Chương 4 Luật Doanh nghiệp 1999: Công ty cổ phần

Chapter IV

JOINT-STOCK COMPANIES

Article 51.- Joint-stock companies

1. A joint-stock company is an enterprise in which:

a/ The charter capital is divided into equal portions called shares;

b/ Shareholders are liable for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;

c/ Shareholders may freely assign their shares to other persons, except for cases stipulated in Clause 3, Article 55 and Clause 1, Article 58, of this Law.

d/ Shareholders may be organizations or individuals; the minimum number of shareholders is three and there is no restriction on the maximum number.

2. Joint-stock companies may issue securities to the public in accordance with the legislation on securities.

3. Joint-stock companies have the legal person status from the date they are granted the business registration certificates.

Article 52.- Types of shares

1. Joint-stock companies must have ordinary shares. Owners of ordinary shares are called ordinary shareholders.

2. Joint-stock companies may have preference shares. Owners of preference shares are called preference shareholders.

Preference shares shall include the following types:

a/ Voting preference shares;

b/ Dividend preference shares;

c/ Redeemable preference shares;

d/ Other preference shares stipulated in the Charter of the company.

3. Only organizations authorized by the Government and founding shareholders may hold voting preference shares. The voting preference of founding shareholders are valid only for three years from the date the company is granted the business registration certificate. After that period, the voting preference shares of founding shareholders shall be converted into ordinary shares.

4. Persons who are entitled to purchase dividend preference shares, redeemable preference shares and other preference shares shall be stipulated in the Charter of the company or decided by the General Assembly of Shareholders.

5. Each share of the same type gives its holder the same rights, obligations and interests.

6. Ordinary shares may not be converted into preference shares. Preference shares may be converted into ordinary shares by decisions of the General Assembly of Shareholders.

Article 53.- Rights of ordinary shareholders

1. Ordinary shareholders have the right to:

a/ Attend and vote on all matters which fall under the jurisdiction of the General Assembly of Shareholders; each ordinary share carries one vote;

b/ Receive dividends at the rate decided by the General Assembly of Shareholders;

c/ Be given priority in subscribing for new shares offered for sale in proportion to the number of ordinary shares each shareholder holds in the company;

d/ Upon dissolution of the company, receive a part of the remaining assets in proportion to the number of shares held in the company after the company has paid its creditors and shareholders of other types.

e/ Other rights stipulated in this Law and the Charter of the company.

2. A shareholder or a group of shareholders holding more than 10% of the ordinary shares for a continuous period of six months or more, or holding a smaller percentage as stipulated in the Charter of the company, shall have the right to:

a/ Nominate candidates to the Board of Management and the Control Board (if any);

b/ Request the convention of a meeting of the General Assembly of Shareholders;

c/ Have access to and receive a copy or extract of the list of shareholders entitled to attend meetings of the General Assembly of Shareholders;

d/ Other rights stipulated in this Law and the Charter of the company.

Article 54.- Obligations of ordinary shareholders

1. To pay in full for the shares subscribed for and be liable for debts and other property obligations of the company within the amount of capital contributed to the company.

2. To abide by the Charter and the internal management rules of the company.

3. To observe decisions of the General Assembly of Shareholders and the Board of Management.

4. To perform other obligations as stipulated in this Law and the Charter of the company.

Article 55.- Voting preference shares and rights of voting preference shareholders

1. A voting preference share is a share which carries more votes than an ordinary share. The number of votes per voting preference share shall be stipulated in the Charter of the company.

2. Voting preference shareholders shall have the right to:

a/ Vote on matters which fall under the jurisdiction of the General Assembly of Shareholders with the number of votes in accordance with Clause 1 of this Article;

b/ Other rights as ordinary shareholders, except for case prescribed in Clause 3 of this Article.

3. Voting preference shareholders may not assign such shares to other persons.

Article 56.- Dividend preference shares and rights of dividend preference shareholders

1. A dividend preference share is a share for which dividend is paid at a rate higher than that paid on an ordinary share, or at an annual fixed rate. Annually paid dividends include fixed dividends and bonus dividends. Fixed dividends do not depend on the outcome of the business of the company. The specific rate of fixed dividends and method for determination of bonus dividends shall be stated in the certificate of dividend preference shares.

2. Dividend preference shareholders shall have the right to:

a/ Receive dividends at the rates prescribed in Clause 1 of this Article;

b/ Upon dissolution of the company, receive a part of the remaining assets in proportion to the number of shares held in the company after the company has fully paid its creditors and redeemable preference shareholders;

c/ Other rights as ordinary shareholders, except for cases prescribed in Clause 3 of this Article.

3. Dividend preference shareholders shall not have the right to vote, the right to attend meetings of the General Assembly of Shareholders, nor the right to nominate candidates to the Board of Management and the Control Board.

Article 57.- Redeemable preference shares and rights of redeemable preference shareholders

1. A redeemable preference share is a share which shall be redeemed by the company at any time at the request of its owner, or in accordance with the conditions stated in the redeemable preference share certificate.

2. Redeemable preference shareholders shall have other rights as ordinary shareholders, except for case prescribed in Clause 3 of this Article.

3. Redeemable preference shareholders shall not have the right to vote, the right to attend meetings of the General Assembly of Shareholders, nor the right to nominate candidates to the Board of Management and the Control Board.

Article 58.- Ordinary shares of founding shareholders

1. Within the first three years from the date the company is granted the business registration certificate, its founding shareholders must together hold at least 20% of the number of ordinary shares which may be offered for sale; ordinary shares of the founding shareholders may be assigned to persons not being shareholders if so approved by the General Assembly of Shareholders. Shareholders intending to assign shares may not vote on the assignment of such shares.

2. After the period of three years stipulated in Clause 1 of this Article, all restrictions upon ordinary shares of founding shareholders shall lose effect.

Article 59.- Share certificates

Certificates issued by a joint-stock company or book entries certifying the ownership of one or a number of shares of such company are called share certificates. Share certificates may or may not indicate names.

A share certificate must contain the following principal contents:

1. Name and head-office of the company;

2. Serial number and date of issuance of the business registration certificate;

3. Number and types of shares;

4. Par value of each share and the total par value of the shares inscribed on the share certificate;

5. Name of shareholder with regard to the share certificate which indicates the name;

6. Summary of the procedures for share assignment;

7. Specimen signature of the legal representative and seal of the company;

8. Registration number in the register of shareholders of the company and the date of issuance of the share certificate;

9. Preference share certificates shall also include other details as stipulated in Articles 55, 56 and 57 of this Law.

Article 60.- Register of shareholders

1. A joint-stock company shall establish and keep a register of shareholders from the date it is granted the business registration certificate. The register of shareholders may be in the form of a document or an electronic file, or both.

A register of shareholder must contain the following principal contents:

a/ Name and head-office of the company;

b/ Total number of shares to be offered for sale, types of shares to be offered for sale and number of shares of each type to be offered for sale;

c/ Total number of shares of each type already sold and the value of equity capital already contributed;

d/ Names of shareholders, address, number of shares of each type of each shareholder and date of share registration.

2. The register of shareholders shall be kept at the office of the company or other places, provided that the business registration body and all shareholders are informed thereof in writing

Article 61.- Sale offer and assignment of shares

1. The Board of Management shall decide the price at which shares are offered for sale. The price at which shares are offered for sale shall not be lower than the market price at the time of sale offer, except for the following cases:

a/ Initial offering of shares after the business registration;

b/ Shares offered for sale to all shareholders in proportion to the number of their existing shares in the company;

c/ Shares offered for sale to brokers or underwriters. In this case, the offered selling price of shares shall not be lower than the market price minus (-) the commission for brokers or underwriters. The commission shall be determined in percentage of the value of shares at the time of sale offer.

2. Shares are considered to have been sold or assigned when the details stipulated in Point d, Clause 1, Article 60 of this Law are correctly and fully recorded in the register of shareholders; from such point of time, the purchaser or assignee of shares becomes a shareholder of the company.

3. After the shares subscribed for are fully paid for, the company shall issue share certificates at the request of the shareholders. Where a share certificate is lost, torn, burnt or otherwise destroyed, the shareholder must immediately inform the company thereof and may request the company to issue a new share certificate then have to pay a fee stipulated by the company.

A company may sell shares without share certificates. In this case, the information about a shareholder stipulated in Point d, Clause 1, Article 60 of this Law recorded in the register of shareholders shall be sufficient to evidence the ownership of shares of such shareholder in the company.

4. The procedures for offering shares for sale shall comply with the legislation on securities.

Article 62.- Issue of bonds

1. A joint-stock company may issue bonds, convertible bonds and other types of bonds as prescribed by law and the Charter of the company.

2. The Board of Management shall decide the type of bonds, total value of bonds and timing of issuance.

Article 63.- Purchase of shares and bonds

Shares and bonds of joint-stock companies may be purchased in Vietnamese dong, freely convertible foreign currency(ies), gold, value of land use right, value of intellectual property, technology, technical know-how, or other assets stipulated in the Charter of the company, and shall be fully paid in one installment.

Article 64.- Redemption of shares upon demand by shareholders

1. A shareholder voting against a decision on reorganization of the company or on changes to the rights and obligations of shareholders stipulated in the Charter of the company may request the company to redeem his/her shares. Such request must be made in writing, clearly stating the name and address of the shareholder, the number of shares of each type, the intended selling price, and the reason for demanding redemption by the company. Such demand must be sent to the company within ten days from the date the General Assembly of Shareholders passes the decision on the matters referred to in this Clause.

2. The company must redeem shares at the request of shareholders as stipulated in Clause 1 of this Article at the market price or the price determined on the principle stipulated in the Charter of the company within a time-limit of ninety days from the date of receipt of the request. Where no agreement is reached on the price, the parties may request the arbitration or the court to settle matters according to provisions of law.

Article 65.- Redemption of shares by decisions of the company

A company may redeem not more than 30% of the total number of ordinary shares sold, and part or all of shares of other types sold according to the following regulations:

1. The redemption of more than 10% of the total number of shares of each type already sold shall be decided by the General Assembly of Shareholders. In other cases, redemption of shares shall be decided by the Board of Management.

2. The Board of Management shall decide the price for redemption of shares. The price for redemption of ordinary shares shall not be higher than the market price at the time of redemption, except for cases prescribed in Clause 3 of this Article. In respect of shares of other types, the price for redemption shall not be lower than the market price, unless otherwise provided for in the Charter of the company or agreed upon by the company and the relevant shareholders.

3. The company may redeem shares of each shareholder in proportion to the number of shares he/she/it holds in the company. In this case, the decision to redeem shares of the company shall be notified to all shareholders within thirty days from the date such decision is passed. The notice shall include the name and address of the company, total number of shares and types of shares to be redeemed, price for redemption or principle for determination of the price for redemption, procedures and time limit for payment, and procedures and time limit for shareholders to offer their shares for sale to the company. Shareholders must send an offer to sell their shares to the company within thirty days from the date of notice.

Article 66.- Conditions for payment and dealing with redeemed shares

1. A company may only pay shareholders for redeemed shares in accordance with Articles 64 and 65 of this Law if right after such redeemed shares are paid for, the company is still able to pay all its debts and other property obligations.

2. All shares redeemed in accordance with Articles 64 and 65 of this Law shall be considered shares not yet sold among the shares which may be offered for sale.

3. After the redeemed shares are fully paid for, if the total value of assets recorded in the accounting books of the company is reduced by more than 10%, the company must notify all creditors thereof within fifteen days from the date the redeemed shares are fully paid for.

Article 67.- Payment of dividends

1. A joint-stock company may only pay dividends to its shareholders when it earns profits from its business and has fulfilled its tax and other financial obligations in accordance with law, and when, after the payment of such dividends, the company is still able to pay all its due debts and other property obligations.

2. The Board of Management shall prepare a list of shareholders to be paid dividends and determine the rate of dividend paid for each share, the time-limit and mode of payment no later than thirty days prior to each payment of dividends. The notice on payment of dividends shall be sent to all shareholders no later than fifteen days prior to the actual payment of dividends. The notice shall specify the name of the company, name and address of the shareholder, the number of shares of each type held by such shareholder, the dividend rate for each share and the total dividends such shareholder is paid, and the time and method of dividend payment.

3. Where shares are assigned during the period between the completion of the list of shareholders and the time of payment of dividends, the share assignor shall receive dividends from the company.

Article 68.- Recovery of payments for redeemed shares or dividends

Where a payment for redeemed shares is made in contravention of Clause 1, Article 66 of this Law or where dividends are paid in contravention of Clause 1, Article 67 of this Law, all shareholders shall have to return to the company the money or other assets they have received; where a shareholder cannot return them to the company, such shareholder and members of the Board of Management shall be jointly liable for the debts of the company.

Article 69.- Organizational and managerial structure of joint-stock companies

Joint-stock companies must have the General Assembly of Shareholders, the Board of Management and the Director (General Director); joint-stock companies with more than eleven shareholders must also have the Control Board.

Article 70.- The General Assembly of Share-holders

1. The General Assembly of Shareholders shall comprise all shareholders who may vote and shall be the highest decision-making body of a joint-stock company.

2. The General Meeting of Shareholders shall have the following rights and duties:

a/ To decide the types of shares and total number of shares of each type to be offered for sale; to decide the rate of annual dividend for each type of shares;

b/ To elect, remove or dismiss members of the Board of Management and members of the Control Board;

c/ To consider and handle breaches committed by the Board of Management and the Control Board which cause damage to the company and its shareholders;

d/ To decide the reorganization and dissolution of the company;

e/ To decide the amendments and supplements to the Charter of the company, except for adjusting the charter capital as a result of sale of new shares within the number of shares which may be offered for sale as stated in the Charter of the company;

f/ To approve annual financial reports;

g/ To adopt the orientation for the development of the company, to decide the sale of assets having value equal to or larger than 50% of the total value of assets recorded in the accounting books of the company;

h/ To decide the redemption of more than 10% of the total number of already sold shares of each type;

i/ Other rights and duties stipulated in this Law and the Charter of the company.

Article 71.- Competence to convene meetings of the General Assembly of Shareholders

1. The General Assembly of Shareholders shall meet at least once a year.

2. The General Assembly of Shareholders shall be convened:

a/ By a decision of the Board of Management;

b/ At the request of a shareholder or a group of shareholders as provided for in Clause 2, Article 53 of this Law or of the Control Board in cases where the Board of Management seriously breaches the obligations of managers stipulated in Article 86 of this Law, or where the Board of Management passes a decision ultra vires, or other cases stipulated in the Charter of the company.

3. The Board of Management must convene a meeting of the General Assembly of Shareholders within thirty days from the date of receipt of the request stipulated in Point b, Clause 2 of this Article.

Where the Board of Management fails to do so, the Control Board shall replace the Board of Management in convening the meeting of the General Assembly of Shareholders in accordance with this Law.

Where the Control Board fails to convene the meeting, the requesting shareholder or group of shareholders stipulated in Point b, Clause 2 of this Article may replace the Board of Management and the Control Board in convening the meeting of the General Assembly of Shareholders in accordance with this Law.

All expenses for convening and conducting a General Assembly of Shareholders shall be made up for by the company.

4. The convenor shall have to prepare a list of shareholders entitled to attend meetings of the General Assembly of Shareholders, provide information and settle complaints relating to the list of shareholders, prepare the agenda and contents of the meeting, prepare documents, determine the time and venue of the meeting, and send an invitation to the meeting to each shareholder entitled to attend the meeting in accordance with this Law.

Article 72.- List of shareholders entitled to attend meetings of the General Assembly of Shareholders

1. The list of shareholders entitled to attend meeting of the General Assembly of Shareholders shall be prepared based on the register of shareholders of the company. The list of shareholders entitled to attend meeting of the General Assembly of Shareholders shall be prepared when a decision to convene a meeting is made, and must be completed no later than ten days before the opening date of the General Assembly of Shareholders� meeting.

2. The list of shareholders entitled to attend meetings of the General Assembly of Shareholders shall specify the full name and permanent addresses, for individuals; and the names and offices, for organizations; and the number of shares of each type of each shareholder.

3. Every shareholder may be provided with the information relating to himself/herself stated in the list of shareholders entitled to attend meetings of the General Assembly of Shareholders.

4. The shareholder or group of shareholders stipulated in Clause 2, Article 53 of this Law shall have access to the list of shareholders entitled to attend meetings of the General Assembly of Shareholders.

5. A shareholder may demand correction of wrong information or supplement necessary information on himself/herself in the list of shareholders entitled to attend meetings of the General Assembly of Shareholders.

Article 73.- Agenda and contents of the General Meeting of Shareholders meeting

1. The convenor of a meeting of the General Assembly of Shareholders must prepare the agenda and contents of the meeting.

2. The shareholder or group of shareholders stipulated in Clause 2, Article 53 of this Law may recommend matters to be included in the agenda of meeting of the General Assembly of Shareholders. The recommendation must be made in writing and be sent to the company no later than three days before the date of opening. The recommendation must specify the name of shareholder, the number of shares of each type of the shareholder and the matters recommended for inclusion in the meeting agenda.

3. The convenor of a meeting of the General Assembly of Shareholders may only refuse the recommendation stipulated in Clause 2 of this Article in one of the following cases:

a/ The recommendation is not sent on time, is insufficient, or is of an irrelevant matter;

b/ The recommended issue does not fall under the jurisdiction of the General Assembly of Shareholders;

c/ Other cases stipulated in the Charter of the company.

Article 74.- Invitation to meetings of the General Assembly of Shareholders

1. The convenor of a meeting of the General Assembly of Shareholders shall send a written invitation to all shareholders entitled to attend the meeting no later than seven days before the date of opening.

2. Enclosed with the invitation shall be the agenda and discussion documents as the basis for passing decisions.

Article 75.- Right to attend meetings of the General Assembly of Shareholders

1. Shareholders may attend meetings of the General Assembly of Shareholders in person or authorize other persons in writing to do so.

2. Where shares are assigned during the period between the date of completion of the list of shareholders and the opening date of a meeting of the General Assembly of Shareholders, the share assignee shall be entitled to attend meeting of the General Assembly of Shareholders in place of the assignor in respect of the assigned shares.

Article 76.- Conditions and procedures for conducting meetings of the General Assembly of Shareholders

1. A meeting of the General Assembly of Shareholders shall be conducted when the number of attending shareholders represents at least 51% of the voting shares. The specific percentage shall be stipulated by the Charter of the company.

2. Where the first meeting cannot be held as the condition prescribed in Clause 1, this Article, is not met, the meeting may be convened for the second time within thirty days from the planned opening date of the first meeting. A General Assembly of Shareholders� meeting which is convened for the second time shall be conducted when the number of attending shareholders represents at least 30% of the voting shares. The specific percentage shall be stipulated by the Charter of the company.

3. Where a meeting convened for the second time cannot take place as the condition prescribed in Clause 2, this Article is not met, it may be convened for the third time within twenty days from the planned opening date of the second meeting. In this case, the General Assembly of Shareholders shall meet, regardless of the number of attending shareholders.

4. Only the General Assembly of Shareholders may make changes to the meeting�s agenda sent together with the invitation as provided for in Clause 2, Article 74 of this Law.

5. The procedures for conducting meetings of the General Assembly of Shareholders and the form of voting shall be stipulated in the Charter of the company.

Article 77.- Approving decisions of the General Assembly of Shareholders

1. The General Assembly of Shareholders shall approve decisions which fall under its jurisdiction by way of voting at meetings or obtaining written opinions.

2. A decision of the General Assembly of Shareholders shall be passed at a meeting when:

a/ It is approved by a number of shareholders representing at least 51% of the total voting shares of all attending shareholders. The specific percentage shall be stipulated in the Charter of the company.

b/ For decisions on types of shares and number of shares of each type to be offered for sale; on amendments and supplements to the Charter of the company; on reorganization or dissolution of the company; on sale of more than 50% of the total value of assets recorded in the accounting books of the company, they must be approved by a number of shareholders representing at least 65% of the total voting shares of all attending shareholders. The specific percentage shall be stipulated in the Charter of the company.

3. Where a decision is passed by obtaining written opinions, a decision of the General Assembly of Shareholders shall be passed when it is approved by a number of shareholders representing at least 51% of the total voting shares. The specific percentage shall be stipulated in the Charter of the company.

4. Decisions of the General Assembly of Shareholders shall be notified to shareholders entitled to attend meetings of the General Assembly of Shareholders within fifteen days from the date of their approval.

Article 78.- Minutes of the General Assembly of Shareholders’ meetings

1. Meetings of the General Assembly of Shareholders shall be recorded in the minutes book of the company. A minutes must contain the following principal contents:

a/ Time and venue of the General Assembly of Shareholders’ meeting;

b/ Agenda;

c/ Chairman and secretary;

d/ Summary of opinions stated at the meeting of the General Assembly of Shareholders;

e/ Issues discussed and voted on at the meeting of the General Assembly of Shareholders; the number of votes in favor, number of votes against and number of votes in abstention; and issues already approved;

f/ Total number of votes of attending shareholders;

g/ Total number of votes for each issue voted on;

h/ Full names and signatures of the Chairman and secretary.

2. The minutes of a meeting of the General Assembly of Shareholders shall be completed and approved before the closing of the meeting.

Article 79.- Request for cancellation of decisions of the General Assembly of Shareholders

Within ninety days from the date a decision is approved, shareholders, Board of Management’s members, the Director (General Director) and the Control Board may demand that a court consider and cancel a decision of the General Assembly of Shareholders in the following cases:

1. The procedures for convening a meeting of the General Assembly of Shareholders fail to comply with this Law and the Charter of the company;

2. The content of the decision breaches the provisions of law or the Charter of the company.

Article 80.- The Board of Management

1. The Board of Management is the body managing the company, and shall have full authority to make decisions in the name of the company on all issues relating to the objectives and benefits of the company, except for issues which fall under the jurisdiction of the General Assembly of Shareholders.

2. The Board of Management shall have the following rights and duties:

a/ To decide the development strategies of the company;

b/ To recommend the types of shares and total number of shares of each type to be offered for sale;

c/ To decide the sale offer of new shares within the number of shares of each type which may be offered; to make decisions on mobilizing additional fund in other forms;

d/ To make decisions on investment plans;

e/ To decide solutions to market expansion, marketing and technology; to approve contracts for purchase, sale, borrowing, lending and other contracts having the value equal to or larger than 50% of the total value of assets recorded in the accounting book of the company or a smaller percentage stipulated in the Charter of the company;

f/ To appoint, dismiss or remove the Director (General Director) and other key managers of the company; to make decisions on the salaries and other benefits of such managers;

g/ To decide the organizational structure as well as internal management rules of the company, to decide the establishment of subsidiary companies, establishment of branches and/or representative offices, and the capital contribution to or purchase of shares from other enterprises;

h/ To submit annual final financial reports to the General Assembly of Shareholders;

i/ To recommend the dividend rates to be paid, to decide the time limit and procedures for payment of dividends or for dealing with losses incurred in the business operation;

k/ To decide the price offered for sale of shares and bonds of the company; to value assets contributed as capital which are neither Vietnamese currency, freely convertible foreign currency, nor gold;

l/ To approve the agendas and documents of meetings of the General Assembly of Shareholders; to convene the General Assembly of Shareholders’ meetings or to carry out the procedures for obtaining comments for approval of decisions of the General Assembly of Shareholders;

m/ To decide the redemption of not more than 10% of the number of shares of each type which have been sold;

n/ To recommend reorganization or dissolution of the company;

o/ Other rights and duties prescribed in this Law and the Charter of the company.

3. The Board of Management shall approve decisions by way of voting at meetings, obtaining written comments or otherwise as stipulated in the Charter of the company. Each member of the Board of Management shall have one vote.

4. The Board of Management shall be composed of not more than eleven members. The term, qualifications and specific number of members of the Board of Management shall be stipulated in the Charter of the company.

Article 81.- Chairman of the Board of Management

1. The Board of Management shall elect the Chairman of the Board of Management from its members. The Chairman of the Board of Management may act concurrently as the Director (General Director) of the company unless otherwise provided for by the Charter of the company.

2. The Chairman of the Board of Management shall have the following rights and duties:

a/ To prepare working plans and programs of the Board of Management;

b/ To prepare programs, agendas and documents for the Board of Management�s meetings; to convene and preside over meetings of the Board of Management;

c/ To organize the approval of the Board of Management’s decisions in other manners;

d/ To monitor the implementation of the decisions of the Board of Management;

e/ To preside over meetings of the General Assembly of Shareholders;

f/ Other rights and duties prescribed in this Law and the Charter of the company.

3. Where the Chairman of the Board of Management is absent or has lost the capacity to perform his assigned tasks, a member authorized by the Chairman of the Board of Management shall exercise the rights and perform the duties of the Chairman of the Board of Management. Where no one is authorized, the remaining members shall select one among them to temporarily hold the position of the Chairman of the Board of Management.

Article 82.- Meetings of the Board of Management

1. The Chairman of the Board of Management may convene meetings of the Board of Management:

a/ At least once every quarter, and may convene extraordinary meetings when necessary;

b/ At the request of the Control Board or other persons as prescribed in the Charter of the company.

2. A Board of Management meeting shall be conducted when it is attended by two thirds or more of the total members. A decision of the Board of Management is passed when it is approved by the majority of the attending members. In case of a tied vote, the final decision shall be in favor of the side with the vote of the Chairman of the Board of Management.

3. The procedures for convening and conducting a Board meeting shall be stipulated in the Charter or the internal management rules of the company.

4. The Board of Management’s meetings shall be fully recorded in the minutes book. The Chairman and the secretary shall be jointly responsible for the accuracy and truthfulness of minutes of Board meetings.

Article 83.- The Board of Management members’ right to be provided with information

1. Members of the Board of Management may request the Director (General Director), Deputy Director (Deputy General Director) and managers of other units in the company to provide information and documents on the financial situation and business operation of the company and of units in the company.

2. Managers who are so requested must provide all information and documents promptly and accurately as requested by members of the Board of Management.

Article 84.- Dismissal, removal and addition of members of the Board of Management

1. A member of the Board of Management shall be removed in the following cases where:

a/ His/her capacity for civil act is lost or restricted;

b/ He/she resigns;

c/ Other cases defined in the Charter of the company.

2. Members of the Board of Management shall be dismissed by decisions of the General Assembly of Shareholders.

3. Where the number of Board members is reduced to less than one third of the number stipulated in the Charter of the company, the Board of Management shall convene a meeting of the General Assembly of Shareholders within sixty days to elect additional Board members.

In other cases, the next meeting of the General Assembly of Shareholders shall elect new Board members to replace Board members who have been removed or dismissed.

Article 85.- Director (General Director) of the company

1. The Board of Management shall appoint one of its members or another person to be the Director (General Director). The Chairman of the Board of Management may concurrently act as the Director (General Director) of the company. Where the Charter of the company does not provide that the Chairman of the Board of Management is the legal representative, the Director (General Director) shall be the legal representative of the company.

Director (General Director) manages the day-to-day operation of the company and is answerable to the Board of Management for the exercise of his/her delegated powers and the performance of his/her assigned tasks.

2. Director (General Director) shall have the following powers and duties:

a/ To decide all issues relating to the day to day operation of the company;

b/ To organize the implementation of decisions of the Board of Management;

c/ To organize the materialization of business plans and investment plans of the company;

d/ To propose plans on the organizational structure and internal management rules of the company;

e/ To appoint, remove or dismiss management personnel in the company except for those appointed, removed or dismissed by the Board of Management;

f/ To make decisions on salary and allowances (if any) for employees of the company, including managers who may be appointed by the Director (General Director);

g/ Other powers and duties as prescribed by law, the Charter of the company and decisions of the Board of Management.

Article 86.- Obligations of managers of the company

The Board of Management, the Director (General Director) and other managers shall, within their responsibilities and powers, have the following obligations:

1. To exercise their delegated powers and perform their assigned tasks honestly and diligently in the interest of the company and of shareholders of the company;

2. Not to abuse their positions and powers or to use assets of the company for personal benefits of their own or of other persons; not to give away assets of the company to others; not to disclose secrets of the company, except where approved by the Board of Management;

3. When the company fails to pay all its due debts and other property obligations:

a/ To inform all creditors of the financial situation of the company;

b/ Not to increase salary or to pay any bonus to employees of the company, including managers;

c/ To be personally liable for any damage caused to creditors due to the failure to perform the obligations prescribed in Points a and b of this Clause;

d/ To propose measures to overcome the financial difficulties of the company;

4. Other obligations as stipulated by law and the Charter of the company.

Article 87.- Contracts which must be approved by the General Assembly of Shareholders or the Board of Management

1. Economic and civil contracts between the company and members of the Board of Management, the Director (General Director), members of the Control Board, shareholders holding more than 10% of the voting shares or their related persons may only be signed according to the following regulations:

a/ Contracts having a value larger than 20% of the total value of assets recorded in the accounting books of the company must be approved by the General Assembly of Shareholders prior to their signing. Shareholders who sign such contracts or have related persons signing such contracts shall not be entitled to vote;

b/ Contracts having a value equal to 20% or less of the total value of assets recorded in the accounting books of the company must be approved by the Board of Management prior to their signing. Board members who sign such contracts or have related persons signing such contracts shall not be entitled to vote;

2. Where any contract referred to in Clause 1 of this Article is signed without prior approval of the General Assembly of Shareholders or the Board of Management, such contract shall be null and void and dealt with according to law. Persons causing damage to the company shall have to make compensation therefor.

Article 88.- Rights and duties of the Control Board

1. A joint-stock company having more than eleven shareholders must have a Control Board composed of three to five members, of whom at least one member must be professionalized in accountancy. The Control Board shall elect one of its members to be the Head; and the Head of the Control Board must be a shareholder. The rights and duties of the Head of the Control Board shall be stipulated in the Charter of the company.

2. The Control Board shall have the following rights and duties:

a/ To inspect the reasonability and legality in the management and administration of business activities, in books of accounts and financial reports;

b/ To evaluate annual financial reports of the company; to check every specific issue relating to the management and administration of the activities of the company when it deems necessary or under a decision of the General Assembly of Shareholders or as requested by a shareholder or a group of shareholders as stipulated in Clause 2, Article 53 of this Law;

c/ To inform the Board of Management regularly of the results of the operations; to consult the Board of Management prior to submission of reports, conclusions and recommendations to the General Assembly of Shareholders;

d/ To report to the General Assembly of Shareholders on the accuracy, truthfulness and legality of the manner in which vouchers, books of account, financial reports and other reports of the company are kept and made; and on the honesty and legality in the management and administration of business operation of the company;

e/ To recommend changes and/or improvements of the organizational structure, the management and administration of business operation of the company;

f/ Other rights and duties as prescribed by this Law and the Charter of the company.

The inspection stipulated in Points a and b of this Clause may not obstruct the routine activities of the Board of Management and shall not interrupt the administration of day-to-day business operation of the company.

Article 89.- Provision of information to the Control Board

The Board of Management and its members, Director (General Director) and other managers shall have to provide promptly and fully information and documents on the business operation of the company at the request of the Control Board, except otherwise decided by the General Assembly of Shareholders.

The Control Board and its members must not disclose secrets of the company.

Article 90.- People who must not act as members of the Control Board

1. Members of the Board of Management, Director (General Director), related persons of members the Board of Management and of Director (General Director), chief accountant of the company.

2. Persons who are being examined for penal liability, are serving imprisonment sentences, or who have their practicing right revoked by a court for having committed offences of smuggling, producing fake goods, trading in fake goods, conducting illegal business, tax evasion, deceiving customers and other offences as prescribed by law.

Article 91.- Other issues related to the Control Board

The term of the Control Board and the working regulations and remuneration for its members shall be stipulated by the Charter of the company or decided by the General Assembly of Shareholders.

The Control Board shall be accountable to the General Assembly of Shareholders for breaches in the course of performing its duty, which cause damage to the company.

Article 92.- Auditing requirements

For joint-stock companies which must be audited as required by law, their annual financial reports must be verified by independent auditing organizations prior to submission to their the General Assembly of Shareholders for consideration and approval.

Article 93.- Disclosure of information on joint-stock companies.

1. Within ninety days after the end of a fiscal year, a joint-stock company must submit its annual financial report approved by the General Assembly of Shareholders to the tax office and the business registration body.

2. The summary of annual financial report must be sent to all shareholders.

3. All organizations and individuals may, subject to payment of fees, see or copy annual financial reports of joint-stock companies at the business registration office.

Article 94.- File-keeping regime of joint-stock companies

1. Joint-stock companies shall have to keep the following documents:

a/ Charter of the company; amendments and supplements to the Charter of the company; internal management rules of the company; and register of shareholders;

b/ Business registration certificate; certificate of business registration alteration; certificate of industrial property rights; certificate of registration of product quality;

c/ Documents and papers certifying the ownership of assets of the company;

d/ Minutes of meetings of the General Assembly of Shareholders and the Board of Management; decisions already approved;

e/ Prospectus for issuance of securities;

f/ Reports of the Control Board, conclusions of inspection bodies, conclusions of independent auditing organizations;

g/ Books of accounts, accounting vouchers, annual financial reports;

h/ Other documents as prescribed by law.

2. Joint-stock companies must keep the documents referred to in Clause 1 of this Article at their head-offices or elsewhere, provided that the shareholders and the business registration body are informed thereof. The documents shall be kept for a duration as prescribed by law.

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