Charter of two or more members limited liability company charter of joint stock company table contents



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Board of Supervision

    1. The Board of Supervision shall comprise of [3]22 members elected by Shareholder Meeting and at least one member must have accounting expertise. Supervisors shall appoint one of them who is also the Shareholder to be the head of the Board of Supervision.

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


      1. Reviewing the reasonableness, Lawfulness, trustworthiness and diligence of the business management and operation, accounting books, and financial statements;

      2. Appraising the reports on business operation, Annual Financial Account and half-year financial reports of the Company and the report on evaluation of performance of the Board of Management. To submit report on appraising business operation, Annual Financial Account l and half-year financial report, performance of the Board of Management to the Shareholder Meeting;

      3. Check and review accounting books and other documents of the Company or matters particularly related to the management and operation of the Company if necessary or in pursuant to a decision of the Shareholder Meeting, or at the request made by the Shareholder or group of ShareholdersShares; the investigation of the Board of Supervision as stipulated in this Article must be carried out in a manner that does not hinder the usual operation of the Board of Management as well as interrupt the normal business operation of the Company; and

      4. Recommend the Board of Management or the Shareholder Meeting to take measures on adjusting and improving structure of organizational management of the Company.

      5. Obligations in relation to the provision of information to the Board of Supervision:

      6. The Board of Management and the Board Members or General Director must report and provide fully and promptly information and documents in relation to the management and business performance of the Company upon a request made by the Board of Supervision except otherwise decided by Shareholder Meeting; and

      7. The Board of Supervision and its members are not allowed to disclose the information of the Company.

    1. A Supervisor must:


  1. be a person who is than 21 years old, has capacity for civil acts and is not prohibited from establishing and managing enterprises pursuant to the Laws;

  2. not be the Connected Person of the Board Members, the General Director and any other Managers; and

  3. not hold any management positions of the Company including the Board Members, the General Director.

    1. The term of office of the Board of Supervision, working mechanism, remuneration and benefits for Supervisors are decided by Shareholder Meeting. The Board of Supervision shall be responsible to the Shareholder Meeting for breaches in the course of performing its duties.

  1. Books and Records

    1. The Company is required to keep the following documents:


  1. Investment Certificate;

  2. Charter of the Company and its amendments, supplements; Internal rules; book of Shareholder registration;

  3. Other licenses granted by the State Authority;

  4. Documents and materials proving the ownership of the Company toward its assets;

  5. Meeting Minutes of Shareholder Meeting, the Board Meeting and decisions of the Company;

  6. Announcement for issuance of securities;

  7. Reports of the Board of Supervision, conclusions of inspectorate agencies and independent auditing agencies;

  8. Accounting books, invoices and receipts, annual financial reports; and

  9. Other documents as provided by Laws.

    1. The Company is required to keeps the documents as regulated in Article 44.1 at the Head Office pursuant to the Laws.


  1. ACCOUNTS, ACOUNTING AND AUDITING

  1. Bank Accounts

The Company will open its accounts in one or more credit institutions (“Banks”) permitted to operate in Vietnam. With the approval of the bodies with jurisdiction, the Company can open an account abroad as pursuant to the Laws, if necessary.

  1. Fiscal Year

The Company’s fiscal year begins on January 1 and ends on December 31 of the same year. The first fiscal year shall commence on the date of the Investment Certificate and shall end on 31 December of that year.

  1. Accounts and Records

    1. The Company’s accounting system uses Vietnamese Accounting Standards (VAS) and any other system approved by the Ministry of Finance. The currency used in the accounting books and accounts shall be Dong and may be converted into Dollars in unofficial accounting books and accounts for internal reference within the Company.

    2. All accounting records, vouchers, books and statements of the Company shall be made and kept in the Vietnamese language with English translations.

    3. Any document, notice or formal communication that is provided to the Shareholders, the Board of Management or the Shareholder Meeting shall be in the Vietnamese language and must be accompanied by an English translation. In the event of any conflict between the English text and the Vietnamese version, the English version shall prevail.

  1. Annual Reports

    1. The General Director shall, within six months from the end of each fiscal year, submit an Annual Financial Account to the Shareholder Meeting for approval.



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