Set up a joint stock company in Vietnam

Set up a joint stock company in Vietnam

DMS Law firm in Vietnam! Lawyers in Vietnam advise on setting up a joint stock company in Vietnam in according to Law on Enterprises No 68/2014/QH13 dated November 26, 2014, with the following contents: 

Joint-stock companies

1. A joint-stock company is a enterprise of which:

a) Charter capital is split into multiple units of equal value called shares;

b) Shareholders may be organizations and individuals; the minimum quantity of shareholders is 03; the maximum quantity is not restricted.

c) Shareholders are only liable for the enterprise’s debts and other liabilities up to the value of capital contributed to the enterprise;

d) Shareholders are entitled to transfer their shares to other persons, except for the cases in Clause 3 Article 119 and Clause 1 Article 126 of this Law.

2. A joint-stock company has its legal status from the issuance date of the Certificate of Business registration.

3. Joint-stock companies are entitled to issue various types of shares to raise capital.

Capital of joint-stock companies

1. Charter capital of a joint-stock company is to total face value of sold shares. Charter capital of a joint-stock company on the business registration date is total face value of registered shares of various types. Charter capital is specified in the company’s charter.

2. Sold shares are the amount of authorized shares that have been paid-off by shareholders to the company. On the enterprise registration date, sold shares are the total amount of registered shares.

3. Authorized shares are the total amount of shares of various types that the General Meeting of Shareholders decides to offer to raise capital. The amount of authorized shares on the business registration date is the total amount of shares of various types that will be sold by the company to raise capital, including registered shares and unregistered shares.

4. Unsold shares are authorized shares that have not been paid-off. On the enterprise registration date, unsold shares are the total amount of shares that are not registered by shareholders.

5. The company may changes its charter capital in the following cases:

a) According to a decision of the General Meeting of Shareholders, the company returns part of the stakes to shareholders in proportion to their holding, provided that the company has continued its business operation for more than 02 years from the business registration date, and that all debts and liabilities can be paid after the return;

b) The company repurchases issued shares as prescribed in Article 129 and Article 130 of this Law;

c) Charter capital is not contributed fully and punctually by members as prescribed in Article 112 of this Law.

Payment for shares registered upon business registration

1. Shareholders shall fully pay for the registered shares within 90 days from the issuance date of the Certificate of Business registration, unless a shorter time limit is prescribed by the company’s charter or the share registration contract. The Board of Directors shall supervise and urge shareholders to pay for the registered shares fully and punctually.

2. Within the period from the issuance date of the Certificate of Business registration to the deadline for fully paying for registered shares prescribed in Clause 1 of this Article, the number of votes shall be the number of ordinary registered shares, unless otherwise prescribed by the company’s charter.

3. If a shareholder fails to pay or fails to pay completely for the ordered shares, the following regulations shall apply:

a) The shareholders that fails to pay for the registered shares is obviously no longer a shareholder of the company and must not transfer the call option to another person;

b) The shareholder that pays for part of the registered shares shall have the right to vote, receive dividends, and other rights corresponding to the paid shares; must not transfer the call option of the unpaid shares to another person;

c) The unpaid shares shall be considered unsold shares, which may be offered by the Board of Directors;

d) The company shall register an adjustment to charter capital to the total face value of shares paid fully and change of founding shareholders within 30 days from the deadline for paying for registered shares mentioned in Clause 1 of this Article.

4. The shareholder that fails to pay or fails to pay completely for the registered shares shall have responsibility for financial obligations of the company which are incurred during the period mentioned in Clause 1 of this Article. Nevertheless, the responsibility shall be proportional to the total face value of such registered shares. Members of the Board of Directors, the legal representative shall take joint responsibility for damage caused by the failure to adhere to Clause 1 and Point d Clause 3 of this Article.

Types of shares

1. A joint-stock company must have ordinary shares. Holders of ordinary shares are ordinary shareholders.

2. Apart from ordinary shares, a joint-stock company may have preferred shares. Holders of preferred shares are called preferred shareholders. Preferred shares include:

a) Voting preference shares;

b) Shares with preferred dividends;

c) Redeemable preferred shares;

d) Other preferred shares defined by the company’s charter.

3. Only organizations authorized by the government and founding shareholders may hold voting preference shares. The voting preference of founding shareholders is only effective for 03 years from the issuance date of the Certificate of Business registration. After this period, voting preference shares of founding shareholders shall be converted into ordinary shares.

4. The persons entitled to buy shares with preferred dividends, redeemable preferred shares, and other preferred shares shall be prescribed by the company’s charter or the General Meeting of Shareholders.

5. Each share of the same types provides its holder with equal rights, obligations, and interests.

6. Ordinary shares cannot be converted into preferred shares. Preferred shares may be converted into ordinary shares under the Resolution of the General Meeting of Shareholders.

Rights of ordinary shareholders

1. Every ordinary shareholder is entitled to:

a) Attend and give opinions at the General Meetings of Shareholders; exercise the right to vote directly or via an authorized representative or in another form permitted by law or the company’s charter. Each ordinary share has a vote;

b) Receive dividends at a rate decided by the General Meeting of Shareholders;

c) Has the preemptive right when buying newly-offered shares in proportion to his/her ordinary shares;

d) Transfer his/her shares to other persons, except for the cases in Clause 3 Article 119 and Clause 1 Article 126 of this Law;

dd) Examine and collect information from the List of shareholders having voting right; request adjustments to incorrect information;

e) Examine, copy the company’s charter, minutes of General Meeting of Shareholders, and Resolutions of the General Meeting of Shareholders;

g) Receive a proportion of remaining asset which is proportional to his/her holdings when the company is dissolved or bankrupt.

2. Any shareholder or group of shareholders that holds at least 10% of ordinary shares for at least 06 consecutive months (or a smaller amount prescribed by the company’s charter) shall have the right to:

a) Nominate candidates for the Board of Directors and the Control Board;

b) Examine, copy minutes of meetings and Resolutions of the Board of Directors, mid-year and annual financial statement using the forms of Vietnam’s Accounting System, and reports of the Control Board;

c) Request convention of the General Meeting of Shareholders in the cases mentioned in Clause 3 of this Article;

d) Request the Control Board to inspect each issue related to the company’s administration where necessary. The request shall be made in writing, bear the full name, address, Nationality, ID/passport number if the shareholder is an individual; name, permanent residence, nationality, establishment decision number or business registration number if the shareholder is an organization; the holding and time of shares registration of each shareholder; total shares of the group of shareholders and the proportion of shares to the company’s total shares; the issues that need inspecting, and inspection purposes;

dd) Exercise other rights prescribed in this Law and the company’s charter.

3. The shareholder or group of shareholders mentioned in Clause 2 of this Article is entitled to request the convention of the General Meeting of Shareholders in the following cases:

a) The Board of Directors commits serious violations against the rights of share holders, obligations of managers, or make decisions ultra vires;

b) The term of office of the current the Board of Directors has exceeded 06 months and a new the Board of Directors is not elected;

c) Other cases prescribed by the company’s charter.

The request for convention of the General Meeting of Shareholders shall be made in writing, bear the full name, address, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, and headquarter address if the shareholder is an organization; the holding and time of shares registration of each shareholder; total shares of the whole group of shareholders and the proportion of shares to the company’s total shares; the basis and reason for requesting the convention of the General Meeting of Shareholders. The request must be enclosed with documents and evidence of violations committed by the Board of Directors, seriousness of the violations, or the decisions made ultra vires.

4. Unless otherwise prescribed by the company’s charter, nomination of candidates for the Board of Directors and the Control Board as prescribed in Point a Clause 2 of this Article shall be carried out as follows:

a) Ordinary shareholders shall form a group to nominate candidates to the Board of Directors and the Control Board shall notify the meetings of groups of attending shareholders before the opening of the General Meeting of Shareholders;

b) According to the number of Members of the Board of Directors and the Control Board, the shareholder or group of shareholders mentioned in Clause 2 of this Article shall nominate one or some candidates for the Board of Directors and the Control Board under a decision of the General Meeting of Shareholders. In case the number of candidates nominated is smaller than the maximum number of candidates they may nominate according to a decision of the General Meeting of Shareholders, other candidates shall be nominated by the Board of Directors, the Control Board, and other shareholders.

5. Exercise other rights prescribed in this Law and the company’s charter.

Rights of ordinary shareholders

1. Pay for the ordered shares fully and punctually.

Do not withdraw capital contributed by ordinary shares in any shape or form, unless such shares are repurchased by the company or other persons. In case a shareholder withdraws part of or all of the share capital contributed against this Clause, such shareholder and people with related interests in the company are jointly responsible for the debts and other liabilities of the company up to the value of withdrawn shares and the damage caused.

2. Comply with the company’s charter, rules and regulations.

3. Comply with Resolutions of the General Meeting of Shareholders and the Board of Directors.

4. Fulfill other obligations prescribed in this Law and the company’s charter.

Voting preference shares and rights of holders thereof

1. Voting preference shares are the shares with more votes than ordinary shares; the number of votes of a voting preference share shall be prescribed by the company’s charter.

2. Holders of voting preference shares has the rights to:

a) Vote on the issues within the competence of the General Meeting of Shareholders with the number of votes prescribed in Clause 1 of this Article;

b) Exercise other rights of ordinary shareholders, except for the case in Clause 3 of this Article.

3. Holders of voting preference shares must not transfer such shares to other persons.

Shares with preferred dividends and rights of holders thereof

1. Shares with preferred dividends are shares that pay higher dividends than dividends of ordinary shares, or that pay a fixed amount of annual dividends. Annual distributed dividends include fixed dividend and bonus dividends; fixed dividend does not depend on the company’s business outcome. The level of fixed dividend and method for determination of bonus dividends shall be written on the certificates of shares with preferred dividends.

2. Holders of shares with preferred dividends has the rights to:

a) Receive dividends as prescribed in Clause 1 of this Article;

b) Receive a proportion of remaining assets corresponding to their holding upon the company’s dissolution or bankruptcy after the company has paid all debts and redeemable preferred shares;

c) Exercise other rights of ordinary shareholders, except for the case in Clause 3 of this Article.

3. Holders of shares with preferred dividends do not have the voting right, attend the General Meeting of Shareholders, nominate candidates for the Board of Directors and the Control Board.

Redeemable preferred shares and rights of holders thereof

1. Redeemable preferred shares are shares that will be redeemed by the company at the request of their holders or under the conditions written thereon.

2. Holders of redeemable preferred shares have the same rights as ordinary shareholders, except for the case in Clause 3 of this Article.

3. Holders of redeemable preferred shares do not have the voting right, attend the General Meeting of Shareholders, nominate candidates for the Board of Directors and the Control Board.

Ordinary shares of founding shareholders

1. A new joint-stock company must have at least 03 founding shareholders; a joint-stock company converted from a state-owned company or limited liability company, or derived from a division, split, amalgamation, merger of another joint-stock company is not required to have founding shareholders.

If there are no founding shareholders, the company’s charter enclosed with the application for enterprise registration must bear the signature of the legal representative or ordinary shareholders of such company.

2. Founding shareholders must register at least 20% of total authorized ordinary shares on upon business registration.

3. Within 03 years from the issuance date of the Certificate of Business registration, founding shareholders may transfer their shares to other founding shareholders; they may transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have the right to vote on the transfer of such shares.

4. Restrictions to ordinary shares of founding shareholders shall be lifted after 03 years from the issuance date of the Certificate of Business registration. These restrictions shall not apply to the shares that founding shareholders obtain after business registration and the shares transferred by founding shareholders to people other than founding shareholders of the company.

Share certificates

1. Share certificates are certificates issued by a joint-stock company, book entries, or electronic data which certify ownership of one or an amount of shares of the company. A share certificate must contain the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Amount and type of shares;

c) Face value of each share and total face value of shares written on the share certificate;

d) Full name, address, Nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and headquarter address if the shareholder is an organization;

dd) Summary of procedures for Share transfer;

e) Signature of the legal representative and the company’s seal (if any);

g) Registration number in the shareholder register and share issuance date;

h) Preferred share certificates shall contain other information prescribed in Articles 116, 117 and 118 of this Law.

2. If there is a mistake in the contents and format of the share certificates issued by the company, the rights and interests of their holders shall not be affected. The legal representative of the company shall take responsibility for the damage caused by such mistakes.

3. In case a share certificate is lost, damaged, or otherwise destroyed, the shareholder shall be reissued with another share certificate at the shareholder's request.

The request must contain the following information:

a) The share certificate that is lost, damaged, or otherwise destroyed. In case the share certificate is lost, the shareholder must make a commitment that a thorough search for it has been carried out and it will be returned to the company for destruction purpose if it is ever found.

b) Assumption of responsibility for disputes over issuance of the new share certificate.

With regard to any share the total face value of which is over VND 10 million, before receiving the request for issuance of a new share certificate, company’s legal representative may request the holder to post a notification of the share certificate that is lost, damaged, or otherwise destroyed, then request the company to issue a new share certificate after 15 days from the day on which the notification is posted.

Shareholder register

1. Every joint-stock company shall make and keep the shareholder register from the issuance date of the Certificate of Business registration. The shareholder register may be paper documents, electronic data, or both.

2. The shareholder register must contain the following information:

a) Name, headquarter address of the company;

b) Total number of authorized shares, types of authorized shares, and number of each type of authorized shares;

c) Total sold shares of each type and value of contributed share capital;

d) Full name, permanent residence, Nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and the headquarter address if the shareholder is an organization;

dd) Amount of each type of shares held by each shareholder; date of shares registration.

3. Shareholder register shall be kept at the company’s headquarter or Vietnam Securities Depository; shareholders are entitled to inspect, examine, or copy contents of the shareholder register during working hours of the company or Vietnam Securities Depository.

4. Any shareholder that changes his/her permanent residence must promptly notify the company to update the shareholder register. The company is not responsible if the shareholder cannot be contacted because of failure to notify the change of his/her address.

Share offering

1. Share offering means the company’s increase of the amount of authorized shares and selling such shares during the company’s operation to increase charter capital.

2. Share offering may be carried out in the following forms:

a) Offering of shares to existing shareholders;

b) Public offering of shares;

c) Private placement of shares.

3. Regulations of law on securities shall apply to public offering of shares, offering of shares of listed companies and public companies.

4. The company shall register change to charter capital within 10 days from completion of the share offering.

Private placement of shares

The private placement shares of a joint-stock company other than a public joint-stock company shall be carried out as follows:

1. Within 05 days from the date of issuance of the decision on private placement, the company shall send a notification of the private placement to the business registration authority. The notification shall be enclosed with the following documents:

a) The Resolution of the General Meeting of Shareholders on private placement;

b) The private placement plan ratified by the General Meeting of Shareholders (if any);

2. The notification of private placement shall contain the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Intended total amount of shares to be offered; types of shares to be offered, and amount of each type;

c) Time and method of offering;

d) Full name and signature of the company’s legal representative;

3. The company may offer shares if no objection is made by the business registration authority after 05 working days from the day on which the notification is sent.

4. The company shall register change to charter capital to the business registration authority within 10 days from completion of the share offering.

Offering of shares to existing shareholders

1. Offering of shares to existing shareholders means the company’s increase of the amount of authorized shares and selling all of such shares to all shareholders according to their shares of the company.

2. The offering of shares to existing shareholders of a joint-stock company other than a public joint-stock company shall be carried out as follows:

a) The company shall send written notifications to shareholders’ permanent residences or mailing addresses by registered mails according to the shareholder register at least 15 days before the deadline for registering to buy shares;

b) The notification shall contain the full name, address, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, headquarter address if the shareholder is an organization; the shares and holding in the company; total amount of shares to be offered, amount of shares may be purchased by shareholders; offer prices; deadline for registration; full name and signature of the company’s legal representative. The notification of be enclosed with the registration form issued by the company. If the registration form is not sent to the company by the notified deadline, the shareholder shall no longer have the preemptive right to buy shares;

c) Shareholders are entitled to transfer their preemptive right to buy shares to other people.

3. In case the amount of offered shares are not completely registered by shareholders and recipients the preemptive right to buy shares, the Board of Directors is entitled to sell the remaining authorized shares to shareholders of the company or other people in a reasonable manner and conditions that are not more convenient than the conditions offered to shareholders, unless otherwise accepted by the General Meeting of Shareholders or shares are sold via a Stock Exchange.

4. Shares are considered sold when they are fully paid and information about the buyer mentioned in Clause 2 Article 121 of this Law are fully written in the shareholder register; from then on, the share buyer shall be come a shareholder of the company.

5. After shares are fully paid, the company shall issue and give share certificates to the buyer. The company may sell shares without giving share certificates. In this case, information about the shareholder mentioned in Clause 2 Article 121 of this Law shall be Recipients written in the shareholder register to certify the shareholder’s ownership of shares of the company.

Selling shares

The Board of Directors shall decide the time, method of sale, and selling prices of shares. Selling prices of shares must not fall below the market price on the offering date or the latest book value of shares, except for the following cases:

1. Shares are initially offered to those other than founding shareholders;

2. Shares are offered to all shareholders according to their holding in the company;

3. Shares are offered to a broker or a guarantor. In such cases, the discount rate or discounting ratio must be approved by the General Meeting of Shareholders, unless otherwise prescribed by the company’s charter;

4. Other cases and corresponding discount rates prescribed by the company’s charter.

Share transfer

1. Shares may be freely transfers, except in the cases mentioned in Clause 3 Article 119 of this Law and the cases in which shares is restricted from transfer prescribed by the company’s charter. Where the company’s charter contains regulations on restriction on share transfer, these regulations are only effective when they are written on the corresponding shares.

2. The transfer shall be made into a common contract or via a transaction on the securities market. Where the transfer is made into a contract, transfer documents must bear the signatures of the transferor and the transferee (or their representatives). Where transfer is made via a transaction on the securities market, the procedures and recording of ownership shall comply with regulations of law on securities.

3. If a shareholder being an individual dies, his/her inheritor according to the will or according to law shall become a shareholder of the company.

4. If the dead shareholder does not have an inheritor, or the inheritor renounces the inheritance, or the inheritor has the right to inherit deprived, such shares be settled in accordance with regulations of law on civil affairs.

5. Every shareholder is entitled to give part of or all of their shares in the company to other people or use their shares to pay debts. In such cases, the recipients of shares shall become shareholders of the company.

6. Where a shareholder transfers a number of shares, the old shares shall be annulled, and the company shall issue new shares to record the amount of shares transferred and the remaining amount of shares.

7. Recipients of shares in the cases mentioned in this Article shall only become the company’s shareholders from the day on which their information mentioned in Clause 2 Article 121 of this Law are fully recorded in the shareholder register.

Bond issuance

1. A joint-stock company is entitled to issue bonds, convertible bonds, and other bonds as prescribed by law and the company’s charter.

2. Any company that fails to pay both principal and interest of issued bonds, fails to pay or fails to completely pays due debts in the last 03 consecutive years may no longer issue bonds, unless otherwise prescribed by regulations of law on securities.

3. Clause 2 of this Article does not apply to issuance of bonds to creditors being selected financial institutions.

4. Unless otherwise prescribed by the company’s charter, the Board of Directors is entitled to decide the type of bonds, total value of bonds, and issuance time, provided a report is submitted to the nearest General Meeting of Shareholders. The report shall be enclosed with documents and explanations for the resolution on bond issuance made by the Board of Directors.

5. In case bonds issued by a joint-stock company are converted into shares, procedures for shares offering prescribed in this Law and relevant regulations of law shall be followed. The company shall register a change to charter capital within 10 days from the day on which the conversion process is completed.

Purchases of shares and bonds

Shares, bonds of a joint-stock companies may be purchased with Vietnam Dong, convertible foreign currencies, gold, land use right value, value of intellectual property rights, technologies, technical secrets, and other assets prescribed by the company’s charter. The payment shall be made in a lump sum.

Repurchase of shares at the request of shareholders

1. Any shareholder who votes against the Resolution on the company’s restructuring or changes to the shareholders’ rights and obligations prescribed in the company’s charter shall be entitled to request the company to repurchase his/her shares. The request shall be made in writing, specifying the shareholder’s name, address, amount of each type of shares, wanted prices, and reasons for requesting the repurchase. The request shall be sent to the company within 10 days from the day on which the General Meeting of Shareholders ratifies the Resolution on the issues mentioned in this Clause.

2. The company shall repurchase shares at the request of shareholders as prescribed in Clause 1 of this Article at market prices or prices determined in accordance with the company’s charter within 90 days from the day on which the request is received. If an agreement on the price is not reached, both parties may request a professional valuation organization to carry out the valuation. The company shall recommend at least 03 professional valuation organizations for shareholders to choose. The decision given by such organization shall be final.

Repurchase of shares under the company’s decision

The company may repurchase up to 30% of total ordinary shares that are sold, part of or all of shares with preferred dividends that are sold as follows:

1. The Board of Directors may decide repurchase of up to 10% of total shares of each type that are offered within 12 months. In other cases, the repurchase of shares shall be decided by the General Meeting of Shareholders;

2. The Board of Directors shall decide repurchase prices. Repurchase price of ordinary shares must not exceed the market price at the time of repurchase, except for the case mentioned in Clause 3 of this Article. With regard to other types of shares, unless otherwise prescribed by the company’s charter or agreed between the company and relevant shareholders, the repurchase prices must not fall below the market price;

3. The company may repurchase the shares held by each shareholder in proportion to his/her holding in the company. In this case, a notification of the decision to repurchase shares must be sent by registered mail to all shareholders within 30 days from the day on which such decision is ratified. The notification must contain the name, headquarter address of the company, total amount of shares and types of shares repurchased, repurchase prices or rules for determination of repurchase prices; procedures and deadline for payment; procedures and deadline for shareholders to offer their shares to the company.

Any shareholder that agrees to resell his/her shares shall send the offering by registered mail to the company within 30 days from the notification date. The offering shall contain the full name, permanent residence, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, headquarter address if the shareholder is an organization; the shares being held and the shares being offered; method of payment, signature of the shareholder or the shareholder’s legal representative. The company shall only repurchase shares offered by the said deadline.

Conditions for payment and settlement of repurchased shares

1. The company may pay for the repurchased shares to the shareholders as prescribed in Article 129 and Article 130 of this Law if right after fully paying for the repurchased shares, the company is still able to pay its debts and other liabilities.

2. Shares repurchased under Article 129 and Article 130 of this Law are considered unsold shares as defined in Clause 4 Article 111 of this Law. The company shall follow procedures for making a decrease to charter capital, which is equal to the total face value of shares repurchased by the company within 10 from the completion of payment for repurchased shares, unless otherwise prescribed by regulations of law on securities.

3. Share certificates that certify the ownership of repurchased shares must be destroyed as soon as the corresponding shares are fully paid. The Chairperson of the Board of Directors and Director/ General Director are jointly responsible for the damage to the company caused by failure to destroy or delayed destruction of share certificates.

4. After repurchased shares are fully paid, if the total asset value written in the company’s accounting books is reduced by more than 10%, the company shall notify all of its creditors within 15 days from the day on which repurchased shares are fully paid.

Dividend payment

1. Dividends on preferred shares shall be paid under conditions applied to each type of preferred shares.

2. Dividends on ordinary shares are determined according to the net profit earned and the dividend payment extract from the undistributed profit of the company. A joint-stock company may only pay dividends on ordinary shares when all of the conditions below are satisfied:

a) The company has fulfilled tax liability and other financial obligations as prescribed by law;

b) The company’s funds have been established and developed; previous losses are fully offset against as prescribed by law and the company’s charter;

c) Right after the dividend is fully paid, the company is still able to pay due debts and other liabilities.

3. Dividends may be paid in cash, the company’s shares, or other assets prescribed by the company’s charter. If dividend is paid in cash, the currency shall be VND; it is permissible to make dividend payment by checks, wire transfer, or payment order by post to the shareholders’ permanent residences or mailing addresses.

4. Dividend must be fully paid within 06 months from the end of the Annual General Meeting of shareholders. The Board of Directors shall make a list of shareholders receiving dividends, determine the levels of dividend on each share, deadline and method of payment at least 03 days before the dividend payment. The notifications of dividend payment shall be sent by registered mail to the addresses in the shareholder register at least 15 days before dividend payment. The notification shall contain:

a) Name, headquarter address of the company;

b) Full names, permanent residences, nationalities, ID/passport numbers of shareholders being individuals;

c) Names, enterprise ID numbers or establishment decision numbers, and the headquarter addresses of shareholders being organizations;

d) Amount of each type of shares of shareholder; level of dividend on each type of shares, and total dividend received by the shareholder;

dd) Time and method of dividend payment;

e) Full name and signature of the Chairperson of the Board of Directors and company’s legal representative.

5. If a shareholder transfers his/ her shares during the period from the completion of the compilation of the list of shareholders and the time of dividend payment, the transferor shall receive dividend from the company.

6. In case dividends are paid with shares, the company is not required to follow procedures for share offering prescribed in Articles 122, 123, and 124 of this Law. The company shall register an increase to charter capital, which equal to value of shares used as dividend payment, within 10 days from completion of the dividend payment.

Withdrawal of payment for repurchased shares or dividends

If repurchased shares are paid against regulations in Clause 1 Article 131 of this Law or dividends are paid against regulations in Article 132 of this Law, the shareholders shall return the company the money or assets received; in case a shareholder is not able to return them, all members of the Board of Directors shall be jointly responsible for the debts and liabilities up to the value of money or assets that are not returned by shareholders.

Organizational structure of a joint-stock company

1. Every joint-stock company is entitled to decide whether to organize and operate according to one of the two models below, unless otherwise prescribed by regulations of law on securities:

a) The General Meeting of Shareholders, the Board of Directors, the Control Board, and the Director/ General Director. If the joint-stock company has fewer than 11 shareholders and the shareholders being organizations hold less than 50% of total shares of the company, the Control Board is not necessary;

b)The General Meeting of Shareholders, the Board of Directors, and the Director/ General Director. In this case, at least 20% of members of the Board of Directors must be independent members and there must be an internal Control Board affiliated to the Board of Directors. Independent members shall play the roles supervisors and control the company’s administration.

2. If there is only one legal representative, the Chairperson of the Board of Directors or the Director/ General Director shall be the legal representative; unless otherwise prescribed by the company’s charter, the Chairperson of the Board of Directors shall be the legal representative of the company. If there are more than one legal representatives, the Chairperson of the Board of Directors and the Director/ General Director shall naturally be the legal representatives of the company.

General Meeting of Shareholders

1. The General Meeting of Shareholders consists of all shareholders having voting right and is the supreme regulatory body of a joint-stock company.

2. The General Meeting of Shareholders has the following rights and obligations:

a) Ratify the company’s development orientation;

b) Decide the types of shares and amount of each type of authorized shares; decide annual dividend payment of each type of shares;

c) Elect, dismiss, discharge from duty members of the Board of Directors and Controllers;

d) Decide investment or sale of assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless a smaller rate is prescribed by the company’s charter;

dd) Decide amendments to the company’s charter;

e) Ratify annual financial statements;

g) Decide repurchase of more than 10% of total sold shares of each type;

h) Consider taking actions against violations committed by the Board of Directors and the Control Board that cause damage to the company and its shareholders;

i) Decide the company’s restructuring and dissolution;

k) Perform other rights and obligations prescribed by this Law and the company’s charter.

Power to convene General Meetings of Shareholders

1. An annual general meeting shall be held one per year. Apart from annual general meetings, extraordinary general meetings may be held . The General Meeting of Shareholders must be held within Vietnam’s territory. If the General Meeting of Shareholders is held at multiple locations at the same time, the location of the General Meeting of Shareholders shall be the place where the chair is present.

2. An annual general meeting shall be held within 04 months from the end of the fiscal year. At the request of the Board of Directors, the business registration authority may extend this deadline. Nevertheless, the time limit shall not exceed 06 months from the end of the fiscal year.

The Annual General Meeting of Shareholders shall discuss and ratify the following issues:

a) The company’s annual business plan;

b) The annual financial statement;

c) Report of the Board of Directors on business administration and performance of the Board of Directors and each member thereof;

d) Report of the Control Board on the company’s business outcome, performance of the Board of Directors, Director/ General Director;

dd) Self-assessment report of the Control Board and each Controller;

e) Level of dividend on each share of each type;

g) Other issues within the competence of the General Meeting of Shareholders.

3. 3. The Board of Directors shall convene a extraordinary General Meeting of Shareholders in the following cases:

a) The meeting is deemed necessary for the company’s interests;

b) The number of remaining members of the Board of Directors, the Control Board is smaller than the minimum number prescribed by law;

c) The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 144 of this Law;

d) At the request of the Control Board;

dd) Other cases prescribed by law and the company’s charter.

4. Unless otherwise prescribed by the company’s charter, the Board of Directors shall convene a the General Meeting of Shareholders within 30 days from the day on which the number of remaining members of the Board of Directors is as prescribed in Point b or the request mentioned in Point c and Point d Clause 3 of this Article is received.

If the Board of Directors fails to convene the General Meeting of Shareholders as prescribed, the Chairperson of the Board of Directors and members of the Board of Directors shall take legal responsibility and pay compensation for any damage to the company.

5. If the Board of Directors fails to convene the General Meeting of Shareholders as prescribed in Clause 4 of this Article, the Control Board shall convene the General Meeting of Shareholders within the next 30 days instead of the Board of Directors in accordance with this Law.

If the Control Board fails to convene the General Meeting of Shareholders as prescribed, the Control Board shall take legal responsibility and pay compensation for any damage to the company.

6. If the Control Board fails to convene the General Meeting of Shareholders as prescribed in Clause 4 of this Article, the shareholder or group of shareholders mentioned in Clause 2 Article 114 of this Law is entitled to, on behalf of the company, convene the General Meeting of Shareholders in accordance with this Law.

7. The convener of the General Meeting of Shareholders shall perform the following tasks:

a) Make a list of shareholders entitled to attend the meeting;

b) Provide information and settle complaints about the list of shareholders;

c) Prepare the program and agenda of the meeting;

d) Prepare documents for the meeting;

dd) Draft Resolutions of the General Meeting of Shareholders according to the intended contents of the meeting; compile the list and descriptions of candidates for the Board of Directors and the Control Board;

e) Determine the time and location of the meeting;

g) Send invitations to every shareholders entitled to attend the meeting as prescribed in this Law;

h) Perform other tasks serving the meeting.

8. The cost of convention and organization of the General Meeting of Shareholders prescribed in Clauses 4, 5, and 6 of this Article shall be reimbursed by the company.

List of shareholders entitled to attend General Meeting of Shareholders

1. The list of shareholders entitled to attend General Meeting of Shareholders shall be compiled according to the company’s shareholder register. The list of shareholders entitled to attend General Meeting of Shareholders shall be made not sooner than 05 days before invitations to the General Meeting of Shareholders are sent, unless a longer period is prescribed by the company’s charter.

2. The list of shareholders entitled to attend the General Meeting of Shareholders shall contain full names, permanent residences, nationalities, ID/passport numbers of shareholders being individuals; names, enterprise ID numbers or establishment decision numbers, addresses of headquarters of shareholders being organizations; amount of each type of shares; shareholder registration date and number of each shareholder.

3. Shareholders are entitled to inspect, examine, copy the list of shareholders entitled to attend the General Meeting of Shareholders; request adjustment to incorrect information or addition of necessary information about themselves to the list. The company’s manager must promptly provide information about in the shareholder register, adjust incorrect information at the request of shareholders; pay compensation for damage caused by failure to provide information or failure to provide timely, accurate information in the shareholder register on request. Procedures for requesting provision of information in the shareholder register shall comply with the company’s charter.

Agenda and contents of General Meeting of Shareholders

1. The convener of the General Meeting of Shareholders shall prepare its agenda and contents.

2. The shareholder or group of shareholders mentioned in Clause 2 Article 114 of this Law is entitled to propose additional issues to the agenda of the General Meeting of Shareholders. The proposal must be made in writing and sent to the company at least 03 working days before the opening date, unless otherwise prescribed by the company’s charter. The proposal must specify the name(s) of shareholder(s), amount of each type of shares or equivalent information, additional issues proposed to the agenda.

3. The convener is entitled to reject the proposal mentioned in Clause 2 of this Article in one of the following cases:

a) The proposal is not sent by the deadline; or the proposal is not adequate or not valid;

b) The proposed issue is beyond the competence of the General Meeting of Shareholders;

c) Other cases prescribed by the company’s charter.

4. The convener of the General Meeting of Shareholders must accept and include the proposal mentioned in Clause 2 of this Article to the intended agenda and contents of the meeting, except for the case in Clause 3 of this Article. The proposal shall be officially included on the agenda and contents of the meeting if it is approved by the General Meeting of Shareholders.

Invitation to General Meeting of Shareholders

1. The convener of the General Meeting of Shareholders shall send invitations to all shareholders on the list of shareholders entitled to attend the General Meeting of Shareholders at least 10 days before the opening date, unless a longer period is prescribed by the company’s charter. Every invitation must contain the name, headquarter address, enterprise ID number; name, permanent residence of the shareholder; time and location of meeting, and other requirements applied to participants.

2. Invitations shall be sent by registered mail to mailing addresses of shareholders; the invitation shall also be posted on the company’s website and a central or local daily newspaper where necessary according to the company’s charter.

3. The invitation shall be enclosed with the following documents:

a) The agenda, documents used during the meeting, and draft resolution on each issue on the agenda;

b) The ballot;

c) The form to appoint authorized representative to attend the meeting.

4. If the company has a website, meeting documents mentioned in Clause 3 of this Article may be posted on such website instead of being enclosed with the invitation. In this case, the invitation must specify the site and method of downloading documents, and the company must send such meeting documents to shareholders at their request.

Exercising the right to attend General Meeting of Shareholders

1. A shareholder may directly attend the meeting, authorizes a person in writing to attend the meeting, or uses one of the method mentioned in Clause 2 of this Article. If a shareholder being an organization does not have an authorized representative mentioned in Clause 4 Article 15 of this Law, another person shall be authorized to attend the General Meeting of Shareholders.

The authorization of representatives to attend the General Meeting of Shareholders must be made in writing using the form provided by the company. The persons authorized to attend the General Meeting of Shareholders must present the letters of authorization before entering the meeting room.

2. A shareholder is considered to have attended and voted at the General Meeting of Shareholders in the following cases:

a) The shareholder attends and directly casts votes at the meeting;

b) The shareholder authorizes another person to attend and cast votes at the meeting;

c) The shareholder attends and casts votes through online meeting, electronic voting, or using another electronic medium;

d) The shareholder sends votes to the meeting by post, fax, or email.

Conditions for convening General Meeting of Shareholders

1. A General Meeting of Shareholders shall be held when it is attended by a number of shareholders represent at least 51% of votes; the specific ratio shall be prescribed by the company’s charter.

2. If the conditions for holding the first General Meeting prescribed in Clause 1 of this Article are not satisfied, the second General Meeting shall be held within 30 working days from the intended date of the first General Meeting, unless otherwise prescribed by the company’s charter. The second General Meeting of Shareholders shall be held when it is attended by a number of shareholders represent at least 33% of votes; the specific ratio shall be prescribed by the company’s charter.

3. If the conditions for holding the second General Meeting prescribed in Clause 2 of this Article are not satisfied, the third General Meeting shall be held within 20 working days from the intended date of the second General Meeting, unless otherwise prescribed by the company’s charter. In this case, the second General Meeting of Shareholders shall be held regardless of the number of votes of the attending shareholders.

4. Only the General Meeting of Shareholders is entitled to change the agenda enclosed with the invitation mentioned in Article 139 of this Law.

Meeting and voting process at General Meeting of Shareholders

Unless otherwise prescribed by the company’s charter, meeting and voting process at General Meeting of Shareholders shall be as follows:

1. Registration of shareholders who attend the General Meeting of Shareholders shall be carried out before opening the meeting;

2. Election of the Chair, Secretary, and counting board:

a) The Chairperson of the Board of Directors shall chair the meetings convened by the Board of Directors; In case the Chairperson is temporarily absent or not capable of working, other members of the Board of Directors shall elect one of them to chair the meeting under the majority rule; If a chair is not elected, the Chief of the Control Board shall direct the General Meeting of Shareholders to elect a chair and the person that receives most votes shall chair the meeting;

b) In other cases, the person that signs the decision to convene the General Meeting of Shareholders shall direct the General Meeting of Shareholders to elect a chair and the person that receives most votes shall chair the meeting;

c) The chair shall appoint one or some people as the secretary(ies);

d) The General Meeting of Shareholders shall elect one or some people to the counting board at the request of the chair;

3. The agenda and contents of General Meeting of Shareholders must be ratified by the meeting during the opening session. The agenda must specify the time for each issue on the agenda;

4. The chair is entitled to take necessary and reasonable measures to control the meeting in an orderly manner and in conformity with the ratified agenda so that it reflects the demands of the majority of participants;

5. The General Meeting of Shareholders shall discuss and vote on each issue on the agenda. The voting shall be carried out by collecting affirmative votes, then negative votes, then count the affirmative votes, negative votes, and abstentions. The vote counting result shall be announced by the chair right before the end of the meeting, unless otherwise prescribed by the company’s charter;

6. Shareholders or authorized participants who arrive after the opening of the meeting may register and has the right to vote after registration; in this case, the effect of the issues voted on previously shall remain unchanged;

7. The convener of the General Meeting of Shareholders has the rights to:

a) Request all participants to undergo inspection or other legitimate, reasonable security measures;

b) Request competent authorities to maintain order at the meeting; expel those who act against the chair's direction, cause disruption, obstruct the normal progress of the meeting, or refuse to comply with security check requirements from the General Meeting of Shareholders;

8. The chair may delay a General Meeting of Shareholders that has been attended by all registered participants until a later time or change the meeting location in the following cases:

a) The current location does not have convenient seats for all participants;

b) Communication devices at the current location are not sufficient for attending shareholders to discuss and vote;

c) There is a participant that disrupts the order and threatens to obstruct the fair and legal progress of the meeting.

The delay shall not exceed 03 days from the initial opening date;

9. If the chair delays or suspends the General Meeting of Shareholders against Clause 8 of this Article, the General Meeting of Shareholders shall elect another person among the participants to replace the chair until the end of the meeting; all Resolutions ratified at the meeting shall be effective.

Formalities to ratify Resolutions of the General Meeting of Shareholders

1. The General Meeting of Shareholders shall ratify decisions within its competence by voting at the meeting or by absentee voting.

2. Unless otherwise prescribed by the company’s charter, Resolutions of the General Meeting of Shareholders about the following issues shall be ratified by voting at the General Meeting of Shareholders:

a) Amendments to the company’s charter;

b) The company’s development orientation;

c) Types of shares and total amount of each type;

d) Election, dismissal, discharge from duty of members of the Board of Directors and the Control Board;

dd) Decision to make investments or sell assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

e) Ratify annual financial statements;

g) Restructuring or dissolution of the company.

Conditions for a Resolution to be ratified

1. A Resolution on one of the following issues shall be ratified when it is approved by a number of shareholders that represents at least 65% of votes of attending shareholders; the specific ratio shall be prescribed by the company’s charter:

a) Types of shares and total amount of each type;

b) Changes of business lines;

c) Change of the company’s organizational structure;

d) Project of investment or sale assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

dd) Restructuring or dissolution of the company;

e) Other cases defined by the company’s charter.

2. Other Resolutions shall be ratified when they are approved by a number of shareholders that represents at least 51% of votes of attending shareholders, except for the cases in Clause 1 and Clause 3 of this Article; the specific ratio shall be prescribed by the company’s charter.

3. Unless otherwise prescribed by the company’s charter, Members of the Board of Directors and the Control Board shall be elected by cumulative voting. Accordingly, each shareholder shall have a number of votes that is proportional to his/ her shares multiplied by (x) the number of members of the Board of Directors or the Control Board. The shareholder may cast part of or all of his/her votes for one or some candidates. Elected Members of the Board of Directors or Controllers shall be determined by the number of votes they receive in descending order, starting from the candidates that receive the most votes until the number of members are sufficient according to the company’s charter. If there are 02 or more candidates that receive the same votes for the last position of the Board of Directors or the Control Board, they shall be voted again or selected according to the voting criteria or the company’s charter.

4. In case of absentee voting, a Resolution shall be ratified if it is approved by a number of shareholders that represents at least 51% of votes; the specific ratio shall be prescribed by the company’s charter.

5. Resolutions of the General Meeting of Shareholders shall be notified to all shareholders who are entitled to attend the General Meeting of Shareholders within 15 days from the ratification date. If the company has a website, such Resolutions may be posted on the website instead of being sent to shareholders.

Power and formalities to carry out absentee voting of shareholders to ratify Resolutions of the General Meeting of Shareholders

Unless otherwise prescribed by the company’s charter, the power and formalities to carry out absentee voting of shareholders by to ratify Resolutions of the General Meeting of Shareholders shall be as follows:

1. The Board of Directors is entitled to carry out absentee voting of shareholders to ratify Resolution of the General Meeting of Shareholders when it is deemed necessary for the company’s interest;

2. The Board of Directors shall prepare absentee ballots, Draft Resolutions of the General Meeting of Shareholders, descriptions thereof, and send them to shareholders having voting right at least 10 days before the deadline for submitting absentee ballots, unless a longer period is prescribed by the company’s charter. The list of shareholders to receive absentee ballots shall be compiled in accordance with Clause 1 and Clause 2 Article 137 of this Law. Requirements and methods to send absentee ballots and enclosed documents are specified in Article 139 of this Law;

3. The absentee ballot shall contain:

a) Name, ID number, headquarter address of the enterprise;

b) Purposes of the voting;

d) Full name, permanent residence, nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and the headquarter address if the shareholder is an organization; or full name, permanent residence, nationality, ID/passport number of the authorized representative if the shareholder is an organization; Amount of shares of each type and number of votes of the shareholder.

d) The issues that need voting;

dd) Options including affirmative, negative, and abstentions;

e) Deadline for submitting the completed absentee ballot to the company;

g) Full name and signature of the Chairperson of the Board of Directors and company’s legal representative;

4. Shareholders may send completed absentee ballots to the company in the following manner:

a) By post. The completed absentee ballots must bear the signature of the shareholder if the shareholder is an individual, or signature of the authorized representative or legal representative if the shareholder is an organization. Every absentee ballot sent to the company must be put into sealed envelopes. Envelopes must not be opened before counting;

b) By fax or email. Absentee ballots sent by fax or email must be kept confidential until the vote counting time.

Absentee ballots sent to the company after the deadline written therein, absentee ballots sent by post in envelopes that are opened, absentee ballots sent by fax or email that are revealed are all invalid. If a absentee ballot is not submitted, it will be excluded from voting;

5. The Board of Directors shall count the votes and make a vote counting record before the Control Board or shareholders that do not hold managerial positions in the company.

The vote counting record must contain the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Purposes and issues that need voting;

c) The number of shareholders and total number of votes casted. The numbers of valid and invalid votes, methods of sending, enclosed with the list of voting shareholders;

d) Total number of affirmative votes, negative votes, and abstentions on each issue;

dd) The issues ratified;

e) Full name and signature of the Chairperson of the Board of Directors, the company’s legal representative, vote counting supervisors, and vote counters.

Members of the Board of Directors, vote counters and vote counting supervisors are jointly responsible for the truthfulness, accuracy of the vote counting record; jointly responsible for damage caused by the decisions ratified because of untruthful, incorrect counts of votes;

6. The vote counting record shall be sent to all shareholders within 15 days from the completion date of vote counting. If the company has a website, the vote counting record may be posted on such website instead of being sent to shareholders;

7. Completed absentee ballots, the vote counting record, ratified Resolutions, and relevant documents enclosed with absentee ballots shall be kept at the company’s headquarter;

8. Resolutions ratified by absentee voting are as valuable as those ratified at the General Meeting of Shareholders.

Minutes of General Meeting of Shareholders

1. The General Meeting of Shareholders must be recorded in writing, audio recordings, or other electronic means of recordings. The meeting minutes must be made in Vietnamese language (additional foreign language is permitted) and has the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Time and location of the General Meeting of Shareholders;

c) Agenda and contents of the meeting;

d) Full names of the chair and secretary

dd) Summary of the meeting and opinions given at the General Meeting of Shareholders with regard to each issue on the agenda;

e) The number of shareholders and total number of votes of attending shareholders; list of registered shareholders, representatives of shareholders, corresponding amount shares and votes;

g) Total votes on each issue, specifying the voting method, numbers of valid votes, invalid votes, affirmative votes, negative votes; corresponding ratio to total votes of attending shareholders;

h) The issues ratified and corresponding ratio of affirmative votes;

i) Signatures of the chair and secretary.

The minutes made in Vietnamese language and foreign languages shall have equal legal effectiveness. In case of any discrepancies between the Vietnamese version and foreign language version, the Vietnamese version shall prevail.

2. The minutes of the General Meeting of Shareholders must be completed and ratified before the end of the meeting.

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

The minutes of the General Meeting of Shareholders must be send to every shareholder within 15 days from the ending date of the meeting; the vote counting record may be posted on the company’s website (if any) instead of being sent to shareholders.

The minutes of the General Meeting of Shareholders, list of registered shareholders, ratified Resolutions, and relevant documents enclosed with the invitations must be kept at the company’s headquarter.

Request for annulment of Resolutions of the General Meeting of Shareholders

Within 90 days from the day on which the minutes or the vote counting record is received, the shareholder or group of shareholders mentioned in Clause 2 Article 114 of this Law may request a court or arbitral tribunal to consider annulling the Resolution or part of the Resolution of the General Meeting of Shareholders in the following cases:

1. Procedures for convening the meeting and making decisions of the General Meeting of Shareholders are not conformable with this Law and the company’s charter, except for the case in Clause 2 Article 148 of this Law;

2. Contents of the Resolution contravenes the law or the company’s charter.

Effect of Resolutions of the General Meeting of Shareholders

1. A Resolution of the General Meeting of Shareholders is effective from the day on which it is ratified or on the effective date written thereon.

2. Any Resolution of the General Meeting of Shareholders which is ratified with 100% of voting shares shall be legitimate and effective even if the procedures for ratifying such Resolution are not conformable with regulations.

3. In case a shareholder or group of shareholders request the court or arbitral tribunal to annual a Resolution of the General Meeting of Shareholders as prescribed in Article 147 of this Law, such Resolution is still effective until a dissenting decision is made by the court or arbitral tribunal, except for the case in which temporary emergency measures are taken under a decision of a competent authority.

Board of Directors

1. The Board of Directors is a regulatory body of the company, has the power to, on behalf of the company, make decisions, perform the company’s rights and obligations beyond the competence of the General Meeting of Shareholders.

2. The Board of members has the following rights and obligations:

a) Decide the strategies, midterm development plans, and annual business plans of the company;

b) Propose types of shares and total authorized shares of each type;

c) Decide the sale of new shares within the amount of authorized shares of each type; decide to raise additional capital in other manners;

d) Decide selling prices of the company’s shares and bonds;

dd) Decide repurchases of shares according to Clause 1 Article 130 of this Law;

e) Decide investment plans and projects of investment within its competence and limits prescribed by law;

g) Decide solutions for market development, marketing, and technology;

h) Approve sale, loan, borrowing contracts, and other contracts of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless another rate is prescribed by the company’s charter. This Point does not apply to the contracts and transactions mentioned in Point d Clause 2 Article 135, Clause 1 and Clause 3 Article 162 of this Law;

i) Elect, dismiss, discharge from duty the Chairperson of the Board of Directors; designate, dismiss, sign contracts, terminate contracts with the Director/General Director and other key managers prescribed by the company’s charter; decide salaries and other benefits of such managers; appoint representative to participate in the Board of members or the General Meeting of Shareholders of another company; decide the wages and other benefits of such persons;

k) Supervise, direct the Director/ General Director and other managers to run the company’s everyday business operation;

l) Decide the organizational structure, rules and regulations of the company, establishment of subsidiaries, branches, representative office, capital contributions to or purchase of shares of other enterprises;

m) Approve the agenda and documents of the General Meeting of Shareholders, convene the General Meeting of Shareholders or carry out absentee voting for the General Meeting of Shareholders to ratify decisions;

n) Submit annual financial statements to the General Meeting of Shareholders;

o) Propose the level of dividend payment; decide the deadline and procedures for dividend payment or settlement of losses incurred during the business operation;

p) Propose restructuring, dissolution, petition for bankruptcy of the company;

q) Perform other rights and obligations prescribed in this Law and the company’s charter.

3. The Board of Directors shall ratify decisions by voting at meetings, absentee voting, or another voting method prescribed by the company’s charter. Each member of Board of Directors has a vote.

4. While performing its functions, rights and obligations, the Board of Directors shall comply with law, the company’s charter, and Resolutions of the General Meeting of Shareholders. In case a Resolution is ratified by the Board of Directors against the law or the company’s charter and thus causes damage to the company, every member that approves the ratification of such Resolution shall be jointly responsible for such Resolution and pay compensation for the company. Members who object such Resolution shall not take responsibility. In this case, any shareholder that hold the company’s shares for at least 01 year shall be entitled to request the Board of Directors to suspend the implementation of such Resolution.

Term of office and number of Members of the Board of Directors

1. The Board of Directors consists of 03 to 11 members. The company’s charter shall specify the number of Members of the Board of Directors.

2. Each Member of the Board of Directors and independent member of the Board of Directors has a term of office of up to 05 years without term limit. The number of terms, specific term period, number of Members of the Board of Directors required to reside in Vietnam shall be specified in the company’s charter.

3. In case the term of office of all Members of the Board of Directors expires at the same time, they are still Members of the Board of Directors until new members are elected and take over the office, unless otherwise prescribed by the company’s charter.

4. If the joint-stock company is organized according to Point b Clause 1 Article 134 of this Law, documents and transactions of the company must bear the text “Thành viên độc lập” (“Independent member") before the names of corresponding Members of the Board of Directors.

5. The company’s charter shall specify the number, rights, obligations, method of operation and cooperation of independent members of the Board of Directors.

Standards and conditions for Members of the Board of Directors

1. Members of the Board of Directors must:

a) be legally competent, not be banned from business administration as prescribed in Clause 2 Article 18 of this Article;

b) has qualifications and experience of business administration; Members of the Board of Directors are not necessarily shareholders of the company, unless otherwise prescribed by the company’s charter.

c) Members of the Board of Directors may concurrently hold the position of Members of the Board of Directors of other companies.

d) With regard to the subsidiaries over 50% of charter capital of which is held by the State, Members of the Board of Directors must not be spouses, parents, adoptive parents, children, adopted children, siblings of the Director/ General Director and other managers of the building work; must not be related persons of the manager and the person competent to designate the manager of the parent company.

2. Unless otherwise prescribed by regulations of law on securities, independent members of the Board of Directors prescribed in Point b Clause 1 Article 134 of this law must:

a) Not be a current employee of the company or its subsidiaries; not be a person that used to work for the company or the company’s subsidiaries over the previous 03 consecutive years.

b) Not be a person receiving salaries, wages from the company, except for the benefits to which Members of the Board of Directors are entitled;

c) not have a spouse, birth parent, adoptive parent, birth child, adopted child, or sibling being a major shareholder of the company, being a manager of the company or the company’s subsidiary;

d) not directly or indirectly hold at least 1% of the company’s voting shares;

dd) Not ever hold the position of Member of the Board of Directors, the Control Board over at least the previous 05 consecutive years.

3. Independent members of the Board of Directors must notify the Board of Directors of their failure to satisfy the conditions prescribed in Clause 2 of this Article. Such members are obviously no longer independent members of the Board of Directors from the day on which conditions are not satisfied. The Board of Directors shall report the cases in which independent members of the Board of Directors no longer satisfy conditions at the nearest General Meeting of Shareholders or convene a General Meeting of Shareholders to elect new independent members within 06 months from the day on which the independent member’s notification is received.

Chairperson of the Board of Directors

1. The Board of Directors shall elect a member of the Board of Directors as the Chairperson. The Chairperson of the Board of Directors may concurrently hold the position of Director/ General Director, except for the cases in Clause 2 of this Article and unless otherwise prescribed by regulations of law on securities and the company’s charter.

2. The Chairperson of the Board of Directors of any joint-stock company over 50% of voting shares are held by the State may not concurrently hold the position of Director/ General Director.

3. The Chairperson of the Board of Directors has the following rights and obligations:

a) Formulate operation plans of the Board of Directors;

b) Prepare the agenda, contents, and documents of meetings; convene and chair meetings of the Board of Directors;

c) Organize the ratification of Resolutions of the Board of Directors;

d) Supervise the implementation of Resolutions of the Board of Directors;

dd) Chair meetings of the General Meeting of Shareholders and the Board of Directors;;

e) Perform other rights and obligations prescribed in this Law and the company’s charter.

4. If the Chairperson of the Board of Directors is absent or is not able to fulfill his/ her duties, the Chairperson shall authorize another member in writing to perform rights and obligations of the Chairperson of the Board of Directors in accordance with the company’s charter. In case no one is authorized , other members shall elect one of them as a temporary Chairperson of the Board of Directors under the majority rule.

5. Where necessary, the Chairperson of the Board of Directors shall hire a secretary to assist the Board of Directors and the Chairperson of the Board of Directors in performing their duties in accordance with law and the company’s charter. The company’s secretary has the following rights and obligations:

a) Assist the convention of the General Meeting of Shareholders and meetings of the Board of Directors; making meeting minutes;

b) Assist Members of the Board of Directors in performing their rights and obligations;

c) Assist the Board of Directors in applying and implementing the company’s administration principles;

d) Assist the company in building shareholder relationships and protecting the lawful rights and interests of shareholders;

dd) Assist the company in fulfilling its obligation to provide information, disclose information and administrative procedures;

e) Perform other rights and obligations prescribed by the company’s charter.

6. The Chairperson of the Board of Directors may be dismissed under a decision of the Board of Directors.

Meetings of the Board of Directors

1. The Chairperson of the Board of Directors shall be elected during the first meeting of the new Board of Directors within 07 working days from the end of the voting. This meeting shall be convened and chaired by the member that receives the most votes. If there is more than one member who has the highest votes, they shall be voted for by members under the majority rule to convene the Board of Directors.

2. The Board of Directors may hold periodic and extraordinary meetings. The Board of Directors shall hold meetings at the company’s headquarter or other locations.

3. Meetings of the Board of Directors shall be held by the Chairperson of the Board of Directors when it is deemed necessary. At least one meeting shall be held in a quarter.

4. The Chairperson of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:

a) The meeting is requested by the Control Board or independent members

b) The meeting is requested by the Director/ General Director or at least 05 other managers;

c) The meeting is requested by at least 02 executive members of the Board of Directors;

d) Other cases prescribed by the company’s charter.

The request must be made in writing, specifying the purposes, issues that need discussing, and decisions within the competence of the Board of Directors.

5. The Chairperson of the Board of Directors shall convene a meeting of the Board of Directors within 07 working days from the day on which the request mentioned in Clause 4 of this Article is received. If the Chairperson fails to convene the meeting on request, the Chairperson shall take responsibility for any damage to the company; the person who makes the request may convene a meeting of the Board of Directors instead of the Board of Directors.

6. The Chairperson of the Board of Directors or the convener of the Board of Directors meeting shall send invitations at least 03 working days before the meeting date, unless otherwise prescribed by the company’s charter. The invitation must specify the time, location, agenda, issues, and decisions of the meeting. The invitation must be enclosed with documents used at the meeting and members’ ballots.

The invitation shall be sent by post, fax, email, or other means, as long as they reach the mailing address of every the Board of Directors, which is registered with the company.

7. The Chairperson of the Board of Directors or the convener shall send invitations and enclosed documents to Controllers as if they are members of the Board of Directors.

Controllers are entitled to attend meetings of the Board of Directors, participate in discussion, and must not cast votes.

8. A meeting of the Board of Directors shall be held when it is attended by at least three fourths of the members. If the number of attending members is not sufficient, the second meeting shall be convened within 07 days from the initial meeting date, unless a shorter period is prescribed by the company’s charter. In this case, the meeting shall be held if it is attended by at least half of Members of the Board of Directors.

9. A member of the Board of Directors is considered to have attended and cast votes at a meeting if such member:

a) Attends and cast votes directly at the meeting; or

b) Authorizes another person to attend the meeting as prescribed in Clause 10 of this Article; or

c) Attends and casts votes via an online meeting or a similar manner; or

d) Sends votes to the meeting by post, fax, or email.

Votes sent to the meeting by post must be contained in sealed envelopes and given to the Chairperson of the Board of Directors at least one hour before the opening time. Votes shall be open before every participants.

Unless otherwise prescribed by the company’s charter, a Resolution of the Board of Directors shall be ratified if it is approved by a majority of attending members; in the event of equal votes, the Chairperson of the Board of Directors shall have the casting vote.

10. Members must attend all meetings of the Board of Directors. A member may authorize another person to attend the meeting if approved by a majority of Members of the Board of Directors.

Minutes of meetings of the Board of Directors

1. Meetings of the Board of Directors shall be recorded in writing, audio recordings, or other electronic means. The minutes must be made in Vietnamese languages (additional foreign languages are permitted) and contain the following information:

a) The enterprise’s name, enterprise identification number, address of the headquarter;

b) Purposes, agenda, and contents of the meeting;

c) Time and location of the meeting;

d) Full name of each attending member or their authorized person, method of participation; full name of every member that does not attend and explanations;

dd) Issues discussed and voted on at the meeting;

e) Summary of opinions of each attending member in chronological order;

g) Voting result, specifying the members that casts affirmative votes, negative votes, and abstentions;

h) The issues that have been ratified;

i) Full names, signatures of the chair and the minutes maker.

The chair and the minutes maker are responsible for the truthfulness and accuracy of the minutes of the Board of Directors meeting.

2. Minutes of the Board of Directors meetings and documents used during the meetings shall be kept at the company’s headquarter.

3. The minutes made in Vietnamese language and those in foreign languages shall have equal value. In case of any discrepancy between the Vietnamese version and foreign language version, the former shall prevail.

Right to obtain information of Members of the Board of Directors

1. Members of the Board of Directors are entitled to request the Director/ General Director or Deputy Director/ Deputy General Director, and managers of units in the company to provide information about the financial status and performance of the company and units in the company.

2. The requested must provide timely, sufficient, accurate information and documents at the request of Members of the Board of Directors. Procedures for requesting and providing information shall be prescribed by the company’s charter.

Dismissal, discharge from duty and addition of Members of the Board of Directors

1. A member of the Board of Directors shall be dismissed if he or she:

a) fails to satisfy the standards and conditions prescribed in Article 151 of this Law;

b) fails to participate in activities of the Board of Directors for 06 consecutive months, except for force majeure events;

c) tenders a resignation;

d) Other cases prescribed by the company’s charter.

2. Members of the Board of Directors may be discharged from duty under Resolutions of the General Meeting of Shareholders.

3. The Board of Directors shall convene the General Meeting of Shareholders to elect additional members of the Board of Directors in the following cases:

a) The number of Members of the Board of Directors is reduced by more than one third of the number prescribed by the company’s charter. In this case, the Board of Directors shall convene a General Meeting of Shareholders within 60 days from the day on which the number of Members of the Board of Directors is reduced by more than one third;

b) the number of independent members of the Board of Directors falls below the ratio prescribed in Clause 1 Article 134 of this Law.

In other cases, the nearest General Meeting of Shareholders shall elect new members to replace those who have been dismissed or discharged from duty.

Director/ General Director

1. The Board of Directors shall appoint one of them as or hire a Director/ General Director.

2. The Director/ General Director shall run the company’s everyday business, be supervised by the Board of Directors, take responsibility to the Board of Directors for performance of given rights and obligations.

A Director/ General Director shall have a term of office of up to 05 years without term limit.

Standards and conditions for the Director/ General Director are the same as those prescribed in Article 65 of this Law.

3. The Director/ General Director has the following rights and obligations:

a) Decide important issues related to the company’s everyday business without decision of the Board of Directors;

b) Organize the implementation of Resolutions of the Board of Directors;

c) Organize the implementation of business plans and investment plans of the company;

d) Propose organizational structure, internal rules and regulations of the company;

dd) Designate, dismiss, discharge from duty the company’s managers, except for the positions within the competence of the Board of Directors;

e) Decide the salaries and other benefits of the company’s employees, including the managers designated by the Director/ General Director;

g) Hire employees;

h) Suggest plans for dividend payments or loss settlement;

i) Perform other rights and obligations prescribed by law, the company’s charter, and Resolutions of the Board of Directors.

4. The Director/ General Director shall run the company’s everyday business in accordance with law, the company’s charter, employment contract with the company, and Resolutions of the Board of Directors. If committing violations which cause damage to the company, the Director/ General Director shall take legal responsibility and pay compensation for the company.

Salaries, remunerations, and other benefits of members of the Board of Directors, Director/ General Director

1. The company is entitled to pay remunerations to Members of the Board of Directors, salaries to the Director/ General Director and other managers according to the business outcome.

2. Unless otherwise prescribed by the company’s charter, remunerations, salaries and other benefits of the Members of the Board of Directors, Director/ General Director shall be paid as follows:

b) Members of the Board of Directors shall receive remunerations and bonuses. Remunerations are calculated according to the number of working days necessary for fulfilling the duties of Members of the Board of Directors and daily remuneration. The Board of Directors shall reach an agreement on estimated remuneration of each member. The total remuneration of the Board of Directors shall be decided by the General Meeting of Shareholders at the annual general meeting;

b) Members of the Board of Directors are entitled to have the cost of accommodation, meals, traveling, and other reasonable costs incurred during the performance of given duties reimbursed;

c) The Director/ General Director shall receive salaries and bonuses. The Director/General Director's salaries and bonuses shall be decided by the Board of Directors.

3. Remunerations of Members of the Board of Directors and salaries of the Director/ General Director and other managers shall be included in the company’s operating cost in accordance with regulations of law on corporate income tax, be recorded as a separate item in the company’s financial statement, and be reported at the annual general meeting.

Publishing related interests

Unless tighter regulations are prescribed by the company’s charter, related persons and interests of the company shall be published as follows:

1. The company shall compile and update the list of related persons of the company in accordance with Clause 17 Article 4 of this Law and their transactions with the company;

2. Members of the Board of Directors, Controllers, the Director/ General Director, and other managers of the company shall declare their related interests with the company, including:

a) Name, enterprise ID number, address of the headquarter, business lines of every enterprise of which they have stakes or shares; the proportion and time of obtainment of such stakes or shares;

b) Name, enterprise ID number, address of the headquarter, business lines of every enterprise of which their related persons have a joint ownership or private ownership of stakes or shares that make up over 10% of charter capital;

3. The information mentioned in Clause 2 of this Article shall be declared within 07 working days from the day on which related interests arise; any adjustment shall be notified to the company within 07 working days from the day on which such adjustment arises;

4. The List of related persons and related interests mentioned in Clause 1 and Clause 2 of this Article shall be published, examined, and copied as follows:

a) The company shall notify the List of related persons and related interests to the General Meeting of Shareholders at the annual meeting;

b) The List of related persons and related interests shall be kept at the enterprise’s headquarter; part or all of the List may be kept at the company’s branches where necessary;

c) Shareholders and authorized representatives of shareholders, Members of the Board of Directors, the Control Board, the Director/ General Director, and other managers are entitled to examine and copy part of or all of the List during working hours;

d) The company shall enable the persons mentioned in Point c of this Clause to access, examine, and copy the List of related persons of the company and other contents in the most convenient manner; must not obstruct them to exercise such right. Procedures for examining and copying the List of related persons and related interests shall be prescribed by the company’s charter.

5. Members of the Board of Directors, the Director/ General Director that shall explain the nature and contents of the works they carry out single-handedly or on behalf of other persons to the Board of Directors and the Control Board. Such works may only be carried out when it is approved by a majority of other members of the Board of Directors; if the work is carried out without notification or approval by the Board of Directors, all incomes from such work shall belong to the company.

Responsibilities of the company’s managers

1. Members of the Board of Directors, Director/ General Director, and other managers have the responsibilities to:

a) Perform given rights and obligations in accordance with this Law, relevant regulations of law, the company’s charter, and Resolutions of the General Meeting of Shareholders;

b) Perform given rights and obligations in a truthful, careful manner to ensure the company’s legitimate interests;

c) Act in the best interest of the company and shareholders; do not use information, secrets, business opportunities of the company; do not misuse the position, power, or assets of the company for self-seeking purposes or serving the interest of other entities;

d) Promptly, and accurately notify the company of the enterprises they and their related persons own or have the controlling stakes or shares; such notifications shall be posted at the company’s headquarter and branches.

2. Perform other rights and obligations prescribed in this Law and the company’s charter.

Rights to file lawsuit against Members of the Board of Directors, Director/ General Director

1. The shareholder or group of shareholders that continuously holds at least 1% of ordinary shares for 06 months is entitled to, whether single-handedly or on behalf of the company, file civil lawsuits against a Member of the Board of Directors or the Director/ General Director if he/she:

a) commit violations against obligations of the company’s manager prescribed in Article 160 of this Law;

b) fails to perform given rights and obligations; fails to implement or to completely implement Resolutions of the Board of Directors;

c) Perform given rights and obligations against the law, the company’s charter, or Resolutions of the General Meeting of Shareholders;

d) uses information, secrets, business opportunities of the company for self-seeking purposes or serving the interest of other entities;

dd) abuses the position, power, or assets of the company for self-seeking purposes or serving the interest of other entities;

e) Other cases prescribed by law and the company’s charter.

2. Procedures for proceedings are prescribed by corresponding regulations of law on civil proceedings. The proceeding costs in case the shareholder or group of shareholders files a lawsuit on behalf of the company shall be included in the company’s expense, unless such lawsuit is rejected.

Contracts and transactions subject to approval by the General Meeting of Shareholders or the Board of Directors

1. Contracts and transactions between the company and the following entities are subject to approval by the General Meeting of Shareholders or the Board of Directors:

a) Shareholders and authorized representative of shareholders that own more than 10% of ordinary shares of the company and their related persons;

b) Members of the Board of Directors, the Director/ General Director, and their related persons;

c) The enterprises mentioned in Clause 2 Article 159 of this Law.

2. The Board of Directors must approve every contract and transaction smaller than 35% of the enterprise’s total asset value written in the latest financial statement, or a smaller rate prescribed by the company’s charter. In this case, the person that signs the contract on behalf of the company shall send a notification to Members of the Board of Directors and Controllers of the entities related to such contract or transaction, and enclose with the notification the draft contract or description of the transaction. The Board of Directors shall decide whether to approve the contract or transaction within 15 days from the day on which the notification is received, unless another time limit is prescribed by the company’s charter; members with related interests do not have voting right.

3. The General Meeting of Shareholders shall approve contracts and transactions other than those prescribed in Clause 2 of this Article. In this case, the person that signs the contract on behalf of the company shall send a notification to the Board of Directors and Controllers of the entities related to such contract or transaction, and enclose with the notification the draft contract or description of the transaction. The Board of Directors shall submit the drat contract or description of the transaction to the General Meeting of Shareholders or carry out a absentee voting. In this case, shareholders with relevant interests do not have the voting right; the contract or transaction shall be accepted when it is vote for by a number of shareholders that represents 65% of the remaining votes, unless otherwise prescribed by the company’s charter.

4. A contract or transaction shall be annulled and dealt with in accordance with law when it is concluded or carried out without approval as prescribed in Clause 2 and Clause 3 of this Article and thus causes damage to the company; the person that concludes the contract, related shareholders, Members of the Board of Directors, the Director/ General Director are jointly responsible for paying compensation and return the incomes derived from such contract or transaction to the company.

Control Board

1. The Control Board consists of 03 - 05 members, a Controller has a term of office of up to 05 years without term limit.

2. Controllers shall elect one of them as the Chief of the Control Board under the majority rule. Rights and obligations of the Chief of the Control Board shall be prescribed by the company’s charter. More than half of members of the Control Board must reside in Vietnam. The Chief of the Control Board must be a professional accountant or auditor and has to work full-time at the company, unless higher standards prescribed by the company’s charter.

3. If term of office of all Controllers expires at the same time and Controllers of the new term are not elected, the Controllers shall keep performing their rights and obligations until Controllers of a new term are elected and take over the office.

Standards and conditions of Controllers

1. A Controller must:

a) be legally competent and not be banned from business administration and enterprise establishment as prescribed by this Law;

b) not be a spouse, birth parent, adoptive parent, birth child, adopted child, or sibling of any member of the Board of Directors, Director/ General Director, or any other manager;

c) not hold managerial positions of the company. The Controller is not necessarily a shareholder or employee of the company, unless otherwise prescribed by the company’s charter;

d) satisfy other standards and conditions of relevant regulations of law and the company’s charter.

2. Controllers of listed joint-stock companies and companies of which over 50% of charter capital is held by the State must be auditors or accountants.

Rights and obligations of the Control Board

The Control Board shall:

1. Supervise the Board of Directors, Director, or General Director managing and running the company.

2. Inspect the rationality, legitimacy, truthfulness, and prudence in business administration; the systematicness, consistency, and conformability of accounting works, statistical works, and the compilation of financial statements.

3. Inspect the sufficiency, legitimacy, and truthfulness of business outcome reports, annual and biannual financial statements of the company, management assessment report of the Board of Directors, and submit the inspection report at the annual general meeting.

4. Review, check, assess the effect and effectiveness of the internal control system, internal audit system, risk management and early warning system of the company.

5. Examine accounting books, accounting records and other documents of the company; managerial and administrative works of the company where necessary or under Resolutions of the General Meeting of Shareholders or at the request of the shareholder or group of shareholders prescribed in Clause 2 Article 114 of this Law.

6. Carry out an inspection at the request of the shareholder or group of shareholders mentioned in Clause 2 Article 114 of this Law within 07 working days from the day on which the request is received. Within 15 days from the end of the inspection, the Control Board shall report the issues that need inspecting to the Board of Directors and the shareholder or group of shareholders that made the request.

The inspection mentioned in this Clause must not obstruct the normal operation of the Board of Directors and must not interrupt the company’s business administration.

7. Propose changes, improvements to the organizational structure, mechanism for managing, supervising, and running the company’s operation to the Board of Directors or the General Meeting of Shareholders.

8. Notify the Board of Directors in writing if any Members of the Board of Directors, the Director or General Director violates Article 160 of this Law; request the violator to stop the violation and take remedial measures.

9. Attend and discuss at meetings of the Board of Directors, General Meetings of Shareholders, and other meetings of the company.

10. Employ independent consultants and internal audit department of the company to perform given duties.

11. Seek opinions of the Board of Directors before submitting reports, conclusions, and proposals to the General Meeting of Shareholders.

12. Perform other rights and obligations prescribed in this Law, the company’s charter, and Resolutions of the General Meeting of Shareholders.

Right to obtain information of the Control Board

1. Invitations, absentee ballots, and enclosed documents shall be sent to the Controllers at the same time and in the same manner as Members of the Board of Directors.

2. Resolutions and minutes of meetings of the Board of Directors and General Meetings of Shareholders shall be sent to the Controllers at the same time and in the same manner as shareholders and Members of the Board of Directors.

3. Reports of the Director/ General Director submitted to the Board of Directors and other documents issued by the company shall be sent to the Controllers at the same time and in the same manner as Members of the Board of Directors.

4. Controllers are entitled to access documents of the company which are kept at the headquarter, branches, and other locations; entitled to enter working places of managers and employees of the company during working hours.

5. The Board of Directors, members of the Board of Directors, the Director/ General Director, and other managers must provide sufficient, accurate, and timely information, documents about the management of the company at the request of members of the Control Board or the Control Board.

Salaries and other benefits of Controllers

Unless otherwise prescribed by the company’s charter, salaries and other benefits of Controllers shall be as follows:

1. Controllers shall receive salaries and other benefits under decisions of the General Meeting of Shareholders. The General Meeting of Shareholders shall decide the total salary and annual budget of the Control Board;

2. Controllers shall have the reasonable cost of accommodation, meals, traveling, and independent consultancy services covered. The total salary and cost must not exceed the annual budget of the Control Board, which is approved by the General Meeting of Shareholders, unless otherwise decided by the General Meeting of Shareholders;

3. Salaries and expense of the Control Board shall be included in the company’s operating cost in accordance with regulations of law on corporate income tax, relevant regulations of law, and shall be recorded as a separate item in the company’s financial statement.

Responsibilities of Controllers

1. Comply with law, the company’s charter, Resolutions of the General Meeting of Shareholders, and professional ethics while performing their rights and obligations.

2. Perform the given rights and obligations in a truthful, careful manner to ensure the company’s legitimate interests;

3. Act in the best interest of the company and its shareholders; do not use information, secrets, business opportunities of the company; do not misuse the position, power, or assets of the company for self-seeking purposes or serving the interest of other entities;

4. Perform other rights and obligations prescribed in this Law and the company’s charter.

5. The Controller that violates regulations in Clauses 1, 2, 3, and 4 of this Article and thus causes damage to the company or other persons shall take personal responsibility or pay compensation for such damage. All incomes and other interests of such Controller shall be returned to the company.

6. If a Controller is found committing violations while performing his/ her given rights and obligations, the Board of Directors shall send a written notification to the Control Board, request the violator to stop the violations and take remedial measures.

Dismissal and discharge from duty of Controllers

1. A Controller shall be dismissed if he or she:

a) no longer satisfies the standards and conditions prescribed in Article 164 of this Law;

b) fails to perform his/ her rights and obligations for 06 consecutive months, except for force majeure events;

c) tenders a resignation which is accepted;

d) Other cases prescribed by the company’s charter.

2. A Controller shall be discharge from duty if he or she:

a) fails to fulfill the given tasks or duties;

b) Commit serious or repeated violations against obligations of Controllers prescribed by this Law and the company’s charter;

c) is discharge under a decision of the General Meeting of Shareholders.

Submission of annual reports

1. At the end of the fiscal year, the Board of Directors shall prepare the following reports and documents:

a) The report on the company’s business outcome;

b) The financial statement;

c) The report on assessment of management of the company.

2. With regard to joint-stock companies required by law to be audited, their annual financial statements must be audited before being submitted to the General Meeting of Shareholders for consideration and ratification.

3. The reports and documents mentioned in Clause 1 of this Article must be sent to the Control Board for verification at least 30 days before the opening date of the General Meeting of Shareholders, unless otherwise prescribed by the company’s charter.

4. The reports and documents shall be prepared by the Board of Directors; the verification reports of the Control Board and audit reports shall be kept at the company’s headquarter and branches at least 10 days before the opening date of the General Meeting of Shareholders, unless a longer period is prescribed by the company’s charter.

Any shareholder that continuously holds the company’s shares for at least 01 year is entitled to, whether single-handedly or together with qualified lawyers, accountants, and auditors examine the reports mentioned in this Article at reasonable times.

Disclosure of information about joint-stock companies

1. Every joint-stock company shall send the annual financial statement ratified by the General Meeting of Shareholders to a competent authority in accordance with regulations of law on accounting and relevant regulations of law.

2. The joint-stock company shall post the following information on its website (if any):

a) The company’s charter;

b) Résumés, qualifications, and professional experience of members of the Board of Directors, Controllers, the Director/ General Director of the company.

c) Annual financial statements ratified by the General Meeting of Shareholders;

d) Reports on annual business outcome made by the Board of Directors and the Control Board.

3. Any unlisted joint-stock company shall notify the business registration authority where the company’s headquarter is stated of the information or changes of information about the full names, nationalities, passport numbers, permanent residences, amount of shares and types of shares held by foreign shareholders, names, enterprise ID numbers, headquarter addresses, amount of shares and type of shares of shareholders being foreign organizations, full names, nationalities, passport numbers, permanent residences of authorized representatives of such organizations.

4. Public companies shall disclose information in accordance with regulations of law on securities. Every joint-stock company over 50% charter capital of which is held by the State shall disclose information in accordance with Article 108 and Article 109 of this Law./.

Set up a joint stock company in Vietnam

  DMS Law firm in Vietnam
Director
(Signed)
Lawyer Do Minh Son

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