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


Decisions of the Shareholder Meeting shall be passed by at least [51]%15 of total votes of the Shareholders present in the Shareholder Meeting



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Decisions of the Shareholder Meeting shall be passed by at least [51]%15 of total votes of the Shareholders present in the Shareholder Meeting.

  • A decision that is passed by a number of participating Shareholders owning 100% of total voting Shares shall be Lawful and valid even if procedure for convening the meeting, agenda and formality of the meeting are not strictly in compliance with the provisions of the Laws and this Charter.

  • Decisions of Shareholder Meeting shall be passed in form of collection of opinions in writing by a number of Shareholders owning at least [51]%16 of the total votes.

  • Passed decisions of Shareholder Meeting must be notified to Shareholders eligible to attend the Shareholder Meeting within fifteen (15) days from the passing date.

    1. Board of Management

      1. The Board of Management with the term being 5 year is a management body of the Company, which is entitled to act on behalf of the Company in exercising all the rights and obligations, except those fall under the authority of the Shareholder Meeting.

      2. The Board of Management shall have at least [2]17 Board Members. The certain numbers of Board Members shall be decided by the Shareholder Meeting from time to time.

      3. The Board of Management shall have following rights and obligations:


    1. To determine the development strategy and the annual business plan of the Company;

    2. To make proposals with regard to the classes of Shares and the total number of authorized offered Shares of each class for sales;

    3. To decide on new authorized offered Shares of each class; mobilization of capital in other forms;

    4. To set the offering price of Shares and bonds;

    5. To determine the Shares buy-backs as stipulated in Article 19.2;

    6. To decide on investment projects and investment plans for projects under its authority pursuant to the Laws and this Charter;

    7. Unless otherwise stipulated in Articles 42.1 and 42.3, to make decisions on market promotion, marketing and technology solutions, to approve all contracts of sales, purchases, borrow, lend or any other classes of contracts worth [50]% 18 or more of the total value of assets recorded in the latest financial report of the Company;

    8. To appoint and dismiss General Director and key managers of the Company; to decide salary and other benefits applied to such persons; to appoint the authorized representative to exercise the ownership rights of SharesShares or the rights of capital contribution in other companies; to decide allowances and other benefits to be applied to such persons;

    9. To supervise and guide the General Director and other managers in running the day-to-day business of the Company;

    10. To approve the organizational structure, internal working rules; to make decisions on the establishment of branches, representative offices and subsidiaries; to decide the contribution of capital to or buying of SharesShares issued by other companies;

    11. To approve the agenda, materials of the Shareholders' Meeting; to call for Shareholder Meeting or be in charge of consulting opinion in writing when passing decisions of Shareholder Meeting;

    12. To submit Annual Financial Account to the Shareholders Meeting;

    13. To make decisions on the amount of dividend, time and procedure for payment of such dividend or method for settlement of losses; and

    14. To make proposal with respect to reorganization or dissolution of the Company.
      1. The Board of Management may opt to have its resolutions passed either by means of voting at the meeting, consulting opinion in writing. Each member of the Board of Management shall be given one vote. A decision of the Board of Management shall only be passed when it is approved by the majority of the attending members.

      2. When exercising the rights and obligations, the Board of Management has to comply with all provisions of the Laws, the Company charter and decisions of the Shareholder Meeting. If decisions of the Board of Management that are passed in breach of the Laws or the Company Charter causing losses to the Company, members who voted for those decisions shall be jointly responsible for compensating the Company; members who voted against those decisions are not liable. In this case, any Shareholder who owns SharesShares for at least one year can request the Board of Management to suspend the implementation of the decisions.

    1. Chairman

      1. Chairman shall be legal representative of the company and nominated by the Board of Management from the Board Members. The Chairman may hold at the same time the post of the General Director of the Company.

      2. The Chairman shall have the following rights and obligations:


    1. To prepare programs and working plans of the Board of Management;

    2. To prepare agenda, contents and materials for the Board Meetings;

    3. To call for the Board Meeting;

    4. To chair the Board Meeting and the Shareholder Meeting if the Board of Management calls for the Shareholder Meeting;

    5. To be in charge of passing decisions of the Board of Management; and

    6. To supervise the implementation of decisions passed by the Board of Management;
      1. The Chairman can authorize other Board Member to exercise his rights and obligations of the Chairman during his absence. If no Board Member is authorized or the Chairman is incapable of working, the remaining Board Members shall elect one of them to exercise temporarily rights and obligations of the Chairman by principle of majority.




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