Article 1. Definitions1. In this regulation, the following terms are construed as follows:Asian. "Combination parent company - subsidiary": the Combination of enterprises, including the parent company - subsidiary and associated companies are specified in Article 5 of this Regulation;b. "Parent Company" are: General Corporation Vietnam Electricity Construction;C. "Board of Directors" means the Board of Directors of the Corporation;d. "General Meeting of Shareholders" means the General Assembly of shareholders of the Corporation;Hey. "Capital" means capital all shareholders by contributions and the provisions of Article 8 of this Charter;g. "Operation Area" means the territory of Vietnam and abroad;H. "Business Law" is the Enterprise Law No. 60/2005 / QH11 of November 29, 2005; i. "Date of Establishment" means the date on which the Corporation issued Certificate of Business Registration;k. "Legislation": all the legal documents specified in Article 1 of the Law on Promulgation of legal documents;l. "Managers" means the members of the Board of Directors, General Manager, Deputy General Manager, Chief Accountant and other officers Board of Directors appointed as managers of the Corporation;m. "Related person" means any individual or entity is defined in Article 4:17 of the Enterprise Law;n. "The duration of operation" is the term of operation of the corporation as stipulated in Article 2.6 of this Charter.2. In this Charter, references to any provision or any text will include the modification or replacement of their documents;3. The titles (chapters and articles of this Charter) is included for convenience only and do not monitor the content affected by this Charter;4. The words or terms defined in the Law on Enterprises (if not inconsistent with the subject or context) will have the same meaning in this Statute.
Point 2. Name, form, headquarters, lawful representative, subsidiary company, branch, representative office and operation limit time of the Corporation.
1. Name of the Corporation in Vietnamese is
TỔNG CÔNG TY CỔ PHẦN XÂY DỰNG ĐIỆN VIỆT NAM.
Name of the Corporation in English is VIETNAM ELECTRICITY CONSTRUCTION JOINT-STOCK CORPORATION.
Abbreviation of the Corporation is :VNECO
2. The Corporation is established under privitization from the third Electricity Construction and Assembly Company (government mother company) into the joint-stock corporation which operates according to model of mother company - subsidiary company.The Corporation has legal entity in accordance with Law of Vietnam.
3. The Corporation’s headquarters:
Address : 223 Tran Phu Street, Phuoc Ninh Precinct, Hai Chau District , Da Nang City.
Tel : 0511.562361 Fax: 0511.562367
Web site: www.vneco.com,www.vneco.com.vn,www.vneco.biz
4. CEO is a lawful representative of the Corporation.
5. The Corporation can establish subsidiary companies, branches and representative offices on business areas to carry on the aims of the Corporation which are suitable to Resolutions of Board of Directors and on the scale of permission law.
6. Operation limit time of the Corporation will begin from foundation day and prolong unlimitedly except for ending operation according to Point 54 of this regulation.
Point 3: Aims and business scale of the Corporation.
1. The aims of the Corporation are :
2. Business scale of the Corporation:
Point 4. Business and operation scale
1. The Corporation is allowed to carry on all business operations according to rules of business registration Certificate and take suitable measures to gain the Corporation’s aims.
2. The Corporation can execute different forms of business that are passed by law and that are for the Corporation’s sake.
Point 5 .Organizational model
Point 6. Function, duty and authority of mother company
Point 7. Function, duty and authority of member company.
Point 8 . Charter capital , share and founder - shareholders.
1. On the day of passing this point , charter capital of the Corporation is 320.000.000.000 (three hundred and twenty billion) VND.Charter capital of the Corporation is divided into 32 million shares with value 10 000VND/share.
2. The Corporation can increase charter capital when General Assembly of Shareholders allows and when increasing is in accordance with rules of law.
3. On the day of passing this point , all shares from the Corporation are primary shares, even shares that are held by Government. Rights and duties are enclosed to rule at Point 16 , 17 of this regulation.
4. The Corporation can issue many kinds of prior shares after being accepted by General Assembly of Shareholders’ and issuing is suitable to rules of law.
5. “Founder- shareholders ” are shareholders or groups of shareholders taking part in setting and signing on The first regulation of the Corporation.Founder-shareholders have rights and duties according to rules of law.
6. Primary share must have been taken priority to be sold to present shareholders according to the relevant rate with the possessive rate of their primary shares in the Corporation (except for General Assembly of Shareholders has other rules).
The Corporation has to announce selling of shares .In this announcement, it has to give clearly the number of shares sold and the registering time to buy (at least 20 woking days) so that shareholders can register to buy.The number of shares which shareholders do not register to buy will be decided by the Corporation’s Board of Directors. Board of Directors can divided those shares to subjects according to conditions and ways that Board of Directors considers them reasonably.They can not sell those shares according to conditions that are better than ones that are for present shareholders (except for situation that General Assembly of Shareholders accepts or shares are sold by stock exchange/ stock exchange center).
7. Company can buy shares that are issued by itself ( even refundable prior shares) according to rules in this point and present law.Primary shares bought by company are fund shares. Board of Directors can sell in ways that are suitable to rules in this point ,Law of stock, and related documents
8. The Corporation can buy shares issued by itself ( even refundable prior shares) according to rules in this regulation and present law.Primary shares bought by the Corporation are fund shares. Board of Directors can sell in ways that are suitable to rules in this point , Law of stock and related documents.
9. The Corporation can issue different kinds of stock when General Assembly of Shareholders approves through documents and when it is suitable to rules of Law of stock and stock exchange.
Point 9. Stock certificate
1. Shareholder of the Corporation is given certificate or stock confirmation that is relevant to the number of shares and kind of possessive share ( except for rule in Point 6 ).
2. Stock certificate has been signed by the Corporation and lawful representative of the Corporation according to rules of Law of business .There must have quantity , kind of stock kept by shareholders, shareholder’s name and surname (if entering- name share) and other information on stock certificate according to rules of Law of business.Each entering- name share represents one kind of share.
3. In two months from the day when giving fully documents that change rights of share possession according to rules of the Corporation or fully paying money for buying shares according to rules of issuing shares from the Corporation, share possessor may receive stock certificate. Share possessor does not to pay fee for printing stock certificate or any other fees for the Corporation.
4. In case of transferring some of entering- name shares in one entering- name share certificate , old certificate will be demolished .New one with left shares will be free.
5. In case of entering- name share certificate being false, stolen or demolished , entering- name share possessor has to announce through document to the Corporation .The Corporation examines to give a new share certificate to confirm relevant shares for shareholder according to their request in condition that they have to give evidences about share possession and pay all fees for the Corporation.
For stock certificate with capacity value of over 10.000.000 ( 10 million ) VND, before receiving request of having new share certificate , the lawful representative of the Corporation can ask possessor of share to announce on mass media that their stock are stolen ,burnt or demolished .After 15 days from the announcing day, they ask the Corporation to give new share certificate.
6. Possessor of no name share has to be responsible for restoring certificate .The Corporation will not be responsible for certificate that is stolen or used for cheating.
7. The Corporation can issue entering- name share that is not the same certificate form. Board of Directors can issue rule documents that entering- name shares (according to certificate or non- certificate) can be transferred without transferring documents.Board of Directors can issue rules about certificate and transferring shares according to rules of Law of business ,Law of stock , stock exchange and this point .
Point 10. Shareholder registration book
1. The Corporation forms and restores shareholder registration book since it was given to Business Registration Certificate. Shareholder registration book is one of lawful evidence to identify possesive shareholder’s rights .It must be document .In addition, it can be formed in form of electronic document file.
2. Shareholder registration book has such main contents in Term 2 Point 86 in Law of business.
3. Shareholder registration book is restored at the Corporation’s headquarters , other places or other organizations decided by Board of Directors.
4. At least 5 days after the Corporation (i) is fully paid all of shares issued by the Corporation or (ii) receives an announcement and lawful documents for transferring, all information related to shareholders and transferring receivers will be written in shareholder registration book .The day when information about transferring receivers written in shareholder registration book is the day when transferring receivers formally become shareholder of the Corporation .
5. Shareholder owns from 5% of all shares has to register to powerful business registration office in limt time of 7 days since having possesive rate.The day when geeting possesive rate of 5% of all shares of shareholder is the day that information about shareholder is written in shareholder registration book.
6. Shareholder has to announce in document to Board of Directors about any its address changes .In case of the Corporation not receiving this announcement, all announcement ,statement or all information will be sent to shareholder according to the latest address saved in shareholder registration book.
Point 11. Other stock certificate
Bond certificate or other stock certificates of the Corporation ( except for letters for selling greeting , current certificate and relevant documents ) will be issued with seal and signature of lawful representative of the Corporation, except for some cases in which some terms and conditions issue other rules.
Poitn 12. Transferring shares
1. All shares can be freely transferred except for some cases in which this point and law have other rules.Stock that are post on stock exchange center will be transferred according to rules of law about stock and stock exchange of Committee /stock exchange Center.
2. Share that is not fully paid is not transferred and gets share profits.
3. Share that is bought with prior price of strategic investors is not transferred within 3 (three) years from the day when the Corporation is given business registration Certificate. If this share needs to be transferred ahead of this above limit time, this transference should be accepted by Board of Directors of the Corporation.
Poitn 13. Withdrawing shares
1. When shareholder does not fully pay money for buying shares on time, Board of Directors announces and has rights to ask this shareholder to pay the sum of money left with its interest rate and fee arasing because of not fully paying .
2. There must have the time of paying ( at least 7 days from announcing day), place for paying on this paying announcement.The case of not paying according to request should be written clearly .Shares without being fully paid will be withdrawn all.
3. When requests of the above announcement are not executed , Board of Directors has right to withdraw this share before fully paying all fee, interest and related fees. Board of Directors can accept giving withdrawn shares according to rules of Term 4,5,6 and in other cases ruled in this point .
4. Withdrawn shares will be properties of the Corporation . Board of Directors can directly sell or vest someone with authority to sell , redistribute or resolve people owning withdrawn shares or other people according to conditions and the ways that Board of Directors considers reasonably.
5. Shareholder having withdrawn shares will have to resign in his capacity as shareholder for these shares, but it has to pay all related fee and interest with rate of not over 10% per year at the time of withdrawing according to Board of Directors’ decision from withdrawing day to paying day. Board of Directors has its authority to decide to coerce paying all share value at withdrawing time or to remit to pay a part or all this sum of money.
6. Withdrawing announcement will be sent to people who keep withdrawn shares.Withdrawing is still valid even in case of having mistakes or carelessness in sending announcement.
Point 14. Structure of organization , management of the Corporation
Structure of organization and management of the Corporation consists of:
a. General Assembly of Shareholders.
b. Board of Directors.
c. Chief Executive Officer (CEO).
d. Controlling Committee.
Poitn 15. Rights of shareholder
1. Shareholders are people who own the Corporation .They have rights and duties that are relevant to shares and kind of shares they own. Shareholders are only responsible for debt and other properties duty of the Corporation in scale of capital that was contributed to the Corporation.
2. Primary shareholder has some rights:
a. Attending ,speaking at the meeting of General Assembly of Shareholders , having rights to vote directly or through representative who is appointed.Each primary shareholder has one vote;
b. Being given share profits according to decision of General Assembly of Shareholders;
c. Freely transferring fully paid shares according to rules of this point and present law;
d. Being prior to buy new shares relevant to primary share rate they own;
e. Checking related information related shareholders in shareholder list whether they can attend in General Assembly of Shareholders, asking to edit incorrect information;
f. Examining, looking up , extracting or copying regulations of company , reporting book about General Assembly of Shareholders and resolution of General Assembly of Shareholders;
g. When the Corporation dissolves, shareholders have rights to receive a part of left properties that are relevant to contributed shares into the Corporation after the Corporation pays debts to lenders and other shareholders according to rules of law;
h. Asking the Corporation to buy their own shares in some cases that are ruled at Point 90.1 of Law of business;
i. Other rights according to rules of this point and law.
3. Shareholders or groups of shareholders owning over 5% of all primary shares in at least 6 successive months have rights below:
a. Appointing people to enter in Board of Directors and Controlling Committee according to rule at Point 28 and Point 29 of this regulation ;
b. Checking and receiving copy or extract ‘s list of shareholders who have rights to attend and vote at General Assembly of Shareholders;
c. Asking to convoke General Assembly of Shareholders in rule at Term 3, Point 79 of Law of business;
d. Asking Controlling Committee to check specific matters related to management of the Corporation if it is necessary.Asking must be in documents.Surname, name, address,nationality, number of identity card, passport or certificate for lawful individual are needed if shareholders are individuals.Name, address, nationality, number of establishment decision or business registration number are needed if shareholders are organizations or groups.In addition, the number of shares, the time of registering shares of each shareholder, the total number of shares of groups of shareholders , possessive rate in whole number of shares of the Corporation, issues that needed to be checked and checking purpose of should be considered;
đ.Other rights are according to rules of this point and Law of business.
Point 16. Shareholders’ duties
1. Obeying points and management regulations of the Corporation, obeying decisions of General Assembly of Shareholders and Board of Directors.
2. Paying money for buying shares registered according to rule.
3. Providing exact address when buying shares.
4. Completing other duties according to rules of present law and this point .
5. Being responsible for being named the Corporation in any form to do one of actions:
a. Breaking law.
b. Doing business and other transactions to get private sake or serve for sake of other organizations and individual.
c. Paying all debts that are not ahead of time before the Corporation has financial problem.
6. Protecting the Corporation’s sake, properties and keeping the Corporation’s secret.
Point 17. General Assembly of Shareholders
1. General Assembly of Shareholders is committee that has the highest authority of the Corporation.Annual Assembly of Shareholders is held once a year . General Assembly of Shareholders has to have annual meeting in limit time of 4 months since the day when ends financial year.
2. Meeting of Annual General Assembly of Shareholders is convoked and held in one place in Vietnam by Board of Directors. Annual General Assembly of Shareholders decides issues ruled by law and this point , especially through annual financial reports and financial budget for the next financial year. Independent inspectors of account can be invited to join General Assembly of Shareholders to consult passing annual financial reports.
3. Board of Directors has to convoke to have unusual General Assembly of Shareholders in some cases:
a. Board of Directors considers something necessary for the Corporation.
b. Annual balance sheet , quarter or six-month or account inspect reports of financial year show charter capital that loses by half.
c. When the number of members of Board of Directors is less than one ruled by law or less than a half of the number of members ruled in regulation .
d. Shareholders or groups of shareholders that are ruled at Point 15.3 of this regulation ask to convoke to have General Assembly of Shareholders meeting in petition document.Convoking petition document has to give reason and purpose of the meeting.It must have signature of related shareholders ( petition document can be copied into many copies to have full of signature of all related shareholders);
e. Controlling Committee asks to convoke meeting if it has believable reason that members of Board of Directors or high level managerial officials seriously violate their duties according to Poitn 119 of Law of business and that Board of Directors does or intends to do out of their authority.
f. Other cases that are according to rules of law and regulations of the Corporation.
4. The ways to convoke unusual General Assembly of Shareholders :
a. Board of Directors has to convoke a shareholder meeting within 30 days from the number of Board of Directors left according to rule at Term 3c
of this point or when it receives request that is ruled at Term 3d of this point.
b. When Board of Directors does not convoke General Assembly of Shareholders as rule at Term 4a of this point , in the next 30 days , Controlling Committee has to replace Board of Directors according to rule at Term 5 Point 97 in Law of business.
c. When Board of Directors does not convoke General Assembly of Shareholders according to Term 4b of this point , in the next 30 days, shareholders or groups of shareholders have right as Term 3d of this Point to replace Board of Directors and Controlling Committee according to Term 6 Point 97 Law of business.In this case, shareholders or groups of shareholders can ask business registration Committee to observe convoking and executing General Assembly of Shareholders if it is necessary.
d. All fees for convoking and executing General Assembly of Shareholders will be refunded by the Corporation.The fees do not include fee used by shareholders when attending General Assembly of Shareholders ,even fee for eating and transportation.
Point 18. General Assembly of Shareholders’ rights and duties .
1. Annual General Assembly of Shareholders has rights to discuss and approve:
a. Annual account inspect financial reports
b. Reports of Controlling Committee
c. Reports of Board of Directors
d. Short-term and long-term developing plans of the Corporation.
2. Annual General Assembly of Shareholders and unusual one approve decision in document about issues below:
a. Approving annual financial reports.
b. Level of annual share profits for each share is suitable to business law and rights related to this kind of share.This level is not as high as one that Board of Directors sets after getting ideas from shareholders at General Assembly of Shareholders .
c. The number of Board of Directors’ members.
d. Choosing account inspect Company.
e. Voting , abolishing an d replacing Board of Directors’ members and Controlling Committee’s ones, approving to appoint CEO.
f. Honorarium for members of Board of Directors and Board of Directors’ honorarium reports .
g. Adding and correcting regulations of the Corporation.
h. Kind of shares and the number of new shares will be issued for each share.Transferring shares of founder-members with in the first 3 years since found day.
i. Dividing , separating , uniting , merging or transferring the Corporation.
j. Reorganizing , dissolving (liquidating) the Corporation and appointing liquidating people.
k. Checking and dealing with Board of Directors or Controlling Committee’s mistakes that cause damage to the Corporation and the Corporation’s shareholders.
l. Deciding selling exchange of the Corporation or branch’s properties or buying exchange worth from 50% and over of the total properties of the Corporation and branches written in the latest account inspect financial report.
m. The Corporation buys over 10% of one kind of issued share.
n. CEO currently holds Board of Directors’ Chairman .
o. The Corporation or branches of the Corporation signing contracts with people ruled at Point 120.1 in Law of business with equal value or over 20% of total properties of the Corporation and its branches which are written in the latest account inspect financial report.
p. Other issues are according to rules of this regulation and other regulations of the Corporation.
3. Shareholders are not allowed to vote in some cases below:
a.In contracts that are ruled at Point 18.2 of this regulation, when this shareholder or people related to this shareholder is a partner of contract .
b. Buying shares of this shareholder or of people is related to this shareholder.
4. All regulations and issues considered meeting have to be discussed and voted at General Assembly of Shareholders .
Point 19. Vested with authority representatives
1. Shareholders having rights to attend lawfully General Assembly of Shareholders can directly attend or vest their representative with authority to attend.In case of having more than one representative vested with authority , the number of shares and votes of each representative should be concretely identified.
2. Vesting representative with authority to attend General Assembly of Shareholders has to be written in document followed the Corporation’s form and should have signature according to rules below:
a. If individual shareholder is vest person , signature of this shareholder and vested person are needed .
b. If vested people are organization , signature of vesting representative with authority , lawful representative of shareholder, seal of organization and of vested person with authority are needed.
c. In other cases , there must have signature of lawful representative of shareholder and of vested person. Person who is vested with authority to attend General Assembly of Shareholders has to give vesting document(original one) before entering meeting room.
3. Except for lawyer being on behalf of vested person signing on representative appoint paper , appointing representative in this case is considered valid if the representative appoint paper is shown together with vested letter or legal copy to lawyer ( if it has not been registered to the Corporation before).
4. Except for case that is ruled at Term 3 of this Point , voting of vested person with authority in scale of being vested is still valid when it happens in one of cases below:
a. Vested person dies, is in limit of civil behaviour ability or lose civil behaviour ability.
b. Vested person abolishes vested appoint.
c. Vested person abolishes competence of vested person.This term will not be applied in case of the Corporation receive announce about one of the events over 48 hours before opening ceremony time of General Assembly of Shareholders or meeting called.
Point 20. Changing rights
1. All decisions of General Assembly of Shareholders ( in cases ruled at 18.2 related to share capitals of the Corporation that are divided into kinds of different shares) about changing or abolishing special rights related each kind of share will only be approved when there is unanimity in document of people owning at least 75% of voting right of issued shares.
2. Holding the above meeting is valid when there are at least 2 shareholders ( or their vested representative) and when owning at least one third of value of those kinds of shares issued. In case of not having enough the above members , meeting will be reheld within 30 days later .The meeting is considered enough the number of members when the owners of this kind of shares ( not depend on the number of people and shares) are directly present or through vested representative.At the above separate meetings, the owners of the kind of shares being directly present or through representative can ask to ballot and each ballot person has a vote for each kind of possesive share.
3. Procedure for separate meeting like that is executed similar to rules at Point 22 and 24 of this regulation .
4. Except for case in which points of issuing shares have other rules, special rights attached to kinds of shares that have prior rights to some or all issues related sharing profits or properties of Company will never be changed when Company issues an additional of same kinds of shares.
Point 21.Convoking meeting for General Assembly of Shareholders , meeting program and announcement to meeting for General Assembly of Shareholders.
1. That Board of Directors convoking General Assembly of Shareholders meeting or General Assembly of Shareholders is called is according to rules at Point 17.4b or 17.4c of this regulation .
2. Person who convokes General Assembly of Shareholders meeting has to executes duties below:
a.Preparing for list of shareholders who have enough conditions to take part in and vote at General Assembly within 30 (thirty) days before the opening day of General Assembly of Shareholders ,meeting program and documents that are ruled at Law and rules of the Corporation.
b. Giving time and place of meeting.
3. Announcement of General Assembly of Shareholders meeting has to include meeting program and related information about issues that will be discussed and voted at meeting.For shareholders who save and sign shares, announcement of General Assembly of Shareholders meeting can be sent to saving and signing organization.It is also announced on mass media of Stock Exchange Committee/ Stock Exchange Center , on company’s website, on a government newspaper or local newspaper where company headquarters.For shareholders who have not saved and signed shares, announcement of General Assembly of Shareholders meeting can be sent to shareholders by giving or sending by guarantee post to address that registers shareholder or to address that shareholder gives to serve sending information.In case of shareholder informing the corporation in document of fax number or e-mail address, announcement will be sent to this address.In case of shareholder working in company , announcement may be kept in tight envelope and given to them.The announcement has to be sent early at least 15 days before the meeting day ( it is accounted from the day when announcement is sent legally, paid fee or put on letter box).In case of the Corporation having website, announcement has to be announced on website of the Corporation together with sending announcement.
4. Shareholders and groups of shareholders in Point 15.3 of this regulation have rights to raise issues that are given to General Assembly of Shareholders meeting.Raising must be in document and given to the Corporation early at least 3 days before the open day .Raising must include name and surname of shareholder, quantity and kind of stock they are keeping , number and day that register in the Corporation and content of request.
5. Person who convokes General Assembly of Shareholders meeting only refuses raising related to Term 4 of Point 21 in some cases:
a.Raising is sent on time or not full , not right content.
b.At time of raising, shareholders and groups of shareholders do not have enough at least 5% primary shares in successive time of at least 6 months.
c. Raising issue is not in decisive authority scale of General Assembly of Shareholders.
6. General Assembly has to prepare resolution draft for each issue in meeting program.
7.In case of all shareholders representing for 100% the number of shares having rights to directly vote to attend or through vested representative at General Assembly of Shareholders meeting, decisions approved by General Assembly of Shareholders are considered legal even in when convoking General Assembly of Shareholders does not follow the right procedure or praising content is not in program .
Point 22. Conditions to have General Assembly of Shareholders meeting
1. General Assembly of Shareholders has to be executed when the number of shareholders representing for at least 65% shares have right to vote.
2. In case of not having enough the quantity of necessary members within 30 minutes since setting opening time , meeting has to be re-convoked within 30 days since the day that is intended to be the first General Assembly of Shareholders meeting. General Assembly of Shareholders is re-convoked only when attending members are shareholders and vested representative with authority representing for at least 51% shares have right to vote.
3. When the second meeting is not convoked because of not enough necessary members within 30 minutes since setting opening time .The third meeting can be convoked within 20 days since the second intended meeting day.In this case, meeting that is executed is not up to quantity of shareholder or attending vested representative.This meeting is considered legal.It has right to decide all issues that the first General Assembly of Shareholders may approve.
4.According to request, Chairman of General Assembly of Shareholders has right to change meeting program that is enclosed meeting announcement as rule of Point 21.3 .
Point 23. The way to have meeting and vote at General Assembly of Shareholders
1. On the day of holding General Assembly of Shareholders , Company has to complete procedure of registering shareholders .It has to register until shareholders having right to attend all register.
2. When registering shareholders, the Corporation will give each shareholder or vested representative one vote card.On this card, there are registering number, number and surname of shareholder and of vested people and the number of vote for this shareholder.When executing voting at meeting ,first, cards for voting are got back , cards for opposing are got back later.Finally, they count the total cards for voting or opposing to decice.The total of cards for voting , opposing for each issue or blank vote will be announced by chairman after voting this issue.Meeting itself will choose people who are responsible for checking vote and observing checking among members.Chairman will choose if meeting does not do.The number of checking members is not over three people.
3. Shareholder attending General Assembly of Shareholders late has right to register and take part in and vote in meeting.Chairman has no right to stop meeting for late shareholder to register.Valid of voting times before late shareholder will not be affected.
4. General Assembly of Shareholders is held by Chairman of Board of Directors.If Chairman of Board of Directors is absent, Deputy Chairman of Board of Directors or person appointed by will hold this meeting.If no one among them can hold, the present highest member of Board of Directors will hold to elect Chairman of Board of Directors.Chairman is not necessary to be a member of Board of Directors.Chairman or Deputy Chairman or Chairman elected by General Assembly of Shareholders appoint a secretary to make a report.In case of electing Chairman , Chairman’s name and vote for approving him must be declared.
5. Chairman’s decision about the order , procedure or arising events out of program of General Assembly of Shareholders will be the most decisive.
6. Chairman of General Assembly of Shareholders can postpone meeting even in case of having enough necessary votes until another time and place decided by Chairman without getting ideas of meeting if he considers that: (a) attending members do not have convenient seats at meeting , (b) behaviour of present people make disorder or may make disorder at meeting or (c) postponing is necessary for works of meeting to be executed legally.In addition, Chairman of General Assembly can postpone meeting when having approval or request of General Assembly of Shareholders that has full of attending members.The maximum postpone time is not over 3 days since intended open day.The reheld meeting only examines issues that should have been solved legally at last postponed meeting.
7. If Chairman postpones or stops General Assembly of Shareholders contrary to Term 6 Point 23, General Assembly of Shareholders elects another Chairman among attending members to replace present Chairman until meeting ends.Valid of voting at meeting is not affected.
8. Chairman of General Assembly or Secretary can execute works that they consider necessary to legally control General Assembly of Shareholders in order or to reflect desire of of most attending members.
9. Board of Directors can ask shareholders or vested attending representative to be in checking or security measures that they consider them reasonably.If shareholder or vested representative does not obey , after examining carefully, Board of Directors can refuse or expel this shareholder or representative.
10. After examining carefully, Board of Directors can execute measures that they consider them reasonably to:
a. Adjust the number of present members at main place of General Assembly of Shareholders .
b. Assure safety for present member .
c. Create conditions for shareholder to take part in meeting. Board of Directors has rights to change these above measures and apply all measures if it is necessary.Applying measures may be giving entering paper or using other choosing forms.
11. In case of General Assembly of Shareholders applying these above measures , when defining concrete place for meeting, Board of Directors can :
a. Inform that meeting will be execute at the place that is written on announcement and Chairman will be present there (“the main place for meeting”).
b. Organize , hold for shareholders or vested representative who do not attend as this Point or people like to attend another place compared with the main place to concurrently attend meeting.
It is unnecessary to present organizational measures in detail on announcement about organizing meeting according to this Point.
12. In this Point ( except for situation gives another request) , every shareholder will be considered to be taken meeting at the main place of meeting.
The Corporation has to hold General Assembly of Shareholders at least once every year.Annual General Assembly of Shareholders is not held in form of getting through document.
Point 24. Through decision of General Assembly of Shareholders
1. Except for case that is ruled in Term 2 of Point 24, decisions of General Assembly of Shareholders about these below issues will be passed when from 65% and over of the total votes of shareholders having right to vote are present or through vested representative present at General Assembly of Shareholders .
a. Through annual financial reports.
b. long-term and short-term plans of Company.
c. Voting , abolishing and replacing member of Board of Directors and Controlling Committee.Approving Board of Directors appointing CEO.
2. Decisions of General Assembly of Shareholders related to changing and adding Point, sold kind and quantity of shares,merging, reorganizing and dissolving, exchange for selling the properties of the Corporation, branches or buying exchange done by the Corporation or branches worth from 50% and over of the total properties of the Corporation, branches accounted according to the lastest account inspect report will be passed when there is from 75% and over of the total votes of present shareholders having rights to directly vote or through present vested representative at General Assembly of Shareholders.
Point 25. Authority and way to get shareholder’s idea through document to pass decision of General Assembly of Shareholders.
Authority and way to get shareholder’s idea through document to pass decision of General Assembly of Shareholders are executed according to these rules below:
1. Board of Directors has rights to get ideas of shareholder in document to pass decision of General Assembly of Shareholders whenever it is necessary for Company’s sake.
2. Board of Directors has to prepare getting idea sheet , draft of decision of General Assembly of Shareholders and documents explaining the draft.They have to be guarantee sent to current address of each shareholder.
3. Getting idea sheet has to have main contents:
a. Name, address of the main headquarters, number and date of geeting business registration Certificate, place of company’s registration business
b. Section of getting idea.
c. Name, surname,current address, nationality,number of identity card, passport or legally individual certificate if shareholder is individual;name, surname,current address, nationality,number of establishing decision or number of registration business of shareholder or vested representative if shareholder is organization;quantity of shares of each kind and of shareholder’s voting ;
d. Issues that need to get idea to pass decision;
e. Voting measures consisting of approving, opposing and no idea;
f. Time that getting idea sheet that has already answered should be sent to company ;
g. Name, surname , signature of Chairman and legal representative of the Corporation.
4. Getting idea sheet that has already answered must have signature of shareholder ( if shareholder is individual) ,of vested representative with authority or legal representative (if shareholder is organization)
Getting idea sheet sent to the Corporation must be kept in tight envelope and not allowed to be opened before checking vote. Getting idea sheet sent to the Corporation after time of getting idea sheet content or being opened is not legal.
Point 28. Composition and term of member of Board of Directors
1. The minimum and maximum of members of Board of Directors is 5 (five) and 11 (eleven) respectively.The number of members of Board of Directors is decided by General Assembly of Shareholders at General Assembly of Shareholders meeting .The number of members of Board of Directors of the first term is 7. The length of term of Board of Directors is 5 (five) years.Term of member of Board of Directors is not over 5 (five) years.They can be re-elected with unlimited term. The total number of members of independent Board of Directors that does not manage has to account for one third of the total number of members of Board of Directors.
Board of Directors of term that has just run out continues to operate until new Board of Directors is elected and takes over its duties.
2. Members of Board of Directors are elected by found shareholders with share owning rate of each found shareholder. Found shareholders have rights to merge share owning rate to elect members of Board of Directors.
3. Shareholders owning at least 5% have rights to merge the number of vote right of each person to elect members of Board of Directors. Within at least successive 6 months,shareholders or groups of shareholders owning from 5% to below 10% of shares, from 10% to below 30% ,from 30% to below 50%, from 50% to below 65% have rights to vote can elect 1, 2, 3, 4 member(s) respectively.If it is from 65% and over, they can elect enough number of members.
4. When the number of members of Board of Directors by electing and standing as a candidate members is not still necessary quantity, Present Board of Directors can appoint or hols an electing organization according to mechanism set by Company. Electing mechanism or the way in which Present Board of Directors appoint members of Board of Directors must be announced clearly.It must be approved by General Assembly of Shareholders before starting electing.
5. They will not be as Members of Board of Directors in some cases:
a. This member does not have status to be members of Board of Directors according to rules in Law of business or he is forbidden to be members of Board of Directors.
b. This member sends resign petition in document to headquarters of the Corporation.
c. This member is in mental disorder and other member has specialized evidence to prove that he has no ability of civil behaviours.
d. This member is absent .He does not take part in successive Board of Directors meeting within 6 (six) months .In this time, Board of Directors does not allow him to be absent and claims that his status is left.
e. This member is dismissed by Board of Directors according to decision of General Assembly of Shareholders .
6. Board of Directors can appoint new member of Board of Directors to replace the left position .The new member must be accepted at the next General Assembly of Shareholders .After being accepted, appointing new member is valid since the day he was appointed.
7. Appointing members of Board of Directors must be announced according to rules of Law of stock and stock exchange.
8. Members of Board of Directors is not necessary to be owner of the Corporation’s shares.
Point 29. Authority and duties of Board of Directors.
1. Business Operation and works of the Corporation must be managed and controlled by Board of Directors. Board of Directors has full authority to execute the right of naming the Corporation except for competence of General Assembly of Shareholders .
2. Board of Directors is responsible for CEO and other managerial staff.
3. Authority and duties of Board of Directors are ruled by Law, Point , inside regulations and decision of General Assembly of Shareholders . Board of Directors has authority and duties :
a. Deciding developing plans for business manufacture and annual budget.
b. Defining operating aims based on strategic aims passed by General Assembly of Shareholders .
c. Appointing and dismissing managerial staff of the Corporation according to CEO’s request and deciding their salary.
d. Deciding organizational structure of the Corporation.
e. Solving complaints of the Corporation for managerial staff as well as deciding to choose representative of the Corporation to solve problems related to legal procedures that oppose to that managerial staff.
f. Proposing kinds of stock that can be issued and total of stocks that are issued in each kind.
g . Proposing issuing bond , transferring from bond to stock , rights that allow owner to buy stock with price level ruled before.
h. Deciding price of buying bond , stock and transferred stock.
i. Appointing, dismissing CEO or managerial staff or representative of the Corporation when it is for the supreme sake for the Corporation.Dismissing must not be contrary to rights according to contract of dismissed people ( if have).
j. Proposing level of annual share profit and defining level of current share of profit, organizing paying share profit.
k. Proposing to have re-structure or dissolving the Corporation.
4. These below issues must be ratified by Board of Directors:
a. Forming branches or representative offices of the Corporation.
b. Forming subsidiary companies of the Corporation.
c. In scale of Point 108.2 Law of business and except for situation at Point 120.3 Law of business that is ratified by General Assembly of Share holders,at each situation , Board of Directors decides to execute, correct and abolish big contracts of the Corporation ( consisting of contracts of buying , selling , merging, controlling company and joint- venture)
d. Appointing and dismissing people that are vested with authority as commercial representative and lawyer of the Corporation.
e. Asking for loans and mortage, assuring ,acting as a guarantee and compensating of the Corporation.
f. The invest amounts that are not in business plans and the invest amounts that are over 10% of planned value and annual business budget.
g. Buying anf selling shares of different companies are formed in Vietnam or foreign countries.
h. Valuing properties that is contributed to the not by money relates to issuing stock or bond of the Corporation , consisting of gold, right to own real estates, intelligence, technology and technology secret.
i. The Corporation buys or takes back each kind of stock not over 10%.
j. Problems of business or exchange that Board of Directors’ decisions need to be accepted in scale of its authority and responsibility.
k. Deciding price level of buying or taking back shares of the Corporation.
5. Board of Directors has to announce General Assembly of Shareholders about its operation, such as observing of Board of Directors to CEO and other managerial staff in financial year.If Board of Directors does not show report of operation to General Assembly of Shareholders , annual financial report of the Corporation will be considered unvalued and not be passed by Board of Directors.
6. Except for law and regulation having other rules , Board of Directors may vest junior staff and representative managerial staff on behalf of the Corporation to solve works .
7. Members of Board of Directors are given for their jobs as members of Board of Directors.The total of for Board of Directors will be decided by General Assembly of Shareholders.This honoraria will be divided to members of Board of Directors under agreement in Board of Directors or equally divided if they do not reach agreement.
8. The total of for Board of Directors must be written in detail in annual report of the Corporation.
9. Members of Board of Directors holding managerial status ( Chairman or Deputy Chairman ), or members of Board of Directors that work at some positions of Board of Directors or do different jobs that Board of Directors considers it out of annual duty scale of member of Board of Directors in Board of Directors’ view may be given an additional honoraria in an amount of all-in wage for each time, salary, tip, percentage of profits or in another form according to decision of Board of Directors.
10. Members of Board of Directors have rights to be paid all fee for transportation, eating , accomodation and other reasonable fees that they have to pay when being Members of Board of Directors consisting of arised fees in taking part in meetings of Board of Directors ,or some positions of Board of Directors or General Assembly of Shareholders.
Point 30. Chairman , Deputy Chairman of Board of Directors.
1. General Assembly of Shareholders or Board of Directors has to choose to appoint a Chairman and Deputy Chairman among members of Board of Directors . Chairman holding CEO concurrently is ratified annually at annual General Assembly of Shareholders.
2. Chairman is responsible for convoking and holding General Assembly of Shareholders and meetings of Board of Directors.He concurrently has other rights and duties at this regulation and Law of business. Deputy Chairman’s rights and duties are as same as Chairman’s when Chairman vests Deputy Chairman with authority, but only when Chairman informs Board of Directors that he is absent or has to be absent with unavoidable reasons or he loses ability to do his duty.In this case, if Chairman does not ask Deputy Chairman to do like that, members left of Board of Directors will do.If Chairman and Deputy Chairman cannot do their duties temporary with some reasons, Board of Directors will appoint another person among them to do duty of Chairman according to over-half rule .
3. Chairman of Board of Directors must be responsible for assuring that annual financial report, operation report of company , report of inspecting account and checking report were sent by Board of Directors to shareholders at General Assembly of Shareholders.
4. If both Chairman and Deputy Chairman resign or being dismissed, within 10 days, Board of Directors has to elect people to replace them.
Point 31. Meetings of Board of Directors.
1. The first meeting of Board of Directors term to elect Chairman and to give other competent decision must be executed in limit time of 7 (seven) days since the day that ends election of Board of Directors of this term.This meeting is convoked by member that has the highest number of votes.In case of more than one member have that has the equal of the highest number of votes , the meeting is held according to majority principle .One of them convokes Board of Directors meeting .
2. Regular meetings .Chairman has to convoke Board of Directors meetings , set meeting program , time and place of meeting early before expected meeting day at least 7 days.He may convoke whenever it is necessary, but meeting must be held at least once each quarter.
3. Unannual meetings. Chairman has to convoke Board of Directors meetings.He is not allowed to delay it if he does not give reasonable reasons. Unannual meetings are convoked when one of these below people request in document in which meeting’s purpose and issues that need to be discussed:
a. CEO or at least 5 (five) other managerial staff;
b. At least 2 members of Board of Directors;
c. Chairman ;or
d. The majority of members of Controlling Committee.
4. Unannual meetings in Term 3 of this Point must be executed in limit time of 15 days after meeting offer.If Chairman does not agree to provoke meeting , he must be responsible for damages for the Corporation.People who offer to convoke meeting in Term 3 of this Point can convoke meeting by themselves.
5. In case of having request of independent inspector of accounts, Chairman has to convoke Board of Directors meeting to discuss account inspect report and situation of the Corporation.
6. Meeting place: Board of Directors meetings will be held in where the Corporation register or at other places in Vietnam or in foreign countries according to decision of Chairman and approval of Board of Directors.
7. Announcement and meeting program: Board of Directors meeting announcement must be early sent to members of Board of Directors at least 5 days before holding a meeting.Members of Board of Directors can refuse this announcement in document and this refusal has retroactive effect.. Announcement about Board of Directors meeting will be written in document in Vietnamese.It must inform program, time and place of meeting.It must be attached necessary documents about issues that will be discussed and voting at Board of Directors meeting and votes for members of Board of Directors who cannot attend meeting.
Meeting announcement is sent by post, fax, e-mail or other media but it must be safely sent to address of each members of Board of Directors which are registered at Company.
8. The minimum number of members.Meetings of Board of Directors are only held and passed decisions when three five of members of Board of Directors are directly present or through representative.
a. Except for rule in Term 9.b of this Point, each member of Board of Directors or direct vested person with authority who is present as individual at Board of Directors meeting will have one vote.
b. Member of Board of Directors who himself or anyone who relates to this member has sake that may be contrary to the Corporation’s sake are not allowed to vote about contracts , exchange or offer.One member of Board of Directors is not accounted in the necessary minimum number of attending members to hold a Board of Directors meeting about decisions that that member has no right to vote.
c. According to Term 9.d of this Point , when arising problems from Board of Directors meeting which relate to level of sake of Board of Directors member or voting right of member are not solved by voluntariness to reject voting right of member of Board of Directors ,these problems will be sent to Chairman of meeting .Chairman’s decision related to all other members of Board of Directors is a final decision, except for case of property or sake scale of related member of Board of Directors that have not been announced appropriately yet.
d. Member of Board of Directors receiving sake from a contract according to Point 37.4.a and 37.4.b of this regulation is considered to have considerable in this contract.
10. Publicizing sake:Member of Board of Directors who directly or indirectly receiving sake from a contract or exchange that has been registered or been going to register to the Corporation and knows that he has sake from this contract has to publicize this sake’s property and content at meeting where Board of Directors examines registering contract or exchange for the first time, or this member may publicize this at the first meeting of Board of Directors that is held after this member knows that he has sake or sake for exchange or related contract.
11. Majority voting: Board of Directors passes resolutions and gives decisions by agreeing the majority members’ approving votes (over 50% ( fifty percent ) of the number of present members of Board of Directors.If the number of approving votes and of opposing ones are equal, Chairman’s vote is decisive vote.
12. Meeting held on telephone or by other ways: Board of Directors meeting can be held in conference way among members of Board of Directors when all or some of members are in different places with condition that each member who attends meeting can :
a. Listen to other member ‘s idea at the meeting ;
b. Simultaneously express his idea to all attending members of Board of Directors if he likes.
Exchanging among members can be directly executed on telephone or by other communication media or by a combination of all these ways.According to this Point, meeting attendance of each member of Board of Directors is considered present at meeting.A meeting that is held according to this Point is considered to be taken place at place where group of majority of Board of Directors members gather, of if there is not group like that, meeting is held at place where Chairman of meeting is present.
Passed- at - a - meeting decisions that are legally held on telephone will be valid after ending meeting but they must be stated by signatures of every attending member of Board of Directors in report .
13. Resolution in document: resolution in document is signed by all of members of Board of Directors:
a. Member who has right to vote at Board of Directors meeting;
b. Quantity of present members is not as much as the minimum quantity of members according to rule to hold Board of Directors meeting.
This kind of resolution has the same valid and value as resolution passed by members of Board of Directors at a regular meeting.Resolution can be passed by using many copies of the same report if each copy has at least one signature of member.
14. Reports of Board of Directors meeting .Chairman is responsible for sending reports of Board of Directors meeting to members.Those reports must be considered real evidences for works that were executed at meeting , except for opposing ideas about report’s content within 10 days from the time of sending. Reports of Board of Directors meeting must be written in Vietnamese and have all signatures of all attending members of Board of Directors.
15. States of Board of Directors . Board of Directors can form and vest with authority to states.Members of states can be one member or many members of Board of Directors and one or many outside members according to decision of Board of Directors.In process of executing authority that is vested, states must obey rules set by Board of Directors.Rules can adjust or permit to admit people who are not members of Board of Directors into the above states , and permit them to have right to vote as member of states , but rules (a) assure that the number of outside members is less than a half of total members of states and (b) that resolution of states is valid when the majority of members attending and voting at meeting of states are members of Board of Directors.
16. Lawful value of action. Actions that enforce decisions of Board of Directors ,or of states of Board of Directors ,or of person as member of states of Board of Directors are considered to have lawful value although voting, appointing member of states or of Board of Directors have mistake.
Point 32.Management system organization
The Corporation will promulgate a management system that is under control of the Corporation.
The Corporation has CEO, some Deputy Managing Directors and one Chief Account appointed by Board of Directors. CEO and some Deputy Managing Directors can be concurrently members of Board of Directors.They are appointed and dismissed by a resolution that are passed reasonably.
Point 33. Managerial staff
1. According to offer of CEO and agreement of Board of Directors, the Corporation will have fixed quantity and kinds of necessary or reasonable managerial staffs to do management structures and general rules of the Corporation that are proposed by Board of Directors. Managerial staff must have necessary industriousness so that the Corporation’s operations and organization gain set aims.
2. Salary, honoraria, sake and other terms in labour contract for CEO must be decided by Board of Directors.Contracts of other managerial staffs are decided by Board of Directors after Board of Directors gets CEO’s idea.
Point 34. Appointing, dismissing, duty and authority of CEO.
1. Appointing. Board of Directors will appoint a member in Board of Directors or another person to be CEO . Board of Directors will sign contract to rule salary, honoraria, sake and other terms related to recruitment.Information about CEO’s salary, grant and sake must be informed at annual General Assembly of Shareholders and in annual report of the Corporation.
2. Term.Term of CEO is 5 years except for Board of Directors having other rules.He can be re-appointed.Appointing may out of valid according to rules at labour contract.CEO must not be person who is banned to be in this status such as juvenile, person who has not enough behaviour ability , person who was put in jail, person with death sentence, military force official, government officials and person who was sentenced for making his company bankrupt.
3. Authority and duty.
CEO has authority and duties:
a. Executing resolutions of Board of Directors and of General Assembly of Shareholders, plans of business and investment of the Corporation that Board of Directors and of General Assembly of Shareholders pass;
b. Deciding all problems without resolutions of Board of Directors.All problems are signing financial and commercial contracts ,organizing and controlling daily business producing operations of the Corporation on behalf of the Corporation ;
c. Petitioning quantity and kinds of managerial staff that the Corporation needs to hire so that Board of Directors appoints or dismisses if necessary to apply operations as well as good management systems proposed by Board of Directors, consulting Board of Directors to decide salary, honoraria , sakes and other terms of labour contract of managerial staff.
d. Consulting Board of Directors’ idea to decide quantity of labourers, salary, grant , sakes,appointing, dismissing and other terms related to their labour contracts.
e.On annual December 1st , CEO must present to Board of Directors business plan ratification in detail for the next financial year on base of meeting requests of suitable budget as well as 5-year- financial plan.
f. Enforcing annual business plan that are passed by General Assembly of Shareholders and Board of Directors
g. Proposing measures to improve operations and management of the Corporation.
h. Preparing long-term , annual and monthly estimating report of the Corporation to serve long-term , annual and monthly management operation of the Corporation according to business plan.Annual estimating reports (consisting of account balance sheet, business manufacture operations report and estimating currency circulation report) for each financial year will be presented to be passed by Board of Directors.They consist information ruled at regulation of the Corporation.
i. Executing all other oprations according to rules of this point and regulation of the Corporation, resolutions of Board of Directors, CEO’s labour contract and law.
4. Making a report to Board of Directors and shareholder.CEO is responsible with Board of Directors and General Assembly of Shareholders for executing duties and authority that are given and inform to these agencies when being requested.
5. Dismissing. Board of Directors can dismiss CEO when from two three of members of Board of Directors appove (in this case, vote of CEO is not counted) and appoint a new CEO to replace.Dismissed CEO has rights to oppose this dismissing at the next earliest General Assembly of Shareholders.
Point 35. Secretary of the Corporation.
Board of Directors will appoint one ( or some people) to be Secretary of the Corporation with term and rules according to decision of Board of Directors. Board of Directors can dismiss Secretary of the Corporation if it is necessary but dismissing is not contrary to rules of current labour law. Board of Directors can also appoint one or some Assistants of Secretary of the Corporation according to each time.Roles and duty of Secretary of the Corporation consist of :
a. Holding meetings of Board of Directors, of Controlling Committee and of General Assembly of Shareholders according to request of Chairman or of Controlling Committee.
b. Making meeting reports
c. Consulting about procedures of meetings.
d. Providing financial information, copy of Board of Directors meeting report and other information to members of Board of Directors and Controlling Committee.
Secretary of the Corporation is responsible for keeping information in secret according to rules of law and regulations of the Corporation.
Company Secretary is responsible for keeping information confidential in accordance with law and the charter of the Corporation.
Point 36. Careful responsibility of members of Board of Directors, CEO and managerial staff.
Members of Board of Directors, CEO and managerial staff are faithfully responsible for executing their duty, even duties as members of states of Board of Directors because these people are thought to need to be careful and for the Corporation’s sake when being in this status or similar situations.
Point 37. Faithful responsibility and avoiding conflicts about rights
1. Member of Board of Directors, CEO and managerial staff are not permitted to use business chances that bring sake to the Corporation for his individual purpose.Simultaneously, they are not allowed to use gotten information from his status to get his private sake or serve sake of any organization or indivudual.
2. Member of Board of Directors , CEO and managerial staff have duty to inform Board of Directors about sake that they can receive through economic legal entity, exchanges or other individuals can make conflicts.These people can only use those chances when member of Board of Directors who do not have this related sake decides not to investigate this problem.
3. The Corporation is not allowed to issue loans , guarantee or credit for members of Board of Directors,CEO, managerial staff and their families or legal entity who have financial sakes ( except for General Assembly of Shareholders has other decisions).
4. Contract or exchange between the Corporation and one or many members of Board of Directors, CEO, managerial staff ; or people related to them ;or company, opponent, association that one or many members of Board of Directors, managerial staff or people related to them are member or relate to financial sake, will not be counteracted with these above relations ,or with member of this Board of Directors or managerial staff who are present or attend related meetings, or Board of Directors or that state which allows to execute contract or exchange if:
a. For contract worth from below 20% of the total value of properties written in the latest financial report , important elements about contract or exchange as well as relations and sake of managerial staff or of member of Board of Directors are informed to Board of Directors or related states.Simultaneously, Board of Directors or that related state permits to do contract or exchange faithfully by most of approving votes of members of Board of Directors who have no related sake; or
b. For contract worth over 20% of the total value of properties written in the latest financial report , important elements about contract or exchange as well as relations and sake of managerial staff or of member of Board of Directors are informed to shareholders who have no related sake to vote about this problem .Those shareholders vote to approve this contract or exchange.
c. That contract or exchange is considered to be equal and reasonable on every aspect that relates to shareholders of company at exchange time by a independent consult organization; or this contract is allowed to be executed, passed or ratified by Board of Directors or a state of Board of Directors.
Member of Board of Directors, CEO, managerial staff or their related people are not allowed to buy or sell or do exchange shares of the Corporation or Subsidiary Company of the Corporation in any form at the time they have sure information that will cause effects on this share’s price while other shareholders do not know this information.
Point 38. Responsibility for damages and compensation
1. Responsibility for damages:Members of Board of Directors,CEO and managerial staff who violate duty of working faithfully and not finishing their own duty with carefulness, studiouness and specific ability will be responsible for damages caused by their own violating actions.
2. Compensation:The Corporation will compensate for some subjects that are ruled at the above term 1 if that person were, are and will be in risk to become a related side in complaints,lawsuits, that were, are and can be executed although it is civil and admministrative problem (not lawsuits that the Corporation executes or are under the Corporation’s suing right); or if that person was or is a member of Board of Directors, managerial staff, official or a company’s vested representative with authority (or Subsidiary Company of Company);or that person was or is doing company’s request (or Subsidiary Company of Company) as a member of Board of Directors, managerial staff, official or a company’s vested representative with authority,opponent,joint-venture, truster or other legal entity.Fees that are compensated consists of :arising fees (even fee for hiring lawyer),fee for sentence, sums of fine, sums that must to pay arisings in reality or is reasonably considered when solving these problems in permit-law scope with condition that that person has faithful , careful and studious actions and has specialized ability that he believes that it is for the Corporation’s sake or not against the Corporation’s sake on base of obeying law and not recognizing or confirming that that person violates his responsibility.The Corporation has right to buy insurance for these people to avoid these above-mentioned compensation responsibility .
Point 39. Members of Controlling Committee
1. The quantity of members of Controlling Committee is 3 . In Controlling Committee, there is at least one member who specializes in account finance. He must not be an official in account department and finance of the Corporation.He must not be also a member or official of independent account company that is doing account checking about financial reports of company. Controlling Committee has to appoint a member that is a shareholder of the Corporation Department Manager. Controlling Department Manager has rights and responsibility :
a. Convoking Controlling Committee meeting in his capacity as Controlling Department Manager.
b. Asking the Corporation to provide related information to inform members of Controlling Committee.
c. Making and signing report of Controlling Committee when report is reference idea of Board of Directors to present to General Assembly of Shareholders.
2. Shareholder owning less than 10% share can collect votes together to appoint candidate to Controlling Committee.Shareholder or group of shareholders owning below 10%, from 10% to below 30%, from 30% to below 50%, from 50% to below 65% share who has right to vote in at least successive 6 months can appoint one candidate,two , three, four candidates respectively.If they own over 65%, they can appoint enough candidates.
3. Members of Controlling Committee are appointed by General Assembly of Shareholders.Term of Controlling Committee is not over 5 years.Members of Controlling Committee can be re-appointed with the unlimited number of term .
4. They are no longer in their capacity as members of Controlling Committee in some cases:
a. This member is forbidden to be a member of Controlling Committee by law.
b. This member resigns by an announcement report that is sent to Company’s headquarters .
c. This member is in mental disorder.Other members of Controlling Committee have specialized evidence to prove that he loses behaviour ability.
d. This member does not attend successive meetings of Controlling Committee within successive 6 months and in the time when does not permit him to be absent . Controlling Committee decides that his position is left.
e. This member is dismissed according to decision of General Assembly of Shareholders.
Point 40. Controlling Committee
1. The Corporation must have Controlling Committee. Controlling Committee have authority and responsibility ruled at Point 123 of Law of business and this point.They are :
a. Proposing to choose independent account company , fee level of account and every matter related to withdrawing or dismissing of independent account company.
b. Discussing with independent inspector of accounts about character and account scale before inspecting account.
c. Offering idea of independent professional consultant or consulting about law and, with suitable specialized ability , guaranteeing participation of experts outside company into the Corporation’s works if it is necessary.
d. Examining annual, half-year and every-three-month financial reports before presenting to Board of Directors.
e. Discussing about existing difficult problems that were found from middle-term or final-term account results as well as every problem that independent inspector of accounts wants to discuss.
f. Examining management letter of independent inspector of accounts and respond idea of management department of the Corporation.
g. Examining company’s reports about system of interior control before Board of Directors accept, and
h. Examining interior investigating results and respond ideas of management department
2. Members of Board of Directors ,CEO and managerial staff must provide information and documents related to operations of the Corporation according to Controlling Committee’s request.Secretary of the Corporation must assure that whole copies of financial information and other information that are given to members of Board of Directors and copies of report of Board of Directors meeting will be given to members of Controlling Committee in the same time when these above-mentioned document are given to Board of Directors.
3. After consulting with Board of Directors, Controlling Committee can issue rules about meetings and operating ways of Controlling Committee. Controlling Committee must hold meeting at least twice a year and the quantity of attending members is at least 2 people.
4. The annual total honoraria for members of Controlling Committee is decided by General Assembly of Shareholders. Fees for transportation , hotel and arising reasonable fees of members of Controlling Committee when they attend Controlling Committee’s meetings or meetings that relate to business operations of company are also paid.
Poitn 41. Right to check books and files of the Corporation
1. Shareholder or group of shareholders that are mentioned in Point 28.6 and Point 40 of this regulation directly or through lawyer or vested person with authority have right to send request report in which they can check reports of General Assembly of Shareholders and copies or extract of files in working time and at main business address of shareholder list company.Checking request from representative lawyer or other vested representative with authority of shareholder must be attached with vested paper of shareholder that they represent or a notarized copy of this vested paper.
2. Members of Board of Directors, of Controlling Committee, CEO and managerial staff have right to check shareholder registration book of the Corporation, list of shareholders, books and other files of the Corporation about purposes related to their status in condition that these information must be kept in secret.
3. The Corporation has to save regulation and reports of editting and adding point, business registration Certificate, rules, files that prove property possessive right , reports of General Assembly of Shareholders meeting and Board of Directors meeting , reports of Controlling Committee, account books and any other document according to law at headquarters or in another place in condition that shareholders and business registration agency are informed the address where saves these documents.
4. Shareholders have right to see and read this regulation at office of the Corporation.This regulation must be on of the Corporation’s website.
Point 42. Political organization and political- social organization in the Corporation
1. Political organization and political- social organization in the Corporation operate in scale of Constitution ,law and regulation of its own organization that is suitable to law.
2. The Corporation respects , creates convenient conditions for labourers to form and join activities of organizations that are ruled at Term 1 this Point.
Point 43. Labourer in the Corporation
The Corporation has right to recruit ,employ and use labourer according to demands of business and manifacture.It has duty to guarantee labourer’s rights and sake according to Law of labour and regulation of interior management; and to execute system of social insurance, heath insurance and other insurance for labourer according to rules of law about insurance.
Point 44. Share profits
1. According to decision of General Assembly of Shareholders and rules of law, share profits are announced and paid from profit left of the Corporation , but they are not allowed to exceeded limit proposed by Board of Directors after consulting shareholders’ idea at General Assembly of Shareholders.
2. According to rules of Law of business, Board of Directors can decide to pay half-yearly share profits if they see that this paying is suitable to profitable ability of the Corporation .
3. The Corporation does not pay interest for the sum of money for share profit or the sum of paid money related to one kind of stock.
4. Board of Directors can ask General Assembly of Shareholders to pass total or partly paying of shae profits by concrete properties ( such as stock or bond that were issued by the Corporation and are fully paid ). Board of Directors is an agency to enforce this resolution.
5. In case of share profits or other sum of money related to a kind of stock that are paid by cash, the Corporation must pay by Vietnam Dong or by cheque or paying-money order by post to received shareholder’s address which was registered.In the last way of paying, if there is arising risk ( from shareholder’s address which was registered), that shareholder must be responsible.Besides, the sum of money for share profit or other sum of money which are paid by cash and relate to a kind of share can be paid transferring account in bank when the Corporation has already had detail information about shareholder’s bank in order to directly transfer account into shareholder’s account in this bank.When the Corporation has already transferred account according to detail information about bank which shareholder provides but this shareholder does not receive money , the Corporation must not be responsible for sum of money which the Corporation transferred to received shareholder.For share that is posted at Stock Exchange Department /Stock Exchange Center, paying share profits can be executed through stock exchange company or Save and Sign Center.
6. In case of having General Assembly of Shareholders’ acceptance, Board of Directors can decide and announce that owners of primary share are allowed to receive share profits by primary shares which replace share profits by cash.Additional shares to pay this share profit is written to be shares that fully pay selling money on base that value of shares paying share profit nust be equivalent to cash paying for share profits.
7. According to :aw of business, Board of Directors can pass resolution to rule a concrete day to be a day of locking business manufacture book of the Corporation.Based on that day , people who register as a shareholder or owner of other stock have right to receive share profits , interest , divided profit , share , announcement or other document.This locking day can be on the same day or at the time before these rights are executed.It does not affect right of two side in exchange of transferring share or related share.
Point 45.Other problems that relate to distributing profits.
Other problems related to distributing profits are executed according to rules of law.
Point 46. Bank account
1. The Corporation will open account at bank(s) that are permitted to operate in Vietnam.
2. According to early acceptance of competent agency, in necessary case, the Corporation can open account at banks in foreign countries according to rules of law.
3. The Corporation will execute all terms of paying and account exchange through Vietnamese currency or foreign currency accounts at banks that the Corporation had opened account.
Point 47. Reserved fund for adding charter capital.
Annually, the Corporation will have extract a sum from profits after paying taxes into reserved fund to add charter capital according to rules of law.This extract is not allowed to exceed 5% profits after paying taxes of the Corporation and is extracted until reserved fund equal to 10% charter capital of the Corporation.
Point 48. Financial year
Financial year of the Corporation begins from 1st January Solar and finishs on December 31st of the same year.The first financial year begins from the day of issuing business registration Certificate and finishs on 31st December of the same year.
Point 49. Account system
1. Account system that the Corporation uses is Vietnam Account System (VSA) or any other system accepted by Financial Department.
2. The Corporation makes account books in Vietnamese.The Corporation will save account files according to kind of business operations that the Corporation takes part in.These files must be exact, latest, systematical and enough to prove and explain exchange of the Corporation.
3. The Corporation uses Vietnam dong as currency unit in account.
Point 50. Annual, half-yearly and every-quarter- report
1. The Corporation must make annual financial report according to rules of law as well as rules of Committee of Government Stock.Report must be checked according to Point 52 of this regulation .Within 90 days from finishing fianancial year, the Corporation must present annual financial report passed by General Assembly of Shareholders to competent taxes agency, Government Stock Committee, Stock Exchange Department/ Stock Exchange Center and business registration Agency .
2. Annual financial report must consist of business manufacture operation result report that faithfully and objectively reflects the Corporation’s situation of interests and loss in financial year; account balance sheet that faithfully and objectively shows the operation situation of the Corporation until the time when report is made; currency circulation report and explanation of financial problem.The Corporation is Mother company, there must have general account balance sheet about the Corporation’s working situation of the Corporation and Subsidiary companies at the end of financial year beside yearly financial report.
3. The Corporation must form half-yearly and every-quarter reports according to Government Stock Committee.These reports are given to Government Stock Committee and Stock Exchange Agency/ Stock Exchange Center.
4. Summary report of annual financial report that is account inspected must be sent to all shareholders and announced on daily local newspaper and government economic newspaper in three-successive number.If the Corporation has its own website,s financial reports that are account inspected, quarter report and six-month report of the Corporation must be announced on website.
5. Organizations and individual who are concerned have right to check and copy annual financial report that has been account inspected, six-month report and every-quarter report in woking time of the Corporation at its headquarters.They must pay reasonable fee for copying.
Point 51. Announcing information and announcement to public.
Annual financial reports and other documents must be announced to public according to rules of Government Stock Committee and sent to concerned taxes agency and business registration agency according to rules of Law of business.
Point 52. Account inspecting
1. At annual General Assembly of Shareholders ,an independent account inspect company that legally operates in Vietnam and accepted to account inspect posted companies and execute account inspect operations of the Corporation for the next financial year based on terms and agreed conditions with the Corporation by Government Stock Committee will be appointed .
2. The Corporation must prepare and send annual account inspect report to independent account inspect company after finishing each financial year.
3. Independent account inspect company examines, confirms and reports annual financial report that shows the Corporation’s incomings and outgoings , forming account inspect report and present this report to Board of Directors within 2 months since day finishing each financial year.Members of independent account inspect company who execute account inspect for the Corporation must be accepted by Government Stock Committee.
4. Each copy of account inspect for the Corporation will be sent with attachment of each annual account inspect report of the Cprporation.
5. Inspector of account who executes account inspect is allowed to attend all General Assembly of Shareholders and to receive other different information related to General Assembly of Shareholders that shareholders have right to receive and raise idea at meeting about problems related to account inspect.
Point 53. Seal
1. The Corporation has its own seal .The Corporation’s seal must be saved and restored at the Coporation’s headquarters.The seal’s form , content and using system are executed according to Government’s rules.
2. The seal is the Corporation’s property.The lawful representative of the Corporation must be responsible for using management’s seal according to law’s rules.In necessary situation , the Corporation can have the second seal if seal issue agency accepts.
Point 54. Ending operation
The Corporation can dissolve , be dissolved or end operation in some cases:
a. When ending the Corporation’s operation limit time, even after prolonging;
b. When Court announces the Corporation to bankrupt according to present law;
c. When dissolving ahead of limit time (even limit time that is prolonged) is decided by
General Assembly of Shareholders and executed by Board of Directors . Dissolving decision must inform or ask for competent agency’s acceptance (if it is compulsory) according to rules.
Point 55. Situation of getting stuck between members of General Assembly of Shareholders and shareholders
Except for this regulation having other rules, shareholders who own a half of circulating shares and have right to vote in electing members of Board of Directors have right to file a complaint to Court to ask for dissolving according to one or some bases:
1. That members of Board of Directors do not agree in managing the Corporation’s works leads the situation of not having necessary votes according to rules for Board of Directors operates.
2. Shareholders will agree if they do not get necessary votes according to rules to execute to elect members of Board of Directors.
3. There is disagreement inside Corporation and that two and some shareholders that are dissoved order dissolving to be a harmful measure for the whole shareholders .
Point 56. Liquidating
1. At least 6 months before ending the Corporation’s operating limit time or after having a decision of dissolving the Corporation, Board of Directors must form Liquidation Committee consisting of 3 members.Two members are appointed by General Assembly of Shareholders and one appointed by Board of Directors from a independent account inspect company. Liquidation Committee will prepare its operating regulation.Members of Liquidation Committee can be appointed among officials of company or independent experts.All fees related to liquidating will be taken priority to be paid the Corporation’s debts by the Corporation.
2. Liquidation Committee is responsible for informing Business Registration Agency about the foundation day and start-to-work day.From this time, on behalf of the Corporation , Liquidation Committee will execute works related to liquidating the Corporation before Court and administrative agency.
3. Money from liquidating will be paid in this order:
a. All fees for liquadating;
b. Salaries and insurance fees for officials and workers;
c. Taxes and sum of taxes money that company must pay for Government;
d. Loans (if have);
e. Other debts of the Corporation;
f. The left balance after paying all debts from (a) to (e) (above) will be divided to shareholders .Preferential shares (if have) will be taken priority to pay.
Point 57. Solving inside dispute
1. Case that arises dispute or complaint relates to the Corporation’s operation or shareholders’ rights arises from regulation or from any right or duty ruled by Law of businessor other laws or administrative rules between:
a. Shareholder and the Corporation; or
b. Shareholder and Board of Directors, Controlling Committee,CEO or high level managerial staff.
Related sides will try to solve dispute through negotiation and mediate .Except for disputethat relates to Board of Directors or Chairman , Chairman will hold solving dispute and ask each side to present realistic elements that relates to dispute within 30 days since the day when dispute arises.Case that dispute relates to Board of Directors or Chairman of Board of Directors, any side can ask or appoint a independent expert to execute as a referee for process of solving dispute.
2. In case of not getting mediating decision within 6 months from beginning process of mediating or decision of mediating intermediary that is not accepted by two sides, any side can present this dispute to Economic Referee or Economic Court.
3. Sides themselves will pay fee that relates to negotiating and mediating procedures.Fees for Court will be decided by Court.
Point 58. Adding and correcting regulation
1. Adding and correcting regulation must be considered and decided by General Assembly of Shareholders.
2. In case of having law’s rules that relates to the Corporation’s operation are not mentioned in this regulation or in case of having new rules of law that are contrary to rules of this regulation , these law’s rules are naturally applied to adjust the Corperation’s operation.
Point 59. Effective day
1. This regulation consisting of 23 chapters , 60 points is approved by General Assembly of Shareholders of VIETNAM ELECTRICITY CONSTRUCTION JOINT-STOCK CORPORATION at meeting that was held on January 29th 2007.
This regulation replacing Organization and Operation Regulation of the Corporation is passed by the first General Assembly of Shareholders on November 25th 2005.
2. This regulation is copied into ten (10) copies that has the same value , in which:
2.1. One (1) copy is given to local Government Notary Public’s Office.
2.2. Five (5) copies is registered at administrative office according to rules of People’s Committee of province and city;
2.3. Four (4) copies are saved at the Corporation’s Office.
3. This regulation is the only formal regulation of the Corporation.
4. Copies and extracts of the Corporation’s regulation that must have signature of Chairman or of at least 1/2 of total of members of Board of Directors and seal of the Corporation is valued./.
Point 60. Signature of founder-shareholders or presentative according to the Corporation’s law.
1. Ông Đặng Trọng Ngôn
2. Ông Đoàn Đức Hồng
3. Ông Lê Thanh Hồng
4. Ông Trương Phước Nghĩa
5. Ông Phan Anh Quang
6. Ông Nguyễn Tịnh
7. Ông Phan Trịnh Anh Tuấn