Decision on approval of the Charter the Organization and operation of the company thang Long Shoes-----------------------Minister of INDUSTRY pursuant to Decree No. 74/CP DATED November 1, 1995 by the Government on the functions, duties, powers and organization of the Ministry of industry;
Pursuant to the law on State enterprises of 20 April 1995;
Pursuant to Decree No. 50/CP dated 28 August 1996 by the Government on establishment, reorganization, dissolution and bankruptcy of State enterprises and Decree No. 38/CP dated 28 April 1997 from the Government about amending and supplementing a number of articles of Decree 50/CP;
Proposal of the Director of my shoes in the Sheet Number 132/TTr-GTL on 9 June 2003;
At the suggestion of the Director of personnel organization, decision: article 1. Accompanying this decision approving the Charter of organization and activity of the thang Long Shoes company.
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 in the Ministry and Director of the thang Long Shoes is responsible for the implementation of this decision.
 
 
CHARTER of ORGANIZATION and ACTIVITY of the THANG LONG SHOES COMPANY (approved by the attached decision 101/2003/QD-BCN on June 23, 2003 by the Minister of industry) Chapter 1: GENERAL PROVISIONS article 1. Thang Long Shoes company (hereinafter referred to as the company) was established by decision No. 397/CNn-TCLD 29 April 1993 of the Ministry of light industry (now the Ministry of industry) is the State-owned independent accounting industrial Ministry, established by the State, investment management, as the owner.
The company specializes in manufacturing-business products, slippers and shoes and leather products, leather; sales of other professions as stipulated by law and other duties assigned by the Ministry of industry.
Article 2: the company: 1. international transaction Name is: LONG SHOES COMPANY, abbreviated as: THASHOCO;
2. Headquartered at: 411 Tam Trinh Street, Hoang Van Thu Ward, Hai BA Trung district, Hanoi;
-Phone: (04) 8621620;
-Fax: (84-4) 8623768.
3. The company has a legal personality, has the civil-rights and obligations under the law, solely responsible for the entire production and business operations of the company's capital management, has its own stamp to the transaction, there are private property and fund focus, open accounts (internal foreign currency) at the Bank, in accordance with the law; The company has business autonomy, financial autonomy, subject to the legally binding obligations and rights for The industry according to the rules of organization and operation, the company's financial regulation.
Article 3. The company is subject to the governance of the Ministry of industry and the ministries, ministerial agencies, government agencies, provincial people's Committee and the central cities as the State administration; at the same time under the management of the Agency as the Agency made the owner's rights for State business under the provisions of the law on State enterprises and other provisions of the law.
Article 4. Vietnam's Communist party organization in the company operating under the Constitution, the laws of the State of the Socialist Republic of Vietnam and the Vietnam Communist Party's rule.
Unions and other social-political organizations in companies operating under the Constitution and the law.
Chapter 2: the RIGHTS and OBLIGATIONS of the COMPANY: the COMPANY'S RIGHTS section I article 5.
1. The company has the right to manage, use of capital, land, resources and other resources by the State Affairs in accordance with the law to implement the objectives, business tasks are assigned State.
2. The company has the right to financing, investments, joint ventures, associated, which is with the composition, economic organizations in and outside the country to establish the company as stipulated by the law.
3. The company has the right to transfer, lease, mortgage, pledge the assets administered by the company, except the property is the whole main lines under the rules of the governing body of technical-economic sector not yet depreciated value must be The foremost industry allows , on the principles of conservation and development capital; with respect to land, resources and management rights in the use of the company shall comply with current legislation.
4. The company has the right to liquidate or sell the property alienation is the main lines as prescribed by the governing body of technical-economic sectors have most value depreciation.
Article 6. The company has the right to manage organizations, business organizations, as follows: 1. Organizational Management, business organization consistent with the goals and tasks of the State and The industry.
2. Technological innovation, equipment.
3. the most recent branch, Representative Office of the company in the country and abroad as stipulated by the Government and The industry's hierarchy.
4. the business fit with the goals and tasks of State Affairs; expand business scale according to the ability of the company and the needs of the market; additional business the other trades are the Ministry of industry and the competent State agencies allow.
5. self selecting market; be exported, imported under the provisions of the State.
6. Decide the purchase price, the purchase price of materials, raw materials, products and services, except for those products or services by the State or the Ministry of industry.
7. Investment, joint venture, Association, joint-stock capital contribution under the provisions of the State and The industry.
8. The construction and application of the norms of materials, labor, wages and unit price on product unit within the framework of the norms, the unit cost of the State and the regulations of the Ministry of industry;
9. Recruitment, hiring, layout used, 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, bonuses for workers on the basis of the unit price on the product unit wages or costs of services and the performance of the company was approved by the industry Ministry.
10. Be invited and foreign business partners of the company in Vietnam; election of the company's overseas work, study, visit the survey according to the provisions of the law.
Article 7. The company has the right financial management as follows: 1. capital and funds used by the company to serve in time of needs in the business according to the principles of conservation and have repaid.
2. self mobilization of capital to business activities, but do not change the form of ownership, are issued in accordance with the law; is the mortgage value of land use right associated with the assets in the company's management rights at the Vietnam Bank for business loans under the provisions of the law and of the Ministry of industry.
3. use the basic depreciation Fund of enterprise; the level and the rate quoted basic depreciation Fund, mode of use and the basic depreciation fund management due to government regulations.
4. After you have done enough obligations with the State development investment funds, and other funds according to regulations, the company was split into the remaining portion of profits to employees according to each person's dedication to the business results for the year. Details of the distribution mode of profit after tax as prescribed by the Government.
5. Enjoy the mode of subsidy, subsidies or other incentives regimes of State while performing the duties of production or provision of services serving the defense, security, disaster prevention, public works or provide products, services, according to the State's price policy is not enough to offset the cost of production of the product This service of the company.
6. Enjoy the preferential investment or reinvestment according to the regulations of the State.
7. Other rights according to the hierarchy of the Ministry of industry.

Article 8. The company has the right to reject and denounce all requests to provide the resources that are not regulated by any individual, agency or organisation, except the terms of voluntary contributions for humanitarian purposes and public utility.
 Section II: CORPORATE OBLIGATIONS article 9. The company is obliged to receive and use effectively, conservation and development of capital by the State Affairs, including the portion invested in other enterprises; and effective use of resources, land and other resources allocated to carry out State business objectives and duties due to the State and The industry.
Article 10. The company has an obligation to manage business operations as follows: 1. the business registration and trading correct registered trades; responsible to the State and The industry on the results of operations of the company and the customer is responsible, under the law on products and services by the company perform.
2. Strategy development, business plan long term, consistent with the annual target of the mission was the State of affairs and the needs of the market process approved by the industry Ministry.
3. Innovation, modernizing technology and management methods; use the income from the transfer of assets to reinvest, equipment, technology innovation of enterprises.
4. Perform the obligations for workers under the provisions of the labor law, which guarantees for workers to participate in management of the company.
5. implementation of the provisions of the State on the protection of natural resources, the environment, defense and national security.
6. Perform statistical reporting, accounting, recurring reports according to the regulations of the State and extraordinary reports at the request of the Ministry of industry; responsible for the authenticity of the report.
7. Subject to the inspection of the Ministry of industry; in compliance with the regulations on the inspection of financial institutions and of the competent State agencies as prescribed by law.
Article 11.
1. The company is obliged to perform the correct mode and the regulations on the management of capital, property, funds, accounting, accounting, audit mode and other modes due to State regulation; responsible for the authenticity and legality of financial operations of the company.
2. The company has the obligation to publicize the annual financial report, the information to be correct and objective assessment of activity of the company according to the regulations of the Government.
3. The company perform the obligation to pay taxes and the State budget according to the provisions of the law.
 
Chapter 3: ORGANIZATIONAL MANAGEMENT article 12. Organization corporate management includes the Director, the Deputy Director, Chief Accountant and assisting apparatus: 1. Director of the company by the Minister of industry of appointment, dismissal, reward, or discipline. Director of the company is the company's legal representative and responsible to the Minister of industry, and before the law about the company's operations, the Director of the company has the right to the highest executive in the company and to have standards and conditions as stipulated in article 32 of the law on State enterprises, on 20 April 1995.
2. Deputy Director helped company directors the company operating under the authorization and assignment of company director, responsible to the Executive Director and the law on the duties assigned and authoritative.
3. Chief Accountant company to help steer the company directors, oversee the Organization of statistical accounting of the company and have the powers and duties prescribed by the law.
4. Office and professional departments have staff functions, assist the Director of the company in management, Executive jobs.
Article 13. Duties and powers of the Director of the company.
1. get the resources, land, capital and other resources of the State and The industry delivered to management, use the correct target, the task of the State and is responsible for effective use, development and conservation of capital.
2. construction project development, long-term and annual plans of the company, investment projects, joint ventures, project management organization the company approved by the industry Ministry.
3. Organizational Management, the operating activities of the company and its subsidiaries.
4. develop and promulgate the technical-economic norms, standards, services, price matching salaries regulated by the State.
5. The promulgation of regulations, regulations on wage, bonus, labor, discipline in accordance with the current rules of the State to apply within the company.
6. decision on the purchase price, the sale price of products and services in accordance with regulations of the State and the Ministry of industry on the principle of conservation of capital and effective business.
7. The Minister of industry of appointment, dismissal, maneuver, reward, or discipline Associate Director and Chief Accountant of the company.
8. The decision of appointment, dismissal, maneuver, reward, or discipline titles in charge of the unit (room, Board, Center, branch, and the enterprises) in the company and the other rights of the employer under the provisions of the labor code.
9. Report of the Ministry of industry, the competent State agencies about the business results of the company.
10. Subject to the checks, monitoring of the industry and the competent State agencies for the implementation of the functions and tasks of the company under the provisions of the law.
11. Other rights under the authorization and hierarchy of the Ministry of industry.
Chapter 4: managing the COMPANY'S STAKE in OTHER BUSINESSES and ENTERPRISES to VENTURE CAPITAL MANAGEMENT PART i: Entry of the COMPANY in the OTHER BUSINESS article 14. Directors of the company received the State's capital or the transfer of a part which has been assigned to donate to other businesses have the following rights and duties: 1. Build options which the Ministry of industry for approval.
2. Election, dismissed, reward, or discipline the management representative of the company's shares in other businesses.
3. Monitoring, check using shares of the company, responsible for effective use, preserve and develop the company's capital; profit from shares in the company's other businesses.
Article 15. The rights and obligations of the management representative of the company's shares in other businesses: 1. Engage management, executives in the business capital of the company under the corporate Charter.
2. Follow-up and monitoring activities in the business capital of the company.
3. Prepare the report and responsible to the Director of the company on the company's shares in the business.  
Section II: managing the COMPANY'S STAKE in the JOINT-VENTURE ENTERPRISES article 16. The business venture that the companies involved are established, managed and operated under the law on foreign investment in Vietnam, business law, other related laws, and by the Charter company.
The company performs all rights, obligations and liability for this venture in accordance with the law and the contract was signed.
Chapter 5: collective of WORKERS in the COMPANY article 17. The Congress officials is the form directly to the employees of the company participate in corporate management. The Congress officials made the following rights: 1. To join the discussion, additional construction or modification of collective labour agreement for collective labor representatives negotiated and signed with the directors of the company.
2. Discussion and through regulation of use of the relevant Fund directly to the interests of workers in the company.
3. Discuss and contribute ideas on planning, planning, assessing the efficiency of production and business, to propose measures for labor protection, improved working conditions, physical, spiritual life, sanitation, training of workers of the company.
4. other benefits under the provisions of public law group.

Article 18. General meeting of the company's employees are organized and operate under the State enterprise law, Trade Union Law and under the guidance of the Vietnam General Confederation of labor and the Vietnam industrial unions.
Chapter 6: the UNIT of article 19.  The factory, factory of the company (hereinafter called the unit) is the unit of production made by Company Affairs plans, subject to the overall direction and directly by the company. These units operate on the principle of internal economic accounting according to the regulations of the Organization and operation of the units issued by the company.
Article 20. Director of subdivisions by Director appointment, dismissal, reward and discipline. Director of subdivisions responsible to the Director of the company and the law about the whole operation, the unit's business.
(A list of subdivisions in the appendix to the Charter)
Chapter 7: the COMPANY'S FINANCES article 21. The company made independent accounting mode, self financing business in accordance with the law on State enterprises, the other provisions of the law and the Charter of the company.
Article 22.
1. the Charter capital of the company consists of: a) Which was delivered at the time of establishment of the company.
b) additional state capital investment for the company.
c) portion of net profit are additional excerpts under current rules.
d) other capital sources (if applicable) 2. When the increase of capital reduction, the company must timely adjustments in the balance sheet assets and announced Charter capital of the company has been adjusted.
Article 23.
1. The company is established and used the funds to ensure the development of effective company.
2. The funds of the company are established by the Director of the decision, including: a) Development Fund was created from the basic depreciation and capital from the profit of the company under the provisions of the Ministry of finance, the gains from shares of companies in other businesses the foreign venture, and other sources.
Basic depreciation capital & income reinvestment of dependent accounting units our company are focused at the company to invest according to the annual plan.
b) Reserve Fund, the financial reward Fund, Welfare Fund was established under the guidance of the Ministry of finance. The levels of extract, extract specific filing and the use of funds under the guidance of the Ministry of finance.
Article 24.
The financial autonomy of the company: 1. The company operates on the principle of financial autonomy, self balancing revenues and expenses, has the responsibility to preserve capital resource development business of the company, including shares in other businesses and the foreign venture.
2. The company implemented check, monitoring financial performance throughout the company. Dependent accounting units follow the hierarchy and ensure the uniform management principles focus throughout the company.
3. responsibility of company material in business and relationships in civil relations is limited in the level of capital of the company at the time of publication.  
Chapter 8: the RELATIONSHIP BETWEEN the COMPANY with STATE AGENCIES and LOCAL GOVERNMENTS article 25.
The company is subject to the checks, the supervision of the Ministry of industry and the State administration under the field function has been defined by law as follows: 1. the observance of the law, the implementation of the provisions of the Government and The industry are related to the company.
2. Perform the planning, corporate development strategy in the overall planning, development of sector strategies; implementation of the technical-economic norms and standards for product quality, service of the Ministry of industry and the State.
3. Observance of the financial, credit, taxes, profit; the mode of accounting, statistics in accordance with the law on accounting and statistics.
4. Compliance with the regulations of the State and the Ministry of industry on work organization and officers include: establish, split, enter, reorganization, dissolution; approval and amendments, supplements the company Charter; appointment, dismissal, maneuver, reward, or discipline the Director, Deputy Director and Chief Accountant of the company.
5. implementation of the provisions on the protection of natural resources, environment.
6. implementation of the provisions regarding foreign relations and export, import.
7. Ensure the implementation of the rights and obligations with respect to workers in the company under the provisions of the law.
Article 26.
For local government, the company is subject to the governance and the observance of the administrative regulations, the obligations with respect to the people's Council and people's Committee levels as the organs of local State administration of the territory under the rule of law.
Chapter 9: REORGANIZATION, DISSOLUTION, bankruptcy article 27 COMPANIES. The Minister of industry to review and decide to reorganize, split, enter, dissolved the company.
Article 28. If the company loses the ability to limit debt payments which have adopted necessary measures still do not fix then processed according to the provisions of the law on enterprise bankruptcy. 
Chapter 10: the TERMS of the IMPLEMENTATION of Article 29. The Charter comprises 10 chapters 30 articles, was applied to the Shoe Company. All individuals and units in thang Long Shoes company is responsible for the implementation of this Charter.
Article 30. Case of need for additional, modifying the Charter, Director of the Minister of industry for approval.