
6. The conclusions of the Board of supervisors about the inspection, monitoring, before submitted to the Board, to be discussed in the meeting of the Supervisory Board and must be on the fifty percent (50%) of the members approval.
Item 4 DIRECTOR GENERAL ASSISTING APPARATUS and Article 23. General Director General Director by the Board of selection, appointment, resignation or signing the contract, terminate the contract after it was approved by industry Minister.
The General Director is the legal representative, the daily operations of the parent company according to the goals, plans, consistent with the Charter company and the resolutions, decisions of the Board; responsible to the Board, before the law on the implementation of the rights and duties assigned.
Article 24. Standard General Manager General Manager must meet the following conditions and criteria: 1. Resident in Vietnam;
2. Have the capacity of business and corporate management organization; University level; have expertise on corporate governance; at least three (3) years experience managing, operating independent accounting business in the industry of beer, wine, soft drinks;
3. health, good moral quality, honest, incorruptible, understanding the law, observance of the law;

4. If the Director of the State company, never violated the discipline to the extent that dismissal, resignation or to the company suffered losses of two (2) consecutive years or did not meet the target rate of profit on capital invested two years in a row or in a State of interest-hole interlace each other but didn't fix , except in the case of losses or reduce the rate of profit on capital invested due to unforeseen reasons were justified and be approved by the competent authority; except in the case of investment in expanding production, technological innovation;
5. Not subject to prohibited business management, in accordance with the law.
Article 25. Selection, appointment, resignation, labor contract, termination of labor contracts, replacing Director General 1. The Director General is appointed or contracted with a maximum time limit of five (5) years and may be appointed or signed the contract.
2. The Director General was dismissed, ending the contract before the deadline in the following cases: a) If the parent company loss of two (2) consecutive years or did not meet the target rate of profit on capital invested two years in a row or in a State of interest-hole interlace each other but didn't fix , except the hole or the reduction of the rate of profit on capital invested due to unforeseen reasons were justified and approved by Ministry of industry; except in the case of investment in expanding production, technological innovation;
b) parent company in bankruptcy but not filed the bankruptcy petition as prescribed by law;
c) dishonest in enforcement duties, powers or taking advantage of position and powers to profit for themselves or for others; report the dishonest company financial situation;
d) did not complete the tasks or targets by the Board or don't complete the obligations under the contract. Violation of the resolution, the decision of the Board, the regulation of the management of the parent company;
DD) Were convicted by court judgment or decision has legal effect;
e) lost or limited capacity for civil acts.
3. The Director General was replaced in the following cases: a) resignation or voluntary termination of contract;
b) when deciding what move or job to another.
Article 26. The duties and powers Of the Director General Director has the following powers and duties: 1. the annual plans of the parent company, capital mobilization projects, investment projects, venture approach, of linking the parent company; project management organization, internal management rules, functions and tasks of the air company's mother; labor training planning; salary distribution plans, the bonus of the parent company; the combined approach the business of subsidiaries, associated companies to the Board, the Chairman of the Board;
2. Prepare the annual financial report to the Board through;
3. Construction of the technical-economic norms, product standard, the unit cost of salary, price products, services, consistent with the State's regulations, for submission to the Board for approval; implementation and testing of the units in the parent company made the norms, standards, price regulation;
4. the recommendations of the Board appointment, dismissal, resignation or signing the contract, termination of contract, reward, discipline, salary decision Deputy Director, Chief Accountant of the company;
5. Recommendations of the Board sent the representative shares of the parent company in the other business under the provisions of the Charter and the provisions of the law;
6. the recruitment decision, sign the contract, terminate the contract or appointment, dismissal, reward, or discipline, decided the salary and allowances for the following titles: a) Director and Chief Accountant of the company is State-owned companies have yet to convert the legal form or ownership , business units of parent company; Head of Division, Branch Manager, Branch Office of the parent company; Director of accounting units dependent parent company after the approval of the Board;
b) Deputy head (ban), Deputy Director, Office of the parent company; Deputy Director of the accounting unit dependent of the parent company and the equivalent titles of the parent company;
c) Deputy Director of the subsidiary's State companies have yet to convert a legal form or ownership, business units of parent company as proposed by the Director of the company and the business units;
d) other management titles of the parent company according to the hierarchy of the Board.
7. Recommends the Board approve the Charter organization and activities of the subsidiary by the parent company that owns the entire Charter capital in accordance with the law;
8. the implementation of investment projects, capital contribution, purchase of shares in subsidiaries, associated companies and other companies; sale of the assets of the parent company; the contract of loan, lend, rent, lease, according to the decision of the Board is consistent with the provisions of the Charter and the provisions of the law;
9. the representative of the parent company signed economic contracts, labor, civil and other transactions of the company under the jurisdiction and according to the hierarchy of the Board consistent with the provisions of the Charter and the provisions of the law;
10. Implementation of business plans, investment plans; the solutions market development, marketing and technology; the business operations of the parent company and the business coordination plan with subsidiaries, associated companies in order to implement the resolutions and decisions of the Board; the report before the Board on the results of operations of the parent company, made the public disclosure of the financial statements of the parent company in accordance with the law;
11. Attend the meetings of the Board; the report before the Board and the management bodies of State authority on the results of operations of the parent company periodically and when required;
12. Subject to the checking, monitoring of the Board, the Board of control, the State administration competent for the performance of functions and duties in accordance with the rules of the parent company and the rule of law;
13. Is the decision to adopt necessary measures in cases of emergency and to immediately report to the Board and the competent State agencies;
14. The rights and duties stipulated in the Charter, according to the resolution, the decision of the Board and the management rules of the parent company.
Article 27. Salary, allowances, bonus responsibility of Director General the Director General was entitled to pay by year. Salary and bonuses corresponding to the business performance of the parent company by the Board of the decision or according to the contract signed. The salary is the advance monthly, annual settlement. The annual bonus is calculated based on the results of the year of the parent company, payment of a part at the end of the year, the rest is paid after the end of the term; bonus last year private tenure is calculated based on the results of the business year and results growth of both terms.
Article 28. Deputy Director, Chief Accountant and assisting apparatus

1. Deputy Director General of the parent company by the Board of selection, appointment, resignation or signing the contract, termination of contract, reward, discipline, salary decisions according to the proposals of the Director-General with the duration of appointment or contract for a maximum of five (5) years and may be appointed or signed the contract. Deputy General Director of help Of parent company ceo according to assigned and delegated by the Director General; responsible to the Director General and the law on the duties Of Director or authorized;
2. Chief accountant by parent company the Board of selection, appointment, resignation or signing the contract, termination of contract, reward, discipline, salary decisions according to the proposals of the Director-General with the duration of appointment or contract for a maximum of five (5) years and may be appointed or signed the contract. Accountants have a duty to oversee the Organization of accounting, statistics of the parent company; help the General Director of the financial monitoring in the parent company according to the law on accounting, finance, statistics; responsible to the Director General and the law on the duties assigned or authorized;
3. The Office and the Board of Professional Affairs of the parent company, has a staff function, assist the Board, the Director General in management, operating parent company;
4. the salary, allowances, bonuses of Deputy Director, Chief Accountant and the other management titles of the parent company by the Board of Trustees decided in principle as applied to the Director General.
Article 29. Dependent accounting units, business units of parent company 1. Dependent accounting units, business units of parent company made the hierarchical mode due to the parent company's accounting regulations;
2. Is the right to sign economic contracts, perform business activities, financial activities; scientific research, training, and technology transfer; Organization and personnel according to the hierarchy of the parent company specified in the Charter or bylaws of organization and operation of each unit by the Board of the parent company for approval. The parent company is responsible for the financial obligations incurred by dependent accounting units, business units.
Section 5 of RELATIONS and OBLIGATIONS, the RESPONSIBILITY of the BOARD, GENERAL DIRECTOR of MANAGEMENT and administration in the PARENT COMPANY article 30. The relationship between the Board and the Director General in management, operating parent company 1. When the implementation of the resolutions and decisions of the Board, if the issue is not beneficial for the parent company, the Director-General to report to the Board for review to adjust the resolution or decision. The Board is considering the proposal of the Director General. The case of the Board not to adjust the resolution, decision, the ceo still has the responsibility to implement but has the right to reserve the comments and recommendations up to the Minister of industry;
2. within fifteen (15) days following each month, quarter and year, the Director General shall report in writing to the Board about the situation in the business operations and business direction in the period of the parent company;
3. The Chairman of the Board to attend or send representatives of the Board to attend Committee meetings, the meeting prepared the project to the Board chaired by the Director General, to prepare content. Chairman of the Board or Board representative attending the meeting have the right statements donate comments but do not have the right to conclude the meeting. The case Of the Director is not a member of the Management Board shall be invited to attend meetings of the Board, was the right speech but do not have voting rights;
Article 31. Obligations, responsibilities of the President of the Board, the members of the Management Board, the Director General 1. Chairman of the Board, the members of the Board, General Director is obliged to: a) perform honest, responsible for the powers and tasks for the benefit of the parent company and of the State;
b) are not taking advantage of position and authority, the use of capital and assets of the parent company to profit for themselves and others; not be property of the parent company for others;
c) during ongoing responsibility as Chair of the Board, the members of the management board or the Director-General and within three (3) years after his resignation as President of the Board, the members of the management board or the Director General not to reveal the secret of the parent company , except with the approval of the Board;
d) When the parent company does not pay the debts and other assets due to the obligation to pay the Director General to report the Board, find a remedy and to announce the financial situation of the parent company for all known creditors; in this case the Chairman of the Board, the members of the Board and the ceo are not decided to increase salaries, not to extract profits to pay bonuses to managers and employees;
DD) When the parent company does not pay the debts and other assets due to the obligation to pay that does not implement the specified in point d of this paragraph shall be subject to personal liability of damage occurring to the creditor;
e) where the Chairman of the Board, the members of the management board or the Director General of this Charter violation, the decision to pass the authority, taking advantage of position and powers to harm the mother company and the State to pay compensation in accordance of the law and this Charter.
2. When the violation of one of the following cases but not yet to the point of being blind to criminal responsibility, the Chairman of the Board, the members of the Board and the ceo are not rewarded, not raising salaries and be disciplined, depending on the level of violation: a) To the parent company of holes;
b) to lose the State capital;
c) investment project decision ineffective, irrecoverable investment, do not pay the debt;
d) does not guarantee salary and other regimes for employees in the parent company under the provisions of the law on labour;
DD) To occur the breach of capital, assets, management of accounting, audit mode and other modes as defined by the law.
3. The Chairman of the Board irresponsible, not done properly the provisions in paragraph 2 of article 19 of this Charter that to lead to one of the breaks in paragraph 2 of this Article shall be dismissed; Depending on the degree of violation and the consequences should the compensation prescribed by the law.
4. The case for parent company status in article 17 paragraph 1/e and art. 2 article 25 of the Charter, depending on the degree of violation and the consequences, the Chairman of the Board, ceo salary down or dismissed, the compensation prescribed by the law.
5. The parent company in bankruptcy that the ceo not filed a bankruptcy petition shall be dismissed or terminated the contract and is responsible under the provisions of the law; If the ceo does not apply where the Board does not require General Manager a bankruptcy petition, the Chairman of the Board, the members of the Board, General Director be dismissed or terminated the contract.
6. The parent company in an organized, dissolution or transformation of ownership without conducting the procedure of reorganization, dissolution or transformation of ownership, the Chairman of the Board, the members of the Board, General Director be dismissed or terminated the contract.

7. The Chairman of the Board, the members of the Board, General Director of the parent company holding management positions, executives at private companies, limited liability companies, joint stock companies, joint ventures with foreign companies and other business types; unless the Minister of industry, and the Board of the parent company introduced the candidate to the position of management or the appointed representative of the parent company for the shares in the business.
8. The wife, husband, parent, child, sibling of the Chairman of the Board, the members of the Board, General Director of the parent company was not held Control Board members, Chief Accountant, Treasurer at the parent company.
9. The economic contracts, labor, of the parent company signed with the President of the Board, the members of the Board, with your wife or husband, mother, father, son, brother, siblings of the Chairman of the Board and the members of the Board, must be notified to the Minister of industry said. As for the economy, labour contracts, of the parent company signed with the Director General, with spouses, parents, children, siblings, brother of the President, they must inform the Board know. Cases detected by the aforementioned contract has the purpose of self-interest that the contract has not been signed, the Chairman of the Board, the members of the Management Board, the Director General will not be signing the contract. If the contract has been signed, the signed contract will be deemed void and the Chairman of the Board, the members of the management board or the Director-General to compensation for the parent company and dealt with according to the provisions of the Charter and the provisions of the law.
Chapter IV of the PARENT COMPANY Article 32. Management and use of capital 1. The parent company is The delivery of industrial capital to organize business activities; capital management in subsidiaries, associated companies and make the capital investment activities; responsible for the management, use, optimization of the profit from the capital;
2. The parent company independent accounting, financial autonomy in operations under financial regulation of the parent company and in accordance with the law.
Article 33. Quoting the company's Fund 1. The parent company is established and used the funds to ensure that the focus for the development of effective parent company.
2. The Board decided to set up the Fund to focus of the parent company in accordance with the law and be specified in the financial rules of the parent company.
The principle of criticism and the use of this Fund was made under the provisions of the law and the guidelines of the Ministry of finance.
Article 34. Financial regulation of parent company 1. The parent company built financial regulation reflects in detail the financial guidelines of the parent company to apply for the parent companies-subsidiaries and associated companies. Financial regulation of the parent company are consistent with this Charter, with the rule of law and to be the parent company of the Board of the Ministry of industry's through to the Finance Ministry for approval. Financial regulation stipulates: parent company a) works on the principle of financial autonomy, self balancing revenues and expenses, has the responsibility to preserve and develop the resources of our parent company, including shares in subsidiaries, associated companies;
b) is responsible for the payment of the liabilities recorded in the balance sheet of the parent company and other financial commitments (if any);
c) performed the inspection, monitoring the financial activities of the parent company and its subsidiaries, associated companies;
d) responsible for filing taxes and other financial obligations (if any) under the provisions of the law and financial regulation of the parent company, minus the taxes that the subsidiaries, associated companies have extracted the submission; was using the interest rate after the completion of tax obligations for the State under the provisions of the Charter, the financial rules of the parent company and the rule of law;
DD) investment profits that the parent or the subsidiary, affiliate or earned from shares in other businesses do not have to file corporate income tax, if this business enterprise income tax before divided the parties which;
e) Must strictly implement the laws on accounting, statistics, auditing, accounting mode and current financial statements for the parent company and its subsidiaries;
g) subject to the checking, monitoring of the financial and business activities of competent State agencies as prescribed by law;
h) respecting financial independence and business operations of the subsidiaries, associated companies, in accordance with the provisions of the Charter and the financial regulation of the company.
2. The relationship of financial activity between the parent company with subsidiaries, associated companies be made consistent with this Charter and the financial rules of the parent company.
Article 35. Financial mode, 1. The parent company's financial year begins on 1st January and ends on 31st December of the same year.
2. financial regime and annual report of the parent company in accordance with the provisions of the law.
3. Within fifteen (15) days after the end of each month, quarter, ceo and chief accountant to the Board of management in financial reports that detail the financial activities of the parent company in the States, have reconciled with the results expected for that period, accentuating the important difference and explained the cause , including proposed measures to fix the fix (if any).
4. Within ninety (90) days after the end of each financial year, the Board reviewed and passed to the Public Ministry and the other State management bodies the following financial statements: the balance Sheet a);
b) report business activity plan;
c) cash flow statements;
d) presentation of financial statements;
DD) consolidated financial statements.
Other reports as requested by the Board, the Ministry of industry or as specified by law.
General Manager and Chief Accountant is responsible for preparing the financial statements and must submit to the Board, the Board of control, at least seven (7) days before the session of the Board, so the Board reviewed and adopted.
5. Before the start of each financial year, the ceo and the Chief Accountant of the Board approving the business plan and financial plan of the parent company and the parent company-subsidiary for next year according to the provisions of the financial regulation of the parent company.
Article 36. Financial relationships for the subsidiaries, associated companies 1. The financial relationship between the parent company and the subsidiary, associated company was made through a contract under the financial regulation of the parent company and the rule of law.
2. The parent company has the right to link capital contribution, with its subsidiaries, associated companies to the business, implementation of investment projects in the parent company or to invest outside the parent company under the provisions of the financial regulations and rules of the law.
3. With regard to subsidiary companies, associated companies, the parent company has the right to: a) requested the subsidiary, affiliate or provide the business plan, financial plan and the report to the parent company managing its investment in these companies, preparation of plans and reports are specified in the Charter and bylaws of the company's financial the mother;
b) guarantee the loans of the subsidiary under the provisions of the financial regulation of the parent company;
c) Currency and investment profit from subsidiaries, associated companies;
d) other rights prescribed by law.

4. with regard to Private companies because the parent company owns the entire capital stock, the Board of the parent company decided to distribute the funds rate more profitable part of the company after it has completed the financial obligations as stipulated by law.
5. The parent company to respect the rights of shareholders, parties have minority equity in subsidiaries, associated companies, in accordance with the rights set forth in the Charter of the company, associated companies and the rule of law.
Chapter V FORM and CONTENT of the PARTICIPATION in the MANAGEMENT of EMPLOYEES in the PARENT COMPANY Article 37. Form of participation in the management of parent company workers to join workers manage the parent company through the form and the following organizations: 1. the entire Congress or Congress officials the parent company;
2. Trade Union organizations of the parent company;
3. Inspectors Ban people;
4. implementation of the right to petition, complaint, report under the provisions of the law.
Article 38. Content management's parent company employees employees have the right to participate in the discussion, contribute comments and suggestions with the Board, the ceo and other management titles on the following issues: a) the direction, mission planning, production development measures , the parent company's business;
b) options held back the parent company;
c) regulations, regulation of the parent company are directly related to the rights and duties of workers;
d) measures for labor protection, improved working conditions, the physical and spiritual life, sanitation, training and retraining employees of the parent company;
DD) vote of confidence for the exploration of the title is Chairman of the Board, the members of the Board and Chief Executive Officer when requested by the Ministry of industry.
2. Through the entire Congress, Congress officials or union organizations at the parent company, employees have the right to discuss and vote on the decision, the following issues: a) or modified content, additional collective labour agreements to the collective representation of workers signed with the Director-General;
b) Regulation uses the Welfare Fund, the rewards and the targets of the plan of the parent company are directly related to the rights and duties of workers;
c) elected to the Board of the people's Ombudsman;
d) through the results of activity and program activity of the Board of the people's Ombudsman.
3. the trade union organization at parent company sent a representative with enough standards and conditions specified in paragraph 1 to article 22 this Charter joined parent company to control the Board review the decision.
Chapter VI RELATIONS BETWEEN PARENT COMPANIES with SUBSIDIARIES, ASSOCIATED COMPANIES 1 OWNS and MANAGES the COMPANY'S STAKE in the SUBSIDIARY, AFFILIATE or Article 39. Ownership for the parent company's equity in subsidiaries, associated companies 1. The parent company is the owner for the capital of the parent company has and will contribute in subsidiaries, associated companies;
2. Every State's new investments in subsidiaries, associated companies will be done through the parent company.
Article 40. Management of the parent company's shares in these subsidiaries, associated companies 1. The Board of the parent company made the powers, obligations of the owner in respect of the subsidiary by the parent company that owns the entire Charter capital; decide the election, dismissed, reward, or discipline, allowances and other benefits of the shares representative of the parent company in its subsidiaries, associated companies;
2. The parent company delivered right to the representative shares of the parent company in its subsidiaries, associated companies, on behalf of the parent company to manage the company's investments in subsidiaries, associated companies under the provisions of this Charter and the provisions of the Charter of the subsidiary the company links;
3. The parent company has the right to ask the representative shares of the parent company in its subsidiaries, associated companies, reports periodically or irregularly on the financial situation, business results and other content related to the activities of subsidiaries, associated companies;
4. The parent company assigned shares representative of the parent company in its subsidiaries, associated companies and regulated the representative must ask for opinions on the important issue of subsidiaries, associated companies before voting;
5. The parent company currency return on investment, at the same time bear the risks arising from investments in capital of subsidiaries, associated companies;
6. The parent company decides the level of investment in the subsidiary, the company established new links, adjust the level of investments in subsidiaries, associated companies are operating based on commercial principles and the strategic fit, the company's business plan. The parent company check, supervise the use of the parent company's capital through the representative shares of the parent company in its subsidiaries, associated companies, this representative is responsible for effective use, conservation, development of capital and currency investment profits from subsidiaries the company links;
7. The other rights and obligations under the provisions of the Charter and the provisions of the law.
Article 41. Standards, conditions, rights and obligations of the representative shares of the parent company in its subsidiaries, associated companies 1. The representative shares of the parent company in its subsidiaries, associated companies, must meet all the following conditions and criteria: a) resident in Vietnam;
b) Have health, good moral quality, honest, incorruptible;
c) knowing the law and consciously obey the law;
d) University degree in economics, finance, accounting or business administration in the field of subsidiaries, associated companies for which the person was appointed representative of the parent company stake.
For the representative shares of the parent company in the subsidiary, affiliate or joint venture companies with foreign, must have sufficient language proficiency to work directly with foreigners in joint venture;
DD) is not the spouse, parent, child, sibling of the person in the Board, Board Member, Chairman of the company, the directors of the subsidiary, affiliate or to which the person was appointed representative of the parent company; no relation, which is, for the loan signing of purchase contracts with subsidiaries, associated companies for which the person was appointed representative of the parent company.
2. The representative of the parent company's shares in these subsidiaries, affiliate companies nominated, candidates for participation on the Board, the Board members, supervisory board, Chairman of the company, directors and other management positions in subsidiaries, associated companies under the provisions of the Charter of the company affiliate company, and the rule of law.
3. The representative of the parent company's shares in these subsidiaries, affiliate companies are responsible to the Board of the parent company about the effective use of the parent company's investment in subsidiaries, associated companies and have the following rights and duties : a) perform the powers, duties of shareholders, capital contribution, party members in joint venture subsidiaries, associated companies under the provisions of the Charter of the company, associated companies;
b) tracking and monitoring the situation of operations of subsidiaries, associated companies;

c) prepare a report of the Board, General Director of the parent company; responsible to the Board and General Manager of the parent company about the effective use of capital portion of the parent company to subsidiaries, associated companies that themselves are elected to represent. The case does not make the reporting regime, taking advantage of power shares, the lack of responsibility causing damage to our subsidiaries, affiliated companies and the parent company, shall be liable in damages and was disciplined under the provisions of this Charter and the rule of law;
d) comments of the Board of the parent company about the important issues before the speech, voting in the meetings of the General Assembly of shareholders, Board members, the Board of the subsidiary companies, associated companies, including: strategic direction, business plan, additional modifications rules capital reduction, increase, return on asset sales, great value, election and appointment of the Executive, management titles need to be voted on by shareholders, capital contribution members;
DD) The other rights and obligations under the provisions of the Charter of the company and the provisions of the law.
4. in the case of many of the same was made the representative of the parent company to join the General Assembly of shareholders, Board members, the Board of subsidiaries, associated companies, representatives of the parent company to jointly discuss reunification, comments and opinions of the Board of the parent company's prior statements of opinion , voting on issues specified in point d of paragraph 3 of this article.
Section 2 RIGHTS and OBLIGATIONS of the PARENT COMPANY to SUBSIDIARIES, ASSOCIATED COMPANIES Article 42. Dominant, links, support subsidiaries, associated companies 1. The parent company made the right to govern with respect to the operations of the subsidiary on the field: a) approved the Charter of organization and activities of the subsidiary by the parent company that owns the entire Charter capital;
b) strategic business direction of the company;
c) coordinated the annual work plans of the subsidiary;
d) guide the investment activity among companies to curb investment status duplication on a number of products, services, leading to internal competition and dispersal of resources of the parent company and its subsidiaries;
DD) guide the company in favor of consumption products, services of each other when in need;
e) other areas as stipulated in the Charter of the parent company, Charter of the company and in accordance with the law.
2. The parent company not only maximize the profits of the parent company which activity is to maximize profit and sustainability of the value invested in the parent company-subsidiary and affiliate companies. The parent company must respect the rights of shareholders, parties have minority equity in subsidiaries, associated companies, in accordance with the provisions of the Charter of the company, associated companies.
3. The parent company must define and develop the existing synergy in combining the parent company-subsidiary and associated companies to maximize overall operating profit. When performing this role, the parent company was not using the right to govern: a) intervene in an unreasonable way in current business operations of the subsidiaries, affiliates are independent business activity with interest towards can negatively affect to the entire complex of the parent company-subsidiary and associated companies and make the subsidiaries, associated companies that can not continue to maintain the inherent growth;
b capital transfer) by the parent company's investments in subsidiaries, associated companies according to the method of non-payment, as well as make the transfer of capital, property or other resources in the parent company-subsidiary and affiliate companies, without considering the common interests in finance. Any capital transfer decisions when necessary must be the Board of the parent company or the Ministry of industry for approval.
4. The parent company to perform marketing research, exploit domestic and foreign markets; do clue transactions, trade promotion, support to subsidiaries, associated companies in expanding, improving the efficiency of business operations.
5. The parent company made the link to the subsidiary company, associated to the consumption of products or services for the market or customer needs the provision of multiple products, services that each subsidiary, affiliate or parent company or private individual does not have the ability to supply.
6. The parent company made the link about labor, supply management, skilled labor for its subsidiaries, affiliate companies to solve the personnel requirements during the period of temporary or long term on the basis of the provisions of the labour legislation and the agreement between parent company and subsidiaries the company link.
7. The parent company does not directly decide or directly involved with management of subsidiaries, associated companies. This provision does not exclude the right of the representative shares of the parent company in its subsidiaries, associated companies, make the rights and obligations of the representative at the subsidiary, affiliate company.
43 things. The rights and obligations of the parent company with a subsidiary limited liability company is a Member State of the parent company made the following rights and obligations with respect to the company's limited liability companies state a member: 1. Decide the content, modify, supplement the Charter company.
2. Decides to adjust the capital; transfer the whole or part of the company's capital for organizations and individuals.
3. investment project decisions, buy, sell, loan, loan contracts and other contracts valued at over thirty percent (30%) of the value of the property remaining in the company's bookkeeping; authorize a subsidiary limited liability company is a Member State of the investment project decision , buy, sell, loan, loan contracts and other contracts worth up to thirty percent (30%) of the remaining asset value recorded in the accounting of the company at the time of the decision.
4. The decision to structure the company management; appointment, dismissal, discipline, rewards and other benefits decisions with respect to the Chairman of the Board and the members of the Board, in the case of subsidiaries is the limited liability company, a Member State is held in the model of the Board or the Chairman of the company in the event the company is organized according to the model of company President.
5. Decentralization for the Management Board in the event the company is organized according to the model of the Board, the decision of appointment, dismissal, discipline, rewards and other benefits decisions with respect to: a) Director of the company;
b) Deputy Director, Chief Accountant of the company according to the recommendation of the Director of the company.
6. Hierarchy for the President of the company in the event the company is organized according to the models of the company Chairman, appointed, dismissed, reward, or discipline for: a) Director of the company after the approval in writing of the Board of the parent company;
b) Deputy Director, Chief Accountant of the company according to the recommendation of the Director of the company.
7. monitoring organization, follow-up and evaluation of the company's business operations, the management of the activities of the Management Board in the event the company is organized according to the model of the Board or the Chairman of the company in the event the company is organized according to the model of company President.
8. Through the annual financial report, decided to use the company's profits.
9. The decision to reorganize the company.

10. The rights and obligations of the representative of the owner under the provisions of this Charter, the Charter of the company limited liability company is a Member State and the provisions of the law.
Article 44. The rights and obligations of the parent company for the company's independent accounting members have yet to convert the legal form or the owner of the parent company made the following rights and obligations with respect to the company's independent accounting members have yet to convert the legal form or ownership: 1. Decide the content additional amendments, the Charter company;
2. Decide the organizational structure of the management company;
3. appointment, dismissal; sign the contract, terminate the contract; Awards, discipline; deciding other benefits for directors, Deputy Director, Chief Accountant of the company;
4. Decides to adjust the company's capital, including the rate of transfer of the company's Charter capital for the institutions and individuals;
5. investment project decisions, buy, sell, loan, loan contracts and other contracts worth over five (5) billion and authorize the Director of the company's independent accounting members have yet to convert the legal form or possessed the investment project decisions, buy sale of property, contract, loan, loans, and other contracts worth up to five (5);
6. Organize, follow up, monitor and evaluate operations, and financial management of the company, Operations Manager of the company, Director;
7. Through the annual financial report, the decision to use the profits of the company;
8. The decision to reorganize the company;
9. Implementation of the other rights and obligations under the provisions of this Charter, the Charter of the company's independent accounting members have yet to convert the legal form or ownership and the rule of law.
Article 45. The rights and obligations of the parent company in respect of the subsidiary is a joint stock company, limited liability company from two members, joint venture with foreign countries 1. The parent company made the rights of shareholders, the dominant party which governed through its representatives in the meetings of the General Assembly of shareholders, Board members, the Board of the subsidiary;
2. Implementation of the other rights and obligations under the provisions of this Charter, the Charter of the company and the provisions of the law.
Article 46. The rights and obligations of the parent company in respect of the affiliate company, the parent company has the right and obligation of shareholders, by the capital contribution for the associated companies under the provisions of the Charter of the company and according to the provisions of the contract which, in accordance with the provisions of the law.
Chapter VII DISSOLUTION, REORGANIZATION, bankruptcy Article 47. Reorganization, dissolution, bankruptcy 1. Reorganization, dissolution, bankruptcy, parent company is made according to the provisions of the Charter and the provisions of the law;
2. The organization, dissolved, bankrupt subsidiaries, affiliate companies made under the provisions of the relevant laws.
Chapter VIII TERMS OF IMPLEMENTATION of Article 48. Enforceable, amendments and supplements 1. This Charter consisted of eight (8) Chapter four and eight (48);
2. individual units in the parent company are responsible for compliance with the provisions of this Charter;
3. The Charter, statutes of subsidiaries, dependent accounting units of the parent company must conform to the provisions of the Charter and the provisions of relevant laws;
3. in case of need to amend and supplement the Statute, the Board of the parent company the Minister of industry to review the decision.
 
APPENDIX the COMPANY SUBSIDIARY, AFFILIATE or PARENT COMPANY (attached to decision No 167/2004/QĐ-BCN on 9 December 2004 by the Minister of industry) i. the SUBSIDIARY HAS NOT CHANGED the LEGAL OWNER or 1. Commercial services company the beer-Wine-Saigon beverage address: 12 Eastern Du, District 1, Ho Chi Minh City phone: (08) 8,275,273 Fax: (08) 8,296,431 2. The company engineering and industrial construction address: 3E/5 PHO Quang St., Ward 2, Tan Binh dist, HCMC, Tel: (08) 9,973,090-9,973,091 Fax: (08) 9,973,088 3. Beer beverage company Ha address: 26/3, the town of Ha Tinh, Ha Tinh Province Tel: (039) 881232 Fax: (039) 881185 II. The SUBSIDIARY Is A JOINT STOCK COMPANY 1. Beverage company Duong address: 379 Ben Chuong Duong, District 1, Ho Chi Minh, capital: 85 billion capital of the parent company: 51% phone: (08) 8367518-8368747 Fax: (08) 8367176 2. Binh Tay Wine Corporation address: 621 Pham Van Chi, District 6, Ho Chi Minh City phone: (08) 9067644-9670585 Fax: (08) 9670497 3. Saigon Beer Company-Tho address: TRA NOC INDUSTRIAL ZONE, no. 2, can tho city Tel: 071-Fax: 071-843333 843222 4. Saigon Beer Company-Soc address: 16 national road 1A, Soc, SOC phone: (079) 822559 Fax: (079) 824070 5. Saigon Beer Corporation-District address: Km 2, Highway 1, the town of Tuy Hoa, Phu Yen province phone: 057-824061 Fax: 057-822583 III. The ASSOCIATED COMPANIES 1. Packaging Corporation-Binh Tay warehouse address: 621 Pham Van Chi, District 6, Ho Chi Minh City phone: (08) 8543992 Fax: (08) 8543447 2. Company shares Saigon Beer transport address: 78 ton that Thuyet, Ward 16, District 4, Ho Chi Minh City phone: (08) 9404347-9404296 Fax: (08) 9404313 3. The joint venture company LIMITED Crown Saigon address: Ha Noi Freeway, District 9, Ho Chi Minh City phone: (08) 8962158 Fax: (08) 8962140 4. Malaya glass company-Vietnam address: 76 ton that Thuyet, District 4, Ho Chi Minh City phone: (08) 9404996 Fax: (08) 9404293 5. Joint venture me Linh POINT LTD. address: 2 NGO Duc Ke, District 1, Ho Chi Minh City phone: (08) 8221738 Fax: (08) 8221737 6. Allied Domecq LTD. joint venture Vietnam address: 621 Pham Van Chi, District 6, Ho Chi Minh City phone: (08) 9540775 Fax: (08) 9670497 7. Packaging venture company San Miguel Phu Tho-address: 1 Le Van Khuong, District 12, Ho Chi Minh City phone: (08) 7175523 Fax: (08) 7175520