The DECISION of the SECRETARY, the CHAIRMAN of the Government OFFICE issuing Model rules applicable to companies listed on the SECRETARY, the CHAIRMAN of the GOVERNMENT OFFICE pursuant to the law on organization of the Government of 25 December 2001;
Pursuant to the law of business on June 12, 1999;
Pursuant to decision No. 40/2002/QD-TTg dated 18 March 2002 by the Prime Minister on the authority issuing legal documents to implement state management for the industry, by sector government agencies manage;
Based on the letter No. 1170/CP-QHQT of the Prime Minister on 30 September 2002 on the implementation of the conditions of disbursement phase II SCPL (ADB) loans;
According to the proposal of the Chairman of the State Securities Committee, DECIDES: 1. Attached to this decision Form the Charter apply to the companies listed.
Article 2. Sample Charter base is defined in article 1 of this decision, the companies listed on the supplement, amend the Charter of the company as appropriate within the time limit of 18 months from the date of this decision to take effect. Where necessary, the Chairman of the State Securities Committee may consider extension of time but not more than 18 months.
Article 3. The company standard when establishing the registration records listing must commit to amend the Charter accordingly with the terms specified in article 1 of this decision and to perform additional, modifying the Charter according to the time limit prescribed in article 2 of this decision.
Article 4. This decision takes effect from January 1, 2003.
The Chairman of the State Securities Commission, the heads of the relevant units responsible for the implementation of this decision.
SAMPLES of the CHARTER APPLY to the COMPANIES LISTED on (attached to decision No 7/2002/QD-VPCP on 19/11/2002) CHARTERED JOINT-STOCK COMPANIES (company name) of the PREAMBLE to this Statute of [company name] (hereinafter referred to as "the company") is the legal basis for....., is a joint stock company , was established under the enterprise law, (the other law specific rules for companies such as telecommunications, transport, etc.) and by the decision of the Minister........... The Charter, the provisions of the resolutions of the company's shareholders and the Board if passed a law suit involved will be those rules and regulations that bind to conduct the company's business operations.
This Charter was adopted by the company [when established companies] or [associated with the first shares to the public] or [and the shareholders of the company by resolution duly adopted at the meeting of shareholders held on............... 200...].
I. DEFINITION of the TERM in article 1. Definition.
1. Except where the terms or context of the other provisions of this regulation, the following terms will have the meaning as defined below: a) "Board" means the Board of the company.
b) "local business" means the territory of Vietnam and foreign countries.
c) capital, meaning capital due to all of the stakeholders and the provisions of article 5 of this regulation.
d) "business" means the business law was passed by Congress on June 12, 1999.
e) "establishment" means the date on which the company was granted the certificate of business registration.
g) "law" means all legal texts of the provisions of article 1 of law issued legal documents issued on November 12, 1996.
h) "Manager" means the Director-General (Executive Director), Deputy General Director, Chief Accountant, and the other officer was appointed to the Board of managers of the company.
I) "The person concerned" means any individual or organization would be specified in article 3 (7) of the enterprise law.
j) "shareholder" means any person or entity may be enrolled in the registry of shareholders of the company as the owner of the shares.
k) "term" means the initial period of the company as set forth in article 2 of this regulation and every time was passed by a resolution of the general shareholders meeting and the Board approved.
m) "Vietnam" means the Socialist Republic of Vietnam.
2. in this regulation, any reference to any of the terms or the text will include the modification or replacement text.
3. The title was put on just to track and do not affect the meaning of the Charter.
4. The word or term defined in business law (if not inconsistent with the context or subject) will have the same meaning in this regulation.
II. The NAME, form, HEAD OFFICE, BRANCH OFFICES and the DURATION of the COMPANY'S ACTIVITY article 2. The name, form, Head Office, branches, representative offices and the time limit for the operation of the company.
1. the legal name of the company by Vietnamese is ".. ... CP ". The registered name of the company in English is "..............,". [Name of the company is "................"].
2. The company is a joint stock company has legal personality fits with the law of Vietnam.
3. the registered office of the company is: address: phone: Fax: [E-mail: Website:] 4. Chairman of the management board or the Director-General (Executive Director) is the legal representative of the company.
5. The company may establish branches and representative offices in the business to make the goals of the company consistent with resolutions of the Board and to the extent allowed by law.
6. Unless terminated before the deadline according to article 43.2 and 44 active or renewed according to article 45 of this regulation, the duration of the company shall begin from the date of establishment and is [indefinitely]/[...] years.
III. Objectives, SCOPE and BUSINESS ACTIVITIES of the COMPANY article 3. The goal of the company.
1. The business of the company is [..........] 2. The goal of the company is..............
3. [other] If any of the goals of these goals should have the approval of the governing body, the company can only make that goal after being approved by the competent authority.
Article 4. Business scope and activity.
1. The company is allowed to plan and conduct all business activities in accordance with the business registration certificate and this Charter in accordance with the law and implement appropriate measures to achieve the goal (s) of the company.
2. The company can proceed to the other business forms are permitted by law to which the Board deems beneficial to the company.
IV. CAPITAL, shares, SHAREHOLDERS article 5. Capital, shares, shareholders.
1. All of the shares issued by the company are all common shares, including the shares held by the State, or of shares of the company on the day through this Charter include common stock, [the dominant stock] [special stock] and [preferred stock].
The rights and obligations attached to [each type] shares are stipulated in article 10.
2. On through this Charter, the Charter capital of the company is USD [number] (...................... in words).
The total capital of the company is divided into [the] shares with the face value is [10,000, 000/stake].
3. The company may only increase the capital when the General Assembly of shareholders in accordance with the provisions of the law.
4. The company may release the stock type other incentives after the approval of the General Assembly of shareholders and in accordance with the provisions of the law.
5. The company can issue shares with installment price installments. States to limit pay and the amount charged periodically must be determined at the time of issuance of shares.
6. [name, address and number of the shares and other details about the neck blouses founder under the provisions of the law on businesses will be referred to in Appendix I attached. This appendix is part of this Charter].
7. the expected new common stock to be issued will be offered priority to shareholders according to the rate corresponding to the rate of common shares of each shareholder in the company. The company must notify the selling, which stated the number of shares being offered for sale and reasonable time limit (not less than twenty-one days), to shareholders. Any shares not purchased by shareholder ceases to be subject to the control of the Board. The Board may distribute [or donated the right to choose to buy] the stakes that for objects, under the conditions and the way in which the Board sees fit, provided that the shares are not sold under more favorable conditions than those conditions were offered to shareholders unless shareholders approve-or in the case of shares sold through the stock exchange.
8. The company may purchase its own shares (including shares refundable) according to the manner specified in business law and related laws in accordance with the authority that Congress gave its shareholders as specified in this Charter and business law. The shares acquired by the company are holding the shares and funds can be the Board offered for sale in the form of General Assembly of shareholders for permission and in accordance with the provisions of the law on securities and the stock market.
9. Companies can issue bonds secured and unsecured, and when approved by the General Assembly of shareholders, can issue bonds that can be converted into shares and the right to buy, allowing the holder of the certificate of the right to buy shares in accordance with the law on securities and the stock market.
Article 6. The stock certificate.
1. Every shareholder has a right to be granted a certain stock certificate, except in cases specified in article 6.8.
2. All certificates of stock issued must be stamped and signed by the legal representative of the company under the provisions of the law on business. This certificate stating the number and type of shares concerned, payment amount, and the name holder (if stock is enrolled) and other information that business law regulations. A certificate enrollment is only stocks represent a kind of shares.
3. According to the provisions of this Statute, any person who has the name inscribed in the registry of shareholders in relation to a share of any kind is to be free of a certificate (in the case of release) within two months (or longer term according to terms specified release) after the purchase or (in the case of assignment) transfer.
4. where the transfer only some shares in a stock certificate, the old certificate enrollment will be cancelled and a new certificate of recognition of the remaining shares will be issued free of charge.
5. If a registered stock certificate is corrupted or erased or lost, stolen or destroyed stock certificates, a record number of new shares to be issued corresponding to the holder at the request of that person with the condition must present proof of payment and all costs related to the company.
6. The owner of the stock certificate is anonymous to be responsible about preserving independent certificates and the company will not be responsible in any case the certificate is stolen or used for the purpose of fraud.
7. All stock certificate template or the bonds or other securities of the company (except the letters offered for sale, interim certificates and similar documents), except that the terms and conditions related to the certificate, otherwise, will be released with samples of signatures and legal representative of the company.
8. Pursuant to the regulations of the corporate law and the law on securities and the stock market, the company can issue shares to enroll not in the form of the certificate and allow the shares regardless of the shares are released or not) are transferable without necessarily writing to the assignment; or the time the Board may enact different regulations replace the corresponding provisions of this regulation regarding certificates and transfer of shares.
Article 7. The transfer of shares.
1. All of the shares are freely transferable unless this Charter and other regulations by law. All the stocks listed on the Stock Exchange Center will be transferable according to the provisions of the State Securities Committee and stock trading center.
2. [within 3 years from the date of establishment, the founders are jointly holding at least 20% of the total number of common shares may be transferred and the transfer of the shares to the people not the founder members will need to have the consent of the General Assembly of shareholders in the company.
3. [The founding shareholders are not pulled out the membership of companies within two years of the first financial company. The termination of the membership must be proposed in writing and sent by post to the Board. In this case, the remaining shareholders will have the right of priority to buy ahead of the number of shares of shareholders on the scale corresponds to the number of shares owned].
4. Unless the Board otherwise (in accordance with regulations of the corporate law), all transfer of shares to enroll may be done through the writing assignment in the normal manner, or in any manner that the Board may accept and may also only be given hand. Stocks were listed to be the transfer via the stock exchange in accordance with the rules and regulations of the State Securities Committee and stock trading center. Transfer papers are signed by or on behalf of the parties to the assignment and (except where shares have been fully paid) by or on behalf of parties to the assignee. The party is still the owner of the transfer of the shares concerned until the assignee's name is recorded on the registry of shareholders, unless authorization to transfer party party assignee to attend meeting of shareholders took place during that period in accordance with corporate law.
5. The Board absolutely has the right to refuse to register any transfer of shares to enroll would have not been paid in full.
6. In the case of a shareholder being dead, the heirs or the person who manages the property of the dead will be the company to acknowledge is the person (or people) only has a right or benefit with respect to the shares, but this rule does not relieve the property of the deceased shareholder from any liability associated with any shares that he/she holds.
Article 8. Stock recovery.
1. If a shareholder is not paid in full and on time the amount is charged to purchase the stock, the Board can send a message to shareholders that on at any time to require the payment of that amount together with interest can be estimated on the funds and the costs incurred by the non-payment this caused for the company.
2. the aforesaid notice must specify the new billing period (a minimum of 7 days notice) and place of payment and must clearly state that in the case of non-payment requirement, the shares not yet paid out will be recovered.
3. If the requirements of a notice mentioned above is not done then the Board can revoke all the shares have been mentioned in the notice on it at any time before payment in full of all amounts to be paid, the interest and the costs involved. The recovery will include all dividends are announced for the shares withdrawn that fact yet is paid up to the time of withdrawal. The Board can accept the hand shares recovered as specified below and in other cases specified in this Charter.
4. A stake is revoked or be delivered will become the property of the company and can be sold, redistributed or processed in a different way for people that before the stock recovered or throw ever holding of shares or to any other person under the conditions and the way in which the Board finds is appropriate. If necessary, the Board may authorize some person to transfer the shares on to any other person.
5. A shareholder of shares withdrawn or delivered would have to give up as shareholders for the stake it but still be responsible for payment of the company all the funds related to the shares that at the time the withdrawal or the payment is delivered to the company plus interest rate (not too..........% a year) according to decision of the Board since the date of withdrawal or delivered until payment is made and the Board have discretion in making full payment coercive value the stock at the time of the revocation or the filing or payment exemptions can be part or all of that amount.
6. When shares are recovered, the notice of revocation is sent to the holder of the shares prior to the revocation; but in all cases the recovery will not be invalidated because of omission or carelessness in sending the message.
V. ORGANIZATIONAL STRUCTURE, management and CONTROL article 9. Organizational structure management.
The management structure of the company includes: a) general shareholders meeting;
c) General Manager (Director); and d) Control Board.
VI. SHAREHOLDERS and the SHAREHOLDERS GENERAL ASSEMBLY article 10. Powers of the shareholders of the company.
1. Shareholders who are owners of the company and have the corresponding rights and obligations according to the number of shares and the shares that they own. The liability of each shareholder is limited in proportion to the shares which the shareholder.
2. the holder of the common shares have the following rights: a) attended and speech in the meeting of shareholders and voting rights directly or through authorized representatives;
b) Receive dividends;
c) freely transferable shares have been fully paid under the provisions of this Charter and the laws;
d) precedence would be offered new shares corresponding to the rate of the common stock that they own;
e) check the relevant information to shareholders in the list of shareholders entitled to participate in the shareholders General Assembly and request amendment of the information is inaccurate;
f) in case the company is dissolved, the assets of the company corresponding to the percentage of shares owned, but only after the company has paid off the debts and other obligations and following the preferential shareholders;
g) require the company to buy back their shares in cases stipulated in article 64.1 of the enterprise law; and h) other rights under the provisions of this Charter and the law.
[Fill out the rights to other shares types].
3. A shareholder or group of shareholders holding over 10% of the common stock during the period from six months or more, has the following rights: a) nominated the members of the management board or supervisory board as specified in articles 19.3 and 31.2 respectively;
b) asked to convene meeting of shareholders; and c) test and receive a copy or a quoted list of shareholders having the right to attend and vote at the general shareholders meeting;
d) other rights set forth in this Charter.
Article 11. Obligations of the shareholders: shareholders have the following obligations: a) in compliance with the Charter company and the statutes, the decisions of the Board and of the resolutions of the general shareholders meeting;
b) payment of the purchase of shares by the number of shares registered the purchase formalities stipulated; and c) completed the other obligations prescribed by law.
Article 12. General Assembly of shareholders.
1. The General Assembly of shareholders is the highest authority of the company and all shareholders have the right to vote are attending. Annual meeting of shareholders is held once a year.
2. annual shareholders General Assembly due to the Board convened and held at a location in Vietnam because the Board regulation time. Annual shareholders General Assembly decided the problem was the law and this Charter. In particular, the shareholders shall adopt the annual financial statements of the company and the financial budget for the next fiscal year. The independent auditors are invited to attend the Congress to advise the adoption of the annual financial report.
3. The Board should convene an extraordinary General Assembly of shareholders in the following cases: a) the Board deems necessary for the good of the company.
The summons is necessary if the independent auditor found that the meeting is important to discuss the audit or report on the financial situation of the company and the Board also noticed as such;
b) annual accounting balance sheets, quarterly or half-year reports or audit reports of the financial year showed that capital has been lost by half;
c) When the number of members of the Board is less than the number of members prescribed by law, or less than half the number of members specified in the Charter;
d) A shareholder or group of shareholders stipulated in article 10.3 of the statute requires the convening of the Congress by writing a petition stating the reason and purpose of the meeting, signed by the shareholders concerned (text of recommendations might formed more to have enough signatures of all relevant fan); and e) Control Board required to convene the meeting if the Board has reason to believe that the members of the Board or senior management of serious violation of their obligations under article 86 of the business law or Board action or intended action beyond the scope of its powers.
a) the Board must convene a shareholders meeting within 30 days of receiving the request referred to in point 3d or 3e on here.
b) where the Board did not convene the meeting mentioned above, the Control Board will have to convene the shareholders ' meeting;
c) case Control Board did not convene the meeting, these shareholders or group of shareholders required stated at paragraph 3d of this may convene a meeting of the shareholders.
d) all the costs of convening and conducting a meeting shareholders will pay by the company. This cost does not include the costs of spending shareholders attend the General Assembly of shareholders, including accommodation and travel costs.
Article 13. The rights and duties of the general shareholders meeting.
1. annual shareholders General Assembly have the right to discuss and adopt the following issues: a) annual financial statements;
b) the report of the Board on the State of the company;
c) the report of the Board;
d) report of the Auditors; and e) short term development plan and the company's long term.
2. annual shareholders General Assembly and extraordinary reserves by decisions adopted resolutions on the following issues: a) ratified the annual financial report;
b) level of dividends to be paid annually for each category of shares suit business law and of the rights attached to the shares of that type on the condition that this dividend level no higher than the level that the Board proposed after the refer to the shareholders at the general shareholders meeting;
c) the number of members of the Board;
d) selection of the audit firm;
e) Elect, dismiss and replace members of the Management Board and the Supervisory Board and the approval of the Board is appointed Chief Executive Officer.
f) total remuneration of members of the Management Board and the remuneration report of the Board;
g) supplements and amendments;
h) type of shares and the number of new shares will be issued for each category of shares, and the transfer of shares of founding members within 3 years from the date of the first establishment;
I) merger or conversion company;
j) reorganizing and dissolution (liquidate) the company and specify who liquidated;
k) to check and handle breach of the management board or supervisory board causing damage to the company and the shareholders of the company;
l) company property sales transactions or any of our branches or transactions by the company or its affiliates make value from 50% or more of the total value of assets of the company and the branch of the company calculated the bookkeeping was the most recent audit;
m) the company purchased or acquired more than 10% of the shares or of shares of any kind are released;
n) The Chief Executive Officer and Chairman of the Board;
o) the company or any subsidiary of the company signed a contract with those provisions of article 87.1 of the business law with corresponding value or greater than 20% of the total value of the company and the branch of the company calculated according to bookkeeping; and the other issue under the provisions of this Charter and the other rules of the company.
3. Shareholders not to vote for any resolution to pass: a) The contract specified in article 13.2 if that shareholders or persons related to shareholders it is a party of the contract; or b) the purchase of shares of shareholders or by any person related to the shareholder.
4. The General Assembly of shareholders is discussed and voted for the resolution on the issue was put on the agenda.
Article 14. The authorized representative.
1. The shareholders have the right to take part in the General Assembly of shareholders under the law can directly participate or authorize its representative to attend.
Authorized representative need not be shareholders.
2. The appointment of the representative is authorized to be established in writing form or other form which the Board approves and: a the individual's case) must be signed by the authorized person or by the person's counsel; and b) case is the company must be a lawyer or a person duly authorized by that company to sign and close fight.
3. where the text specifies the authorised representatives are a lawyer to sign on behalf of the person authorized, the message authorized attorney or a copy of the letter of authorization must be (if not previously registered with the company) filed together with the application specifies the authorised representative.
If this is not done then the authorization will be considered to have no effect.
4. Vote of the authorized representative within the scope authorized will be effective even if the shareholders appoint authorized representatives which have: a) Death or inability to control his behavior;
b) cancel the authorization specified; or c) cancel the person's competence to perform authorization.
However, this will not apply if the company received a notice about one of the events on the 48 hours before the meeting or before the meeting to be summoned back.
Article 15. To change the permissions.
1. With the approval of the general shareholders meeting as specified in article 13.2, when the capital stock of the company is divided into the different stock types under the enterprise law, the privileges associated with each category can be changed or cancelled with the consent in writing of the holder of at least 65% of the voting rights of the shares was of that kind or with the resolution adopted by those holding at least 65% of the voting rights of all shareholders present at a meeting of private people who hold stock types.
2. The number of delegates needed to organize such a meeting at least two shareholders (or their authorized representative) holds at least a third of the value of the shares face value types that have released (but at the meeting do not have enough representation as above, then the meeting will be held again within 30 days later and any person would hold the shares of the type that is present directly or through authorized representation are considered the number of delegates required). Also in separate meetings mentioned above, any person holding shares of the type that is present directly or through a representative may request a secret ballot when voting closed and each person has 1 vote per share owned of type.
3. The procedure of conducting separate meetings so be done similar to the provisions in article 17 and 18.
4. Unless the terms of the release of shares are provided, the special rights attached to the shares that have the right kind of incentives in some or all of the issues related to the sharing of profits or assets of the company will not be changed when the company issued additional shares of the same class.
Article 16. Convening the General Assembly of shareholders, meeting and program announcements.
1. The Board convening the shareholders General Assembly except in the cases specified in article 12.4 12.4 b or c.
2. The General Assembly of shareholders convened to perform the following tasks: a) prepare a list of shareholders eligible to participate and vote at the general meeting within 30 days prior to the start of the General Assembly of shareholders; the program of the meeting, and the documents consistent with the laws and regulations of the company;
b) determine the time and venue of the Congress; and c) inform all stakeholders about the Congress and send a message to Congress.
3. Inform the General Assembly of shareholders must include the agenda and the logical information about the issues that will be discussed and voted on in Congress. Notice of the General Assembly of shareholders can be sent to shareholders by turning the hand or sent by post to the registered address of the shareholders, or to the address by the shareholders that provides service to sending information. If the shareholder has notified the company in writing about the fax number or electronic mail address, the notice of the meeting will likely be sent to the fax number or e-mail address. In the case of shareholders who are working in the company, the notice may be in sealed envelope sent hand at where they work. The notice must be sent at least 15 days before the date of the meeting of the General Assembly of shareholders (calculated from the date on which the notice is sent or transferred, paid a fee or be put in the mailbox). If your company has a website, notice of meeting of shareholders General Assembly are published on it simultaneously with the notice sent to the shareholders.
4. Shareholders or shareholder groups mentioned in article 10.3 of the Statute has the right to propose the issues put on the agenda of the General Assembly of shareholders. The proposal must be made in writing and must be sent to the company at least 3 days before the start of the meeting the shareholders General Assembly. The proposal must include the shareholder's name, number and type of shares that he/she holds and suggested content put on the agenda.
5. The convening of the meeting of the General Assembly of shareholders just has the right to reject the proposal concerning paragraph 4 of this Article if: a) the proposal is not submitted on time;
b) at the time of the proposal, shareholders or groups of shareholders didn't have enough to at least 10% of the common stock during the period from six months or more;
c) proposed does not contain the necessary information; and
d) proposed issue is not in the scope of the jurisdiction of the general shareholders meeting discussed and adopted the resolutions.
6. for each issue in the program of the meeting, the Board must prepare a draft resolution.
7. If all shareholders have the right to vote are present in person or through authorized representation at the general shareholders meeting, the resolutions of the Congress unanimously passed are valid even when the shareholders General Assembly does not convene a consistent way or the content of the meeting was not scheduled in a reasonable manner.
Article 17. The conditions to conduct shareholders General Assembly meeting and the minutes of the General Assembly of shareholders.
1. The General Assembly of shareholders will by Chairman of the Board presiding, or, if the Chairman is absent, the Deputy Chairperson of the Council or any other person by the Congress elected will preside. The case none of them can host the Congress, members of the Board are present with the highest Office will hold a meeting to elect Chairman of the Congress, presided not necessarily be members of the Board. The President, Vice President or Chairperson is elected by the General Assembly nominated a Secretary to set the minutes of the Congress. The case elected to preside, was nominated Chairman and name of the vote to preside shall be published.
2. Except where the provisions of paragraph 3 of this article, the resolutions of the General Assembly of shareholders are passed by from 51% over the total number of votes of the shareholders have the right to vote are present in person or through a representative is authorized to be present at the General Assembly of shareholders.
3. The resolutions of the General Assembly of shareholders relating to the amendments and additions, the type of stock and number of shares to be offered for sale, merger, reorganization and dissolution of the company must be passed by from 65% over the total number of votes of the shareholders have the right to vote are present in person or through authorized representative present at the General Assembly shareholders.
4. Who chaired the General Assembly of shareholders is responsible for saving the minutes and send to all shareholders as soon as the General Assembly of shareholders in the end.
The minutes are considered the definitive evidence of the work has been underway in Congress that unless the opposing opinions are given a valid way of content thereon within 10 days after submitting the report. The minutes will be established by the Vietnamese, was Chairman of the Congress and Secretary to sign and was established according to the regulations of the corporate law and in the Charter. The records, documents, notes signed by the shareholders attending the meeting and the text of the authorization must be kept at the Office of the company.
5. The General Assembly of shareholders is conducted when the number of shareholders attending the meeting represent at least 51% of the voting shares. The absence of a sufficient number of necessary delegates within 30 minutes from the time of the opening of the meeting format, the General Assembly must be convened within 30 days of the scheduled General Assembly of shareholders. In the General Assembly of shareholders convened again need the members attending are shareholders and authorized representatives attended the meeting representing at least 30% of the voting shares. When the second Congress didn't have enough of the necessary delegates within 30 minutes from the moment the opening meeting, assigns a third of shareholders may be convened within 20 days from the date of intended to proceed to the second Congress and in the Congress this time any number of shareholders or the authorized representative would attend are also valid and all have the right to decide on all the issues that the first shareholder can approve a valid way.
6. On the Organization of the General Assembly of shareholders, shareholder registration procedure must be conducted and continued until secured the full registration of all shareholders have the right to attend the meeting.
7. When conducting registration of shareholders, the company will grant each shareholder or authorized representative voting for a voting card, on which the registration number, name of the stockholder, the full name of authorized representatives and the number of shareholders voting. The voting at the Congress will be conducted by the currency of the card backs a resolution before, the currency of the card opposing the resolution that follows, the last count of the vote endorsed or opposed to the decision. The total number of votes endorsed, oppose an issue, or abstained, will be host to announce shortly after the voting was conducted. The Congress will choose from among the deputies who is responsible for checking or checking and monitoring if the Congress does not select the Chairperson will select those people.
8. to shareholders the shareholders General Assembly later have the right to register now and then have the right to participate and the voting right at the General Assembly, but the Chairman has no responsibility to stop that Congress let them register and the validity of the voting conducted will not be affected.
9. The decision of the Chair on the issue of the order, procedures or events arise in addition to the program of the general shareholders meeting will feature the highest ruling.
10. no need to get the opinion of Congress, presided at any shareholder General Assembly can also delay a Congress already have enough delegates necessary to a different time and in a place by the Chairperson to decide if notice that (a) the participants may not have a seat in the Congress venue (b) behaviour of the people present that interferes with or is likely to hinder orderly performance of the meeting or (c) the delay is necessary to the work of the Congress proceeded in a valid way. In addition, with the consent or request of the General Assembly of shareholders to have a sufficient number of attendees needed, presided the Congress could adjourn Congress. The General Assembly meeting will not consider any issues outside of the work should have been resolved in the Congress was delayed earlier.
11. the Chairperson of the Congress or the Secretary of the Congress can conduct activities that they deemed necessary to control the shareholder General Assembly a valid and orderly manner; or to the Congress reflect the wishes of the majority.
12. The Board may require the shareholders or authorized representatives who wish to attend the General Assembly of shareholders subject to the testing or other security measures which the Board to be appropriate. When the thorough review, the Board may refuse to attend or expulsion of a shareholder or authorized representative thereof refuses to comply with the rules on checks or security measures from Congress.
13. The Board may proceed with the measures that they deem appropriate after thorough review to: a) adjusts the number of people present at the main venue of the meeting of shareholders;
b) ensure safety for people present at that location;
c) enabling shareholders to attend (or joined).
The Board may change these measures in at any time. The measures may include and not limited to the granting of access to or use the other options form.
14. In the case at the general shareholders meeting has applied these measures, when determining the location of the Congress, the Board may: a) announced that the Congress will be conducted in the place stated in the notice and presided the Congress will present at that ("the main Congress venue");
b) layout, held to the shareholders or authorized representative does not attend the meetings are under this provision or those who want to participate in other locations with the main Congress venue can attend at the same time.
Informed about the Organization of the Congress need not give details about what measures the organization under this provision.
15. In this Charter (unless circumstances require otherwise), all shareholders will be considered to join the Congress in the main conference venue.
Article 18. Approval of the resolution through the form send text.
1. The resolutions could be the shareholders representing at least 51% of the voting rights through in writing according to the procedure defined in paragraph 2 of this Article.
2. The Board has the following responsibilities to the resolutions of the shareholders adopted in the form of sending text: a) decided the issue should consider the form and content of the secret ballot according to this Charter and the law;
b) Sent ballots and all other documents required for all shareholders have the right to attend the General Assembly of shareholders to shareholders can be decisions here enough information;
c) voting results and the decision to announce the results within 15 days after the date stated in the ballot on which the ballots will be sent back.
3. The resolution passed by the sent form the text according to the provisions in clause 1 of this worth the equivalent of the resolutions by the General Assembly of shareholders.
VII. BOARD of article 19. Ingredients and terms.
1. The number of members of the Board will not less than 5 and no more than 11 people. Each Member of the Board has a maximum term of three years and can be re-elected at the next shareholders meeting. When electing the members of the Board, the company must make the goal of at least a third of the members shall be elected or re-elected at every annual shareholders General Assembly. At least one-third of the members of the Board must be independent non-executive members.
2. [(...) members of the Board by the shareholders nominated by owning shares of each of the founders. The shareholders are entitled to nominate members to the Board by the way included ownership stakes in each other to vote.
a) every shareholder holding more than 10% of the number of shares that have voting rights within 6 months consecutively or over is entitled to nominate a candidate for election to the Board.
b) shareholders holding less than 10% of the number of shares that have voting rights within 6 months consecutively or over have the right to include the number of voting rights of each person to nominate the members of the Board. If the total number of voting shares that they hold the occupied from about 10% to below 30%, then they are entitled to nominate a member to elect to the Board; If captured from 30% to 50%, then they nominated two members; If from 50% to 70%, then they are nominated for 3 members; and if greater than 70%, then they nominated four members.
4. A member of the Board will no longer be the membership of the Board in the following cases: a) members which are not eligible for membership of the Board again under the provisions of the law or business law not as a member of the Board.
b) that members submit resignation in writing to the Head Office of the company.
c) that affected members of the then psychosis and other members of the Board have the expert evidence demonstrating that the person no longer has the power to act.
d) Members absent, did not attend the meeting of the Board continuously for 6 months without the permission of the Board and the Board has determined that the person's position was vacant.
e) members that dismissal of members of the Board by resolution of the general shareholders meeting.
5. The Board may appoint a new Member to fill an unexpected gap in the Board and members must be approved at the next shareholders meeting. Now when the General Assembly approved by shareholders, the appointment shall be deemed effective on the date to be appointed by the Board. Members of the Board are appointed to fill an unexpected gap in the Council still has to undergo a vote of confidence at the annual shareholder meeting next.
6. The appointment of the members of the Board must be informed on at least 2 official economic newspaper was known in Vietnam within 5 days after the appointment.
7. members of the Board are not necessarily the people who hold shares of the company.
Article 20. Powers and duties of the Board.
1. Business activities and the work of the company are subject to the management or direction of the Board. The Board is the Agency has full authority to make all the rights on behalf of the company unless the authority belongs to the shareholder General Assembly.
The members of the Board may not assign shares of their own company during the time the incumbent unless they are approved by the Board.
2. The Management Board is responsible for Oversight Of the ceo and other management people.
3. Rights and obligations of the Board by law, Charter, the internal regulations of the company and the resolutions of the General Assembly of shareholders.
Specifically, the Board has the following duties and powers: a) decided the plan of development of business and the annual budget;
b) defines the objectives and strategic goals on the basis of the purpose of the strategy by the General Assembly of shareholders;
c) appointed mission staff and management of the company according to the proposal of the Director General and the decision of their salary;
d) decide the organizational structure of the company;
e) made complaints about the company's management as well as the decision to choose representatives of the company in legal proceedings against administration officials;
f) recommending the type of shares can issue and the total number of shares available under each category;
g) made the issuance of bonds, convertible bonds into shares and the rights allow the owner to purchase stocks according to a pre-determined price;
h) decide the selling price of bonds, stocks and the stock conversion;
I) appointment, dismissal, resignation Of a Director, ceo or any of the managers or any representative of the company if the Board said that it is in the interest of the company. However, the mission was not contrary to the contractual rights of those who are, if any;
j) proposed annual dividend level and determine the level of interim dividends; the Organization pays dividends;
k) proposed restructuring or dissolution of the company.
4. The following issues have to be approved by the Board: a) the establishment of a branch or representative office of the company;
b) the creation of subsidiaries of the company;
c) to the extent specified in article 80.2 of the enterprise law, the Board decided, time, execution, modification and cancellation of the company's major contracts (including contracts of sale, purchase, merger, corporate mergers and joint ventures) unless the provisions of article 87.1 a business law must by approved by shareholders General Assembly;
d) designation and mission who was commissioned by the company's authorized trade representative lawyer of the company;
e) Job loan debt and the implementation of all mortgages, warranties, guarantees and compensation of the company;
f) investments not included in the business plan and the budget exceeded............ Vietnam Dong or investments in excess of 10% of the value of business planning and annual budget;
g) the purchase or sale of shares of the other company was established in Vietnam or abroad;
h) the valuation of the assets contributed to the company not by money related to the issuance of shares or bonds of the company, including gold, land use, intellectual property rights, technology and know-how in technology;
I) The companies buy or withdraw no more than 10% of the shares in each category;
j) any business problems or any other transaction for which the Council decision should be approved within the scope of their rights and responsibilities;
k) decided to purchase price or withdrawal of shares of the company.
5. The Board must submit a report to the General Assembly of shareholders about their operations, in particular regarding the oversight of the Council in respect Of the Chief Executive and the other managers in the financial year. If none of the Board's report, the annual financial report of the company will be deemed void and not yet through the Council.
6. The Board may authorize subordinate officials and managers represent and act on behalf of the company even when the problem requires the assessment and draw conclusions, unless the laws and Charter provisions.
7. The members of the Board (not counting the authorised representative instead) received remuneration for their work as Board members. Total remuneration for the Board by the General Assembly of shareholders to decide. This compensation will be divided for the members of the Management Board under the agreement in the Council, or if no agreement is then divided equally.
8. The total amount of remuneration paid to the members of the Board and the amount of money that each Member received must be recorded in detail in the annual report of the company.
9. All members holding any executive positions (including the Chairman or Deputy Chairman and not considering the position that has been held in a framework operating in nature or not), or members who work in the Subcommittee of Council, or members made the work which in the opinion of the Board is located beyond the usual duties of a member of the Board, may be charged additional remuneration in the form of a sum of money the package each time, wages, commissions, percent profit, or otherwise as determined by the Board.
10. The members of the Board have the right to be paid all of the costs of travel, accommodation and other reasonable expenses that they had to pay when performing the responsibilities of Board members, including all expenses incurred in attending meetings of the Council or, the Subcommittee of the Board or the shareholders General Assembly.
Article 21. Chairman, Vice Chairman of the Board.
1. The Board must choose from among its members to elect a Chairman and a Vice-Chairman. Unless the shareholders General Assembly decided otherwise, the Chairman of the Board and General Manager will not run the company If shareholders approved that the President can at the same time as Chief Executive, the decision must be affirmed again every year on the great annual shareholders meeting.
2. The Chairman of the Management Board must convene and preside the General Assembly of shareholders and meetings of the Council, at the same time there are other rights and responsibilities specified in the Charter and under the enterprise law. The Vice President has the authority and obligation to act as Chairman if the Chairman is authorized but just in case the President informed the Board that its absence or is absent due to unforeseen reasons or inability to perform his duties. If the President does appoint the Vice President to act as such, then the remaining members of the Board will appoint the Vice-President. The case of both the President and the Vice President is temporarily unable to perform their duties for any reason, then the Board can appoint another of them to perform the duties of the President.
3. The Chairman of the Management Board must submit annual financial statements, the report on the general situation of the company, the audit report of the auditor and auditing reports of the Board to the shareholders at the general shareholders meeting;
4. When both the Chairman and Deputy Chairman of the Board to resign or be dismissed for any reason, then the Board must elect a replacement within a period of 10 days.
Article 22. Members of the Board replaced (this provision not required).
1. All members of the Board (but not who was alternate credentials for members) may specify any one of the members of the Board, or any other person would be approved by the Board and are willing to perform this task, do the replacement yourself and have the right to recall who replaced it.
2. members of the Board replaced will have the right to receive notice of every meeting of the Board and of the Subcommittee in the Board which appointed him as a member, has the right to participate and vote at any meeting in which members of the Board indicated he did not , and are authorized to perform all of the functions of the person appointed as a member of the Board in the case of the specified absence but do not have the right to receive any compensation from the company for their work as Board members. However, companies are not required to submit notification of the aforementioned meetings for members of the Board replaced not present in Vietnam.
3. alternate members will have to give up the membership of the Board if the person indicated he is no longer the membership of the Board. But if a member of the Board of term but was re-appointed or is considered to have been re-appointed in the General Assembly of shareholders that members of that term by the honorifics, specify alternate members do this person immediately before the term will continue to have effect after members were re-appoint.
4. The appointment or recall replacement should be made in the form of a written notice by the Board members assigned or mission who replaced dealership for the company or other form approved by the Board.
5. In addition to the other provisions outlined in this Charter, a replacement member will be considered as members of the Board about all aspects and be responsible about personal behavior and his mistake that cannot be considered a representative delegation of the Executive members of the Board of Trustees has appointed himself.
Article 23. The meeting of the Board.
1. regular meetings.
Chairman of the Management Board must convene the meeting of the Board, set the agenda, time and venue of the meeting at least 7 days before the scheduled meeting. The Chairman may convene a meeting whenever necessary, but at least each quarter are meeting at a time.
2. extraordinary meetings.
The President shall convene meetings of the Board without any unreasonable delay when one of the following objects to suggest using a text presenting the purpose of the meeting and the issues to the table: a) Of Executive Director or at least five management staff;
b) two members of the Board;
c) Chairman of the Board; or;
d) the majority of members of the Control Board.
3. The meeting of the Board must be conducted within 2 weeks after the proposed meeting. If the President does not approve the convening of a meeting, to organize the meeting mentioned in paragraph 2 of this order to convene a meeting of the Board.
4. At the request of the independent auditors, the Chairman of the Board must convene a meeting of the Board to discuss the audit reports and the situation of the company.
5. Location of the meeting.
Board meetings will be conducted at the registered address of the company or the other address in Vietnam or abroad by decision of the President of the Council and the consent of the Board.
6. Notice and agenda.
The meeting must be conducted on the basis of notifications for the members of the Council of 5 June before the Organization, provided that the members of the Board may waive the written reporting and waiver that can take effect retroactively. Notice of Board meetings shall be made in writing by Vietnamese and must notify both the meeting program, time, and location of the meeting and must be accompanied by the necessary documents on these issues will be discussed and voted on at the Board meeting and the vote for the Board members could not attend the meeting.
7. minimum number of participants.
The meeting can only be through the resolutions when there are at least two-thirds of the Board members are present in person or through representatives instead.
a) unless otherwise specified in section 8b of this, each of the members of the Board or person authorized to directly present with as individuals at the meeting of the Council shall be a voting.
b) a member of the Council will not be voting on the contract or transaction or proposed that the participant or any person concerned would have the benefits and interests that may conflict with the interests of the company. A Board Member shall not be counted in the number of delegates to the minimum necessary to be present at a meeting on any resolution that that members do not have voting rights.
c) As specified in section 8 d this, during a meeting of the Board, if there are any problems would arise regarding the extent of the interests of members of the Board or relating to voting rights of any Member that the problems which are not solved by the voluntary waiver of the right to vote of the members of the Board that , then the matter will be forwarded to the Chairperson of the meeting and the ruling of the Chairperson in relation to all the other Board members will have the value is final unless the nature or scope of the interests of members of the Board concerned have not yet been published in an appropriate manner.
d) any member of the Council would benefit from a contract are the provisions of article 87.1 of the enterprise law will be considered to have significant benefits in the contract.
9. Statement of benefits.
A member of the Council that in this way or another, directly or indirectly benefit from a contract or a transaction has been concluded or are expected with the company will have to declare the nature, the content of the rights in the meeting that the Board first considered the issue of the contract or transaction if when that Member has know I have interests in it. Or can this member claimed that at the first meeting of the Council held after this members know that their benefits or will have benefits in the relevant contract or transaction.
10. The voting majority.
The Board passed the resolution and the decision by following approval of a majority of the Board members are present (over 50%). If the number of votes to endorse and oppose equal each other, the President is going to have the votes decide.
11. The vote of the people is absent. Board members absent may be voting on the resolutions of the Council by the method of vote in writing. The voting in writing shall be transferred to the President or if not be sent for the President to the Secretary no later than 1 hour before the scheduled time of the meeting.
12. In a meeting on the phone or in other forms. A meeting of the Board may be held in the form of agenda among members of the Board that all or some of the members are in different places on the condition that each of the participants of the meeting are: a) listen to each of the other Board members participate in the meeting;
b) if desired, that person may be speaking with all the other participants simultaneously.
The exchange between members can be made directly, by telephone or by other means of communication (whether that was used at the time through statute or later use) or is combine all of these methods. Under this Charter, each Member of the Council to participate in a meeting of such meetings are considered to be "present" at that meeting. A meeting was held under the regulations is considered to take place at locations where groups of members of the Board of Trustees for Eastern convened, or if there is no such group, the location where the present meeting will be considered as the venue for the meeting.
The resolution was passed in a meeting over the phone is organized and conducted a valid way will be effective as soon as the end of the meeting but must be confirmed by the signature of the minutes of all members of the Board attended this meeting.
13. Resolutions in writing. Resolutions in writing must be signed by all the members of the Board: a) The Member has the right to vote on the resolution at the Board meeting;
b) the number of the members present are not lower than the minimum number of members under the rules for conducting the meetings of the Council.
Type resolution value and effect as a decision of the members of the Board through at a meeting to be convened and held as usual. The resolution can be adopted by using multiple copies of the same text if every copy there is a members register.
14. The minutes of the meeting. Chairman of the Board is responsible for turning the minutes of the meeting of the Board members and the minutes of that will have to be viewed as the definitive evidence of the work has been conducted in the meeting unless the opinion to protest about the content thereon within 10 days since the move. The minutes shall be established by the Vietnamese and must be signed by all Board members attending the meeting.
15. Who was invited to the meeting to audit. Of Executive Directors, the managers and professionals of a third party may attend Board meetings at the invitation of the Board but not be voted unless they themselves have the right to vote as members of the Board.
16. The Subcommittee of the Board. The Board may be authorized to act and decide for the Subcommittee directly include one or more members of the Council and one or more other people outside the Council if for is consistent. In the process, every trustee rights Subcommittee must adhere to the rules that the Board off topic time. These regulations may be adjusted to allow more enrollment or who is not a member of the Management Board to the Commission and allow that person is entitled to vote as a member of the Subcommittee but (a) the number of members the more load to less than half the total membership of the Commission and (b) the resolution of the Subcommittee that would not have effect if a majority of members present at the meeting passed resolutions that is not a member of the Board.
17. the legal value of the action. Every action was taken following the decision of the Board, or of any Subcommittee affiliated Council or by any person as a member of the Subcommittee that will be considered to have legal value although the process of election, appoint members of the Sub-Committee or the Board can make mistakes.
VIII. General DIRECTOR, the OTHER MANAGERS and COMPANY SECRETARY, article 24. Organizational management. The company will have to enact a system of management by which management will take responsibility and under the leadership of the Board. The company has a ceo (Director) or some Deputy Executive Director and a chief accountant appointed by the Board. Of the Executive Director and the Deputy Executive Director and is a member of the Board and by the Board appointed or dismissed pursuant to a resolution passed in a valid way.
Article 25. Administration officials.
1. The proposal of the Director General (Director) and the approval of the Board, the company will have a certain number and type of management necessary or appropriate to carry out the structures and management practices by the company, the Board proposed the time.
Managers must have the rolling introspection necessary to the operation and organisation of the company to achieve the objectives.
2. Salaries, wages, benefits and other terms of employment contract in respect Of the Executive Director will have to do the Board decisions and the contracts of the other managers will do the Board decided after consultation of the General Manager (Director).
Article 26. Appointment, dismissal, tasks and powers of the Director-General (Executive Director).
1. appointment. The Board will appoint a member of the Board or another person to do the Director General (Director) and will sign a contract regulating salaries, remuneration, benefits and other terms related to recruiting. Information on salaries, allowances, benefits of Director-General (the Director) shall be reported to the annual shareholders meeting and outlined in the company's annual report.
2. The term. Pursuant to article 21, the Director-General (the Director) may not be the Chairman of the Board. The term of Director-General (the Director) is 3, unless the Board otherwise. The appointment was allowed to perform. The appointment may expire pursuant to the provisions of the labor contract. General Manager (Director) is not allowed as the people being held this prohibition laws, i.e. the minors, the incompetent behavior, who have been sentenced to jail, people are executed penalty, armed forces personnel, the servants of the State and who have been judged to have made to the company which they led before bankrupt.
3. Powers and duties. General Manager (the Director) has the following responsibilities and powers: a) the implementation of the resolutions of the Board and the General Assembly of shareholders, the business plan and the investment plan of the company are the Board and the General Assembly of shareholders;
b) decide all the issues need resolution of the Board, including on behalf of the company signed the contract and commercial finance, organization and operating business activity of the company according to the best management practices;
c) recommendations about the number and types of managers that the company needs to hire the Board appointed or dismissed when necessary to implement best management practices as well as the structure suggested by the Board and counsel for the Board to decide on the wage , remuneration, benefits and other terms of the employment contract of the managers;
d) consultation of the Board to decide on the number of employees, salaries, allowances, benefits, the appointment, dismissal and other terms related to their employment contract;
e) on 31 October, the Director General shall submit the Board approve a detailed business plan for the next financial year on the basis of satisfying the requirements of the appropriate budget as well as a 5-year financial plan.
f) executed a business plan annually by the General Assembly of shareholders and the Board through;
g) proposed these measures enhance the operation and management of the company;
h) prepare a long-term estimation, annual and monthly by the company (hereafter referred to as a) serves long term management activities, annual and monthly according to the company's business plan. A annual estimates (including a balance sheet, report production and business activities and the expected cash flow statement) for each financial year shall be presented to the Board to pass and must include the information prescribed in the bylaws of the company.
I) perform all other activities under the provisions of this Charter and the statutes of the company, resolutions of the Board, the labour contract of the Managing Director and the law.
4. Report of the Board and the shareholders. Of the Executive Director is responsible to the Board and the shareholders General Assembly on the implementation of the tasks and powers are delegated and must report to the Agency as required.
5. Mission. The Board can recall Of the Executive Director with at least 2/3 of the members of the Board voted approval (not counting the vote of Chief Executive Officer in this case) and appointed a new Chief Executive. Total ceo removal has the right to oppose this mission work at the next shareholders meeting.
Article 27. The Secretary of the company.
The Board will appoint a company Secretary for a term and the terms as determined by the Council. The Board can recall a Secretary of the company at any time but are not contrary to the provisions of current labour legislation. Can two or more people in the same election as Secretary of the company. The Board may also appoint one or more Assistant Secretaries of the company time. The role and duties of the Secretary include: a) the Organization of meetings of the Management Board, supervisory board and the General Assembly of shareholders on the orders of the Chairman of the management board or supervisory board;
b) Do the minutes of the meetings;
c) advise on the procedures of the meetings;
d) provide information to the members of the Management Board and the Supervisory Board.
IX. The DUTY of TRUSTEE MEMBERS of the MANAGEMENT BOARD, ceo (Director) EXECUTIVES and MANAGERS Article 28. Responsible care of the members of the Board, ceo and General Manager.
Members of the Board, Chief Executive Officer and trustee management officer responsible for the execution of their duties, including the duty to the membership of the Subcommittee of the Board in an honest way and according to the method that they believe is in the interest of the company and with a level of care that any prudent person would also need to have the same position and duties in similar circumstances.
Article 29. The responsibility to truthfully and avoid conflicts of interest.
1. members of the Board, Chief Executive Officer and management officials are not allowed to use for personal purposes the business opportunities that can bring benefit to the company; at the same time not used the information obtained thanks to his position to benefit private individuals or to serve the interests of any organization or any other individuals.
2. members of the Board, Chief Executive Officer and managers are obliged to inform the Board of any benefits can cause conflicts that they can enjoy through the economic entity, or other individual transactions. These audiences can only use the chance that when the members of the Board do not have related interests decided not to prejudice this matter.
3. The company is not allowed to grant loans, guarantees, or credit to the members of the Board, Chief Executive Officer, administration officials and their families or any entity in which the person has the financial benefits, unless the shareholder General Assembly decided otherwise.
4. Under article 87 of the enterprise law, a contract or transaction between the company and one or more members of the Board, General Director, managers, or those related to them or any company, partnership, Association, or other organization in which one or more members of the Board administration officials, or those related to them are members of, or are related to financial benefits, will not be disabled just because the specified relationship, or just because that Board members or managers that are present or participate in the meeting or on the Board or the Sub-Committee has enabled the implementation of the contract or the delivery room, or just because their vote is taken into account when voting on that purpose, if:
a) for contracts valued at twenty (20) percent of the total value of assets are recorded in the accounting books of the company to back down, the key element of the contract or transaction as well as the relationships and benefits managers or members of the Board have been reported to the Board or the relevant Subcommittee.
At the same time, the Board or the Sub-Committee that has allowed the implementation of a contract or transaction that faithfully endorsed by a majority vote of the Board members have no related benefits; or b) for contracts valued greater than 20% of the total value of assets are recorded in the accounting books of the company, the key element of the contract or transaction as well as the relationship and benefits managers or Board members were announced to shareholders no benefits related to voting it, and the shareholders voted to approve the contract or transaction was honest;
c) the contract or transaction was an independent consultant for the organization is fair and reasonable review on all aspects related to the shareholders of the company at the time of the transaction or contract was the Board or a Subcommittee directly under the Board or the shareholders authorised the , through or approved.
5. Not a member of the Board, Chief Executive Officer, Manager or employee of a person concerned would be allowed to buy or sell or in any other form the stock of the company or a subsidiary of the company at any time , when they get the information that will certainly affect the price of that stock and other shareholders didn't know this information.
Article 30. Liability and compensation.
1. Responsibility. Members of the Management Board, ceo (Director) and administration officials violated the obligation to act honestly, didn't finish his obligation with the cautions, introspection, rolling and competences will have to take responsibility for the damage caused by his violation cause.
2. Compensation. The company will compensate those who have been and are in danger of becoming a stakeholder in the service of the complaint, the facts, the prosecution was, is or will be conducted of whether this is the case, (which is not the litigation by the company made or the initiation of the company) if that person was or is a member of the Board , Manager, employee or authorized representative of the company (or the subsidiary of the company), or that the person has or is being done at the request of the company (or the subsidiary of the company) with the membership of the Board, managers, employees or authorized representatives of a company , partner, joint venture, trust or other entity. The costs to be compensated include: the costs incurred (including attorney fees), costs of judgment, the fines, the account must be paid in actual or reasonable level considered when resolving this incident within the framework of the law, provided that that person acted honestly carefully rolled, introspection, and with capacity according to the method that the person believes that it is in the interests or against the interests of the company, on the basis of compliance with the law and without the discovery or validation would that that person has violated its responsibilities. The company has the right to buy insurance for the people there to avoid the liability mentioned above.
X. CONTROL BOARD article 31. Appointed Control Board.
1. The company has from 12 or more shareholders must have the Control Board and the members of the Supervisory Board shall have the powers and duties prescribed in article 88.2 of the enterprise law and this Charter, mainly the following responsibilities and powers: a) Is the Board to consult on the appointment of the independent auditor company the audit fee, and any issues related to the withdrawal or recall of the independent auditing company;
b) discuss with the independent auditors the nature and scope of audit before the audit begins;
c) professional advisory opinion or independent legal advice and ensure the participation of experts from outside the company with the experience qualification fits into the company's work if deemed necessary;
d) examine the annual financial statements, quarterly and six months before the filing of the Board;
e) discussed the problems and difficult existence detection from the mid-term audit results or final exams as well as every issue that independent auditors like to discuss;
f) review your management of the independent auditors and the comments of the Board of management of the company;
g) review a report about the company's internal control system before the Board approved; and h) reviewed the results of the internal investigation and comments of the Board of management.
2. a) every shareholder holding over 10% of voting shares in the period from 6 months consecutively or over have the right to nominate a candidate to the Board of supervisors.
b) shareholders holding less than 10% of the voting shares in a period of 6 consecutive months or over can gather the votes together to nominate the candidates to the Supervisory Board. If the rate of ownership of voting shares they range from 10% to below 30%, then they are allowed to nominate 3 people; If from 30% to 50% of them are nominated for 2 people; from 50% to 70% below was nominated for 3 people and over 70% was nominated for 4 people.
3. members of the Board, Chief Executive Officer and managers must provide all information and documents related to the activities of the company at the request of the Board and Secretary of the company must ensure that a copy of the financial information , the information provided to the members of the Board will have to be provided to members of the Board of control at the same time they are provided to the Board.
4. Control Board not less than three members and no more than 5 members including a member has expertise on accounting and not the members or employees of independent audit company outside or employees of the company itself. Control Board must appoint a member as shareholders of the company Chairman. Head of the Board of control has the following rights and responsibilities: a) convened the meeting Control Board and works as the Chairman of the Control Board;
b) requires that the company provide the information related to the report of the members of the Supervisory Board; and c) set up and signed the report of the Supervisory Board after consultation of the Board to be submitted to the General Assembly of shareholders.
5. The total level of remuneration for the members of the Board of control shall not exceed (......) and Vietnam each year. Can wage will be higher according to the decision of the general shareholders meeting. Member of the Supervisory Board will also be the payment of travel expenses, hotel and other expenses properly when they participated in the meetings of the Supervisory Board or related to the business operations of the company.
6. After consultation of the Board, the Board may promulgate regulations on the meetings and how the activities of the Committee but not less than 2 times per year and the minimum number of members must be in the meetings is 2 people.
7. The members of the Supervisory Board by the General Assembly of shareholders appointed, have a maximum term of three years and may be re-elected to the great Assembly of shareholders that followed. When electing the members of the Supervisory Board, the company must make the goal of at least a third of the Board members must be elected or re-elected on every annual meeting of shareholders.
8. A member of the Supervisory Board is no longer the membership in the following cases: a), that the law prohibited the membership as a member Supervisory Board;
b) that Member to resign by a written notice sent to the headquarters for the company;
That affected members of the psychosis and the members of the Supervisory Board have the professional evidence demonstrating that the person no longer acts capacities;
d) Members absent continuously for 12 months did not participate in the meetings of the Board during that time without permission of the Control Board and Control Board resolution that that person's position vacant.
XI. The RIGHT to INVESTIGATE the BOOKS and RECORDS of COMPANIES Article 32. The Authority investigated the books and records 1. All shareholders or shareholder groups mentioned in article 19.3 b and b 31.2 are right, directly or through an attorney or authorized person, send a written request to be examined during working hours and at the company's main business shareholder list, the minutes of the meeting of shareholders and to copy or extract the records. Request a check by the lawyer representing or other authorized representative of the shareholders must be accompanied by authorization of the shareholders who represent or a certified copy of the authorization.
2. members of the Management Board, the Supervisory Board members, the ceo and the General managers have the right to examine the registry of shareholders of the company, shareholders and list the books and other records of the company for purposes related to his position on the condition that this information must be kept confidential.
3. The company will have to save the Charter and the revised Charter supplements, business registration certificate, the bylaws, the documents proving ownership of property, the minutes of the meeting of the General Assembly of shareholders and the Board, the Control Board's report, the annual financial report accounting books, and any other documents specified by law in the headquarters or elsewhere provided that the shareholders and the business registration agency was informed of the venue hosting the papers.
4. Every shareholder has a right to be granted the company a Charter company for free. If your company has a website, this Charter must be put on the website.
XII. EMPLOYEES and UNION Article 33. Employees and unions.
Of the Chief Executive will have to plan to the Board through on issues related to the recruitment, labor, wages, dismissal, social insurance, benefits, rewards and discipline for managers and employees as well as the company's relationship with the unions to be recognized as the norm practices and policies, best management practices, and policy with the provisions of this Charter, the company's statutes and the law.
XIII. PROFIT SPLIT Article 34. Dividends.
1. By decision of the General Assembly of shareholders and in accordance with the law, dividends will be declared and paid from retained profits of the company but does not exceed the level proposed by the Management Board after having consulted the shareholders at the general shareholders meeting.
2. In accordance with the corporate law, the Board may decide to pay dividends between States if it deems this payments match the profitability of the company.
3. Unless the right comes under any of the shares or stock terms that have different rules, dividend levels (taking into account the shares has not been paid within the time the dividend is paid) is paid according to the rate corresponding to the amount paid for the purchase of stocks that pay dividends in phase 4. The company will not pay any interest on an account of dividends or other amounts can be paid in relation to a stock.
5. The Board may recommend that the General Assembly of shareholders through the payment of the whole or partial dividends with the specific property (maybe by the stocks or bonds have to be paid out of money to buy other companies due to release) and the Board is the Agency to enforce the resolution.
6. Dividends or other amounts related to a stock if it is paid in cash will have to be made in Vietnam Dong and can be paid by check or money order to pay the deposit by post to the registered address of the beneficiary and if there are risks arise, then the shareholders that suffered. In addition, any dividends or other sums are paid in cash related to a stock can be made by bank transfer when the company has detailed information about the Bank's shareholders to allow the company to perform the direct transfer into the bank accounts of shareholders. If the company were to transfer in accordance with the details of the Bank by offering shareholders the company is not responsible for any funds would be transferred to the company shareholders that stockholders that the beneficiary does not receive. The payment of dividends for the shares listed on the Stock Exchange Center may be conducted through a securities company or depository.
7. If the shareholders General Assembly approval, the Board may decide and announce that the owners of the common shares is entitled to choose to receive a dividend equal to the common stock in lieu of cash dividend.
The additional shares are recorded as the shares were paid out of money to buy on the basis of the value of the additional common shares are substituted for cash dividend account is equivalent to the number of cash dividends by the real computing.
8. Pursuant to the law business, the Board through its resolutions can be defined by a specific date (the date the Windows key) on the Windows key doing business activities of the company by which those who register as shareholders or holders of other securities are entitled to receive dividends , interest rate, divide the profits, receive stock, receive messages or other documents. This book may be the key date on the same day or at any time prior to the receipt of the benefits that are made. This does not affect the rights of either party in the transaction to transfer stock or related securities.
XIV. The BANK ACCOUNT, the RESERVE FUND, FISCAL YEARS and ACCOUNTING SYSTEMS Article 35. The bank account.
1. The company will open an account at a bank in Vietnam or in foreign banks are allowed to operate in Vietnam.
2. According to the approval of the competent authorities, the company can open bank accounts in foreign countries according to the provisions of law, if necessary.
3. The company will conduct all payments and accounting transaction through the Vietnam money account or foreign currency in banks that the company open an account.
Article 36. Additional reserves fund capital.
Every year, the company will have to extract from its after tax profit into a reserve fund to supplement the Charter capital in accordance with the law.
Deductions do not exceed five percent (5%) of the net profit of the company and be quoted until the reserve fund equal to 10% of the Charter capital of the company. Article 37. Fiscal year.
The company's fiscal year begins on the first of January of each year and end on the 31st of December of the same year. The financial year begins on the first level the business registration certificate (or business license for those lines of business condition) and ends on December 31 of the immediately following day certificate of business registration (business license).
Article 38. The accounting system.
1. the accounting system the company used accounting system Vietnam (VAS) or any other system that was approved by the Finance Ministry.
2. The company set up bookkeeping by the Vietnamese.
The company will keep accounting records according to the type of the business activities in which the company participates. These records must be accurate, up-to-date, systematic and must be sufficient to demonstrate and explain the transactions of the company.
3. The company uses the Same Vietnam make the currency used in accounting.
XV. ANNUAL REPORT, RESPONSIBLE DISCLOSURE, notification to the PUBLIC Article 39. Annual reports, quarterly and six-monthly 1. The company will have to prepare an annual accounting report under the provisions of the law as well as the provisions of the State Securities Committee and must be audited according to the provisions of article 41 of this regulation, and within a period of 90 days from the end of each fiscal year , must file annual financial statements were the shareholders General Assembly through to the competent tax authorities, state securities commissions, securities trading center and the business registration agency.
2. annual accounting report must include a report of the results of business activities reflect an honest and objectivity the situation on interest rates and the company's losses in the fiscal year and a balance sheet shows was an honest and objective situation of the operation of the company until the time of reporting. Cash flow reports and presentation of financial statements. If your company is a parent company, then in addition to the annual accounting reports. have to include A general balance of activities of the company and its subsidiaries at the end of each financial year.
3. The company must establish a six-month reports and quarterly according to the provisions of the State Securities Committee and submitted to the State Securities Committee and stock trading center.
4. A summary of the content of annual financial statements were audited must also be sent to all shareholders and be published on local newspapers and a business newspaper in three consecutive numbers. If your company has a Web page on a network, the audited financial statements, quarterly and six-monthly reports of the company to be put onto the site.
5. Any organization or individual concerned shall be entitled to examine or copy of the annual financial report has been audited, quarterly and six-monthly reports in the working hours of the company, at the company's headquarters and pay a reasonable fee for the copy.
Article 40. Information disclosure and notice to the public.
The annual financial report and the supporting documentation must be announced to the public by those provisions of the State Securities Committee and submitted to the relevant tax authorities, and business registration agency according to the regulations of the corporate law.
XVI. AUDIT the COMPANY Article 41. Audit.
1. At the annual shareholders meeting, an independent audit company was allowed to operate legally in Vietnam and the State Securities Commission approved for alkaline listing company will be assigned to conduct the audit activities the company for the next fiscal year based on the terms and conditions of the agreement with the Board. [For the first financial year, the Board shall appoint an accounting firm to conduct audit activities the company after being granted business registration certificate].
2. The company will have to prepare and submit an annual accounting report for the independent audit company after the end of each financial year.
3. independent audit company check, validate and report on annual accounting report said the revenues of the company, the audit reports and submit that report to the Board within two months from the date of the end of each fiscal year. The employees of independent audit firms to perform audits for the company must be State Securities Commission approval.
4. A copy of the audit report will have to be send attached to each annual accounting report of the company.
5. The auditor conducted the audit company will be allowed to attend any meeting of the General Assembly of shareholders and is entitled to receive notices and other information related to the General Assembly of shareholders that all shareholders are entitled to receive and are statements of opinion in Congress about issues relevant to the audit.
XVII. The SEAL Article 42. The seal.
1. The Board shall adopt a seal and the company's official seal is engraved under the provisions of the law.
2. The Management Board, Chief Executive Officer, Executive Director of the management and use of the seal in accordance with the current legislation.
XVIII. termination of OPERATIONS and LIQUIDATION Article 43. Active termination.
1. The company may be dissolved or cessation of the activity in the following circumstances: a) the end of the term of activity of the company, even after renewed;
b) Court declared the company bankrupt in accordance with the current legislation;
c) dissolved ahead of time according to the regulations of the general shareholders meeting.
In other cases prescribed by law.
2. The dissolution of the company ahead of time (including the time limit was extended) by the General Assembly of shareholders decided and this decision must be notified to the competent authority for the notification, or if the approval procedure is required.
Article 44. The case of deadlock between Board members and shareholders.
Unless this regulation otherwise, shareholders holding half of shares are floated voting in elections of members of the Board have the authority filed a complaint to court to request the dissolution of PM under one or several of the following bases: 1. The members of the Management Board in the management of the company's work leads to the condition does not achieve the necessary number of votes pursuant to the Board of works.
2. Shareholders inconsistency should not be able to achieve the necessary number of votes to proceed to the election of members of the Board.
3. internal disagreement and the two or more shareholders wing faction split meant that the dissolution would be lucrative approach than for the shareholders as a whole.
Article 45. Renewed activity.
1. The Board will convene a meeting of shareholders of at least seven (7) months before the end of the time limit operations to shareholders can vote on the renewal of the company's activity is one more time as proposed by the Board.
2. The time limit for the operation will be renewed if the number of shareholders holding at least 65% of the voting rights present at the meeting of shareholders or through the authorised to vote approved the extension.
Article 46. Liquidation.
1. At least six (6) months before the end of term of activity of the company or after a decision to dissolve the company, the Board will have to establish the liquidation Committee consists of three members. Two members of which by the General Assembly of shareholders and one member appointed by the Board from an independent audit company liquidation Board will prepare the regulations of its activity. The members of the liquidation Committee may be selected among company staff or independent experts. All costs related to the liquidation will be priority company paid before other debts of the company.
2. the liquidation Committee has the responsibility to report to the registry business of the day was created and the start date of the activity. Since that time, the liquidation Committee shall on behalf of the company in all work related to the liquidation of the company before the courts and administrative bodies.
3. Proceeds from the liquidation will be paid in the following order: a) the costs of liquidation;
b) salaries and insurance costs for employees;
c) tax and tax nature that submission clause the company must pay to the State;
d) loans (if any);
e) other debts of the company;
f) the balance remaining after payment of all debts from items a to e above will be distributed to the shareholders. The preferred shares will pay priority first.
XIX. resolving INTERNAL DISPUTES Article 47. Internal dispute resolution.
1. When a dispute arises or complaints related to the company's operations or to the rights of shareholders arising from the Charter or from any right or obligation to do business law or other laws or administrative regulations regulations, between: (i) A shareholder or shareholders with the company; or (ii) A shareholder or shareholders with the Management Board, supervisory board, General Director or senior management officers, the parties will attempt to resolve disputes through negotiation and mediation. Except in cases of disputes related to the Board or the Chairman of the Board, the Chairman of the Board shall preside over the resolution of the dispute and will require that each side presents the practical elements relating to the dispute within [...] days from the date of processing and painting. If the dispute relates to the Board or the Chairman of the Board, any other party may also request the [...] Specifies an independent expert to act as a referee for the dispute resolution process.
2. If there is no mediation decisions would be reached within six weeks from the start of the process of mediation or if the decision of the mediator are not the parties accept, any of the parties would also be able to put that dispute out economic arbitration or court.
3. Each Party will bear its costs relating to the procedure of negotiation and mediation. The costs of the Court by the Court of the ruling party will be.
XX. the CHARTER AMENDMENT to article 48. Supplement and amend the Charter.
1. The amendments and supplements to this Charter must be the General Assembly of shareholders to consider the decision.
2. in the case of those provisions of the law relevant to the operations of the company have not been mentioned in a statute or in the case of the new rules of law other than the terms in this terms and conditions, the provisions of the law which, of course, be applied and adjusted the company's activities.
XXI. EFFECTIVE DATE Article 49. Effective date.
1. the Charter comprises 50 articles, Chapter XXI is the General Assembly of shareholders established company ... unanimously passed on ... month ... year at: ... ... ... ... ... ... and the same approved effective the full text of this Charter.
2. The Charter was established as 10 a, have the same value, in that: 2.1. A copy of the filed in State notary of the locality;
2.2. In A register in the prescribed government bodies of the provincial people's Committee, the city;
2.3. Four copies stored at the corporate office.
3. this Charter is unique and official of the company.
4. Copies or excerpts Charter company must be signed by the Chairman of the Board or at least 1/2 the total number of new Board members.
Article 50. The signatures of the shareholders or of the legal representative of the company.