Chương IV Luật doanh nghiệp 2005: Công ty cổ phần

Chapter IV

JOINT-STOCK COMPANIES

Article 77.- Joint-stock companies

1. A joint-stock company is an enterprise where:

a/ Its charter capital is divided into equal portions known as shares;

b/ Shareholders may be organizations and/or individuals; the minimum number of shareholders shall be three and shall not be restricted to any particular maximum number;

c/ Its shareholders shall be liable for debts and other property liabilities of such enterprise within the limit of the value of their capital contribution to the enterprise;

d/ Shareholders shall be entitled to freely transfer their shares, except the case specified in Clause 3 of Article 81 or Clause 5 of Article 84 of this Law.

2. A joint-stock company shall have the legal person status from the date it is granted a business registration certificate.

3. A joint-stock company shall be entitled to issue securities of all kinds for capital mobilization.

Article 78.- Types of share

1. A joint-stock company must issue ordinary shares. Owners of such shares are called ordinary shareholders.

2. A joint-stock company may issue preference shares. Holders of preference shares are called preference shareholders.

Preference shares include shares of types as described hereunder:

a/ Voting preference shares;

b/ Dividend preference shares;

c/ Redeemable preference shares;

d/ Other types of preference share as provided for in the company's charter.

3. Voting preference shares shall be held only by government-authorized organizations and founding shareholders. Voting preference of founding shareholders shall be effective for three years only after the date of grant of the business registration certificate to the company. After that, voting preference shares of founding shareholders shall be converted into ordinary shares.

4. Those who shall be entitled to buy dividend preference shares, redeemable preference shares or other types of preference share shall be provided in the company's charter or decided by the Shareholders' Meeting.

5. Each share of the same type offers its owners equal rights, obligations and interests.

6. Ordinary shares shall not be convertible into preference shares. Preference shares may be converted into ordinary shares under decisions of the Shareholders' Meeting.

Article 79.- Rights of ordinary shareholders

1. An ordinary shareholder shall have the following rights:

a/ To participate and speak in all Shareholders' Meetings and exercise the right to vote directly or through an authorized representative(s); each ordinary share carries a vote;

b/ To receive dividend at the level set by the Shareholders' Meeting;

c/ To be given priority in buying newly issued shares pro rata to the amount of ordinary shares held by each shareholder in the company;

d/ To freely transfer their shares to other shareholders and those who are other than shareholders, except the case specified in Clause 5, Article 84 of this Law;

e/ To review, search, extract information in the list of shareholders holding voting rights and request correction of inaccurate information;

f/ To review, search, extract or copy the company's charter, the minute book of Shareholders' Meetings and resolutions of the Shareholders' Meetings;.

g/ Where the company is dissolved or goes bankrupt, to receive part of the remaining property in proportion to the shares contributed to the company;

h/ Other rights provided for by this Law or by the company's charter.

2. Shareholders or group of shareholders who hold, within at least six consecutive months, over 10% of ordinary shares or a smaller percentage as provided for in the company's charter shall have the following rights:

a/ To nominate candidates to the Management Board and the Control Board (if any);

To review and extract the minute book and other resolutions of the Management Board, mid­year and annual financial statements made according to forms of the Vietnamese accounting system and other reports of the Control Board;

c/ To request the convening of the Shareholders' Meeting in the case specified in Clause 3 of this Article;

d/ To request the Control Board to check each specific problem related to the management and operation of the company when deeming it necessary. Such request must be made in writing and state the full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification, for shareholders being individuals; or the name, permanent address, nationality, number of the establishment decision or the business registration certificate, for shareholders being organizations; number of shares and time of share registration by each shareholder, total shares of the whole group of shareholders and the proportion of ownership in the total number of shares of the company; issues to be checked, the purpose of checking;

e/ Other rights as provided for by this Law and the company's charter.

3. Shareholders or group of shareholders as provided for in Clause 2 of this Article shall be entitled to request convening of the Shareholders' Meeting in the following cases:

a/ The Management Board seriously violates the rights of shareholders, obligations of managers or makes decisions ultra vires;

b/ The term of the Management Board is over six months and the new Management Board has not yet been elected to replace the former;

c/ Other cases as provided for in the company's charter.

The request must be made in writing and state the full name, permanent address, number of the people's identity card, passport or other lawful personal certification, for shareholders being individuals; or the name, permanent address, nationality, number of the establishment decision or the business registration certificate, for shareholders being organizations; number of shares and time of share registration by each shareholder, total shares of the whole group of shareholders and the proportion of ownership in the total number of shares of the company; grounds and reasons to request convening of the Shareholders' Meeting. Attached with the request must be materials, evidence of violations by the Management Board, the severity of violations or the decisions already issued ultra vires.

4. Unless otherwise provided for in the company's charter, the nomination of candidates to the Management Board and the Control Board provided for at Point a, Clause 2 of this Article shall be effected as follows:

a/ Shareholders holding voting rights voluntarily form a group (groups), which satisfies(y) the conditions to be able to nominate candidates for the Management Board and the Control Board, must report the holding of the group meeting to all participating shareholders at the opening of the Shareholders' Meeting at the latest.

b/ Depending on the number of members of the Management Board and the Control Board, the Shareholders' Meeting shall decide on the number of representatives nominated by shareholders or groups of shareholders provided for in Clause 2 of this Article. If the number of nominees nominated by shareholders or groups of shareholders is smaller than the number they shall be entitled to nominate according to the decision of the Shareholders' Meeting, the remaining nominees shall be selected by the Management Board, the Control Board and other shareholders.

Article 80.- Obligations of ordinary shareholders

1. To make full payment for their subscribed shares within ninety days from the date the company is granted the business registration certificate and to be liable for debts and other property liabilities of the company within the amount of the paid-in capital.

Not to withdraw the paid-in capital in the form of ordinary shares from the company in any form, except the case where the company buys back the shares or the shareholder sells the shares to other persons. If a shareholder withdraws part or the whole of the paid-in capital contrary to the provisions of this Clause, all the members of the Management Board and the company's representative-at-law shall be jointly responsible for debts and other property liabilities of the company within the value of the withdrawn shares.

2. To observe the charter and internal management regulations of the company;

3. To abide by decisions of the Shareholders' Meeting and of the Management Board;

 4. To perform other obligations as provided for by this Law and the company's charter.

5. Ordinary shareholders shall take personal responsibility when committing in the name of the company in any form the following acts:

a/ Violating law;

b/ Conducting business or other transactions for self-seeking purposes or interests of other organizations or individuals;

c/ Paying undue debts when the company is facing possible financial risks.

Article 81- Voting preference shares and rights of voting preference shareholders

1. A voting preference share is a share that carries a number of votes more than that carried by an ordinary share. The specific number of votes carried by such a share shall be determined in the company's charter.

2. A voting preference shareholder shall have the following rights:

a/ To vote on all issues within the competence of the Shareholders' Meeting with the number of votes as provided in Clause 1 of this Article;

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

3. Shareholders owning voting preference shares shall not be allowed to transfer such shares to others.

Article 82.- Dividend preference shares and rights of dividend preference shareholders

1. A dividend preference share is a share that entitles its holder to receive a dividend at a higher level than that of ordinary shares or at a stable annual level. Annual dividend of such share comprises fixed dividend and bonus dividend. Fixed dividend is paid regardless of the business result made by the company. The specific amount of fixed dividend and the method for calculation of bonus dividend shall be stated in certificates of dividend preference share.

2. A dividend preference shareholder shall have the following rights:

a/ To receive dividend at the level stated in Clause 1 of this Article;

b/ Where the company is dissolved or becomes bankrupt, to receive, in proportion to the total shares held, part of its remaining assets after the company has paid all debts and redeemable preference shares;

c/ Other rights as an ordinary shareholder, except the case stated in Clause 3 of this Article.

3. Dividend preference shareholders shall not be entitled to vote, to attend the Shareholders' Meeting, and to nominate representatives in the Management Board and the Control Board.

Article 83.- Redeemable preference shares and rights of redeemable preference shareholders

1. A redeemable preference share is a share that is bought back by the company anytime upon request of its holder, or under circumstances stated in the certificate of such share.

2. A redeemable preference shareholder shall have other rights as an ordinary shareholder, except those in Clause 3 of this Article.

3. Redeemable preference shareholders shall not be entitled to vote, to attend the Shareholders' Meeting, and to nominate representatives in the Management Board and the Control Board.

Article 84.- Ordinary shares of founding shareholders

1. Founding shareholders must together subscribe at least 20% of the total ordinary shares which may be offered for sale; and pay in full for the subscribed shares within ninety days as from the date that the company is granted a business registration certificate.

2. Within ninety days as from the date the company is granted a business registration certificate, the company must inform the business registration office about equity capital contribution. The notification must contain the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, and place of business registration;

b/ Total number of ordinary shares which may be offered for sale, and number of subscribed shares of the founding shareholders.

c/ Name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification, number of the establishment decision or business registration certificate; number of subscribed shares, numbers and value of paid-in shares, types of asset used to make equity capital contribution by each founding member;

d/ Total of shares and value of paid-in shares of all founding shareholders;

e/ Full name and signature of the company's representative-at-law.

The representative-at-law of the company shall be personally responsible for any company's and others' losses if the notice is late, inaccurate, dishonest or incomplete.

3. If a founding shareholder does not pay in full for the subscribed shares, those shares shall be dealt with in one of the following ways:

a/ All remaining founding shareholders shall fully pay for such shares in proportion to their share ownership in the company;

b/ One or some founding shareholders shall fully pay for such shares;

c/ Others who are not founding shareholders shall be mobilized to fully pay for such shares and shall become founding shareholders of the company. In this case, founding shareholders who have not yet fully paid for the subscribed shares shall no longer be founding shareholders of the company.

Where the subscribed shares of the founding shareholders have not yet been paid for, all founding shareholders shall jointly be responsible for debts and other property responsibilities of the company within the value of shares not yet be paid for.

4. In case founding shareholders do not subscribe all shares, the remaining shares must be offered and sold out within three years as from the date the business registration certificate is granted to the company.

5. Within three years as from the date the business registration certificate is granted to the company, founding shareholders shall be free to transfer their ordinary shares to other founding shareholders. Ordinary shares of founding shareholders may be transferable to persons who are not founding shareholders if so approved by the Shareholders' Meeting. In this case, shareholders who plan to transfer their shares shall not be entitled to vote on such transfer and the transferees shall become founding shareholders.

After three years from the date the business registration certificate is granted to the company, all restrictions imposed upon founding shareholders shall be abolished.

Article 85.- Share certificates

1. Certificates issued by a joint-stock company or recorded in the book entry evidencing the ownership of one or more shares issued by such company are referred to as share certificates. A share certificate may be either bearer share certificate or non-bearer share certificate. A share certificate shall contain the following principal contents:

a/ Name, and address of the head office of the company;

b/ Number and date of grant of the business registration certificate;

c/ Quantity and type(s) of shares;

d/ Face value of each share and the total face value of shares specified in the share certificate;

e/ Full name, permanent address, nationality, number of the people's identity card, passport or Other lawful personal certification of the shareholder being an individual; name, permanent address, nationality, number of the establishment decision or business registration certificate of the shareholder being in an organization, for non-bearer share certificates;

f/ Summary of procedures of transfer of shares;

g/ Specimen signature of the representative-at-law and seal of the company;

h/ The registration number recorded in the company's register book of shareholders and date of issue of share certificates;

i/ Other contents as described in Articles 81, 82 and 83 of this Law, for preference share certificate(s).

2. All mistakes, if any, in the contents and format of share certificates issued by the company do not affect the rights and benefits of its owner. The chairman of the Management Board and the director or general director of the company shall jointly be responsible for losses caused by such mistakes to the company.

3. Where a share certificate is lost, torn, burnt, or otherwise destroyed, the holder of such share certificate may request the company to re-issue the share certificate.

Such request shall contain commitments that;

a/ The share certificate has been actually lost, torn or otherwise destroyed; if lost, a commitment that due search has been conducted; and if the share certificate is found, it shall be returned to the company for destruction;

d/ The requesting shareholder shall be responsible for disputes arising from the issuance of new share certificate.

For shares with a par value of more than VND ten million, prior to the receipt of the request for issue of new share certificate(s), the company's representative-at-law may ask the shareholder(s) to publish an announcement that the share certificate has been lost, burnt or otherwise destroyed and after fifteen days from the date of publication, a request for issue of new share certificate(s) shall be made.

Article 86.- Register book of shareholders

1. A joint-stock company must make and retain a register book of shareholders from the date it is granted the business registration certificate. Such book may be in writing or in electronic files, or both.

2. A register book of shareholders must contain the following principal contents:

a/ Name, and address of the head office of the company;

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

c/ Total number of paid-in shares of each type and value of paid-in equity capital;

d/ Full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of the shareholder being an individual; name, permanent address, nationality, number of the establishment decision or business registration certificate of the shareholder being in an organization.

e/ Quantity of shares of each type of each shareholders, date of registration of shares.

The register book of shareholders shall be kept at the head office of the company or securities registration, custody, clearing and payment center. Shareholders shall have the right to check, search, extract and copy the content of the register book of shareholders at any time during the working hours of the company or securities registration, custody, clearing and payment center.

Shareholders owning 5% or more of the total number of shares shall be registered with the authorized business registration office within seven working days as from the date they acquire that ownership percentage.

Article 87.- Offer for sale and transfer of shares

1. The Management Board shall have the right to decide on the time, method and offer price of shares within the quantity of shares which may be offered for sale. The offer price of shares must not be lower than the market price at the time of offer or the book-value of the shares at the most recent time, except the following cases where:

a/ Shares are offered for the first time to those who are not founding shareholders;

b/ Shares are offered to all shareholders in accordance with their existing share proportions in the company;

c/ Shares are offered to brokers and guarantors. In this case, the discount or discount rate must be approved by the number of shareholders representing at least 75% of total voting shares;

d/ Other cases and the discount rate in such cases is provided for in the company's charter.

2. In case the company issues additional ordinary shares and offers them to all ordinary shareholders in accordance with their existing share proportions in the company, the following provisions must be complied with:

a/ The company must notify the sale of shares in writing and by registered mail to the permanent addresses of all shareholders. Meanwhile, the notice must be published on three consecutive newspaper issues within ten working days as from the date of notification;

b/ The notice must state full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification, for shareholders being individuals; name, permanent address, nationality, number of the establishment decision or business registration certificate, for shareholders being organization; number of shares and share equity proportion of every shareholder in the company, total shares to be issued and number of shares that shareholders shall be entitled to buy; the offer price; time limit for subscription registration; full name and signature of the company's representative-at-law. The time limit specified in the notice must be reasonable for shareholders to be able to subscribe. The notice must be attached with a subscription registration form issued by the company;

c/ Shareholders may transfer their priority right to buy shares to others;

d/ If the share subscription registration form is not sent to the company within the time limit specified in the notice, the related shareholder shall be considered not receiving the priority right to buy shares. If the shares intended to be issued are not fully subscribed by shareholders and transferees of the priority right to buy shares, the remaining shares shall be managed by the Management Board. The Management Board may distribute these shares to shareholders of the company or to other persons in an appropriate manner provided that the conditions offered to such persons are not better than those offered to shareholders, unless it is otherwise approved by the Shareholders' Meeting or shares are sold through the stock exchange.

3. Shares shall be deemed to be sold when they are paid for in full and information of the buyer provided for in Clause 2, Article 86 of this Law is sufficiently and truthfully recorded in the register book of shareholders; from that time on, the buyer of such shares shall become a shareholder of the company.

4. After shares are sold, the company shall issue and grant share certificates to buyers. The company may opt to sell shares without issuing share certificates. In such case, information regarding shareholders as provided for in Clause 2, Article 86 of this Law recorded in the register book of shareholders shall be sufficient to certify such share holders' ownership of shares in the company.

5. All share certificates may be freely transferable, except cases specified in Clause 3, Article 81, and Clause 5, Article 84 of this Law. The transfer may be made in writing as usual or by mere delivery. The transfer paper must be signed by the transferor and transferee or by their authorized representatives. The transferor shall still be the owner of the relevant shares until the name of the transferee is recorded in the register book of shareholders.

Where only some shares of a bearer share certificate are transferred, the old share certificate shall be cancelled and the new share certificate stating the transferred shares and the remaining shares shall be issued by the company.

6. Conditions, methods and procedures for public share sale offer shall comply with the provisions of law on securities.

The Government shall guide the offer of individual shares for sale.

Article 88.- Issuance of bonds

A joint-stock company shall be entitled to issue bonds, convertible bonds, and other types of bond in accordance with the provisions of law and the company's charter.

A company is not allowed to issue bonds in the following cases, unless otherwise provided for in the securities law:

a/ The company fails to make full repayment for the principal and interest of issued bonds or has not yet paid or paid not in full due debts over the last three consecutive years;

b/ The average after-tax profit ratio of the last three consecutive years is not higher than the intended interest paid to bonds to be issued.

The issuance of bonds to creditors being selected financial institutions shall not be subject to the restrictions stated at Points a and b of this Clause.

3. Unless otherwise provided for in the company's charter, the Management Board shall have the right to decide on types of bond, the total value of bonds and time of issuance, but shall have to report their decisions to the Shareholders' Meeting in the next meeting. Such report must be attached with materials and dossiers for explaining the decisions of the Management Board on the bond issuance.

Article 89.- Payment for shares, bonds

Shares and bonds of a joint-stock company shall be paid in either Vietnam dong, freely convertible foreign currencies, gold, value of land use rights, value of intellectual property rights, technology and technical know-how or other assets as provided for in the company's charter, and must be paid in full once.

Article 90.- Buy-back of shares at the request of shareholders

1. A shareholder shall be entitled to request the company to buy back his/her own shares if such shareholder votes against decisions of the Shareholders' Meeting on the reorganization of the company or alteration of the rights, obligations of shareholders provided in the company's charter. The request must be in writing, clearly stating the name and address of the shareholder and the number of shares of each type held by such shareholder, the proposed price and the reasons for such request. The request shall be sent to the company within ten working days as from the date the Shareholders' Meeting adopts decisions on the issues mentioned in this Clause.

2. A company must buy back from the shareholder, at his/her request as provided for in Clause 1 of this Article, his/her shares at the market price or a price calculated on the principles provided for in the company's charter within ninety days as from the date of receipt of such request. Where agreement cannot be reached on such price, the shareholder may sell the shares to another person or the company and the shareholder may request a professional valuation organization to determine the price. The company shall introduce at least three professional valuation organizations for selection by the shareholder and such selection is the final decision.

Article 91.- Buy-back of shares as a result of company decisions

A company shall be entitled to buy back no more than 30% of total number of its issued ordinary shares, a portion or all of its sold preferential shares in accordance with the following provisions:

1. The Management Board shall have right to decide on a buy-back of no more than 10% of total number of shares of each type already offered and sold for every 12 months. In other cases, the buy-back of shares shall be decided by the Shareholders' Meeting.

2. The Management Board shall set the price for the buy-back of shares. For ordinary shares, the set price shall not be higher than their market price at the time of buyback, unless otherwise provided for in Clause 3 of this Article. The price of other types of shares shall not be lower than their market price, unless otherwise provided for in the company's charter or otherwise agreed between the company and related shareholders.

3. The company may buy back a number of shares from every shareholder corresponding to his/her equity proportion in the company. In this case, a notice of such decision by the company shall be sent via registered mail to all shareholders within thirty days as from the date of approval of such decision. A notice so made must contain the name and address of the head office of the company, the total number and types of shares to be bought back, price of such buy-back or principles for determination of such price, procedures and time limit for payment, procedures and time limit for shareholders to offer the company their shares.

Shareholders who agree to resell their shares must send their offers via registered mail to the company within thirty days after the notice date. Such a offer must state the full name, permanent address, number of the people's identity card, passport or lawful personal certification of the shareholder being an individual; name, permanent address, nationality, number of the establishment decision or business registration certificate of the shareholder being an organization, total shares owned, number of shares on sale; payment method, signature of the shareholder or his/her representative-at-law. The company shall only buy back shares offered within the said time limit.

Article 92.- Payment conditions and handling of share buy-backs

1. A company may make payment for the share buy-backs to shareholders in accordance with the provisions of Article 90 and Article 91 of this Law where immediately subsequent to such payment, the company shall still be able to pay off all due debts and other property liabilities.

2. All shares that are bought back in accordance with the provisions of Article 90 and Article 91 of this Law shall be deemed re-purchased shares eligible for re-offer.

3. Share certificates certifying the ownership of the bought-back shares shall be destroyed as soon as the respective shares have been paid in full. The chairman of the Management Board and the director or general director shall be jointly responsible for any losses caused by non-destruction or delayed destruction of such share certificates to the company.

4. Where a full payment of bought-back shares results in a decrease in the total book value of the company's assets by more than 10%, the company shall have to notify all of its creditors thereof within fifteen days as from the date of such payment.

Article 93.- Payment of dividends

1. Dividends for preference shares shall be paid according to specific conditions on each type of preference share.

2. Dividends payable to ordinary shares shall be determined on the basis of realized net profits and paid from the source of profits retained by the company. A join-stock company may pay dividends to its shareholders after its tax and other financial obligations have been fulfilled in accordance with the provisions of law, contributions to the company's funds have been made and previous losses have been fully covered in accordance with the provisions of law and the company's charter; and immediately after full payment of dividends, the company must still be able to fully pay all due debts and other property liabilities.

Dividends may be paid in cash, shares or other assets as provided for in the company's charter. In case of payment in cash, the payment must be made in Vietnam dong, possibly by check or money order sent by post to the permanent addresses of shareholders.

Dividends may be paid through bank transfer when the company has all information on shareholders' banks enabling the company to make direct transfer to the shareholders' bank accounts. If the company has transferred the money according to the bank information provided by shareholders, it shall not be responsible for any losses incurred from that transfer.

3. The Management Board must make a list of shareholders who get paid and determine the amount of dividend per share, the time and form of payment at least thirty days prior the date on which the payment of dividends is to be made. The notice of dividend payment must be sent via registered mail to the registered addresses of al! share holders not later than fifteen days prior to the date of such payment. Such notice must contain the name of the company, the full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of the shareholder being an individual or the number of the establishment decision or registration business certificate of the shareholder being an organization, the quantity of shares of each type of the shareholder; the amount of dividend per share and the total dividend to be received by such shareholder, the time and mode of payment, the full name and signature of the chairman of the Management Board and the representative-at-law of the company.

4. Where a shareholder transfers his/her shares at a time between the completion of the shareholders list and the dividend payment, the transferor shall receive the dividends paid by the company.

Article 94.- Recovery of payments for share buy-backs or dividends

Where the payment for a share buy-back does not comply with the provisions of Clause 1, Article 92 of this Law or the payment of dividends is contrary to the provisions of Article 93 of this Law, all shareholders must refund the company the paid money amounts or assets they have received; where a shareholder is unable to do so, that shareholder and all members of the Management Board shall jointly be liable for all debts and other property liabilities of the company within the value of money amounts and assets already paid to the shareholder but not yet refunded.

Article 95.- Organizational structure of management of joint-stock companies

A joint-stock company shall comprise: the Shareholders' Meeting; the Management Board, the director or general director; for a company with more than eleven shareholders being individuals or with a shareholder being an organization holding more than 50% of total shares, it must also have the Control Board.

The chairman of the Management Board or the director or general director is representative-at-1 aw of the company as provided for in the company's charter. The representative-at-law of a company must permanently reside in Vietnam; in case he/ she is absent from Vietnam for more than thirty days, he/she must authorize in writing another person to exercise the rights and perform the duties of a representative-at-law of the company.

Article 96.- Shareholders' Meetings

1. All shareholders with voting rights shall make up the Shareholders' Meeting that acts as the highest decision-making body of a joint-stock company.

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

a/ To adopt orientations of development of the company;

b/ To decide on types and total quantity of shares of each type the company is allowed to offer; decide on the annual amount of dividend per share of each type, unless otherwise provided for in the company's charter;

c/ To elect, remove from office and dismiss members of the Management Board and of the Control Board;

d/ To decide on investment or approve the sale of 50% or more of the total value of assets recorded in the company's latest financial statement unless a different percentage is provided for in the company's charter;

e/ To decide on the amendment or supplementation of the company's charter, except where there is an adjustment to the charter capital as a result of selling new shares within the total quantity of shares the company is allowed to offer as provided for in the company's charter;

f/ To approve annual financial statements;

g/ To decide on the buy-back of more than 10% of sold shares of each type;

h/ To investigate and handle violations committed by the Management Board and the Control Board which cause damage to the company and its shareholders;

i/ To decide on the reorganization and dissolution of the company;

j/ Other rights and duties as provided for by this Law and the company's charter.

3. Shareholders being organizations may appoint one or more authorized representatives to exercise their rights in accordance with the provisions of law. If more than one authorized representative is appointed, the number of shares and votes of each authorized representative must be determined. The appointment, termination or replacement of authorized representatives must be notified in writing to the company at the earliest convenience. The notice must contain the following principal contents:

a/ Name, permanent address, nationality, number and date of the establishment decision or business registration certificate of the shareholder;

b/ Number and types of shares and date of shareholder registration in the company;

c/ Full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of the authorized representative;

d/ Number of authorized shares;

e/ Duration of authorization;

f/ Full name and signature of the authorized representative and the representative-at-law for the shareholder.

The company must send a notice on the authorized representative stated in this Clause to the business registration office within five working days as from the date of receipt of such notice.

Article 97.- Competence to convene meetings of the Shareholders' Meeting

1. The Shareholders' Meeting shall meet regularly or irregularly, at least once a year. The venue of meetings of the Shareholders' Meeting must be in the territory of Vietnam.

2. The Shareholders' Meeting shall hold a regular meeting within four months after the end of a fiscal year. At the request of the Management Board, the business registration office may extend this time limit which must, however, not exceed six months after the end of a fiscal year.

A regular meeting of the Shareholders' Meeting shall discuss and approve:

a/ Annual financial statement;

b/ Report of the Management Board on the evaluation of the business management in the company;

c/ Report of the Control Board on management work of the Management Board and the director or general director;

d/ Dividend per share of each type;

e/ Other issues within its competence.

3. The Management Board must convene an irregular meeting of the Shareholders' Meeting in the following cases:

a/ The Management Board considers it necessary for the benefits of the company;

b/ The number of remaining members of the Management Board is smaller than as provided for by law;

c/ At the request of a shareholder or group of shareholders as provided for in Clause 2, Article 79 of this Law;

d/ At the request of the Control Board;

e/ Other cases as provided for by law or the company's charter.

4. Unless otherwise provided for by the company's charter, the Management Board shall convene a meeting of the Shareholders' Meeting within thirty days as from the date it has the number of its remaining members as provided for at Point b or the date of receipt of the request mentioned at Point c and d, Clause 3 of this Article.

Where the Management Board fails to convene a meeting of the Shareholders' Meeting as provided for, its chairman shall be responsible before law therefor and compensate for any damage caused to the company.

5. Where the Management Board fails to convene a meeting of the Shareholders' Meeting as provided for in Clause 4 of this Article, within the next thirty days, the Control Board shall, in place of the Management Board, convene a meeting of the Shareholders' Meeting in accordance with this Law.

Where the Control Board fails to convene a meeting of the Shareholders' Meeting as provided for, the head of the Control Board shall be responsible before law therefor and compensate for any damage caused to the company.

6. Where the Control Board fails to convene a meeting of the Shareholders' Meeting as provided for in Clause 5 of this Article, the requesting shareholder or group of shareholders mentioned in Clause 2, Article 79 of this Law, shall, in place of the Management Board and the Control Board, have the right to convene a meeting of the Shareholders' Meeting in accordance with this Law.

In this case, the shareholder or group of shareholders convening a meeting of the Shareholders Meeting may request the business registration office to supervise the convening process and the meeting if necessary.

7. The convener(s) of the a meeting of Shareholders' Meeting must make a list of shareholders entitled to participate in the meeting, provide information on and resolve complaints about such list of shareholders, prepare the agenda, contents and materials for such meeting, set the time and decide on the venue thereof, send meeting invitations to each shareholder entitled to participate in the meeting in accordance with this Law.

8. All expenses arising from the convening and proceeding of meetings of the Shareholders' Meeting as provided for in Clauses 4, 5 and 6 of this Article shall be reimbursed by the company.

Article 98.- List of shareholders entitled to participate in a meeting of the Shareholders' Meeting

1. The list of shareholders entitled to participate in a meeting of the Shareholders' Meeting shall be made based on the company's register book of shareholders. Such list shall be made when there is a decision to convene a meeting and must be completed at least thirty days before the date of opening of the Shareholders' Meeting, unless a shorter time limit is provided for in the company's charter.

2. The list of shareholders entitled to participate in a meeting of the Shareholders' Meeting shall include full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of every shareholder being an individual, or number of the establishment decision or business registration certificate of every shareholder being an organization; quantity of shares of each type; number and date of registration of each shareholder.

3. Every shareholder shall have the right to check, search, extract and copy the list of shareholders eligible for participation in meetings of the Shareholders' Meeting; to request amendment of incorrect information or addition of necessary information on him/herself in such list.

Article 99.- Agenda and contents for meetings of the Shareholders' Meeting

1. The convener(s) of the Shareholders' Meeting must make a list of shareholders entitled to participate in the meeting and to vote; prepare the agenda, and materials for the meeting and draft resolutions for each issue in the agenda, determine the time and venue of the meeting and send invitations to all shareholders eligible for participation in the meeting.

2. Individual shareholders or group of shareholders mentioned in Clause 2, Article 79 of this Law may propose matters to be included in the meeting agenda of a meeting of the Shareholders' Meeting. Such proposals shall be made in writing and forwarded to the company at least three working days before the opening date of such meeting; unless otherwise provided for in the company's charter. Such a proposal must specify the names of such shareholders, the quantity of shares of each type held by them, number and date of shareholder registration in the company, and matters proposed for inclusion in the meeting agenda.

3. The convener(s) of the Shareholders' Meeting may refuse proposals defined in Clause 2 of this Article in one of the following cases:

a/ Such proposals are not forwarded within the specified time limit or contain incorrect or insufficient information;

b/ The proposed matters are not within the deciding competence of the Shareholders' Meeting;

c/ Other circumstances as provided for in the company's charter.

4. Except otherwise provided in Clause 3 of this Article, the convener(s) of the Shareholders' Meeting shall accept and include proposals mentioned in Clause 2 of this Article in the proposed meeting agenda and contents; the proposals shall be officially added to the meeting agenda and contents if they are approved by the Shareholders' Meeting.

Article 100.- Invitation to meetings of the Shareholders' Meeting

1. The convener(s) of the Shareholders' Meeting shall forward invitations to all shareholders eligible for participation in meetings of the Shareholders' Meeting at least seven working days before the opening date thereof unless such a time limit is provided for in the company's charter. Invitations shall be forwarded to the permanent addresses of shareholders via registered mail.

An invitation shall state the name, address of the head office, number and date of the business registration certificate, place of business registration of the company; name and permanent address of the shareholder or the shareholder's authorized representative, time and venue of the meeting.

2. Such invitations shall be enclosed with the form of authorization of representative for attending the meeting, the voting card, discussion materials as grounds for adoption of decisions, and draft resolutions for each issue included in the meeting agenda.

If the company has a website, meeting invitations and enclosed materials must be posted on the website as well as forwarded to shareholders.

Article 101.- Authorization to participate in meetings of the Shareholders' Meeting

1. A shareholder being an individual or an authorized representative of a shareholder being an organization may directly or authorize in writing another person to participate in a meeting of the Shareholders' Meeting. If a shareholder being an organization does not have an authorized representative as provided for in Clause 3, Article 96 of this Law, it may authorize a person to attend a meeting of the Shareholder's Meeting.

2. The authorization of a representative to attend a meeting of the Shareholders' Meeting shall be made in writing according to a form set by the company and must be signed according to the following provisions:

a/ If the authorizing shareholder is an individual, there must be a signature of that shareholder and a signature of the authorized person;

b/ If the authorizer is the authorized representative of a shareholder being an organization, there must be a signature of the authorized representative, a signature of the representative-at-law of the shareholder and a signature of the person authorized to attend the meeting;

c/ In other cases, there must be a signature of the representative-at-law of the shareholder and the person authorized to attend the meeting.

The person authorized to attend a meeting of the Shareholder's Meeting must submit the authorization document before attending the session.

3. Except for the case mentioned in Clause 4 of this Article, the voting of the personal authorized to attend the meeting within the scope of authorization shall be effective even in the following cases:

a/ The authorizer is dead or his/her civil act capacity is lost or restricted;

b/ The authorizer terminates the authorization.

4. The provisions of Clause 2 of this Article shall not be applicable if the company receives a written notice on one of the cases specified in Clause 2 of this Article within twenty-four hours before the opening of a meeting of the Shareholders' Meeting.

5. Where a shareholder transfers his/her own shares within the duration from the date of completion of the list of shareholders to the opening date of the Shareholders' Meeting session, the transferee shall have the right to participate in such session in place of the transferor with respect to such transferred shares.

Article 102.- Conditions for conducting meetings of the Shareholders' Meeting

1. A meeting of the Shareholders' Meeting shall be conducted where it is attended by a number of shareholders that own at least 65% of the voting shares. The specific ratio shall be provided for in the company's charter.

2. Where the first meeting fails to satisfy the conditions required in Clause 1 of this Article, the second meeting shall be convened within thirty days after the proposed opening date of the first meeting. The second meeting shall be conducted when participating shareholders represent at least 51% of the voting shares. The specific ratio shall be provided for in the company's charter.

3. Where the second meeting fails to satisfy the conditions provided for in Clause 2 of this Article, the third session shall be convened within twenty days after the proposed opening date of the second meeting. In this case, the third meeting of the Shareholders' Meeting shall be held regardless of the number of participating shareholders and the ratio of their voting shares.

4. Only the Shareholders' Meeting may alter the meeting agenda enclosed with the invitations in accordance with the provisions of Article 100 of this Law.

Article 103.- Procedures for conducting meetings of the Shareholders' Meeting and for voting thereat

Unless otherwise provided for in the company's charter, procedures for conducting meetings of the Shareholders' Meeting and for voting thereat shall comply with the following provisions:

1. Before the opening date of a meeting of the Shareholders' Meeting, attendance registration must be undertaken and continued until all eligible participating shareholders are registered. Upon registration, participants shall be provided with voting cards corresponding to the number of issues to be voted in the meeting agenda.

2. The chair, secretary and vote-counting committee of a meeting of the Shareholders' Meeting shall be defined as follows:

a/ The chairman of the Management Board shall chair meetings convened by the Management Board. Where he/she is absent or temporarily lost the ability to work, the remaining members shall elect one of them to be the chair of the meeting. In case none of the members may act as the chair, the highest ranking member of the Management Board shall guide the Shareholders' Meeting to elect a chair of the meeting from participating members and the member who receives the highest number of votes shall chair the meeting;

b/ In other cases, the person who signs the decision to convene a meeting of the Shareholders' Meeting shall guide the Shareholders' Meeting to elect the chair of the meeting and the person who receives the highest number of votes shall chair the meeting;

c/ The chair shall appoint a person to be the secretary in charge of taking the meeting minutes;

d/ The Shareholders' Meeting shall elect a vote counting committee consisting of not more than three persons at the request of the chair.

3. The meeting agenda and contents must be approved by the Shareholders' Meeting in the opening session. The meeting agenda must define details and timing for each of the issues to be discussed.

4. The chair and secretary of the meeting of the Shareholders' Meeting may take measures as necessary in order to chair the meeting in a proper and orderly manner, and in compliance with the approved agenda; or to make the meeting reflect the opinions of the majority of participants.

5. The Shareholders' Meeting shall discuss and vote each of the issues in the meeting agenda. The voting shall be conducted by firstly collecting voting cards that support the resolution, then collecting voting cards that oppose it, and finally counting the supporting voting cards, opposing voting cards, and "blank" ones. The counting results shall be announced by the chair before the meeting is closed.

6. Shareholders or authorized persons who come after the meeting opened shall be entitled to register and vote after registration. The chair must not stop the meeting for the latecomers to register; in this case the effect of votes that have been done shall not be affected.

7. The person who convenes a meeting of the Shareholders' Meeting shall have the following rights:

a/ To ask all participants to go through screening checks or other security measures;

b/ To ask competent agencies to maintain the order of the meeting; expel from the session those who do not comply with the chair's instructions, or intentionally disturb and hinder the smooth progress of the meeting, or refuse to comply with the security checking requirements.

8. The chair may delay a meeting which is attended by a sufficient number of registered participants till another time or change it to another location in the following cases:

a/ There is not enough space for all participants to be conveniently seated;

b/ Some participant commits hindering or disturbing acts which might make the meeting unfair and unlawful.

The delay time shall not exceed three days after the intended date of the meeting.

9. In case the chair delays or temporarily postpones the meeting of the Shareholders' Meeting contrary to the provisions of Clause 8 of this Article, the Shareholders' Meeting shall elect one of participants to be the chair, who shall chair the session until it closes, and the effect of votes at that session shall not be affected.

Article 104.- Adoption of decisions of the Shareholders' Meeting

1. The Shareholders' Meeting shall adopt decisions within its competence by voting during its meetings or by collecting written opinions.

2. Unless otherwise provided for in the company's charter, decisions on the following issues shall be adopted by voting during meetings of the Shareholders' Meeting:

a/ Amendment and supplementation of the company's charter;

b/ Development orientations for the company;

c/ Decision on types of shares and total number of shares of each type which may be offered for sale;

d/ Election, removal from office or dismissal of members of the Management Board or Control Board;

e/ Decision on the investment or sale of assets valued at 50% or more of the total value of the company's assets recorded in the company's latest financial statement, unless a different percentage is provided for in the company's charter;

f/ Approval of annual financial statements;

g/ Re-organization or dissolution of the company.

2. A decision made by the Shareholders' Meeting shall be adopted during a meeting when it satisfies all the following conditions:

a/ It is approved by at least 65% of total votes of all participating shareholders; the specific ratio shall be provided for in the company's charter;

b/ It is approved by at least 75% of total votes of all participating shareholders, for decisions on types of shares and number of shares of each type allowed to be offered for sale; amendments and supplements to the company's charter; reorganization or dissolution of the company; or investment or sale of assets valued at 50% or more of the total value of assets recorded in the company's latest financial statements, unless a different percentage is provided for in the company's charter; the specific ratio shall be provided for in the company's charter;

c/ The voting for electing members of the Management Board or Control Board shall be implemented by accumulatively calculating the votes, thereby each shareholder shall have a total number of voting cards corresponding to the total number of shares he/she owns multiplied by the number of elected members of the Management Board or Control Board, and the shareholders can accumulate their voting cards for one or a number of candidates.

4. Decisions adopted during the Shareholders' Meeting meetings by shareholders and authorized representatives representing 100% of the voting shares shall be lawful and take immediate effect even in cases where the order and procedures for convention, the meeting agenda and the conducting procedures were carried out in contravention of regulations.

5. Where a decision of the Shareholders' Meeting is proposed to be adopted by collecting written opinions, such decision shall be adopted if approved by a number of shareholders who own at least 75% of the total votes; the specific ratio shall be provided for in the company's charter.

6. Decisions adopted by the Shareholders' Meeting must be notified to shareholders eligible to attend meetings of the Shareholders' Meeting within fifteen days as from the date of adoption thereof.

Article 105.- Competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting

Unless otherwise provided for in the company's charter, the competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting shall comply with the following provisions:

1. The Management Board may collect shareholders' written opinions in order to adopt decisions of the Shareholders' Meeting at any time when it deems it necessary for the benefits of the company.

2. The Management Board must prepare opinion cards, draft decisions of the Shareholders' Meeting and explanatory documents for the draft decisions. These shall be sent via registered mail to the permanent address of every shareholder.

3. An opinion card must have the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, place of business registration of the company;

b/ Purpose for collecting opinions;

c/ Full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of the shareholder being an individual; name, permanent address, nationality, number of the establishment decision or business registration certificate of the shareholder being an organization; number of shares of each type and number of votes of the shareholder;

d/ Issues to be commented for the adoption of the decision;

e/ Voting options: "Yes", "No" and "Blank";

f/ The deadline to send the filled-in opinion card to the company;

g/ Full names and signatures of the chairman of the Management Board and the representative-at-law of the company.

4. Filled-in opinion cards must be signed by shareholders being individuals or by the authorized representatives or the representatives-at-law of shareholders being organizations.

Filled-in opinion cards must be put in sealed envelopes and no person shall be allowed to open such envelopes before vote counting. Those filled-in opinion cards that are sent to the company after the deadline specified in the opinion cards or are opened shall be considered invalid.

5. The Management Board shall count the votes and make a vote counting minutes in the presence of the Control Board or shareholders who do not hold managerial titles in the company.

A vote counting minutes must contain the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, and place of business registration ;

b/ Purposes and issues for collecting opinions for the adoption of the decision;

c/ Number of voting shareholders and total number of their votes, in which the numbers of valid and invalid votes shall be specified, attached with a list of voting shareholders;

d/ Total numbers of votes that are "for", "against" or "blank" with respect to each of the issues;

e/ Decisions that are adopted;

f/ Full names and signatures of the chairman of the Management Board, the representative-at-law of the company, and the vote-counting controllers.

Members of the Management Board and vote counting controllers shall be jointly responsible for the truthfulness and accuracy of the vote counting minutes; and jointly liable for any damage caused by decisions which were adopted due to untruthful and inaccurate vote counting results.

6. The vote counting minutes must be sent to all shareholders within fifteen days as from the date of completion of vote counting.

7. All filled-in opinion cards, vote-counting minutes, full texts of the adopted resolutions and relevant documents attached with opinion cards must be preserved at the company's head office.

8. Decisions adopted by collecting written opinions from shareholders shall be as valid as those adopted at the meetings of the Shareholders' Meeting.

Article 106.- Minutes of meetings of the Shareholders' Meeting

1. Any meeting of the Shareholders' Meeting shall be recorded in a minutes that shall be written in Vietnamese and may also be in a foreign language and shall contain the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, place of business registration;

b/ Time and venue of the meeting of the Shareholders' Meeting;

c/ Meeting agenda and contents;

d/ Names of the chair and secretary of the meeting;

e/ Summary of the meeting proceedings and opinions and speeches made during the meeting on each issue in the meeting agenda;

f/ Number of participating shareholders and their total votes, attached with the annex of a list of shareholders and shareholders' authorized representatives registered to participate, with numbers of their respective shares and votes;

g/ Total number of votes with respect to each issue voted; in which the numbers of "for", "against" or "blank" votes are specified, the respective proportion over the total votes of participating shareholders;

h/ Adopted decisions;

i/ Full names and signatures of the chair and secretary.

Minutes written in Vietnamese and a foreign language shall be of equivalent legal validity.

2. The minutes of a meeting of the Shareholders' Meeting must be completed and approved before the meeting closes.

3. The chair and secretary shall be jointly responsible for the truthfulness and accuracy of the minutes.

The minutes of a meeting of the Shareholders' Meeting must be sent to all shareholders within fifteen days after the closing date of the meeting.

The minutes of a meeting of the Shareholders' Meeting attached with the annex of a list of shareholders registered to participate in the meeting, the full texts of the adopted resolutions and other relevant materials attached with the meeting invitations must be preserved in the head office of the company.

Article 107.- Request to cancel decisions of the Shareholders' Meeting

Within ninety days as from the date of receipt of the meeting minutes of the Shareholders' Meeting or the voting result minutes in case of collecting written opinions of shareholders, members of the Management Board or the Control Board, or the director or general director shall be entitled to request the court or arbitration to consider and cancel such decisions in the following cases:

1. The order and procedures for convening the concerned meeting of the Shareholders' Meeting do not comply with the provisions of this Law and the company's charter;

2. The order and procedures for issuing the decision or such decision has some content in violation of law or the company's charter.

Article 108.- The Management Board

1. The Management Board shall act as the management body of the company, be fully authorized on behalf of the company to decide and exercise the rights and perform the obligations of the company which do not fall under the competence of the Shareholders' Meeting.

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

a/ To decide on the development strategy, medium-term development plans and annual business plans of the company;

b/ To propose the types of shares and the total number of shares of each type allowed to be offered;

c/ To decide on the sale offer of new shares within the number of shares of each type allowed to be offered; determine the additional mobilization of capital in other forms;

d/ To set the price of shares offered and bonds issued by the company;

e/To decide on the share buy-backs as provided for in Clause 1, Article 91 of this Law;

f/ To make decisions on investment plans and projects falling under its competence and within the limit provided for by this Law or the company's charter;

g/ To make decisions on market development, marketing and technology solutions; to approve contracts of sale, purchase, borrowing, lending or any other contracts worth 50% or more of the total value of assets recorded in the company's latest financial statement, or a smaller percentage provided for in the company's charter, except contracts and transactions defined in Clause 1 and Clause 3, Article 120 of this Law;

h/ To appoint, remove from office, dismiss, sign or terminate contracts with the director or general director and other key managers of the company as provided for in the company's charter; to decide on salary and other benefits applied to such persons; to appoint its authorized representatives to exercise the ownership right over shares or capital contributions in other companies, to decide on allowances and other benefits to be applied to such persons;

i/ To supervise and direct the director or general director and other managers in managing day-to-­day business activities of the company;

j/ To decide on the organizational structure, management rules within the company; to make decisions on the setting up of subsidiary companies, branches, representative offices and on the contribution of capital to or buying of shares from other enterprises;

k/ To approve the agenda, materials used in sessions of the Shareholders' Meeting, convene sessions of the Shareholders' Meeting or collect written opinions for the adoption of decisions of the Shareholders' Meeting;

l/ To submit annual financial statements to the Shareholders' Meeting;

m/ To propose the amount of dividend to be paid, timing and procedures for payment of dividend or the settlement of losses incurred during the course of business operations;

n/ To propose reorganization, dissolution or bankruptcy of the company;

o/ Other rights and duties as provided for by this Law and the company's charter.

3. The Management Board may opt to have its decisions adopted by voting at its meetings, by collecting written opinions or other ways as provided for in the company's charter. Each member of the Management Board shall have a single vote.

4. When exercising its functions and duties, the Management Board shall have to comply with the provisions of law, the company's charter and decisions of the Shareholders' Meeting. If decisions adopted by the Management Board are in contravention of law or the company's charter, causing losses to the company, the members adopting such decisions shall be jointly responsible for such decisions and compensating the company's losses; members who oppose these decisions shall be exempt from liabilities. In this case, every shareholder who continuously owns shares of the company for at least one year may request the Management Board to suspend the execution of such decision.

Article 109.- Term and number of members of the Management Board

1. Unless otherwise provided for in the company's charter, the Management Board shall consist of at least three members and no more than eleven members. The number of the members of the Management Board who must permanently reside in Vietnam shall be provided for in the company's charter. The term of the Management Board shall be five years. The term of members of the Management Board shall be no more than five years; and members of the Management Board may be re-elected for unlimited number of terms.

2. The Management Board of the expiring term shall continue working until a new Management Board is elected and takes over the management.

3. If a new member is additionally elected or replaces a removed or dismissed member during the term, the term of this new member shall be the remaining term of the Management Board.

4. Members of the Management Board are not necessarily the company's shareholders.

Article 110.- Qualifications and conditions for acting as members of the Management Board.

1. Members of the Management Board must satisfy the following qualifications and conditions:

a/ Having full civil act capacity and are not prohibited from managing an enterprise as provided for by this Law;

b/ Being individual shareholders who own at least 5% of total ordinary shares of the company or others possessing expertise and experience in business management or in major business line(s) of the company, or satisfy other criteria and conditions as provided for in the company's charter.

2. For subsidiary companies of which the State holds shares accounting for more than 50% of the charter capital, members of their Management Board must not be related persons of managers of and persons who have competence to appoint managers of their parent company.

Article 111.- Chairman of the Management Board

1. The Shareholders' Meeting or the Management Board shall elect the chairman of the Management Board as provided for in the company's charter. In case the Management Board elects its chairman, the Management Board shall elect one among its members as the chairman. The chairman of the Management Board may hold at the same time the post of director or general director, unless otherwise provided for in the company's charter.

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

a/ To develop working programs and plans for the Management Board;

b/ To prepare or organize the preparation of the agenda, contents and materials for meetings of the Management Board, convene and chair such meetings;

c/ To arrange for the adoption of decisions by the Management Board;

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

e/ To chair sessions of the Shareholders' Meeting;

f/ Other rights and duties as provided for by this Law and the company's charter.

3. Where the chairman of the Management Board is absent, another member shall be authorized by the chairman of the Management Board to exercise the rights and duties of the chairman according to the principles established in the company's charter. In cases where no member is so authorized or the chairman of the Management Board is incapable of working, other members shall elect by majority vote one among themselves to hold the temporary chairmanship of the Management Board.

Article 112.- Meetings of the Management Board

1. If the Management Board elects the chairman, the first meeting of the term of the Management Board to elect the chairman and adopt other decisions under its competence shall be conducted within seven working days after the end of the election of the Management Board for such term. This meeting shall be convened by the member with the highest number of votes. If more than one member have equal and highest numbers of votes, the voting members shall elect by majority vote one of them to convene the meeting of the Management Board.

2. The Management Board may hold regular or irregular meetings. The Management Board may meet at the head office of the company or elsewhere.

3. Regular meetings of the Management Board shall be convened by the chairman at any time necessary, however, at least once every quarter.

4. The chairman of the Management Board shall convene a meeting of the Management Board if there is a request of:

a/ The Control Board;

b/ The director or general director or at least five other managers;

c/ At least two members of the Management Board;

d/ Other cases as provided for in the company's charter.

The request must be made in writing, clearly stating the objectives, issues to be discussed and decided under the competence of the Management Board.

5. The chairman shall convene a meeting of the Management Board within fifteen days as from the date of receipt of the request. If the chairman fails to do so, he/she shall be responsible for losses incurred by the company; requesters may in replacement of the Management Board, convene a meeting of the Management Board.

6. Unless otherwise provided for in the company's charter, the chairman of the Management Board or the person who convenes a meeting of the Management Board must send invitations at least five working days before the meeting date. Such invitation must specify the meeting time and venue, agenda, issues to be discussed and decided. Relevant materials to be used in the meeting and voting cards shall be attached to the invitations.

Invitations may be sent by post, fax, email or other means, however, they shall be ensured to reach the address of each member of the Management Board registered in the company.

7. The chairman of the Management Board or the person who convenes a meeting must forward invitations and relevant materials to members of the Control Board and the director or general director as to members of the Management Board.

Members of the Control Board, the director or general director, who are not members of the Management Board may participate in all meetings of the Management Board, have the right to discuss but not the right to vote.

8. A meeting of the Management Board shall be conducted if it is attended by three-quarters or more of the total number of its members.

Members who do not directly attend a meeting may vote in writing. Voting cards must be put in sealed envelopes and sent to the chairman of the Management Board at least one hour before the opening of the meeting. They may only be opened in front of all participants in the meeting.

A decision of the Management Board shall be adopted if it is so approved by a majority of the participating members; where the numbers of votes for and against are equal, decision of the chairman shall be the final one.

9. Members must participate in all meetings of the Management Board. Members may authorize other persons to participate meetings of the Management Board, if it is so approved by a majority of members of the Management Board.

Article 113.- Minutes of meetings of the Management Board

1. All meetings of the Management Board must be recorded in the minutes book. Minutes shall be in Vietnamese and possibly in a foreign language and shall have the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, place of business registration;

b/ Objectives, agenda and contents of meetings;

c/ Time and venue of meetings;

d/ Full name of each participant or of the authorized person, full names of absent members and reasons for absence;

e/ Issues discussed and voted during meetings;

f/ Summary of opinions by each participant in the order of the meeting proceedings;

g/ The voting result, clearly stating members who vote for, against and express no idea;

h/ Adopted decisions;

i/ Full names and signatures of all participating members or authorized participants.

The chair and secretary of a meeting of the Management Board shall be liable for the truthfulness and accuracy of the minutes of the meeting.

2. Minutes of the Management Board meetings and materials used during such meetings shall be kept in the head office of the company.

3. Minutes in Vietnamese and foreign language shall be of equivalent legal validity.

Article 114.- The right of members of the Management Board to be supplied with information

1. Members of the Management Board shall be entitled to request the director or general director, the deputy director or deputy general director, and managers of different units of the company to provide information and documents related to the financial situation and business operations of the company and various units in the company.

2. A manager so requested must provide adequate and accurate information, materials in a timely manner as requested by members of the Management Board.

Article 115.- Removal, dismissal and supplementation of members of the Management Board

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

a/ No longer meeting criteria and conditions as provided for in Article 110 of this Law;

b/ Failing to participate in meetings of the Management Board for six consecutive months, except for force majeure circumstances;

c/ Having a letter of resignation;

d/ Other cases as provided in the company's charter.

2. Apart from the cases provided for in Clause 1 of this Article, a member of the Management Board may be removed at any time by a decision of the Shareholders' Meeting.

3. Where the number of members of the Management Board is reduced by more than one-third of the number as provided for in the company's charter, the Management Board shall convene a session of the Shareholders' Meeting within sixty days as from the date on which the number of members is reduced by more than one-third in order to supplement new members.

In other cases, the first coming meeting of the Shareholders' Meeting shall elect new members to replace dismissed or removed members of the Management Board.

Article 116.- Director or general director

1. The Management Board shall appoint one among its members or hire another person to act as the director or general director. The director or general director shall act as the representative-at-law of the company unless the company's charter provides that the chairman of the Management Board shall so act.

2. The director or general director shall manage day-to-day business operations of the company under the supervision of the Management Board and be answerable to the Management Board for his/her performance of assigned rights and duties.

The term of the director or general director shall not exceed five years and may be renewed for unlimited number.

The qualifications and conditions of the director or general director shall be as provided for in Article 57 of this Law.

The director or general director of the company cannot be concurrently the director or general director of another enterprise.

3. The director or general director shall have the following rights and duties:

a/ To decide on matters related to day-to-day business operations of the company, which do not require decisions of the Management Board;

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

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

d/ To propose the organizational structure plan and the internal management regulations of the company;

e/ To appoint, remove or dismiss managers in the company, except those who are under the competence of the Management Board;

f/ To decide on salaries and allowances (if any) for employees of the company, including those managers whose appointment falls under the competence of the director or general director;

g/ To recruit laborers;

h/ To propose plans to pay dividends or deal with business losses;

i/ Other rights and duties as provided for by this Law, the company's charter and decisions of the Management Board.

4. The director or general director must manage day-to-day business operations of the company in accordance with the provisions of law, the company's charter, the labor contract signed with the company and decisions of the Management Board. If the management violates these regulations causing damage to the company, the director or general director shall be responsible before law and pay compensation for such damage.

Article 117.- Remuneration, salary and other benefits of members of the Management Board, director or general director

1. The company shall be entitled to pay the remuneration, salaries of the members of the Management Board, director or general director and other managers according to the results and profits of the business.

2. Unless otherwise provided for in the company's charter, the remuneration, salaries, and other benefits of the members of the Management Board, director or general director shall be paid according to the following regulations:

a/ Members of the Management Board shall receive remuneration and bonuses. The remuneration is calculated based on the number of working days needed to complete the tasks of members of the Management Board and the daily remuneration. The Management Board estimates the remuneration for each member on the principle of consensus. The total remuneration of the Management Board shall be determined by the Shareholders' Meeting in its annual meetings;

b/ Members of the Management Board can be reimbursed all expenses such as meals and accommodation, travel expenses and other reasonable expenses that they have paid to fulfill their assigned tasks;

c/ The director or general director shall receive salary and bonuses. The salary of the director or general director shall be determined by the Management Board.

3. Remuneration of the Management Board members and salaries of the director or general director or other managers of the company shall be accounted as business expenses of the company according to the provisions of law on enterprise income tax and must be presented in a separate section of the company's annual financial statements and reported to the Shareholders' Meeting at its annual meetings.

Article 118.- Disclosure of related benefits

1. Members of the Management Board, the director or general director and other managers of the company must declare all their related benefits with the company, including:

a/ Name, head office address, business lines, number and date of grant of the business registration certificate, place of business registration of the enterprise in which they have capital contribution or shares; proportion and time of holding such capital contribution or shares;

b/ Name, head office address, business lines, number and date of grant of the business registration certificate, place of business registration of the enterprise in which their related people individually or jointly hold capital contribution or shares greater than 35% of the charter capital.

2. Declarations mentioned in Clause 1 of this Article shall be made within seven working days as from the date of arising of related benefits; all changes and supplements, if any, must be declared with the company within seven working days as from the date of making of such changes or Supplements.

3. Declarations mentioned in Clauses 1 and 2 Of this Article must be informed to the Shareholders' Meeting during its annual meetings and shall be posted or kept at the head office of the company. All shareholders, authorized representatives of shareholders, members of the Management Board and the Control Board, the director or general director shall have right to review the content of any declaration at any time if necessary.

4. Members of the Management Board, the director or general director who, on their personal behalf or on behalf of others, do any work in any form within the scope of the business operations of the company shall have to explain the nature and contents of such work to the Management Board and the Control Board and can only do this work with the approval of the majority of the remaining members of the Management Board. If such work is performed without declaration to or approval of the Management Board, all incomes generating there from shall belong to the company.

Article 119.- Obligations of managers

1. The Management Board members, the director or general director and any other managers of a company shall have the following obligations:

a/ To exercise rights and perform duties assigned in accordance with the provisions of this Law, other relevant laws, the company's charter and decisions of the Shareholders' Meeting;

b/ To exercise assigned rights and duties in an honest, careful and optimal manner to ensure the maximum legitimate interests of the company and its shareholders;

c/ To be loyal to the company's benefits and shareholders; not to use business information, know-how and opportunities; not to abuse their position, power and use the company's assets for benefits of his/her own or of any other organizations or individuals;

d/ To inform promptly, sufficiently and exactly the company of enterprises owned by themselves or their related persons or enterprises in which they or their related persons have capital contributions or controlling shares. This notice shall be posted at the head office and branches of the company.

2. Apart from the obligations defined in Clause 1 of this Article, the Management Board or the director or general director shall not be allowed to increase salaries and pay bonuses when the company fails to pay off due debts.

3. Other obligations as provided for by this Law and the company's charter.

Article 120.- Contracts, transactions subject to approval by the Management Board or the Shareholders' Meeting

1. Contracts and transactions between the company and the following entities must be approved by the Shareholders' Meeting or the Management Board:

a/ Shareholders, authorized representatives of shareholders that own more than 35% of total ordinary shares of the company and their related persons;

b/ Members of the Management Board, the director or general director;

c/ Enterprises specified at Point a and Point b, Clause 1, Article 118 of this Law and other related persons of the members of the Management Board, the director or general director.

2. Contracts and transactions valued at under 50% of the total value of the company's assets in the latest financial statement or another smaller percentage as provided for in the company's charter shall be approved by the Management Board. In this case, the representative-at-law of the company shall send draft contracts or inform the principal contents of the intended transactions to all members of the Management Board or post them at the head office and branches of the company. The Management Board shall decide on approval of such contracts or transactions within fifteen days as from the date of posting. Members, who have benefits related to such contracts or transactions shall not have right to vote.

3. Other contracts and transactions except those mentioned in Clause 2 of this Article shall be approved by the Shareholders' Meeting. The Management Board shall submit draft contracts or explain the principal contents of the intended transactions at meetings of the Shareholders' Meeting or to collect written opinions of shareholders. In this case, shareholders related to such contracts or transactions shall not have the right to vote and the contracts or transactions shall be approved when shareholders representing 65% of total votes approve.

4. If contracts are signed or transactions are conducted without the approval as provided for in Clause 2 and Clause 3 of this Article, such contracts or transactions shall be invalid and handled according to the provisions of law. The representative-at-law of the company, shareholders, members of the Management Board or the director or general director related to such contracts or transactions shall have to compensate for any incurred losses and return to the company all benefits from the performance of such contracts or transactions.

Article 121.- The Control Board

1. Unless otherwise provided for in the company's charter, the Control Board consist of three to five members; the term of the Control Board shall be no more than five years; and the members of the Control Board may be re-elected with unlimited number of terms.

2. Members of the Control Board shall elect one of them to be the head of the Control Board. Rights and obligations of the head of the Control Board shall be defined in the company's charter. More than half of the members of the Control Board must permanently reside in Vietnam, and at least one member is an accountant or auditor.

3. At the end of the term and if the Control Board of a new term has not been elected, the former Control Board shall continue exercising rights and performing tasks until the new Control Board is elected and takes over its tasks.

Article 122.- Criteria and conditions for members of the Control Board

1. Members of the Control Board must satisfy the following criteria and conditions:

a/ Being 21 years old or older, having full civil act capacity and not being prohibited from establishing and managing an enterprise as provided for by this Law;

b/ Not being wives or husbands, fathers, adoptive fathers, mothers, adoptive mothers, children, adopted children and blood siblings of the members of the Management Board, the director or general director and other managers of the company.

2. Members of the Control Board shall not hold any managerial position in the company. Members of the Control Board are not necessarily shareholders or employees of the company.

Article 123.- Rights and duties of the Control Board

1. To supervise the management and direction of the company by the Management Board and the director or general director; to be responsible to the Shareholders' Meeting for the performance of its assigned tasks.

2. To verify the reasonability, legality, truthfulness and carefulness of business management and direction, accounting and statistical work, and making of financial statements.

3. To verify business reports, annual and biannual financial statements of the company, and evaluation reports on the company's management of the Management Board.

To submit to the regular meetings of the Shareholders' Meeting the appraisal reports on annual financial statements and business reports of the company and the evaluation reports on the management of the Management Board.

4. To check accounting books and other materials of the company and the management and direction of the company's activities at any time if necessary or under a decision of the Shareholders' Meeting or at the request of individual shareholders or group of shareholders in accordance with the provisions of Clause 2, Article 79 of this Law.

5. If there is a request from individual shareholders or a group of shareholders provided for in Clause 2, Article 79 of this Law, the Control Board shall investigate within seven working days from the date of receipt thereof. Within seven working days from the date of completion of the investigation, the Control Board shall make an explanation report on investigated issues and send it to the Management Board, the requesting shareholder or group of shareholders.

The investigation by the Control Board provided for in this Clause must neither obstruct the normal operations of the Management Board nor disrupt the management of business operations of the company.

6. To propose to the Management Board or the Shareholders' Meeting measures to adjust and improve organizational and business management structures of the company.

7. When members of the Management Board, the director or general director are discovered to have violated the obligations of company managers provided for in Article 119 of this Law, to promptly send a written notice to the Management Board requesting the termination of such violations and the remedy of consequences.

8. To exercise other rights and perform other duties in accordance with the provisions of this Law, the company's charter and decisions of the Shareholders' Meeting.

9. The Control Board may use independent consultants to perform assigned duties.

The Control Board may consult the Management Board before submitting reports, conclusions and recommendations to the Shareholders' Meeting.

Article 124.- Right of the Control Board to be provided with information

1. Meeting invitations or opinion cards of members of the Management Board and other relevant materials enclosed thereto shall be sent to members of the Control Board at the same time and in the same way as to members of the Management Board.

2. Reports made by the director or general director and submitted to the Management Board and other relevant materials issued by the company shall be sent to members of the Control Board at the same time and in the same way as applied to members of the Management Board.

3. Members of the Control Board shall have the right to get access to all files and documents of the company which are kept at the head office, branches of the company and other locations and shall have the right to come to all locations where managers and employees of the company work.

4. The Management Board and its members, the director or general director and other managers must provide fully and in time information and documents on management work and business operations of the company at the request of the Control Board.

Article 125.- Remuneration and other benefits for members of the Control Board

Unless otherwise provided for in the company's charter, remuneration and other benefits for members of the Control Board shall be paid according to the following provisions:

1. Members of the Control Board shall receive remuneration based the work done and other benefits as decided by the Shareholders' Meeting. The Shareholders' Meeting shall decide on the total remuneration and the annual operation budget for the Control Board based on the estimated number of working days, volume and nature of work and the average daily remuneration of members.

2. Members of the Control Board shall be paid for meals, accommodation, travel expenses and fees for hiring independent consultancy services at a reasonable level. The total remuneration and expenses shall not exceed the total annual budget for operations of the Control Board approved by the Shareholders' Meeting, unless otherwise decided by the Shareholders' Meeting.

3. Remuneration and operations expenses of the Control Board shall be accounted as business expenses of the company according to the provisions of law on enterprise income tax and other relevant laws, and shall be presented in a separate section of the company's annual financial statement.

Article 126.- Obligations of members of the Control Board

1. To comply with the laws, the company's charter, decisions of the Shareholders' Meeting and professional ethics in exercising assigned rights and tasks.

2. To exercise assigned rights and duties in an honest, careful and optimal manner in order to ensure the maximum legitimate benefits of the company and its shareholders.

3. To be loyal to the benefits of the company and shareholders; not to use business information, know-how and opportunities of the company; not to abuse their position and power and use the company's assets for their own benefits or for benefits of other organizations or individuals.

4. Other obligations as provided for by this Law and the company's charter.

5. If violating obligations defined in Clauses 1, 2, 3 and 4 of this Article causing losses to the company or others, the members of the Control Board shall be individually or jointly responsible for compensating such losses.

Every income and other benefits gained directly or indirectly by members of the Control Board from violating the obligation specified in Clause 3 of this Article shall belong to the company.

6. In cases where the violation of members of the Control Board in the exercise of assigned rights and tasks is discovered, the Management Board shall notify such in writing to the Control Board, requiring the violators to stop their violation and remedy consequences.

Article 127.- Removal and dismissal of members of the Control Board

1. Members of the Control Board may be removed or dismissed in following cases:

a/ No longer satisfying the criteria and conditions required for members of the Control Board as provided for in Article 122 of this Law;

b/ Failing to exercise their rights and tasks for six consecutive months, except force majeure circumstances;

c/ Submitting a letter of resignation;

d/ Other cases as provided for in the company's charter.

2. Apart from the cases specified in Clause 1 of this Article, members of the Control Board may be dismissed at any time as decided by the Shareholders' Meeting.

3. If the Control Board seriously violates its obligations, which probably cause losses to the company, the Management Board shall convene the Shareholders' Meeting to consider and dismiss the existing Control Board and elect a replacing one.

Article 128.- Submission of annual statements and reports

1. By the end of a fiscal year, the Management Board shall prepare the following reports and materials:

a/ Report on the business operation of the company;

b/ Financial statements;

c/ Evaluation report on the management and direction of the company;

2. Annual financial statements of a joint-stock company, if required by law to be audited, must be audited before they are submitted to the Shareholders' Meeting for consideration and approval.

3. Unless otherwise provided for in the company's charter, reports and documents provided for in Clause 1 of this Article must be sent to the Control Board at least thirty days before the opening of the regular meetings of the Shareholders' Meeting.

4. Unless otherwise provided for in the company's charter, reports and documents prepared by the Management Board together with the appraisal reports of the Control Board and the auditing reports must be available at the head office of the company and its branches at least seven working days before the opening of the regular meetings of the Shareholders' Meeting.

All shareholders who hold shares of the company for at least one year shall have the right to review the reports and statements mentioned in this Article at a appropriate time by themselves or with their lawyers, or certified auditors or accountants.

Article 129.- Disclosure of information on joint-stock companies

1. Joint-stock companies shall forward their annual financial statements already approved by the Shareholders' Meeting to competent state agencies according to the provisions of law on accounting and other relevant laws.

2. A brief of the annual financial statement shall be notified to all shareholders.

3. All individuals or organizations shall be entitled to have access to or make copies of the annual financial statements of a joint-stock company at the competent business registration office.

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