Viettel is a wholly state-owned defense enterprise affiliated to the Ministry of National Defense, entirely managed by Central Military Commission (CMC), perform special defense, political and military tasks assigned by the State and the Ministry of National Defense, and do business in accordance with regulations of law.

Article 2. Definitions

1. For the purpose of this Charter, the terms below are construed as follows:

a) “Viettel Group” is established under the Prime Minister’s Decision No. 2078/QD-TTg dated December 14, 2009; consists of a parent company, subsidiary companies, member enterprises and associate companies; engages in both business operation and performance of defense and military tasks. Its responsibilities, economic interests, technology, market and other services are closely related. To be specific:

- Viettel (the parent company - Level I)

- Subsidiary companies under control of Viettel (Level II enterprise).

- Subsidiary companies of Level II enterprises and inferior companies prescribed by law.

- Associate companies and voluntarily associated companies of Viettel.

b) “Viettel” is established under the Prime Minister’s Decision No. 2078/QD-TTg dated December 14, 2009 and converted into a state-owned single-member limited liability company under the Prime Minister’s Decision No. 978/QD-TTg dated June 25, 2010.

c) Dependent units are dependent cost-accounting units of Viettel, including: branches, representative offices, research institutes/units, public service providers (non-business units, academies, centers) and other business units in Vietnam and other countries within the organizational structure of Viettel. The list of dependent units is provided in the Appendix hereof and is subject to change during Viettel’s operation.

d) “member enterprise” means an enterprise whose 100% of charter capital/shares/stakes or control is held by Viettel or a subsidiary company.

dd) “subsidiary company” means an independent cost-accounting company whose 100% of charter capital or controlling shares/stakes are held by Viettel; or most or all members of the company’s Board of Members, Board of Directors, General Director or Director are directly or indirectly designated by Viettel; or charter is amended by Viettel. A subsidiary company can be a single-member limited liability company, multiple-member limited liability company, joint stock company, parent subsidiary company relationship in Vietnam or overseas, or other type of business prescribed by Vietnam’s law and the host country’s law.

e) “associate company” means a company whose noncontrolling shares/stakes are held by Viettel, has a long-term business, technology, market relationship and other services with Viettel. A associate company can be a single-member limited liability company, multiple-member limited liability company, joint stock company in Vietnam or overseas, or other type of business prescribed by Vietnam’s law and the host country’s law.

g) “voluntarily associated company” means an enterprise whose shares/stakes are not held by Viettel but voluntarily associates with Viettel in a form prescribed by law, and has binding interests and obligations to Viettel under an association contract with Viettel.

h) Viettel’s charter capital is the capital invested in or promised by the State for a specific period of time and specified in this Charter.

i)Controlling shares/stakes of Viettel in another enterprise means an amount of more than 50% (or another ratio specified by law or the enterprise’s charter) of the enterprise’s charter capital or outstanding ordinary shares being held by Viettel.

k) Controlling interest of Viettel in another enterprise includes:

- Rights of the sole owner of the enterprise.

- Rights of the shareholder/contributor having the controlling share/stakes in the enterprise.

- The right to directly or indirectly designate most or all members of the company’s Board of Members, Board of Directors, General Director or Director.

- The right to approve and amend the enterprise’s charter.

- Other rights agreed between Viettel and the controlled enterprise and specified in the latter’s charter.

l) “association contract” means a contract on the association between the parties in terms of business, technology, market and other services.

m) “investment representative” means a person authorized in writing by Viettel to exercise its rights and responsibilities in another enterprise in which Viettel invests.

n) “managers” of Viettel include the president, General Director, Deputy General Director and chief accountant of Viettel.

2. The terms that are not defined in this Charter shall be construed in accordance with relevant laws.

Article 3. Name and headquarters of Viettel

1. Vietnamese name: Tập Đoàn Công nghiệp - Viễn thông Quân Đội.

2. International name: Viettel.

3. Abbreviated name: Viettel.

4. Type of business: single-member limited liability company.

5. Address of headquarters when this Charter is issued: No. 1 of Tran Huu Duc street, My Dinh 2 ward, Nam Tu Liem district, Hanoi. This can be changed during Viettel’s operation according to its duties and in conformity with this Charter.

6. Phone number: 04.62556789.

7. Fax number: 04.62996789.

8. Website: www.viettel.com.vn.

9. The trademark and logo of VIETTEL when this Charter is approved are registered under the certificate of trademark registration issued by National Office of Intellectual Property – the Ministry of Science and Technology.

Article 4. Legal status, functions and duties of Viettel

1. Legal status:

a) Viettel is a defense enterprise whose 100% of charter capital is held by the State, established by the Prime Minister, directly managed by the Ministry of National Defense; operates in accordance with the Law on Enterprise, relevant laws, regulations of the Ministry of National Defense and this Charter.

b) Viettel is a juridical person, has its own seal and charter; is permitted to open accounts at State Treasury, domestic and foreign commercial banks as prescribed by law.

c) Viettel has the right to ownership of its trade name and trademark as prescribed by law.

d) Viettel has its own capital and assets, is responsible for its debts and other liabilities with all of its assets.

2. Primary functions and duties of Viettel:

a) Defense and security tasks:

- Directly develop and manage the telecommunications network; use the telecommunications network of Viettel as backup military information network during peace time and serve defense purposes whenever necessary; ensure communications when needed and serve other military information tasks.

- Research, design, manufacture, assemble, repair military products, equipment and weapons as assigned by the State and the Ministry of National Defense.

b) Business operation:

- Directly do business within permitted business lines together with financial investment as prescribed by law.

- Invest in subsidiary companies and associate companies in Vietnam and other countries; control subsidiary companies by means of capital, operation, technology, trademark, market and other methods prescribed by law and this Charter.

- Exercise rights and obligations of the investor in subsidiary companies and associate companies; rights and obligations under voluntary association contracts.

Article 5. Objectives and business lines

1. Objectives:

a) Defense and security objectives:

- Develop a high technology defense complex that connects defense industry and national industry; creates military products, equipment and weapons.

- Ensure operation of the military information network in conflict situations and preparedness in peace time.

b) Business objectives:

- Organize business operation in accordance with state planning and policies; ensure profitability; preserve and develop state investment in Viettel and Viettel’s investment in other enterprises; fulfill other tasks assigned by the Government and the Ministry of National Defense.

- Develop a powerful, active and modern business-defense corporation that is able to compete in Vietnam and other countries; achieve high business efficiency, fulfill defense and security tasks; ensure reasonable structure; focus of the fields of telecommunications, information technology, broadcasting, postal services, research and development of telecommunications devices and high technology military equipment in Vietnam and other countries; contribute to socio-economic development and defense and security development; lead sustainable development of Vietnam’s telecommunications and information technology industry to serve international integration.

2. Business lines:

a) Primary business lines:

- Provision of telecommunications and information technology products; broadcasting; multimedia; communications; e-commerce, postal services and delivery. Provision of information on mobile networks. Production of applications, value-added telecommunications, information technology, television services. Provision of financial services, payment services, currency exchange; video game services, news websites, social networks and other services based on Viettel’s technology, services and products.

- Provision of counsel on management, survey, design, planning of projects for investment, construction, operation, maintenance, repair, lease of telecommunications, information technology, television works; lease of machinery, equipment and other tangible assets domestically and overseas.

- Research and development, manufacture, repair, improvement, maintenance, sale, technology transfer, export and import of military products, specialized vehicles and devices, weapons, ammunition, specialized chemicals, explosives, explosive materials, propellants, detonators); combat vehicles , support vehicles; airplanes, spaceships and relevant machines; measurement, inspection, navigation, control devices; combat gears serving defense and security.

- Research and development, manufacture, repair, sale of products and services; lease, export, import of dual-use products (serving both military and civilian purposes).

- Research and development, manufacture, repair, maintenance, technology transfer, export, import, distribution, wholesaling, retailing of telecommunications, information technology, television and multimedia product.

- Research and development, manufacture, sale, export and import civilian cryptography and network security products and services.

b) Relevant business lines:

- Advertising, market survey; provision of counsel on product introduction and trade promotion.

- Real estate trade (of existing projects); lease of unused offices, houses and land areas).

- Sports; training and development of human resources for domestic and overseas operation of Viettel Group.

c) Viettel may add other business lines that are not banned by law under decisions of the Prime Minister.

Article 6. Charter capital

1. Charter capital of Viettel on the issuance date of this Charter is 121.520.000.000.000 VND (one hundred twenty-one thousand, five hundred and twenty billion dongs).

2. Charter capital of Viettel during the period from 2015 to the end of 2020 will be 300.000.000.000.000 VND (three hundred thousand billion dongs).

3. Changes to the charter capital The Prime Minister shall be decided by the Prime Minister in consideration of proposal of the Ministry of National Defense and validation by the Ministry of Finance.

4. Viettel shall change the charter capital written in its certificate of enterprise registration according to the actual investment at the time.

Article 7. Representative of state ownership of Viettel

1. The Government shall exercise the rights and responsibilities of the representative of state ownership to Viettel’s operation as prescribed by law.

2. The Government, the Prime Minister, the Ministry of National Defense and relevant Ministries shall exercise the rights and responsibilities of the representative of state ownership to Viettel in accordance with regulations of law and this Charter.

3. The President of Viettel shall directly exercise the rights and responsibilities of the representative of state ownership at Viettel in accordance with regulations of law and this Charter.

Article 8. Legal representative

The legal representative of Viettel is its General Director.

Article 9. Communist Party organization and socio-political organizations within Viettel

1. Communist Party organization within Viettel is wholly under management of CMC, operates under regulations of CMC and the Charter of the Communist Party of Vietnam, the Constitution and the law. The Communist Party Committee of Viettel Group directly manages all aspects of its operation.

2. Socio-political organizations within Viettel shall operate under regulations of CMC, the Ministry of National Defense, their charters, the Constitution and the law.

Chapter II

RIGHTS AND OBLIGATIONS OF VIETTEL GROUP

Section. RIGHTS OF VIETTEL GROUP

Article 10. Rights of Viettel to allocated resources

Viettel may use telecommunications resources, including but not limited to: telecommunication numbers, Internet resources, radio frequencies and satellite orbits licensed by competent authorities to perform defense and security tasks, do business and perform other tasks assigned by the State as prescribed by law.

Article 11. Rights of Viettel to capital and assets

1. Use Viettel’s capital and assets to do business, make investment and receive lawful interests derived therefrom in accordance with regulations of law and the Ministry of National Defense.

2. Dispose of its capital and assets as prescribed by law.

3. Manage and use the assets and resources assigned or leased out by the State as prescribed by law and provide public utilities as requested by the State.

4. Use capital and assets under the Viettel’s right to manage and use to make external investments in accordance with regulations of law and this Charter.

5. Lease out, pledge, mortgage Viettel’s assets ensuring efficiency, preservation and development of capital; liquidate damaged or outdated fixed assets that are not used or cannot be effectively used.

6. Transfer assets of any subsidiary company 100% charter capital of which is wholly owned by Viettel (hereinafter referred to as “wholly Viettel-owned subsidiary company”) by means of payment as prescribed by law.

7. The State will not transfer state investment in Viettel, its capital and assets without payment, unless the State decides to reorganize Viettel or needs to provide public utilities.

Article 12. Rights of Viettel to business operation

1. Organize and plan business operation; organize the administration apparatus to serve business operation and ensure profitability.

2. Engage in business lines not banned by law; expand business scale according to its capacity, domestic and overseas demand as prescribed by.

3. Find domestic and overseas customers; conclude and execute contracts; decide combination of resources and business cooperation of Viettel and enterprises within Viettel Group according to market demands.

4. Decide buying prices and selling prices of its products and services, except public utilities and those priced by the State.

5. Decide projects for investment, construction, purchase of fixed asset; use of capital, assets, land use right of Viettel for external investment in accordance with regulations of law and this Charter. Organize contractor selection in accordance with bidding laws and this Charter.

6. Decide contribution, increase, decrease in Viettel’s capital in other enterprises; lease, purchase of part or entire companies; entry into voluntary association with other companies in accordance with law and this Charter.

7. Use the revenue from equitization and other forms of arrangement and conversion such as handover, sale, dissolution, bankruptcy of enterprises affiliated to Viettel Group as prescribed by law. Use the divested capital from Viettel’s subsidiary companies and associate companies in accordance with regulations of law and approval by competent authorities.

8. Decide entry into contracts for borrowing, loan, sale, purchase of assets and other types of assets in accordance with regulations of law and this Charter.

9. Decide establishment, reorganization, transfer, dissolution, bankruptcy, increase/decrease of capital of wholly Viettel-owned subsidiary companies. Decide establishment and conversion of wholly Viettel-owned subsidiary companies into groups of parent company – subsidiary companies in Vietnam and other countries in accordance with regulations of law and this Charter.

10. Decide establishment, dissolution, shutdown of Viettel’s affiliates in Vietnam and other countries in accordance with regulations of law and this Charter.

11. Cooperate with other investors except Viettel’s subsidiary companies and affiliates in establishment of new subsidiary companies or associate companies in Vietnam and other countries in the form of limited liability companies, joint stock companies, foreign-invested companies in accordance with Vietnam’s law and the host country’s law.

12. Make outward investment in accordance with regulations of law on outward investment.

13. Decide designation, dismissal, resignation, promotion, pay rise, removal from office, discipline and commendation, military discharge of Viettel’s officers in accordance with Vietnam’s Army Personnel Regulation, other regulations of the Ministry of National Defense, law and this Charter.

14. Decide employment, entry into employment contracts, task assignment, training, discipline and commendation, termination of employment contracts with Viettel’s employees in accordance with labor laws.

15. Develop, approve, issue and apply internal rules and regulations, standards, procedures; economic-technical, quality, cost, purchase, labor norms; pay scale, payroll, piece rate, salary and bonus, and other expenses ensuring business efficiency and conformity with law.

16. Receive investment and reinvestment incentives; exercise the owner’s right to Viettel’s investment in its subsidiary companies and associate companies as prescribed by law.

17. Other rights to business operation according to market demand and regulations of law.

Article 13. Rights of Viettel to finance

1. Raise capital by issuing bonds; taking loans from credit institutions and individuals in Vietnam and other countries and other forms of borrowing prescribed by law and this Charter.

Viettel’s borrowing from overseas individuals and credit institutions shall comply with regulations of law on management and repayment of foreign corporate loans.

2. Use capital for Viettel’s investment and business activities; lease and buy land use right to build offices, factories, business locations of Viettel, its affiliates and member enterprises; invest and trade in real estate with equity and other types of capital.

3. Depreciate fixed assets as prescribed by law.

4. Pay advances to the units assigned with defense and security tasks. These advances shall be recorded, paid and settled in accordance with Viettel’s financial management regulations.

5. Receive assistance, subsidies and other incentives from the State while providing public utilities, performing defense, security, natural disaster management duties or providing products and services at state-fixed prices which are not enough to cover their production cost.

6. Reward innovations in technology and management, productivity increase; material- and cost-saving innovations. Such a reward shall be recorded as expense of Viettel and shall not exceed the benefit brought by the innovation in one year. In case Viettel has an overdue debt, the pay rise or reward shall only be provided after the debt is fully paid.

7. Receive investment and reinvestment incentives; exercise the owner’s right to Viettel’s investment in its subsidiary companies and other enterprises.

8. Receive benefits, distributed profits and other interests as prescribed by law. Pay corporate income tax on the profit from Viettel’s stakes in its subsidiary companies and other enterprises as prescribed by law.

9. Reject and report illegal funding from any organization or organization, except voluntary contributions for humanitarian or public utility purposes.

10. Establish funds in accordance with regulations of law and this Charter.

11. Viettel’s profit after being offset against last year’s loss as prescribed by the Law on Corporate Income Tax shall be contributed to the R&D fund, pay corporate income tax, contributed to the funds specified in Article 72 of this Charter. The remaining profit after such contributions shall be transfer to state budget as prescribed by law.

12. Viettel is entitled to provide guarantee for its subsidiary companies’ loans taken from credit institutions as follows:

a) The total guaranteed loan taken by a wholly Viettel-owned subsidiary company must not exceed the company’s equity according to the latest quarter financial statement or annual financial statement before the guarantee date.

a) The total guaranteed loan taken by a subsidiary company over 50% of charter capital of which is owned by Viettel must not exceed Viettel’s capital contribution therein on the guarantee date.

13. Viettel may participate in bidding for contracts of its subsidiary companies. A Viettel’s subsidiary company may participate in bidding for contracts of Viettel and other subsidiary companies in accordance with bidding laws.

14. Direct contracting process may apply to experimental contracts according to Point c Clause 1 Article 22 of the Law on Bidding, including: contracts for provision of consultancy services, non-consultancy services, purchase of merchandise serving scientific researches, experiments and projects thereof.

15. Assign its subsidiary companies to perform certain science and technology tasks or projects; provide technical and network optimization services; maintenance of devices and network. Commission subsidiary companies to research, development and manufacture of technological products to serve Viettel’s business operation under market mechanism.

16. Decide the salary expense and other expenses on the basis of revenue from Viettel’s business operation.

17. Lease out, pledge, mortgage Viettel’s assets ensuring efficiency, preservation and development of capital; liquidate damaged or outdated fixed assets that are not used or cannot be effectively used in accordance with regulations of law and this Charter.

18. Transfer financial investments to recover capital according to applicable regulations. The transfer of financial investments in companies whose shares are not listed or registered for trading shall comply with regulations of law.

19. Exercise or the financial rights specified in Viettel’s financial management regulations, regulations of law and this Charter.

Article 14. Viettel’s rights to provide public utilities

1. Public utilities shall be provided through bidding. Viettel shall provide public utilities commissioned or demanded by the State at the prices fixed by the States.

2. Viettel will be provided with adequate resources to provide public utilities requested by the State.

3. In case of provision of public products and services provided through bidding, Viettel shall apply the bid price and cover its own expense. For public utilities commissioned by the State, Viettel may use the revenue to cover the reasonable expense and provide benefits for its employees. In case the revenue is not sufficient to cover the expense, the difference will be covered by the State.

4. Apply the norms for expense and piece rates to manufacture and provision of public utilities as prescribed by law.

5. Partially or fully transfer the provision of public utilities demanded or commissioned by the State to its member enterprises.

6. Other rights to manufacture and provision of public utilities prescribed by law.

Article 15. Viettel’s rights to participate in defense and security activities

1. Viettel will regularly be assigned by the State and the Ministry of National Defense to research, design, manufacture, repair, maintain, provide products and services serving defense and security or perform defense and security tasks using the State’s or Viettel’s resources in a manner that is appropriate for its business purposes.

2. Viettel will be provided with adequate resources for performance of defense and security tasks assigned.

3. Other rights when participating in defense and security activities in accordance with regulations of law and this Charter.

Section 2. OBLIGATIONS OF VIETTEL

Article 16. Obligations of Viettel to allocated resources

Effectively and properly use telecommunications and television resources and other resources for performance of defense and security tasks and business operation of Viettel in accordance with regulations of law.

Article 17. Obligations of Viettel to capital and assets

1. Preserve and develop state investment in Viettel and capital raised by Viettel.

2. Be responsible for the debts and other liabilities of Viettel with its assets.

3. Re-evaluate Viettel assets as prescribed by law.

Article 18. Obligations of Viettel to business operation

1. Perform the tasks and fulfill the objectives given by the State; do business within the registered business lines; ensure quality of products and services provided by Viettel in accordance with registered standards.

2. Innovate and modernize management technology and method to improve effectiveness and competitiveness. Ensure information security and safety of the national telecommunications network.

3. Protect rights and interests of employees and their rights to participate in management of Viettel as prescribed by law.

4. Comply with regulations of the State on defense, security, culture, social order, protection of natural resources and the environment.

5. Carry out risk management and buy insurance for assets and personnel of Viettel during business operation as prescribed by law. Cooperate with Vietnamese labor authorities in Vietnam and other countries in management, protection and assistance of Viettel’s overseas employees.

6. Facilitate supervision and inspection by representatives of state ownership; implement decisions on inspection by finance authorities and competent authorities as prescribed by law.

7. Assume responsibility to the representative of state ownership for investment of capital in other enterprises.

8. Facilitate state supervision of conformity of payment of salaries to employees, the President, General Director, Deputy General Directors, chief accountant and other executive officers of Viettel.

9. Other obligations to business operation prescribed by law.

Article 19. Financial obligations of Viettel

1. Viettel has financial autonomy and is responsible for its own revenues and expenses; ensure profitable business operation; achieve the return on equity (ROE) of state capital established by the representative of state ownership; apply for taxpayer registration; declare and pay tax in full; fulfill obligations to the representative of state ownership and other financial obligations prescribed by law.

2. Effectively manage and use capital for business, including investments in other enterprises, resources, land and other resources allocated or leased out by the State and the Ministry of National Defense.

3. Use capital and other resources for performance of special tasks assigned by the State and the Ministry of National Defense.

4. Fully comply with regulations of law on management of capital, assets, funds, accounting and audit; assume responsibility for the truthfulness and legitimacy of Viettel’s financial activities.

5. Implement regulations of law on preparation and disclosure of annual financial statements and Viettel’s information.

6. Other financial obligations specified in Viettel’s financial management regulations and relevant regulations of law.

Article 20. Viettel’s obligations while providing public utilities

1. Provide public utilities demanded or commissioned by the State.

2. Provide public telecommunications, information technology and media services requested or commissioned by the State or the Ministry of National Defense at prices fixed by the State.

3. Conclude contracts and do accounting as prescribed by law; assume responsibility to the State for provision of public utilities by Viettel, to customers and the law for the public utilities provided by Viettel.

4. Provide sufficient quantity of public utilities; ensure quality, punctuality and eligibility of beneficiaries.

5. Assist member enterprises of Viettel Group in providing public services in accordance with this Charter, their charters and regulations of law.

6. Perform other obligations to the public prescribed by law.

Article 21. Viettel’s obligation to participate in defense and security activities

1. Manage provided resources for performance of defense and security tasks in accordance with applicable regulations on the management and use of State-owned property in the people’s armed forces and relevant laws.

2. Implement decisions of the State and the Ministry of National Defense on transfer of capital or assets serving defense and security tasks of Viettel to perform defense and security tasks at other enterprises where necessary.

3. Implement regulations of law on international cooperation and representatives of state ownership during association with foreign entities in manufacture, supply of defense and security products and services or performance of defense and security tasks.

4. Fulfill other obligations when participating in defense and security activities in accordance with regulations of law and this Charter.

Chapter III

RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF REPRESENTATIVES OF STATE OWNERSHIP TO VIETTEL AND ASSIGNMENT THEREOF

Section 1. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF REPRESENTATIVES OF STATE OWNERSHIP OF VIETTEL

Article 22. Rights, responsibilities and obligations of representatives of state ownership of Viettel

1. Decide the establishment, objectives, business lines; reorganization, change of owner, dissolution, bankruptcy; capital contribution in other enterprises by Viettel.

2. Approve and revise Viettel’s Charter and salary management regulations.

3. Decide investment of charter capital; change, transfer part or all off Viettel’s charter capital.

4. Decide the organizational structure of Viettel; designation, re-designation, dismissal, resignation, discipline and commendation of Viettel’s President, General Director and Controllers.

5. Decide Viettel’s business strategy, business, investment and development plans.

6. Issue investment guidelines; purchase and sale of assets, borrowing contracts, lending contracts and other contracts of Viettel in accordance with regulations of law and this Charter.

7. Issue financial regulations, distribute profits, develop and use funds; issue the financial management regulations and approve annual financial statements of Viettel.

8. Decide solutions for market development, marketing and technology; decide the mechanism for task assignment and participation in provision of essential public utilities.

9. Supervise and inspect compliance to the law; evaluate achievement of objectives, business efficiency; management, use and development of Viettel’s capital. Evaluate performance of Viettel’s Controllers, President, General Director, Deputy General Directors and chief accountant

10. Exercise other rights prescribed by law and this Charter.

Article 23. Obligations of representatives of state ownership of Viettel

1. Provide adequate charter capital for Viettel.

2. Comply with this Charter.

3. Take responsibility for the debts and other liabilities of Viettel with its charter capital.

4. Comply with regulations of law on when approving investment guidelines, purchase and sale of Viettel’s assets, borrowing contracts, lending contracts and other contracts.

5. Protect the Viettel’s rights to do business as prescribed by law.

6. Fulfill other obligations prescribed by law and this Charter.

Section 2. SPECIFIC RIGHTS AND RESPONSIBILITIES OF REPRESENTATIVES OF STATE OWNERSHIP OF VIETTEL

Article 24. Rights and responsibilities of the Government

1. Promulgate, revise Viettel’s Charter and salary management regulations.

2. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 25. Rights and responsibilities of the Prime Minister

1. Decide the establishment, objectives, primary and relevant business lines; organizational structure and name of Viettel; reorganization, change of owner, dissolution, bankruptcy in consideration of the Ministry of National Defense and opinions of relevant ministries as prescribed by law.

2. Based on the request and evaluation of the Ministry of National Defense and opinions of relevant ministries, consider approving: establishment scheme, policies on reorganization, change of owner, dissolution, bankruptcy of wholly Viettel-owned subsidiary companies and their conversion into groups of parent company – subsidiary companies in Vietnam and other countries.

3. Approve the master plan for arrangement, innovation and restructuring of Viettel Group in consideration of the request of the Ministry of National Defense and opinions of relevant ministries.

4. Decide charter capital upon establishment; adjust Viettel’s charter capital prescribed in Clause 2 Article 6 of this Charter during its operation in consideration of the request of the Ministry of National Defense and opinions of the Ministry of Finance.

5. Decide designation, re-designation, dismissal, resignation, reassignment, discipline and commendation, retirement of Viettel’s President at the request of the Ministry of National Defense. The Prime Minister shall designate Viettel’s President after reaching a consensus with the Communist Party Personnel Department of the Government.

6. Approve Viettel’s business strategy, business plans and 5-year development plans in consideration of the request of the Ministry of National Defense and opinions of relevant ministries.

7. Issue investment guidelines for Viettel’s projects in Vietnam in the cases specified in Clause 1 Article 31 of the 2014’s Law on Investment.

8. Decide investments in Viettel’s outward investment projects if their investment guidelines are issued by the National Assembly. Issue investment guidelines for Viettel’s outward investment projects in the cases specified in Clause 2 Article 54 of the 2014’s Law on Investment.

9. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 26. Rights and responsibilities of the Ministry of National Defense

The Ministry of National Defense is the direct supervisory body of Viettel’s President and has the following rights and responsibilities:

1. Propose Viettel’s Charter and salary management regulations to the Government for promulgation.

2. Request the Prime Minister to consider:

a) Deciding the establishment, objectives, business lines; organizational structure, name of Viettel; reorganization, change of owner, dissolution, bankruptcy of Viettel.

b) Approving Viettel’s business strategy, business, investment and development plans.

c) Deciding Viettel’s charter capital and additional charter capital as prescribed by law.

d) Approving the master plan for arrangement, innovation, restructuring of Viettel Group and Viettel.

dd) Deciding designation, re-designation, dismissal, resignation, reassignment, discipline and commendation, retirement of Viettel’s President.

3. Appraise establishment scheme, policies on reorganization, change of owner, dissolution, bankruptcy of wholly Viettel-owned subsidiary companies and their conversion into groups of parent company – subsidiary companies in Vietnam and other countries, and submit them to the Prime Minister for approval.

4. Approve the policies for establishment, dissolution, shutdown of Viettel’s dependent units; approve relocation of Viettel’s headquarters.

5. Decide designation, re-designation, dismiss, resignation, reassignment, secondment; promotion; salary, pay rise, discipline and commendation, retirement of Viettel’s General Director and other executive officers in accordance with Vietnam’s Army Personnel Regulation, other regulations of the Ministry of National Defense, law and this Charter. The Minister of National Defense shall designate Viettel’s General Director after reaching a consensus with the Communist Party Personnel Department of the Government.

6. Decide designation, dismissal, resignation, secondment, reassignment, promotion, salary, pay rise, demotion, cashiering, removal from office, discipline and commendation of Viettel’s Controllers. Designate 01 Controller as Chief Controller in case there is a Board of Controller at Viettel.

7. Decide promulgation and revision of Viettel Group’s financial management regulations after reaching a consensus with the Ministry of Finance.

8. Approve Viettel’s annual business plans and financial plans.

9. Develop annual plans for manufacture and supply of defense and security products and services and assign annual defense and security tasks.

10. Decide investments in Viettel’s outward investment projects if their investment guidelines are issued by the Prime Minister in the cases specified in Clause 8 Article 25 of this Charter. Issue investment guidelines for Viettel’s outward investment projects other than those specified in Clause 1 and Clause 2 Article 54 of the 2014’s Law on Investment.

11. Issue investment guidelines for Viettel’s external investment projects, including: Contribution of capital to establish other enterprises; capital contribution via business cooperation contract without establishing a new juridical person; purchase of shares/stakes in other enterprises; acquisition of entire enterprises; purchase of government bonds and corporate bonds in case an investment project has more than 30% of equity according to the latest quarter financial statement or annual financial statement of Viettel before the date of decision, or higher than the capital of a Group B project according to the Law on Public Investment, provided the investment guidelines of this project are not issued by the Prime Minister according to Clause 7 and Clause 8 Article 25 of this Charter and is not the case specified in Article 12 of this Article.

12. Issue investment guidelines of enterprises in which Viettel forms a joint venture with a foreign investor in Vietnam and projects for investment in other enterprises for provision of public utilities.

13. Issue investment guidelines for each projects for construction, purchase, sale of fixed assets other than the projects specified in Clause 11 and Clause 12 of this Article whose value exceeds 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the decision date of the project, or exceeds the capital of a Group B project according to the Law on Public Investment.

14. Issue guidelines for decrease in and transfer of Viettel’s stakes in other enterprises. Decide transfer of Viettel’s stakes in other enterprises in case the transfer price is lower than book value of Viettel after offset against provision for investment loss.

15. Issue guidelines for acquisition of other enterprises as Viettel’s subsidiary companies or associate companies.

16. Issue guidelines for grant of loans that exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the date of granting loan, or exceeds the capital of a Group B project according to the Law on Public Investment.

17. Issue guidelines for external loans; request the Ministry of Finance to appraise government-backed loans.

18. Issue guidelines for raising capital for projects where capital to be raised exceeds 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the date of capital raising, or exceeds the capital of a Group B project according to the Law on Public Investment; approve raising of capital from foreign individuals and credit institutions in accordance with regulations of law.

The total debts, including guaranteed debts of subsidiary companies, must not exceed three times the equity of according to the latest quarterly or annual financial statement of Viettel before the capital raising date.

19. Issue guidelines for conclusion of asset lease contracts that exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the leasing date, or the residual value of assets in which exceeds the capital of a Group B project according to the Law on Public Investment.

20. Issue guidelines for mortgage and pledge of Viettel’s assets to take loans according to Article 23 of the Law on Management and Use of State Capital for Business Operation of Enterprises; mortgage and pledge of Viettel’s assets directly serving manufacture, supply of public, defense and security products of Viettel.

21. Issue guidelines for liquidation and sale of assets whose residual value exceeds 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the date of liquidation, or exceeds the capital of a Group B project according to the Law on Public Investment.

22. Take charge and cooperate with the Ministry of Labor, War Invalid and Social Affairs and the Ministry of Finance in establishing and revising piece rates of Viettel. Supervise the establishment and realization of Viettel’s plan on salary fund.

23. Validate and approve Viettel’s financial statements, profit distribution plan, annual contribution to funds; settlement of losses by Viettel’s President.

24. Take charge and cooperate with relevant Ministries in supervising and inspecting compliance to the law; management, use, preservation and development of capital; implementation of investment and development plans; annual financial plans and business plans of Viettel. Supervise and inspect implementation of personnel regulations of the Communist Party, the State and Viettel; recruitment, payment of salary and bonuses. Comment on supervision and inspection by other competent organizations of Viettel’s investment, management and use of state capital. Evaluate the achievement of objectives and business performance of Viettel. Evaluate performance of Viettel’s President, General Director, Controllers and other managers as prescribed by law.

25. Decide other issues within the jurisdiction of the Ministry of National Defense as prescribed by law.

26. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 27. Rights and responsibilities of the Ministry of Finance

1. Send written comments on adjustment and addition of Viettel’s charter capital to the Ministry of National Defense, which will report to the Prime Minister for decision.

2. Provide additional charter capital for Viettel from state budget or Enterprise Arrangement and Development Fund after the Prime Minister approves and in accordance with regulations of law.

3. Cooperate with the Ministry of National Defense in inspecting and supervising the management, use, preservation and development of capital; implementation of Viettel’s annual financial plans; reach an agreement with the Ministry of National Defense on promulgation and revision of Viettel’s financial management regulations; examine Viettel’s financial management regulations at the request of the Prime Minister; decide designation, re-designation, dismissal, acceptance of resignation, discipline and commendation of financial controllers of Viettel.

4. Send comments on relevant issues to the Prime Minister, the Ministry of National Defense and other Ministries.

5. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 28. Rights and responsibilities of the Ministry of Planning and Investments

1. Validate and submit Viettel’s business strategies, business plans and 5-year development plans to the Prime Minister for approval

2. Cooperate with the Ministry of National Defense in supervision and inspection of the implementation of Viettel’s business strategy, business plans and 5-year development plans in.

3. Send comments on relevant issues to the Prime Minister and the Ministry of National Defense in accordance with regulations of law and this Charter.

4. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 29. Rights and responsibilities of the Ministry of Home Affairs

1. Cooperate with the Ministry of National Defense in supervision and inspection of the implementation of personnel regulations of the Communist Party and the State at Viettel.

2. Send comments on relevant issues to the Prime Minister in accordance with regulations of law and this Charter.

3. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 30. Rights and responsibilities of the Ministry of Labor, War Invalid and Social Affairs

1. Submit Viettel’s salary management regulations and revisions thereto to the Government for promulgation. Cooperate with the Ministry of National Defense in establishing and revising piece rates of Viettel.

2. Cooperate with the Ministry of National Defense in supervision and inspection of the provision of salaries, bonuses and benefits for Viettel’s employees.

3. Assist Viettel in management and protection of its lawful rights and interests and settlement of issues relevant to Viettel’s workers seconded to work overseas for its projects as prescribed by law.

4. Send comments on relevant issues to the Prime Minister in accordance with regulations of law and this Charter.

5. Exercise other rights and responsibilities prescribed by law and this Charter.

Article 31. Rights and responsibilities of the Ministry of Information and Communications

1. Provide and distribute telecommunications resources for Viettel as prescribed by law.

2. Send comments on relevant issues to the Prime Minister in accordance with regulations of law and this Charter.

3. Exercise other rights and obligations prescribed by law and this Charter.

Article 32. Rights and responsibilities of other Ministries, ministerial agencies and Governmental agencies

Other Ministries, ministerial agencies and Governmental agencies shall perform their state management tasks relevant to Viettel.

Article 33. Rights and responsibilities of Viettel’s President

1. Viettel’s President is assigned by competent authorities to perform rights and obligations the representative of state ownership at Viettel in accordance with regulations of law and this Charter.

2. Viettel’s President shall submit accurate and timely reports in accordance with regulations of law and this Charter.

Section 3. ASSIGNMENT OF OBLIGATIONS OF REPRESENTATIVES OF STATE OWNERSHIP OF VIETTEL

Article 34. Obligation to provide adequate charter capital

1. Representatives of state ownership shall provide adequate charter capital for Viettel from state budget or Enterprise Arrangement and Development Fund after the Prime Minister issues a decision and in accordance with regulations of law.

2. Viettel’s President has the obligation to provide adequate charter capital for wholly Viettel-owned subsidiary companies as prescribed by law.

Article 35. Obligation to comply with Viettel’s Charter

Representatives of state ownership of Viettel shall comply with Viettel’s Charter and take responsibility for their ultra vires decisions.

Article 36. Obligations to debts and other assets

1. The owner is liable for the debts and other assets within Viettel’s charter capital.

2. Viettel’s President shall ensure Viettel’s ability to repay its debts and other liabilities; separate the owner’s assets and Viettel’s assets

3. The Ministry of National Defense shall supervise, inspect and evaluate Viettel’s debts and other liabilities. In case Viettel has trouble settling a debt or liability, the Ministry of National Defense shall request Viettel to prepare a plan and report to a competent authority for consideration.

4. In case Viettel goes into bankruptcy, the Ministry of National Defense shall instruct Viettel’s President to file for bankruptcy in accordance with bankruptcy laws.

Article 37. Obligation to approval for investment guidelines, purchase and sale of assets, borrowing contracts, lending contracts and lease contracts

1. Representatives of state ownership of Viettel shall act within their competence and comply with regulations of law when approving investment guidelines, purchase and sale of assets, borrowing contracts and lending contracts of Viettel; supervise the implementation of their decisions and approvals.

2. Viettel’s President and General Director shall execute the investment projects, purchase and sale of assets, borrowing contracts, lending contracts and lease contracts of Viettel in accordance with regulations of law and this Charter.

Article 38. Obligation to protect the Viettel’s rights to do business

Representatives of state ownership of Viettel shall protect Viettel’s right to do business; make sure Viettel’s President and General Director are enabled to run Viettel effectively in accordance with regulations of law and this Charter.

Chapter IV

ORGANIZATION OF VIETTEL

Article 39. Management apparatus of Viettel

1. The management apparatus of Viettel consists of:

- President.

- General Director.

- Deputy General Directors.

- Controllers.

- Chief accountant.

- Assistance and internal control apparatus.

2. The President of Viettel is also its General Director.

Section 1. Viettel’s President

Article 40. Viettel’s President

1. Viettel’s President is the direct representative of state ownership of Viettel and shall has the rights and responsibilities thereof.

2. Viettel’s President shall employ the management apparatus and assistants (if any) and use the seal of Viettel to serve the performance of his/her rights and responsibilities. Where necessary, Viettel’s President may consult with from domestic and overseas experts before deciding important issues within his/her scope of competence. The consultation cost shall be specified in Viettel’s financial management regulations.

3. In case Viettel’s President is not present in Vietnam for more than 30 days, another person must be authorized in writing to perform certain rights and obligations of Viettel’s President and a written notice of this authorization must be sent to the Ministry of National Defense. Other cases of authorization shall comply with Viettel’s rules and regulations.

Article 41. The Viettel’s President shall:

1. Be a commissioned officer of Vietnam’s army; satisfy the standards and conditions specified in the Law on Commissioned Officers of Vietnam’s Army and regulations of competent authority.

2. Have training and experience of business administration or Viettel’s business lines

3. Be healthy, virtuous, honest, and integrated; has understanding of and compliance to the law.

Article 42. Designation, re-designation, discipline and commendation, term of office of Viettel’s President

1. The Ministry of National Defense shall propose to the Prime Minister designation, re-designation, discipline and commendation of Viettel’s President. The Prime Minister shall designate Viettel’s President after reaching a consensus with Communist Party Personnel Department of the Government.

2. The term of office of Viettel’s President shall comply with regulations of law.

Article 43. Dismissal and removal from office of Viettel’s President

1. The Prime Minister shall decide dismissal and removal from office of Viettel’s President as prescribed by law.

2. The procedures for dismissal and removal from office of Viettel’s President shall comply with regulations of law.

Article 44. Salary and other benefits of Viettel’s President

Viettel’s President shall receive the salary, remunerations, bonuses, allowances and other benefits prescribed by Viettel’s salary regulations and regulations of law.

Article 45. Rights and obligations of Viettel’s President

1. Receive, manage and efficiently use capital land and other resources provided for Viettel by the owner.

2. Organize performance of defense and security tasks as ordered or requested by the Prime Minister and the Ministry of National Defense; implement measures for assurance of information security and national telecommunications network safety.

3. Viettel’s President shall draft the guidelines and the contents specified in Articles 24, 25, 26 of this Charter and submit them to the Government, the Prime Minister and the Ministry of National Defense for decision; implement them after they are decided

4. Viettel’s President shall make the decision after the guidelines are issued the Prime Minister or the Ministry of National Defense:

a) Viettel’s strategies, 5-year business plans and development plan after the guidelines are approved by the Prime Minister; Viettel’s annual financial regulations and business plans after the guidelines are approved by the Ministry of National Defense.

b) Establishment, dissolution, shutdown of Viettel’s dependent units after the guidelines are approved by the Ministry of National Defense; relocation of Viettel’s headquarters after it is approved by the Ministry of National Defense and registered as prescribed by law.

c) Establishment, reorganization, transfer, dissolution, bankruptcy, increase/decrease of capital of wholly Viettel-owned subsidiary companies; transfer or sale part or all of charter capital of wholly Viettel-owned subsidiary companies; conversion of wholly Viettel-owned subsidiary companies into groups of parent company – subsidiary companies in Vietnam and other countries after the scheme or guidelines are approved by the Prime Minister.

d) Acquisition of other enterprises as Viettel’s subsidiary companies or associate companies after the guidelines are approved by the Ministry of National Defense.

dd) Investment in Viettel’s investment projects after the guidelines are issued by the Prime Minister as prescribed in Clause 7 Article 25 of this Charter.

e) Investment in Viettel’s outward investment projects after the guidelines are issued by the Ministry of National Defense as prescribed in Clause 10 Article 26 of this Charter.

g) Investment in Viettel’s external investment projects, including: Contribution of capital to establish other enterprises; capital contribution via business cooperation contract without establishing a new juridical person; purchase of shares/stakes in other enterprises; acquisition of entire enterprises; purchase of government bonds and corporate bonds in case an investment project has more than 30% of equity according to the latest quarter financial statement or annual financial statement of Viettel before the date of decision, or higher than the capital of a Group B project according to the Law on Public Investment after the guidelines are issued by the Ministry of National Defense.

h) Investment in projects in which Viettel forms a joint venture with a foreign investor in Vietnam and projects for investment in other enterprises for provision of public utilities after the guidelines are issued by the Ministry of National Defense.

i) Investment in each project for construction, purchase, sale of fixed assets other than the projects specified in Clause 11 and Clause 12 of this Article whose value exceeds 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the decision date of the project, or exceeds the capital of a Group B project according to the Law on Public Investment after the guidelines are issued by the Ministry of National Defense.

k) Decrease in and transfer of Viettel’s stakes in other enterprises; transfer of Viettel’s stakes in other enterprises in case the transfer price is equal to or greater than book value of Viettel after offset against provision for investment loss after the guidelines are approved by the Ministry of National Defense.

l) Viettel’s foreign loans after the guidelines are approved by the Ministry of National Defense, following regulations of law on conditions and procedures for enterprises to take foreign loans.

m) Plan for raising capital for projects where capital to be raised exceeds 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the capital raising date, or exceeds the capital of a Group B project according to the Law on Public Investment; raising capital from foreign entities after the guidelines are approved by the Ministry of National Defense.

n) Grant of loans that exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the loaning date, or exceeds the capital of a Group B project according to the Law on Public Investment after the guidelines are issued by the Ministry of National Defense.

o) Conclusion of asset lease contracts that exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the leasing date, or the residual value of assets in which exceeds the capital of a Group B project according to the Law on Public Investment after the guidelines are approved by the Ministry of National Defense.

p) Mortgage and pledge of Viettel’s assets to take loans according to Article 23 of the Law on Management and Use of State Capital for Business Operation of Enterprises.

Mortgage and pledge of Viettel’s assets directly serving manufacture, supply of public, defense and security products are subject to approval by the Ministry of National Defense.

q) Liquidation and sale of assets whose remaining value exceeds 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the date of liquidation, or exceeds the capital of a Group B project according to the Law on Public Investment, after the plan is approved by the Ministry of National Defense.

r) Settlement of business losses after the Ministry of National Defense approves; use of Viettel’s funds.

s) Other issues after the guidelines are issued or approved by the Prime Minister, the Ministry of National Defense or competent authorities as prescribed by law and this Charter.

5. Viettel’s President shall decide, approve the following issues:

a) Reorganization, business model, management apparatus, functions and tasks, productivity norms of dependent units, assistance and internal control apparatus of Viettel; structure and training of employees, and human resources development strategy of Viettel.

b) Task assignment, designation, re-designation, dismissal, resignation; reassignment, secondment, promotion, salary, pay rise, allowance, remunerations, bonuses and other benefits; discipline and commendation; demotion, cashiering; military discharge; retirement of Viettel’s executive officers, except those under management of the Prime Minister and the Ministry of National Defense, in accordance with personnel regulations of Vietnam’s Army, other regulations of the Ministry of National Defense, regulations of law and this Charter.

c) Appointment of representatives of Viettel’s stakes in other enterprises in accordance with regulations of law, personnel regulations of Vietnam’s Army and other regulations of the Ministry of National Defense.

d) Promulgation of the pay scale, payroll, piece rate, salary fund, regulations on payment of salaries and bonuses to employers and enterprise managers as prescribed by law.

dd) Investment in Viettel’s external investment projects, including: Contribution of capital to establish other enterprises; capital contribution via business cooperation contract without establishing a new juridical person; purchase of shares/stakes in other enterprises; acquisition of entire enterprises; purchase of government bonds and corporate bonds in case the project value does not exceed more than 30% of equity according to the latest quarter financial statement or annual financial statement of Viettel before the date of decision and does not exceed the capital of a Group B project according to the Law on Public Investment.

e) Investment in each project for construction, purchase, sale of fixed assets whose value does not exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the date of project decision and does not exceed the capital of a Group B project according to the Law on Public Investment.

g) Raising of capital in projects whose value does not exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the capital raising date and does not exceed the capital of a Group B project according to the Law on Public Investment.

h) Grant of loans that do not exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the loaning date and do not the capital of a Group B project according to the Law on Public Investment.

i) Mortgage and pledge of Viettel’s assets to take loans according to Article 23 of the Law on Management and Use of State Capital for Business Operation of Enterprises.

Mortgage and pledge of Viettel’s assets directly serving manufacture, supply of public products, defense and security are subject to approval by the Ministry of National Defense.

k) Conclusion of asset lease contract that does not exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the leasing date and the residual value of the asset does not exceed the capital of a Group B project according to the Law on Public Investment. The lease of assets directly serving manufacture, supply of public, defense and security products is subject to approval by the Ministry of National Defense.

l) Provision of guarantee for loans taken by subsidiary companies from credit institutions, provided: (1) the total guaranteed loan taken by a wholly Viettel-owned subsidiary company does not exceed the company’s equity according to the latest quarter financial statement or annual financial statement before the guarantee date, and (2) the total guaranteed loan taken by a subsidiary company whose >50% of charter capital is held by Viettel does not exceed the stake therein on the guarantee date.

m) Liquidation and sale of assets whose residual value does not exceed 30% of the equity written in the latest quarterly or annual financial statement of Viettel before the date of liquidation and does not exceed the capital of a Group B project according to the Law on Public Investment. The liquidation and sale shall follow the procedures prescribed by law. Liquidation and sale of assets derived from the army shall comply with regulations on management of military weapons, technical equipment and supplies.

n) Use of trademarks, brand names and other intellectual property of Viettel; guidelines for market development, marketing and technology of Viettel.

o) Ratification of Viettel’s rules and regulations; promulgation of industry-specific regulations; assign specific tasks to the General Director and Deputy General Directors of Viettel, its dependent units, and Viettel’s authorized representatives at its subsidiary companies and associate companies in accordance with regulations of law and this Charter. In case of changes to State policies or when necessary, Viettel’s President may change the assigned tasks.

p) Economic – technical norms; norms for quality of goods and services, costs, purchases, productivity of Viettel as prescribed by law.

q) Conclusion of contracts for purchase of goods and services with deferred payment according to bidding result.

r) Implementation of decisions of state ownership representatives. Implementation of Viettel’s business and investment plans and evaluation thereof in accordance with regulations of law and this Charter.

s) Inspection and supervision of performance of the General Director, Deputy General Directors, chief accountant of Viettel, Directors and heads of Viettel’s dependent units in accordance with regulations of law and this Charter. Inspection of adherence to Viettel Group’s norms, standards and prices by member enterprises.

t) Approval for and implementation of the plan for business cooperation and investment plan between member enterprises. Cooperating or instructing member enterprises to adhere to and achieve the objectives via the activities specified in this Charter.

u) Supervision, preparation of periodic reports and irregular reports requested by state ownership representatives on business performance, finance of Viettel and Viettel Group in accordance with regulations of law and this Charter.

v) The following issues of domestic and overseas wholly Viettel-owned subsidiary companies (hereinafter referred to as “subsidiary companies”):

- The issues specified in Point c Clause 4 of this Article.

- Contribution, holding, increase, decrease in capital of subsidiary companies in other enterprises.

- Objectives, business line and changes thereof.

- Charter capital upon establishment; adjustment to charter capital during operation of subsidiary companies after the guidelines are approved by the Ministry of National Defense.

- Changes of names and relocation of subsidiary companies. Business model, organizational structure, productivity norms, pay scales of subsidiary companies.

- Establishment, reorganization, transfer of ownership, dissolution, bankruptcy of subsidiary companies that are single-member limited liability companies, multiple-member limited liability companies, joint stock companies whose controlling shares/stakes are held by subsidiary companies.

- Decide designation, re-designation, dismiss, resignation, reassignment, secondment; promotion, pay rise, discipline and commendation, retirement of Presidents, members of Board of Members, Directors Controllers and other managers of subsidiary companies in accordance with regulations of law, Vietnam’s Army Personnel Regulation and other regulations of the Ministry of National Defense.

- Promulgation and revision of financial management regulations of subsidiary companies.

- Approval and revision of Charters of subsidiary companies.

- Approval for establishment, reorganization, dissolution, shutdown, organizational structure of branches, representative offices, dependent units or subsidiary companies in Vietnam and other countries.

- b) 5-year and annual development plans, business plans and business strategies of subsidiary companies.

- Approval, ratification and decision of investment projects and construction projects (including external investment projects), capital raising plans, purchase and sale of assets, conclusion of contracts of subsidiary companies that exceed the limit imposed by Viettel and specified in their charters.

- Approval for annual financial statements, profit distribution, fund contributions; use of profit after fulfillment of tax liabilities and other liabilities; approval for loss settlement plans of subsidiary companies.

- Supervision and assessment of business performance of subsidiary companies; inspection and supervision of Board of Members or President, Controllers and representative of Viettel stakes in subsidiary companies performing the tasks assigned by the owner as by law, this Charter and the companies’ charters.

- Withdrawal of the entire value of assets of a subsidiary company after dissolution or bankruptcy procedures are completed.

- Other rights prescribed by law and this Charter and the subsidiary companies’ charter.

- For subsidiary companies established overseas, the rights and obligations specified in this Article shall be performed in accordance with the host country’s law.

x) Decide the following issues regarding Viettel’s stakes in other enterprises:

- Decide decreases in stakes; divestment, transfer of Viettel’s stakes in other enterprises; transfer of the right to buy stakes or contribute capital to other enterprises after the guidelines are approved by the Ministry of National Defense.

- Decide qualifications, designation, dismissal, discipline and commendation, salaries, allowances and other benefits of representatives of Viettel’s stakes in other enterprises in accordance with regulations of law and this Charter.

- Request representatives of Viettel’s stakes in other enterprises to protect lawful rights and interests of Viettel in those enterprises.

- Request representatives of Viettel’s stakes in other enterprises to collect the distributed profit or dividends or divest Viettel’s capital; supervise the process of divestment or collection of profits or dividends

- Request representatives of Viettel’s stakes in other enterprises to report performance of their responsibilities to orient enterprises in which Viettel holds more than 50% shares/stakes to towards Viettel’s objectives and strategies.

- Request representatives of Viettel’s stakes in other enterprises to submit periodic and irregular reports on the enterprises’ financial status and business performance.

- Inspect and supervise performance of representatives of Viettel’s stakes in other enterprises to deal with their weaknesses.

- Other rights and obligations to Viettel’s stakes in other enterprises prescribed by regulations of law, the Ministry of National Defense and Viettel.

y) Other issues prescribed by law and this Charter.

6. Exercise other rights and obligations prescribed by law and this Charter.

Article 46. Obligations and responsibilities of Viettel’s President

1. Viettel’s President has the obligations to:

a) Operate Viettel in accordance with regulations of law, decisions of representatives of state ownership and this Charter.

b) Perform the rights and tasks assigned in a honest and cautious manner to ensure the best interests of Viettel and its owner.

c) Serve the interests of Viettel and its owner. Do not use Viettel’s information, secrets, business opportunities, assets and his/her position to serve personal interests or to serve any other organization or individual.

d) Promptly and fully inform Viettel of the enterprises that he/she or his/her related persons own or has shares/stakes in.

dd) Assume personal responsibility when taking advantage of Viettel’s reputation to commit violations of law; do business or conduct transactions that do not serve Viettel’s interest and cause damage; pay undue debts while Viettel is facing financial risks.

e) Fulfill other obligations prescribed by this Charter and relevant laws.

2. Responsibility of Viettel’s President:

a) Responsibility to request competent authorities to approve guidelines for or decide issues relevant Viettel as prescribed in this Charter.

b) Responsibility to the Government, the Prime Minister, the Minister of National Defense and the law for performance of his/her rights and tasks in accordance with regulations of law and this Charter.

c) Responsibility to the representative of state ownership for management, use, preservation and development of capital; promptly inform the representative of state ownership of the losses, insolvency or failure to perform assigned tasks and other violations.

d) Responsibility for the losses of capital and assets of Viettel.

dd) Other responsibilities prescribed by law and this Charter.

Section 2. VIETTEL’S GENERAL DIRECTOR

Article 47. Viettel’s General Director

1. Viettel’s General Director shall have the rights and obligations prescribed by law, this Charter, financial management regulations and other rules and regulations of Viettel.

2. Viettel’s General Director shall coordinate everyday operations of Viettel in accordance with this Charter; employs Viettel’s management apparatus, assistance department and seal to serve his/her rights and obligations.

3. In case Viettel’s General Director is not present in Vietnam for more than 30 days, another person must be authorized in writing to perform certain rights and obligations of Viettel’s General Director. Other cases of authorization shall comply with Viettel’s rules and regulations.

Article 48. Standards of Viettel’s General Director

Article 41 of this Charter shall apply.

Article 49. Designation, re-designation, discipline and commendation, term of office of Viettel’s General Director

1. The Minister of National Defense shall decide designation, re-designation, dismissal, and removal from office, discipline and commendation of Viettel’s General Director in accordance with regulations of law and Vietnam’s Army Personnel Regulations. The Minister of National Defense shall designate Viettel’s General Director after reaching a consensus with Communist Party Personnel Department of the Government.

2. The term of office of Viettel’s General Director shall comply with regulations of law and competent authorities.

Article 50. Dismissal and removal from office of Viettel’s General Director

1. The Minister of National Defense shall decide dismissal and removal from office of Viettel’s General Director in the cases specified in Clause 2 of this Article.

2. Viettel’s General Director will be dismissed or removed from office in the following cases:

a) He/she fails to fully satisfy the standards specified in Article 41 of this Charter.

b) One of the following cases:

- He/she fails to fulfill his/her obligations for 02 consecutive years.

- He/she is disciplined in 01 term or 02 consecutive terms for reasons relevant to his/her position or duties.

- He/she fails to maintain cooperation or causes division within the organization as concluded by a competent authority.

- An inspecting authority or inspector concludes that he/she has committed ethics violations or actions banned among Communist Party members (if he/she is a Communist Party member).

c) His/her resignation letter is approved in writing by a competent authority.

d) Other cases specified in Vietnam’s Army Personnel Regulations, other regulations of the Ministry of National Defense, regulations of law and this Charter.

Article 51. Salary and other benefits of Viettel’s General Director

Viettel’s General Director shall receive the salary, remunerations, bonuses, allowances and other benefits prescribed by Viettel’s salary regulations and regulations of law.

Article 52. Duties and entitlements of Viettel’s General Director

1. Decide employment, entry into employment contracts, assignment, reassignment; salaries, pay rises, allowances, remunerations, bonuses and other benefits; training, discipline and commendation, termination of employment contracts and retirement of Viettel’s employees, except the positions under the management of Viettel’s President.

2. Decide promulgation of internal rules and regulations, procedures, guidance on administration of Viettel’s business operation.

3. Decide promulgation of Viettel’s rules and regulations after they are approved by Viettel’s President.

4. Sign contracts and agreements on behalf of Viettel, except for those within the power of Viettel’s President.

5. Coordinate implementation of overall business plans and investment plans among member enterprises; inspect member enterprises’ compliance with the norms, standards, unit prices imposed by Viettel Group.

6. Organize implementation of Viettel’s business plans and investment plans, decisions of Viettel’s President and evaluation thereof in accordance with regulations of law and this Charter.

7. Assign employees of Viettel and its dependent units to work, study, perform certain tasks, execute Viettel’s projects overseas; receive foreigners and commissions that enter Vietnam to work with Viettel in accordance with military diplomatic regulations of the Ministry of National Defense.

8. Monitor, supervise and business performance and finance of Viettel and Viettel Group; submit periodic or irregular reports to Viettel’s President and competent authorities in accordance with regulations of law and this Charter.

9. Other rights and duties authorized by Viettel’s President, regulations of law, this Charter and Viettel’s General rules and regulations.

Article 53. Obligations and responsibilities of Viettel’s General Director

1. Comply with regulations of law, this Charter, decisions of Viettel’s President in performance of his/her rights and duties.

2. Assume responsibility to Viettel’s President and the law for the performance of his/her rights and duties specified in this Charter and regulations of law.

3. Perform the rights and duties in a honest and cautious manner to ensure the best interests of Viettel and its owner.

4. Serve the interests of Viettel and its owner. Do not use Viettel’s information, secrets, business opportunities, assets and his/her position to serve personal interests or to serve any other organization or individual.

5. promptly and fully inform Viettel of the enterprises that he/she or his/her related persons own or has controlling interest.

6. Other obligations and responsibilities prescribed by law and this Charter.

Section 3. CONTROLLERS

Article 54. Controllers

1. Designation and operation of Controllers of Viettel shall comply with regulations on controllers of wholly state-owned single-member limited liability companies.

2. The quantity, qualifications, operation, duties, responsibilities, entitlements, obligations, relationships of controllers with relevant organizations and individuals; salaries and other benefits of controllers shall comply with regulations of law.

Section 4. DEPUTY GENERAL DIRECTOR, CHIEF ACCOUNTANT, ASSISTANCE AND INTERNAL CONTROL APPARATUS

Article 55. Deputy General Director and Chief Accountant

1. Deputy General Directors:

a) Viettel shall have no more than 05 Deputy General Directors. In case more than 05 Deputy General Directors are necessary, Viettel shall request the Ministry of National Defense to submit a report to the Prime Minister for consideration. The term of office of Deputy General Director of Viettel shall comply with Vietnam’s Army Personnel Regulations, regulations of the Ministry of National Defense and the law.

b) Deputy General Directors shall assist the General Director operating Viettel ad assigned and authorized by the General Director, in accordance with regulations of law; are responsible to Viettel’s President and General Director for the performance of their duties and entitlements.

c) The designation, re-designation, dismissal, resignation; reassignment, secondment, promotion, discipline and commendation, demotion, cashiering, military discharge, resignation, retirement of Deputy General Directors shall comply with Vietnam’s Army Personnel Regulations, other regulations of the Ministry of National Defense and the law.

d) Salaries, bonuses, allowances and other benefits of Deputy General Directors shall comply with Viettel’s salary regulations and regulations of law and be appropriate for Viettel’s business performance.

2. Chief accountant:

a) Viettel has 01 chief accountant, the term of office of whom shall comply with Vietnam’s Army Personnel Regulations, other regulations of the Ministry of National Defense and the law.

b) The chief accountant shall organize Viettel’s finance and accounting tasks; assist Viettel’s President and General Director in financial supervision and development of Viettel’s financial resources in accordance with regulations of law on finance and accounting; has the duties and entitlements prescribed by regulations of law on finance and accounting; is responsible to the Prime Minister, Viettel’s General Director and the law for performance of his/her duties.

c) The designation, re-designation, dismissal, resignation; reassignment, secondment, promotion, discipline and commendation, demotion, cashiering, military discharge, resignation, retirement of the chief accountant shall comply with Vietnam’s Army Personnel Regulations, other regulations of the Ministry of National Defense and the law.

d) Salaries, bonuses, allowances and other benefits of the chief accountant shall comply with Viettel’s salary regulations and regulations of law and be appropriate for Viettel’s business performance.

Article 56. Assistance apparatus

1. The assistance apparatus consists of specialized agencies that asset Viettel’s President and General Director in running Viettel, performance of duties and entitlements of the owner, shareholders and capital contributors in other enterprises.

2. The organizational structure, duties and entitlements and personnel of assistance apparatus shall be decided by Viettel’s President and General Director according to Viettel’s objectives.

Article 57. Internal control apparatus

1. Viettel’s internal control apparatus is meant to assist Viettel’s President and General Director in inspection and supervision of Viettel’s and Viettel Group’s business operation and administration; discover, prevent, reduce and deal with mistakes and risks during business operation; ensure all operations of Viettel and enterprises of Viettel Group are stable, safe and lawful.

2. Viettel’s President shall decide the establishment of the internal control apparatus, its organizational structure, functions, tasks, powers, standards, qualifications, salaries, bonuses, operation regulations and other relevant issues.

Section 5. Employees participating in the management of Viettel

Article 58. Types of participation

Employees may participate in the management of Viettel through:

1. Employee assembly.

2. Workplace dialogue.

3. Employee enquiry;

4. Viettel’s Trade Union.

5. Exercise of the right to complain and denounce prescribed by law.

6. Other forms prescribed by law.

Article 59. Management issues with employee participation

Employees may participate in discussions and make comments before the following issues are decided by competent persons:

1. Establishment and revision of rules and regulations that have to be known among all employees.

2. Solutions for cutting costs, improving productivity, labor safety, labor hygiene, environmental safety and fire safety.

3. Establishment and revision of the collective bargaining agreement.

4. Resolution of the employee assembly.

5. Procedures for settlement of labor dispute, imposition of disciplinary actions and liabilities.

6. Other issues relevant to rights and obligations of employees prescribed by law.

Chapter V

RELATIONSHIP OF VIETTEL WITH DEPENDENT UNITS, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

Section 1. MANAGEMENT AND ADMINISTRATION RULES

Article 50. Cooperation within Viettel

Viettel, subsidiary companies, member enterprises and associate companies (hereinafter referred to as “Viettel Group’s participants”) shall cooperate with each other as follows:

1. Establish common operation regulations on the basis of agreements between Viettel and Viettel Group’s participants.

2. Viettel shall preside over, in part or in full, the cooperation in performance of the following activities among Viettel Group’s participants:

a) Development and management of business plans.

b) Assurance of information security and safety of postal and telecommunications networks.

c) Assignment of business lines of Viettel Group’s participants.

d) Organization of finance, accounting and statistics tasks.

dd) Establishment, management and use of funds of Viettel Group.

e) Management and use of assigned resources and land.

g) Personnel, salaries, remunerations, health care, training, human resources development.

h) Assurance of labor safety, natural disaster management and environmental safety.

i) Application of technologies.

k) Naming of units of Viettel Group; use of names and trademarks of Viettel Group.

l) Administrative and diplomatic tasks of Viettel Group.

m) Management of emulation, arts, sports and social activities

n) Other activities agreed among Viettel Group’s participants.

Article 61. Cooperation and autonomy principles

1. Viettel Group’s participants that operate in the same business line or area or provide the same service shall cooperate and assist each other in accordance with Viettel’s business and market development strategy, ensuring fairness, mutual respect and benefits.

2. Viettel Group’s participants shall have business autonomy and are responsible to their owner and the law.

3. Contracts, transactions and other relationships between Viettel and Viettel Group’s participants shall be established and carried out independently and equally according to the conditions applied to independent legal entities.

4. Viettel Group’s participants shall have their own charters which area approved following the procedures prescribed by law in a manner that is appropriate for their type of business.

Article 62. Management of Viettel Group through Viettel

1. Viettel shall represent Viettel Group in the relationship with third parties in Vietnam and other countries and other activities in the name of Viettel Group under agreement with Viettel Group’s participants and relevant regulations of law.

2. Viettel shall exercise its rights to member enterprises through capital, services, technology, market, trademarks in accordance with this Charter and charters of the member enterprises or the agreement between Viettel and those enterprises.

3. Viettel shall have the rights and obligations of the owner, shareholder and member at the Viettel Group’s participants to coordinate activities of Viettel Group as follows:

a) Employ Viettel’s management apparatus or establish a separate management apparatus to study and develop strategies, propose solutions for coordinating the activities specified in Clause 4 of this Article to Viettel’s President for approval; carry out the activities specified in Clause 4 of this Article through the authorized representatives of Viettel Group’s participants.

b) Coordinate activities of Viettel Group through execution of contracts with Viettel Group’s participants.

c) Establish uniform regulations in Viettel Group.

d) Develop and implement measures for assurance information security and national telecommunications network safety as prescribed by law.

4. Activities to be coordinated by Viettel:

a) Development, implementation of development strategies and business cooperation plans of Viettel Group; development of business strategies of member enterprises according to the development strategy; business cooperation plans of Viettel Group; development and implementation of management regulations, standards and norms uniformly applied in Viettel Group.

b) Classification of member enterprises according to their positions and importance in Viettel Group’s development strategy; determination of primary business lines, list of key member enterprises; orientation of member enterprises operating in primary business lines; management of authorized representatives of Viettel’s controlling interest in key enterprises.

c) Development of 5-year and annual development plans and business plans of member enterprises.

d) Establishment of business and investment objectives, business targets; task assignment, specialization, cooperation, market penetration, expansion and sharing, export use of trademarks of Viettel Group, information services, research and development, training and other activities of member enterprises according to general policies of Viettel Group.

a) Development and implementation of regulations on management of Viettel Group’s trademarks; common elements in names of Viettel Group’s participants.

e) Orientation of personnel structure of member enterprises.

g) Orientation of charters and control charter capital structure of member enterprises.

h) Appointment of authorized representatives to participate in management of subsidiary companies and associate companies. Promulgation and implementation of regulations on appointment, replacement, supervision and assessment of representatives’ performance.

i) Gathering resources of member enterprises and associate companies to carry out bidding and execution of common projects of member enterprises and associate companies under their agreements.

k) Research, technology transfer, marketing, trade promotion, international cooperation and other activities for Viettel Group’s participants.

l) Cooperation in establishment, management and use of common funds; financial supervision and risk management; provide assistance in for member enterprises at their request.

m) Cooperation in performance of administrative tasks and transactions with partners of member enterprises at their request; perform public interest tasks and other tasks assigned by the State.

n) Establishment and connection of information networks of all member enterprises and associate companies.

o) Provision of assistance for member enterprises directly serving defense and security in maintaining and developing their business in the beginning to achieve budget balance.

p) Preparation consolidated financial statements of Viettel and its subsidiary companies.

q) Discussion with Viettel Group’s participants in performance of common activities.

r) Organization of the coordination between departments of Viettel.

s) Viettel and its subsidiary companies may participate in each other’s selection of contractor for purchase/sale trade of goods and services that belong to primary business lines of Viettel and are both the outputs of one company and the inputs of the other within Viettel Group. In case a product or service is unique in the market, comply with regulations of the Prime Minister.

t) Other activities appropriate for characteristics of Viettel Group, relevant regulations of law, this Charters, charters of subsidiary companies, member enterprises, associate companies and association contracts.

5. Viettel, its subsidiary companies, member enterprises and associate companies have the rights and obligations of enterprises ad prescribed by law; are legally responsible for their business operation; have rights and obligations under contracts and agreements among them.

6. The cooperation and orientation within Viettel Group shall comply with law; charters of subsidiary companies, member enterprises, associate companies; rights of representatives of state ownership at Viettel or agreements between Viettel and its subsidiary companies, member enterprises, associate companies; the position of Viettel in coordination of its member enterprises and associate companies.

7. In case Viettel takes advantage of its position to interfere beyond the power of the owner/member/shareholder or against the agreements with Viettel Group’s participants and threatens their interests or relevant parties, Viettel and relevant persons shall be responsible as prescribed by law.

Article 63. Responsibilities of Viettel for management and operation of Viettel Group

1. Responsibility to the representative of state ownership for achievement of its primary objectives and other objectives set out by the representative. Facilitate supervision by the representative of state ownership of the investment portfolio, projects for investment in finance, banking, health insurance, securities and real estate as prescribed by law.

2. Management of investment portfolio at Viettel to ensure fulfillment of investment conditions and the proportions of busines lines as prescribed; supervise Viettel’s investment portfolio at subsidiary companies; supervise business lines of subsidiary companies.

3. Provide information and report the issues specified in this Charter.

4. Establish organizations that provide services for Viettel Group’s participants.

5. Report to and facilitate supervision by competition authorities regarding economic concentration in Viettel Group.

6. Fulfill obligations corresponding to the registered type of business and other obligations prescribed by law.

7. Establish and implement the system for evaluation of qualification of authorized representatives at member enterprises.

8. Establish and implement the policies on managerial personnel at Viettel and authorized representatives at subsidiary companies, member enterprises and associate companies.

9. Instruct member enterprises to establish funds and uniform operation and accounting systems as prescribed by law.

Section 2. MANAGEMENT OF VIETTEL’S INVESTMENTS IN OTHER ENTERPRISES

Article 64. Rights and obligations of Viettel to management of Viettel’s investments in other enterprises

1. Viettel’s President shall exercise the rights and obligations of the owner to subsidiary companies that are single-member limited liability companies; of the joint owner having controlling interest in subsidiary companies that are multiple-member limited liability companies, joint stock companies and joint venters; of the joint owner with non-controlling interest in associate companies as prescribed by law.

2. Rights and obligations of Viettel to wholly Viettel-owned subsidiary companies shall comply with Point v Clause 5 Article 45 of this Charter, those companies’ charters and regulations of law.

3. Rights and obligations of Viettel to other subsidiary companies in which Viettel has shares/stakes shall comply with Point X Clause 5 Article 45 of this Charter, those companies’ charters and regulations of law.

Article 65. Qualifications and operation of representatives of Viettel’s investments in other enterprises

1. An representative of Viettel’s investment in another enterprise shall fully satisfy the following conditions:

a) He/she is a Vietnamese citizen and resident;

b) He/she has political credentials, moral sense, full legal capacity and good health to perform his/her tasks;

c) He/she has legal knowledge and compliance to the law;

d) He/she has professional qualifications and experience suitable for his/her position as a representative;

dd) He/she is not being banned from holding certain positions, disciplined, investigated, prosecuted, tried, serving an imprisonment sentence or a disciplinary decision.

e) He/she is not the spouse, parent, adoptive parent, child, adopted child, sibling, brother-in-law, sister-in-law of the chairperson or member of the Board of Members, chairperson or member of the Board of Directors, the President, Controller, General Director/Director, Deputy General Director/Deputy Director or chief accountant of the enterprise.

g) Fulfill other conditions prescribed by relevant laws.

2. Operation of representatives of Viettel’s investments in other enterprises

a) Viettel shall appoint the representatives of Viettel’s investments in other enterprises in writing, specifying their rights and responsibilities.

b) The representative shall operate within the term of office of the Board of Members or Board of Directors.

c) A full-time representative shall only operate at one enterprise.

d) A part-time representative may operate at more than one enterprise.

Article 66. Duties, entitlements and obligations of representatives of Viettel’s investments in other enterprises

1. Ask for Viettel’s opinions about the following issues before offering his/her opinions or vote and make decisions at the General Assembly of Shareholders, meetings of the Board of Directors or Board of Members of the enterprise:

a) Busines lines, objectives, business strategy, investment and development plans, business plans.

k) Promulgation and revision of the charter; increase or decrease in charter capital; election, dismissal, discipline and commendation of members of the Board of Director or Board of Members, General Director/Director, Deputy General Directors/Deputy Directors.

c) Distribution of profit and contribution to the enterprise’s funds.

d) Reorganization, dissolution, bankruptcy of the enterprise.

dd) Other issues within the power of the General Assembly of Shareholders, Board of Directors or Board of Members.

2. Report the losses, insolvency or failure to perform assigned tasks and other violations.

3. Submit quarterly, annual and irregular reports at the request of Viettel on the enterprise’s performance and finance and propose solutions.

4. Resign when his/her duties are not fulfilled, or he/she is no longer qualified for the position of Viettel’s representative.

5. Take legal responsibility for the losses of capital of the enterprise.

6. Exercise and fulfill other rights, responsibilities and obligations prescribed by law, this Charter and Viettel’s rules and regulations.

Article 67. Salaries, bonus and benefits of representatives of Viettel’s investments in other enterprises

1. Salaries, responsibility allowances, bonuses and benefits of full-time representatives of Viettel’s investment in other enterprises shall be paid by the enterprises.

2. For part-time representatives of Viettel’s investments in other enterprises:

a) Remunerations: paid by the enterprises.

b) Salary, responsibility allowance, bonuses and other benefits: paid by Viettel.

3. Representatives of Viettel’s investments in other enterprises shall be entitled to other benefits prescribed by law and this Charter.

Section 3. Relationship of Viettel with dependent units, subsidiary companies and associate companies

Article 68. Relationship between Viettel and its dependent units in Vietnam and other countries.

1. Viettel’s dependent units in Vietnam and other countries shall be established and operated in accordance with Vietnam’s law, the host country’s law and this Charter. Viettel shall exercise the rights and obligations of the owner to the dependent units in accordance with Vietnam’s law, the host country’s law and this Charter.

2. Viettel’s dependent units shall implement this Charter or their own rules and regulations that are approved by Viettel’s President; earn revenues from execution of contracts for supply of goods and services with units within and outside of Viettel; record their operating expense in as Viettel’s expense.

3. General Directors/Directors and heads of Viettel’s dependent units in Vietnam and other countries may decide investment projects, contracts for purchase and sale of assets, lease, borrowing and other contracts within the scope of power assigned or authorized by Viettel’s President and in accordance with regulations of law.

Article 69. Relationship between Viettel wholly Viettel-owned subsidiary companies in Vietnam and overseas

1. Viettel is the owner of wholly Viettel-owned subsidiary companies. Viettel’s President shall exercise the rights and obligations of the owner to these subsidiary companies in accordance with Point v Clause 5 Article 45 of this Charter, the subsidiary companies’ charters and regulations of law. The assistance apparatus shall assist Viettel’s President in:

a) Receiving, inspecting, validating reports submitted by subsidiary companies before submitting them to Viettel’s President for consideration, approval or decision.

b) Supervise the implementation of business cooperation plans and other tasks at the companies.

2. Rights and obligations of wholly Viettel-owned subsidiary companies:

a) Perform busines tasks under the contracts with Viettel; be provided with information, services and benefits from common operations of Viettel Group in accordance with this Charter and under agreements with member enterprises and associate companies, and regulations of law.

b) Implement common agreements of Viettel Group and contracts with Viettel and Viettel Group’s participants; implement lawful subsidiary company-related decisions of Viettel ; participate in implementation of the plans for business cooperation with Viettel and Viettel Group’s participants.

3. Rights and obligations of authorized representatives at wholly Viettel-owned subsidiary companies shall comply with Article 66 of this Charter and regulations of law.

4. For wholly Viettel-owned subsidiary companies established overseas, the rights and obligations of Viettel and authorized representatives shall comply with the host country’s law.

Article 70. Relationship between Viettel and subsidiary companies in which Viettel has controlling interest in Vietnam and overseas

1. Viettel is the owner of Viettel’s shares/stakes in enterprises in which Viettel has controlling interest. Viettel’s President shall exercise the rights and obligations of the owner to these enterprises in accordance with Point x Clause 5 Article 45 of this Charter, their charters and regulations of law. Representatives of Viettel’s investments in these enterprises shall assist Viettel’s President in exercising the owner’s rights and obligations in accordance with regulations of law and this Charter.

2. Subsidiary companies in which Viettel has controlling interest have the rights and obligations prescribed by law and the following rights and obligations:

a) The right to participate in business cooperation plans under contracts with Viettel and member enterprises; be provided with information, services and benefits from common operations of Viettel Group in accordance with this Charter and under agreements with member enterprises and associate companies and relevant laws.

b) Implement common agreements of Viettel Group, contracts with Viettel and member enterprises, lawful decisions of Viettel to serve Viettel’s controlling interest in the subsidiary companies.

3. Rights and obligations of authorized representatives at subsidiary companies in which Viettel has controlling interest shall comply with Article 66 of this Charter and regulations of law.

4. For overseas subsidiary companies in which Viettel has controlling interest, the rights and obligations of Viettel and authorized representatives shall comply with the host country’s law.

Article 71. Relationship between Viettel and associate companies in Vietnam and other countries

1. Viettel is the owner of Viettel’s stakes in its associate companies. Viettel’s President shall exercise the rights and obligations of the owner to associate companies in accordance with Point x Clause 5 Article 45 of this Charter, their charters, regulations of law and the association agreements/contracts. Representatives of Viettel’s stakes in the associate companies shall assist Viettel’s President in exercising the owner’s rights and obligations in accordance with regulations of law and this Charter.

2. Viettel shall develop the relationship with its associate companies through agreements on trademark, market, technology, research, training, human resources development and other agreements.

3. Rights and obligations of representatives of Viettel’s stakes at associate companies shall comply with regulations of law and this Charter.

4. For overseas associate companies, the rights and obligations of Viettel and authorized representatives shall comply with the host country’s law.

Chapter VI

VIETTEL’S FINANCE

Article 72. Capital, assets and funds of Viettel

1. Viettel’s capital includes state investment in Viettel, capital raised by Viettel and other types of capital prescribed by law.

2. State investment in Viettel includes investment from state budget, capital from development investment funds at enterprises, enterprise arrangement assistance fund, government-backed loans, state loans and other types of capital invested in Viettel by the State.

3. Viettel is the direct recipient of state investment in projects in which Viettel is the investor. Viettel is entitled to regulate investments in its dependent units, subsidiary companies and associate companies in consideration of their demand and business performance as prescribed by law.

4. Viettel’s funds include:

a) Funds assigned to Viettel by the State, including: the fund for commissioning Viettel’s manufacture, repair, upgrade, improvement, supply of information technology products and services serving national defense, and other funds as prescribed by law.

b) Viettel’s funds: scientific and technological development fund; investment and development fund; welfare fund; fund for rewarding enterprise managers and controllers, and other funds prescribed by law.

5. Development, management and use of the funds mentioned in Clause 4 of this Article:

a) Funds assigned to Viettel by the State mentioned in Point a Clause 4 of this Article shall be developed, management and used under decisions of competent authorities.

b) The investment and development fund shall be developed and managed in accordance with regulations of law and used for increasing Viettel’s charter capital, execution of Viettel’s investment projects, making investments in startups, application of new products and technologies of Viettel, and make investments in other projects of Viettel as prescribed by law. The contribution ratio, mechanisms of operation, management and evaluation of startups, application of new products and technologies shall be specified in Viettel’ financial management regulations.

c) The scientific and technological development fund, welfare fund, fund for rewarding enterprise managers and controllers and other funds shall be developed and used prescribed by law.

d) Details about development, management and use of the funds mentioned in Clause 4 of this Article shall be specified in Viettel’s financial management regulations and relevant laws.

Article 73. Management of capital, assets, revenues, expenses, costs and distribution of profits of Viettel

1. Management of capital, assets, revenues, expenses, costs and distribution of profits of Viettel shall comply with Viettel’s financial management regulations and regulations of law.

2. Revenues, other incomes and expenses in foreign currencies shall be recorded at exchange rates quoted by commercial banks that have transactions with Viettel.

Article 74. Financial plan, accounting, audit and statistics

1. Viettel’s fiscal year begins on January 01 and ends on December 31.

2. Viettel’s President shall organize the performance of accounting and statistics tasks in accordance with applicable laws, preparation of initial records, update of accounting records; ensure adequacy, timeliness and accuracy of business and financial information. Viettel’s annual financial statements shall be audited before they are submitted to competent authorities and published.

3. Subsidiary companies shall prepare and submit their financial statements to Viettel and are responsible for their accuracy and legitimacy. Viettel’s President shall be responsible for the accuracy of the financial statements, statistical reports and Viettel’s financial disclosure.

4. Viettel’s President shall implement regulations on reporting to representatives of state ownership in accordance with regulations of law and this Charter.

Chapter VII

VIETTEL GROUP’S OUTWARD INVESTMENTS

Article 75. Viettel Group’s outward investments

1. Viettel Group’s outward investments include outward investments by Viettel, its subsidiary companies and subsidiary companies over 50% charter capital of which are held by Viettel.

2. Viettel’s outward investments may exceed 3 business levels and are subject to approval by the Prime Minister.

3. Viettel’s outward investments shall comply with regulations of this Charter, Vietnam’s law and the host country’s law.

Article 76. Transfer of foreign currencies to other countries to pay for telecommunications licenses granted overseas

Viettel may transfer foreign currencies before the certificate of outward investment registration is granted according to the notice of grant of telecommunications license to pay for it in accordance with host country’s laws. The value of foreign currency transferred shall be equal to the payment for the license. State Bank of Vietnam shall supervise the transfer according to the schedule specified in the bidding documents or the request of the host country.

Chapter VIII

MANAGEMENT OF VIETTEL’S EMPLOYEES AND SALARIES

Article 77. Mechanism for management of Viettel’s employees and salaries

The mechanism for management of Viettel’s employees and salaries shall comply with regulations of law on management of Viettel’s employees and salaries and other regulations of law.

Chapter IX

REORGANIZATION, OWNERSHIP DIVERSIFICATION, DISSOLUTION AND BANKRUPTCY OF VIETTEL

Article 78. Reorganization of Viettel

1. Reorganization forms include: Consolidation, acquisition, full and partial division, conversion of business type and other forms of reorganization prescribed by law.

2. Reorganization of Viettel shall be decided by the Prime Minister in consideration of the request of the Ministry of National Defense and follow legal procedures.

3. The Prime Minister shall decide specific measures for reorganization of Viettel as prescribed by law.

Article 79. Ownership diversification

1. Viettel shall carry out ownership diversification in case the Prime Minister decides to equitize it or transfer part or all of state capital in Viettel.

2. Procedures for ownership diversification and transfer shall comply with the regulations of law relevant to the type of diversification or transfer.

Article 80. Dissolution of Viettel

1. Viettel’s dissolution shall be considered in the following cases:

a) The dissolution is decided by the owner.

b) The Certificate of Enterprise Registration is revoked.

2. Viettel may only be dissolved after all debts and other liabilities are fully paid and it is not involved in any dispute being undergoing settlement by court or arbitration.

3. Viettel’s dissolution shall be appropriate for the Master Scheme for Arrangement, Innovation, Restructuring of State-owned Enterprises approved by the Prime Minister. In case Viettel’s dissolution is not included therein, the Ministry of National Defense shall submit a proposal to the Prime Minister for consideration.

4. The procedures for Viettel’s dissolution shall comply with regulations of law.

Article 81. Bankruptcy of Viettel

The process of Viettel’s bankruptcy shall comply with bankruptcy laws.

Chapter X

VIETTEL’S RECORDS AND DOCUMENTS

Article 82. Access to Viettel records and documents

1. Viettel shall send the Ministry of National Defense, the Ministry of Finance and relevant authorities periodic reports as prescribed by law.

2. Where necessary, competent authorities may request Viettel, in writing, to provide documents relevant to the exercising of the rights of state management and the rights of representatives of state ownership in accordance with regulations of law and this Charter.

3. In addition to the documents necessary for periodic and unscheduled meetings, Viettel’s President is entitled to request the General Director, Deputy General Directors, chief accountant and managers of Viettel to provide any document relevant to the performance of Viettel’s President’s functions and tasks.

4. Viettel’s President shall be responsible for storage and protection of Viettel’s records and documents in accordance with regulations of law and Viettel.

5. Viettel’s employees are entitled to access to information about Viettel in accordance with regulations of law and this Charter.

Article 83. Disclosure and provision of information

1. Viettel’s President or the person authorized by Viettel’s President shall disclosed Viettel’s information as prescribed by law.

2. Viettel’s President is responsible for the adequacy and accuracy of the information disclosed.

3. Viettel’s President shall provide information at the request of inspecting authorities in accordance with inspection laws.

Chapter XI

SETTLEMENT OF INTERNAL DISPUTES; REVISION OF VIETTEL’S CHARTER

Article 84. Settlement of internal disputes

1. Internal disputes of Viettel shall be settled through negotiation in accordance with this Charter.

2. In case a dispute cannot be settled, the parties may apply dispute settlement methods that are comfortable with regulations of law.

Article 85. Revision of this Charter

1. The Government shall decide revisions to this Charter.

2. Viettel’s President is entitled to proposed revisions to this Charter to the Ministry of National Defense, which will propose them to the Government for decision.

Chapter XII

IMPLEMENTATION CLAUSES

Article 86. Effect and scope of implementation

1. This Charter is the legal basis for organization and operation of Viettel. All employees, representatives of Viettel’s investments, Viettel’s dependent units, subsidiary companies, member enterprises are responsible for the implementation of this Charter.

2. Viettel’s dependent units, subsidiary companies, member enterprises and associate companies shall, on the basis for their types of business and regulations of this Charter, draft their own charters, which must not contradict this Charter, and submit them to competent authorities for approval.

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HIỆU LỰC VĂN BẢN

Decree No. 05/2018/ND-CP dated January 05, 2018 on the Charter of Viettel

Số hiệu: 05/2018/ND-CP
Loại văn bản: Nghị định
Ngày ban hành: 05/01/2018
Nơi ban hành: Chính phủ
Người ký: Nguyễn Xuân Phúc
Ngày công báo: Đang cập nhật
Số công báo: Dữ liệu đang cập nhật
Ngày hiệu lực: 05/01/2018
Tình trạng hiệu lực: Còn hiệu lực

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Decree No. 05/2018/ND-CP dated January 05, 2018 on the Charter of Viettel

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