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



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Entity Shareholders shall appoint not more than 3 authorized representatives to exercise their rights in pursuant to the Laws. If there are more than one authorized representative is appointed, a number of SharesShares and votes of each authorized representative shall be equal12. The dismissal, appointment or change of authorized representatives shall be made in writing and notify to the Company as soon as possible.

  1. Call for Shareholder Meetings

    1. Shareholder Meeting shall be held annually or extraordinarily but at least once per year. The venue of the Shareholder Meeting shall be within territory of Vietnam. A Shareholder Meeting shall be called for within four months from the ending date of fiscal year.

    2. The annual Shareholder Meeting shall discuss and approve:


  1. The Annual Financial Accounts;

  2. The report of the Board of Management on the evaluation of the business management and performance of the Company;

  3. The report of the Board of Supervision on the Board of Management and the General Director;

  4. Dividends for each class of Shares; and

  5. Other issues suggested by the Board of Management.
    1. The Board of Management is required to call for extra Shareholder Meeting in the event where:


  1. It is necessary for the benefits of the Company;

  2. The number of Board Members are reduced to a number smaller than that stipulated in the Laws;

  3. There is a request made by any Shareholder; or

  4. There is a request made by the Board of Supervision.
    1. The Board of Management shall call for Shareholder Meeting within [30] days from the date of receiving a request as stipulated in Article 25.4 or on which the decrease in number of Board Members has occured.

    2. If the Board of Management fails to call for the Shareholder Meeting as required, Chairman of the Board of Management shall be responsible before the Laws and be liable to any damage causing to the Company.

    3. Where the Board of Management fails to call for the Shareholder Meeting as stipulated in Article 25.4, the Board of Supervision in replace of the Board of Management shall call for the Shareholder Meeting within the next [30] days in complying with this Charter.

    4. If the Board of Supervision fails to call for the Shareholder Meeting as required, Chairman of the Board of Supervision shall be responsible before the Laws and be liable to any damage causing to the Company.

    5. Where the Board of Supervision fails to call for the Shareholder Meeting as stipulated in Article 25.6, any Shareholder or group of Shareholders in place of the Board of Management and the Board of Supervision, shall have the right to call for the Shareholder Meeting in complying with this Charter.

    6. Those who calls for the Shareholder Meeting shall make the list of participating Shareholders, provide information and resolve complaints in relation to the list of participating Shareholders, prepare agenda, contents and materials for such meeting, set the time and venue of the meeting, send the meeting invitations to each participating Shareholder in complying with this Charter.

    7. All expenses arising from the calling for and organizing the Shareholder Meeting as stipulated in Article 25.4, 25.6 and 25.8 shall be reimbursed by the Company.

  1. Agenda and Contents of Shareholder Meetings

    1. Person who calls for the Shareholder Meeting is responsible for preparing the list of Shareholders eligible to attend the meetings and to vote; prepare the agenda and materials for the meeting and the draft decisions proposed to be passed, determine the time and venue of the meeting and send invitations to all eligible Shareholders.

    2. Shareholder is entitled to recommend matters to be included in the meeting agenda. Such recommendation must be in writing and send to the Company no later than 3 days prior to the opening date of such a meeting. Recommendation must explicitly state the name of Shareholder, total number of SharesShares of each class, number and date of Shareholder registration and matters proposed to be included in the meeting agenda.

    3. Person who calls for the Shareholder Meeting can refuse a recommendation as stipulated in Article 26.2 only if:


  1. That recommendation is not sent within the time limit or does not contain all information as required; or

  2. Matters that are proposed to be included in the meeting agenda do not fall under jurisdiction of the Shareholder Meeting.
    1. Except otherwise stipulated in Article 26.3, person who calls for the Shareholder Meeting must accept and incorporate the recommendation made in pursuant to Article 26.2 into the meeting agenda; the recommendation shall be officially added to the meeting agenda by an approval of the Shareholder Meeting. 

  1. List of Shareholders Eligible to Participate in Shareholder Meetings

    1. The list of Shareholders eligible to participate in Shareholder Meeting shall be made basing on the Shareholder Book. The list shall be made as soon as decision on convocation of the meeting is passed and must be completed no later than 10 days prior to the opening date of Shareholder Meeting;

    2. Shareholders are entitled to shall have the right to check, review, extract and copy the list of Shareholders eligible to participate in the meeting of Shareholders; ask for correction of inaccurate information thereof.

  1. Invitation of the Shareholder Meetings




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