CHARTER OF JOINT STOCK COMPANY
CHARTER OF ONE MEMBER LIMITED LIABILITY COMPANY
CHARTER OF TWO OR MORE MEMBERS LIMITED LIABILITY COMPANY
CHARTER OF JOINT STOCK COMPANY
FOR REFERENCE ONLY 1
CHARTER OF JOINT STOCK COMPANY 2
I. DEFINITIONS AND INTERPRETATIONS 4
II. INCORPORATION OF COMPANY 8
Article 1. Limited Liability 8
Article 2. Names of Company 8
Article 3. Head Office, Branches and Representative Offices 8
Article 4. Business Activities 9
Article 5. Legal Representative of Company 9
III. CHARTER CAPITAL, SHAREHOLDERS, SHARES AND SHARE CERTIFICATES 9
Article 6. Charter Capital 9
Article 7. Shares 9
Article 8. Rights of Ordinary Shareholders 11
Article 9. Obligations of Ordinary Shareholders 12
Article 10. Ordinary Shares of Founding Shareholders 14
Article 11. Rights of Preference Shareholders 15
Article 12. Share Certificates 15
Article 13. Shareholders Book 15
Article 14. Issuance of Shares 15
Article 15. Shares Transfer 17
Article 16. Issue of Bonds 18
Article 17. Denomination of Shares 18
Article 18. Shares Buy-back at Shareholders’ Requests 18
Article 19. Share Buy-back at Company’s Request 19
Article 20. Conditions for Payment of Buy-back Shares 19
Article 21. Payment of Dividends 20
Article 22. Recovery of Payment for Buy-back Shares or Dividends 20
Article 23. Acts of Default by Ordinary Shareholders 20
Article 24. Force Majeure 22
Article 25. Additional Funding 23
IV. STRUCTURAL ORGANIZATION 24
Article 26. Organizational Structure 24
Article 27. Shareholder Meeting 24
Article 28. Call for Shareholder Meetings 25
Article 29. Agenda and Contents of Shareholder Meetings 26
Article 30. List of Shareholders Eligible to Participate in Shareholder Meetings 27
Article 31. Invitation of the Shareholder Meetings 27
Article 32. Conditions for Valid Shareholder Meeting 27
Article 33. Steps and Voting Methods of Shareholder Meetings 28
Article 34. Passing Decisions of Shareholder Meetings 29
Article 35. Board of Management 31
Article 36. Chairman 32
Article 37. Board Meetings 33
Article 38. Board Meeting Quorum 34
Article 39. Voting at Board Meetings 34
Article 40. Minutes of the Shareholder Meeting and Minutes of the Board Meeting 35
Article 41. Written Resolutions without Board Meeting 35
Article 42. General Director 35
Article 43. Salaries, Allowance and Other Benefits of Board Members and General Director 36
Article 44. Duties of Managers 36
Article 45. Limitations on Contracts 37
Article 46. Board of Supervision 38
Article 47. Books and Records 39
V. ACCOUNTS, ACOUNTING AND AUDITING 40
Article 48. Bank Accounts 40
Article 49. Fiscal Year 40
Article 50. Accounts and Records 40
Article 51. Annual Reports 41
Article 52. Information Release and Public Announcements 41
Article 53. Auditing 41
VI. RE-ORGANIZATION AND DISSOLUTION 41
Article 54. Re-organization of Company 41
Article 55. Termination of Operations 42
Article 56. Liquidation 42
VII. INDEMNIFICATION 43
Article 57. Indemnification 43
VIII. DISPUTE RESOLUTIONS 44
Article 58. Dispute resolutions 44
IX. MISCELLANEOUS 44
Article 59. Validity of the Charter 45
Article 60. Severability 45
Article 61. Amendment and supplementation of the Charter 45
Article 62. Rights Cumulative 45
Article 63. Language and Counterparts 45
CHARTER OF ONE MEMBER LIMITED LIABILITY COMPANY 47
ĐIỀU LỆ CÔNG TY TNHH HAI THÀNH VIÊN TRỞ LÊN 59
Article 64. CƠ CẤU TỔ CHỨC QUẢN LÝ, NGUYÊN TẮC HOẠT ĐỘNG CỦA CÔNG TY 65
DEFINITIONS AND INTERPRETATIONS
Unless the terms or context of this Charter otherwise require, the capitalized terms used herein shall have the following meanings:
“Affiliate” shall mean an entity, corporate or non-corporate, controlling or controlled by a Shareholder, or associated with a Shareholder through common controlling or controlled entities. For the purposes hereof, control shall be deemed to exist if one entity owns, directly or indirectly, through shareholdings or otherwise, at least fifty-one (51%) percent of the voting shares or other voting units of participation in another entity.
“Annual Financial Accounts” means the unconsolidated and consolidated balance sheet, profit and loss account, and cash flow statement, or such other annual financial reports for the immediate preceding fiscal year, which the Company shall prepare during the first two months of each fiscal year. These accounts are required by the Law to be maintained and submitted to the competent State Authorities.
“Board Meeting” means a meeting of the Board of Management.
“Board Member” means a member of the Board of Management.
“Board of Management” means the board of management of the Company appointed and having such powers and duties as set out herein.
“Board of Supervision” means the board of supervision of the Company having the powers and duties set out in this Charter and operating in accordance with this Charter and the Law.
“Business Day” means a day on which banks are open for business in Ho Chi Minh City and Tokyo.
“Chairman” means the chairman of the Board of Management.
“Charter Capital” means the charter capital of the Company as referred to in Article 6.
“Charter” means this Charter of the Company as may be amended and supplemented from time to time.
“Connected Person” means organization and individual who have direct or indirect relationship with the Company as follows:
Any group of persons who act together in an attempt to take over the capital contribution, Shares, or control the decision making process of the Company;
Enterprises that is controlled by persons specified in Item (a) to Item (h), hold Shares to the level that they can control the decision-making process of the management bodies of the enterprise; and
Holding company of the Company, its managers and other persons who are competent to appoint managers of its subsidiary;
Individual or group of individuals those are capable of dominating operations of the Company through management bodies in the Company;
Individual who is authorized representative of those specified in Item (a) to Item (e);
Subsidiaries of the Company; and
Wife, husband, father, foster father, mother, foster mother, child, passed child, or sibling of a manager or a member holding dominant capital share or Shareholder holding a majority of Shares.
“Founding Shareholder” means a Shareholder who initially executed this Charter to establish the Company, whose name, address and shareholding in the Charter Capital is set out in Annex 1.
“Head Office” means the head office of the Company.
“Investment Certificate” means an Investment Certificate issued by the Licensing Authority to establish the Company as may be amended and/or supplemented from time to time.
“Law or Laws” means the Law on Enterprises and all other applicable laws, decrees, decisions, circulars, regulations and other documents having the effect of Law issued by any State Authority (as the same may be amended, supplemented or replaced from time to time) and which are applicable to the Company’s establishment and operation.
“Libor” means, the rate per annum equal to the rate for deposits for a period equal to the term of each period, which appears on Telerate Page 3750 under the caption “British Bankers Association Libor Rates” (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as reasonably determined by the Lender from time to time for purpose of providing quotations of interest rates applicable to US Dollar deposits in the London interbank market) as of 11:00 a.m. London time.
“Licensing Authority” means the Department of Planning and Investment of Binh Duong Province or such other State Authority as may, at the relevant time, have the responsibility and authority under the Law to license and supervise the incorporation, extension and/or operation of the Company.
“Manager” means any Board Member, General Director or other person appointed by the General Director as the manager of the Company from time to time.
“Minute Book” means a book recording all the minutes of the Shareholders Meetings and Board Meetings.
“Ordinary Share” means ordinary share issued by the Company from time to time.
“Ordinary Shareholder” means any person who owns at least one Ordinary Share from time to time.
“Preference Share” means a dividend preference and redeemable Share as set forth in Article 7.4(b).
“Preference Shareholder” means any person who owns at least one Preference Share from time to time.
“Share Certificates” means the certificates issued by the Company in accordance with Article 12 evidencing the ownership over the related amount of Shares by a particular Shareholder and “Share Certificate” means any of them.
“Shareholder Book” means a register to be established and maintained by the Company in accordance with Article 13.
“Shareholder” means any person who owns at least one Share from time to time.
“Shareholders Meeting” means the highest authority of the Company having the powers set out in this Charter and operating in accordance with this Charter and the Law.
“Shares” means Ordinary Shares and Preference Shares issued by the Company from time to time, and “Share” means one of them.
“State Authority” means any and all of the following bodies: the National Assembly, the Standing Committee of the National Assembly, the President of the State, the Government, the Prime Minister, the Government Office, any Ministry, any People's Committee or any of its agencies, departments or bodies, and any and all other committees, ministers, councils, agencies, bodies or officers whose consent, approval, registration, commitment, involvement or consultation is required or desirable in the opinion of the Company for anything or matter referred to in or contemplated by this Charter.
“Supervisor” means a member of the Board of Supervision.
“USD” or “Dollar” means the lawful currency of the United State of America.
“Vietnam” means the Socialist Republic of Vietnam.
“VND” or “Dong” means the lawful currency of Vietnam.
“Year” means a calendar year.
The headings used in the Charter are for convenience only and shall not affect the interpretation hereof.
Unless the context otherwise requires, references in the Charter to:
words (including words defined herein) denoting the singular number shall also include the plural and vice versa and words denoting any gender shall include any other gender;
the expressions "include" or "including" shall be construed without limitation;
the annexes form part of the Charter;
“day” shall mean a working day on which banks open to operate in Vietnam; and
“Article” and “Annex” means an article and an annex of the Charter, respectively.
INCORPORATION OF COMPANY