This Charter of Vietnam Electricity Construction Joint Stock Corporation (hereinafter referred to as “the Corporation”) is the legal basis for the entire operation of the Corporation, a Joint Stock Corporation which is converted into a joint stock corporation. owned by the State parent company, established and organized under the Enterprise Law. The Charter, regulations of the Corporation, Resolutions of the General Meeting of Shareholders and the Board of Directors, if duly approved in accordance with relevant laws, will be binding rules and regulations. to conduct business activities of the Corporation.
This Charter was approved by the General Meeting of Shareholders of Vietnam Electricity Construction Joint Stock Corporation at the 2015 annual meeting, held on May 25, 2015.
Chapter I. Definition of Terms in the Charter
Article 1. Definitions
1. In this charter, the following terms are construed as follows:
a. “Combination of Parent Company – Subsidiary”: means a combination of enterprises including Parent Company – Subsidiary and Associate Company as defined in Article 5 of this Charter;
b. “Parent company” is: Vietnam Electricity Construction Joint Stock Corporation;
c. “Board of Directors” means the Board of Directors of the Corporation;
d. “General Meeting of Shareholders” means the General Meeting of Shareholders of the Corporation;
e. “Charter capital” means the capital contributed by all Shareholders and specified in Article 8 of this Charter;
g. “Business area” means Vietnamese and foreign territories;
h. "Enterprise Law" is the Enterprise Law No. 68/2014/QH13 dated November 26, 2014;
i. “Date of Establishment”: is the date on which the Corporation is granted the Certificate of Business Registration;
k. “Law”: all legal documents specified in the Law on Promulgation of Legal Documents;
l. “Managers” means members of the Board of Directors, General Director, Deputy General Director, Chief Financial Officer, Chief Accountant and other officers appointed by the Board of Directors as managers. of the Corporation;
m. “Related person”: means an individual or organization defined in Article 4.17 of the Law on Enterprises;
n. “Operation term” means the term of operation of the Corporation as prescribed in Article 2.6 of this Charter.
2. In this Charter, references to one or more other regulations or documents including amendments or replacements;
3. Headings (chapters, articles of this Charter) are used for convenience in understanding the content and do not affect the content of this Charter.;
4. Words or terms defined in the Enterprise Law (if not inconsistent with the subject or context) shall have the same meaning in this Charter.
Chapter II. Name, form, head office, legal representative, subsidiary, branch, representative office and operation term of the corporation
Article 2. Name, form, head office, branch, representative office and operation term of the Corporation.
1. The name of the Corporation in Vietnamese is:
VIETNAM ELECTRICITY CONSTRUCTION JOINT-STOCK CORPORATION.
The name of Corporation in English is:
VIETNAM ELECTRICITY CONSTRUCTION JOINT-STOCK CORPORATION.
The abbreviation of the Corporation is: VNECO.
Our Logo :
2. The Corporation was established in the form of equitization of Electrical Construction Company 3 (State parent company) into a Joint Stock Corporation operating under the model of Parent company - Subsidiary;
The Corporation has legal status in accordance with the current laws of Vietnam.
3. The registered office of our Corporation is:
Address: 344 Phan Chau Trinh, Binh Thuan Ward, Hai Chau District, Da Nang City;
Phone : 0511.3562361 Fax: 0511.3562367
E-mail: firstname.lastname@example.org; email@example.com
Web site: www.vneco.com; www.vneco.com.vn
4. General Director is legal representative of the Corporation.
5. The Corporation may establish subsidiaries, branches and representative offices in the Business Area to fulfill the Corporation's objectives in accordance with the Resolution of the Board of Directors and within the extent permitted by law.
6. Except for termination of operation under Articles 53 and 54 of this Charter, the term of operation of the Corporation will start from the date of establishment and termless.
Chapter III. Objectives, scope of business and activities of the corporation
Article 3. Objectives and business fields of the Corporation
1. The Corporation's objectives are:
Building and developing the Corporation into a multi-industry production and business organization with financial potential and advanced technical and technological level to meet the requirements of building power grid systems and industrial works. and civil, power source projects and develop tourism-services business for the country.
Develop production, trade and service activities in the fields of business activities in order to maximize the possible profits of the Corporation for Shareholders, improve the value of the Corporation and constantly improve living conditions, working conditions, incomes for employees and fulfill obligations to the State budget.
2. Business fields of the Corporation:
– Construction and installation of power grid systems and power substations up to 500KV, power source projects, industrial and civil works, traffic and irrigation works, culture, sports, airports, harbors ;
– Electricity producing and business
– Design and manufacture steel structures, mechanical products and galvanized;
- Producing all kinds of materials, equipment, electrical accessories, centrifugal concrete electric poles and other concrete products; producing and trading all kinds of building materials; trading in interior and exterior decoration products, real estate business, housing services; petroleum business;
– Design, supply and install telecommunications system equipment, television, optical cable, telephone exchange, computer network, CCTV, audio equipment for conferences and seminars;
- Testing, adjusting and determining technical criteria of electrical equipment and electrical works;
– Investment consulting, construction consulting, including formulation and appraisal of investment projects; survey, measurement, planning design, work design; Project management consultancy; bidding consultancy and economic contract; consulting procurement of materials, equipment and technology;
– Import and export business: electrical supplies and equipment, construction materials, equipment and means of transport, construction motorcycles; technological lines and other industrial equipment;
– Training technical workers, experts, managers to serve the development needs of enterprises;
– Investment in independent power plants, housing development business and urban technical infrastructure, industrial parks, export processing zones, high-tech zones, new economic zones, eco-tourism zones;
- Financial investment;
- Mining, processing and trading in minerals;
- Business hotel, restaurant and tourism services, sports, entertainment; Business travel domestic and international;
- Cargo transport business, passenger transport business under contract;
- Repairing construction motorbikes and means of transport;
– Trading in and installing electrical, electronic, telecommunications and household electrical equipment;
- Trading in office equipment, sanitary equipment;
- Trading in confectionery, alcohol, beer and cigarettes produced domestically; cosmetics; trading in agricultural products, forest products, foodstuffs, handicrafts, wooden products; trading in personal and household goods;
– Office and business premises for lease;
- Doing business in other industries in accordance with the provisions of the Law.
Article 4. Scope of business and operation
1. The Corporation is allowed to plan and conduct all business activities in accordance with the Business Registration Certificate and this Charter and take appropriate measures to achieve the objectives of the Company. Corporations.
2. The Corporation may conduct business activities in other fields permitted by law and approved by the Board of Directors.
Chapter IV. Organizational model of the corporation (parent company) and its subsidiaries
Article 5. Organization and operation model of the Corporation
Vietnam Electricity Construction Joint Stock Corporation operates under the model of Parent Company - Subsidiary; in which: The parent company is the Corporation and has subsidiaries and affiliates which are: joint stock company, one member limited liability company and two or more member limited liability company which capital contribution of the parent company.
“Subsidiary” means any company in which the Corporation (i) owns more than fifty percent (50%) of the Charter capital or the total number of ordinary shares issued, or (ii) has have the right to directly or indirectly decide on the appointment of a majority or all members of the Board of Directors and the CEO, or (iii) have the right to decide on the amendment and supplementation of the charter of that company.
Article 6. Functions, obligations and powers of the Parent Company
The Corporation is the owner of the investment capital of the Parent Company in the Subsidiaries and affiliated companies and has the rights and obligations in accordance with the provisions of the Law, the Charter of the Parent Company and the Charter of the Subsidiaries. , Associated Company;
The parent company exercises the rights of shareholders through its representatives participating in the management of subsidiaries, affiliates; collect dividends from its capital contribution to the Company Subsidiaries and associates according to the proportion of capital contributed and the Parent Company is entitled to a part of income distributed by the Company. other resources of the parent company besides contributed capital;
The parent company develops strategies, long-term plans and annual business plans for the whole parent company-subsidiary complex; decide on the business coordination plan of the whole parent company-subsidiary combination;
Inspecting Subsidiaries and affiliated companies in the performance of contracts signed with the Parent Company;
The parent company appoints, changes, dismisses, rewards and disciplines, the representative of its contributed capital; Assign tasks and request his representative to consult the parent company before voting at the General Meeting of Shareholders, at the meeting of the Board of Directors on the business direction, strategy and plan; amending and supplementing the charter; increase or decrease in charter capital; profit sharing; decisions on investment, purchase/sale of assets of great value that need to be voted on by shareholders and members of the Board of Directors;
Inspect and supervise the representative in performing his/her functions and duties in accordance with the law and the parent company's charter;
To decide that Subsidiaries and affiliated companies may use the parent company's brand and logo to serve production and business activities;
To decide on investment and capital contribution to subsidiaries and affiliated companies in accordance with law;
The parent company exercises other rights and obligations in accordance with the law and this Charter.
Article 7. Functions, obligations and powers of Subsidiaries and affiliates
Subsidiaries and affiliated companies are organized and operate in accordance with the Law on Enterprises and the charter of the Member Company;
Objectives of business development strategy Subsidiaries and associated companies are consistent with the development strategy of the whole combination of Parent company - Subsidiaries;
Subsidiaries and affiliated companies are responsible for implementing the business cooperation plan of the Corporation;
Subsidiaries and affiliated companies are completely equal in their relationship with the Parent Company and the economic relations between the Parent Company and its members are done through economic contracts; The member company is responsible for the correct implementation of the terms specified in the contract;
Subsidiaries and affiliated companies register to use the parent company's trademark and logo in accordance with the provisions of the Corporation's Board of Directors and are responsible for building and protecting the brand in accordance with the Corporation's regulations;
Subsidiaries and affiliates are responsible for coordinating with the parent company on information, markets, scientific and technical research applications, technology, training and retraining of officers and employees. ;
In case of necessity, Subsidiaries and affiliated companies may receive a guarantee from the Parent Company to perform some business tasks beyond their capacity;
Subsidiaries and affiliated companies have other rights and obligations as prescribed in this Charter and the law.
Chapter V. Charter capital, shares, founding shareholders
Article 8. Charter capital, shares, founding shareholders
1. On the date of ratification of this Charter, the Charter Capital of the Corporation is VND 637,210,610,000 (Six hundred three seven billion, two hundred ten million six hundred and ten thousand dong). The Corporation's charter capital is divided into 63,721,061 shares (six three million seven hundred and twenty one thousand zero sixty one shares) with a par value of 10,000 VND/share (ten thousand dong).
2. The Corporation may increase its Charter Capital when it is approved by the General Meeting of Shareholders and in accordance with the provisions of the Law.
3. On the date of adoption of this Charter, all shares issued by the Corporation are ordinary shares. The rights and obligations are specified in Articles 14 and 15 of this Charter.
4. The Corporation may issue various types of preference shares after obtaining the approval of the General Meeting of Shareholders and in accordance with the provisions of the Law.
5. Name, address, number of shares and other details about founding shareholders in accordance with the Law on Enterprises and this Charter.
6. Common shares must be given priority to be offered to existing shareholders in proportion to their percentage ownership of common shares in the Corporation, unless otherwise provided for by the General Meeting of Shareholders. . The Corporation must announce the offering of shares, the notice must clearly state the number of shares to be offered for sale and the appropriate time limit for purchase registration (at least twenty working days) for shareholders to register to buy. The number of shares that shareholders do not register to buy will be decided by the Board of Directors of the Corporation. The Board of Directors may distribute such shares to subjects according to the conditions and methods that the Board of Directors deems suitable, but may not sell such shares under more favorable conditions than those of the Board of Directors. conditions offered to existing shareholders, unless otherwise approved by the General Meeting of Shareholders or in the case of shares being sold through the Stock Exchange.
7. The Corporation may purchase shares issued by the Corporation itself (including redeemable preferred shares) in ways consistent with the provisions of this Charter and applicable laws. Common shares repurchased by the Corporation are treasury shares and the Board of Directors may offer them for sale in a manner consistent with the provisions of this Charter and the Securities Law and relevant guiding documents.
8. The Corporation may issue other types of securities when it is unanimously approved by the General Meeting of Shareholders and in accordance with the provisions of the law on securities and the securities market.
Article 9. Share certificates
1. Shareholders of the Corporation shall be granted certificates or stock certificates corresponding to the number of shares and types of shares owned, except for the case specified in Clause 7 of this Article.
2. Share certificates must bear the seal of the Corporation and the signature of the legal representative of the Corporation in accordance with the provisions of the Enterprise Law. The share certificate must clearly state the number and type of shares held by the shareholder, the full name of the holder (if it is a registered share) and other information as prescribed by the Law on Enterprises. Each registered share certificate represents only one class of shares.
3. Within 12 days from the date of submission of complete dossiers of application for transfer of share ownership according to the Corporation's regulations or within two months (or possibly longer according to the prescribed issuance terms) from the date of full payment for share purchase as prescribed in the share issuance plan of the Corporation, the holder of shares will be issued with a share certificate. Share owners do not have to pay the Corporation the cost of printing stock certificates or any other fees.
4. In case of transferring only some shares registered in a registered share certificate, the old certificate will be canceled and a new certificate recording the remaining shares will be issued free of charge.
5. Where a registered share certificate is damaged or erased or is lost, stolen or destroyed, the owner of such registered share may request a new share certificate provided that must show proof of share ownership and pay all related expenses to the Corporation.
6. The owner of an anonymous share certificate must be solely responsible for the maintenance of the certificate and the Corporation will not be responsible in the event that this certificate is stolen or used for fraudulent purposes. .
7. The Corporation may issue registered shares not in the form of certificates. The Board of Directors may issue a document that allows registered shares (in the form of certificates or non-certificates) to be transferred without being required to have a written transfer. The Board of Directors may issue regulations on certificates and share transfer in accordance with the provisions of the Enterprise Law, the law on securities and the securities market.
Article 10. Other securities certificates
Bond certificates or other securities certificates of the Corporation (except letters of offer, provisional certificates and similar documents), will be issued with stamp and specimen signature of the legal representative. Laws of the Corporation, unless otherwise provided by the terms and conditions of issue.
Article 11. Transfer of shares
1. All shares are freely transferable, unless otherwise provided by this Charter and the law. Shares listed on the Stock Exchange are transferred according to the provisions of the law on securities and the securities market.
2. Shares that have not been paid in full cannot be transferred and enjoy related benefits such as the right to receive dividends, the right to receive shares issued to increase share capital from equity, the right to buy new shares offer for sale.
3. Shares purchased at preferential prices from strategic investors cannot be transferred within 03 (three) years from the date of completion of the share purchase procedure. In special cases where it is necessary to transfer these shares before the above time limit, it must be approved by the Board of Directors of the Corporation.
Article 12. Recovery of shares
1. In case a shareholder fails to pay in full and on time the amount payable to buy shares, the Board of Directors shall notify and have the right to request that shareholder to pay the remaining amount together with interest on such amount. and expenses incurred due to the failure to pay in full to the Corporation in accordance with regulations.
2. The above payment notice must clearly state the new payment term (at least seven days from the date of notification), the place of payment and the notice must clearly state the case of non-payment according to the closing request, unpaid shares will be forfeited.
3. In case the requirements in the above notice are not fulfilled, before paying all payable amounts, related interests and expenses in full, the Board of Directors has the right to withdraw the shares. there. The Board of Directors may accept the surrender of the withdrawn shares as prescribed in Clauses 4, 5, 6 and in other cases specified in this Charter.
4. The withdrawn shares will become the property of the Corporation. The Board of Directors can directly or authorize the sale, redistribution or settlement to the person who owns the withdrawn shares or other objects. other according to the conditions and manner that the Board of Directors considers appropriate.
5. Shareholders holding forfeited shares will have to waive their shareholder status in respect of such shares, but will still be required to pay all relevant amounts plus interest at the rate of deposit The State Bank shall announce at the time of withdrawal according to the decision of the Board of Directors from the date of withdrawal until the date of payment. The Board of Directors has full power to decide whether to enforce payment of the entire value of shares at the time of withdrawal or may exempt or reduce payment of part or all of such amount.
6. Notice of withdrawal will be sent to the holders of the withdrawn shares before the time of withdrawal. The revocation remains in effect even in the event of error or carelessness in the delivery of the notice.
Chapter VI. Organizational structure, management and control
Article 13. Organizational and management structure of the Corporation
The management structure of the Corporation includes:
a. General Meeting of Shareholders;
b. Administrative Council;
c. General Director
d. Control Board.