Company Charter

I.
JSC CHARTER
CHARTER
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TABLE CONTENTS
I.
II.
Article 1.
Article 2.
Article 3.
Article 4.
Article 5.
III.
Article 6.
Article 7.
Article 8.
Article 9.
Article 10.
Article 11.
Article 12.
Article 13.
Article 14.
Article 15.
Article 16.
Article 17.
Article 18.
Article 19.
Article 20.
Article 21.
Article 22.
IV.
Article 23.
Article 24.
Article 25.
Article 26.
Article 27.
Article 28.
Article 29.
Article 30.
Article 31.
Article 32.
Article 33.
Article 34.
Article 35.
Article 36.
Article 37.
Article 38.
Article 39.
DEFINITIONS AND INTERPRETATIONS..............................................4

INCORPORATION OF COMPANY...........................................................7
Limited Liability..............................................................................................7
Names of Company.........................................................................................7
Head Office, Branches and Representative Offices.........................................8
Business Activities...........................................................................................8
Legal Representative of Company...................................................................8
CHARTER CAPITAL, SHAREHOLDERS, SHARES AND SHARE
CERTIFICATES............................................................................................8
Charter Capital.................................................................................................8
Shares...............................................................................................................8
Rights of Ordinary Shareholders...................................................................11
Obligations of Ordinary Shareholders...........................................................12
Ordinary Shares of Founding Shareholders...................................................13
Rights of Preference Shareholders.................................................................14
Share Certificates...........................................................................................14
Shareholders Book.........................................................................................14
Issuance of Shares..........................................................................................15
Shares Transfer..............................................................................................16
Issue of Bonds................................................................................................17
Denomination of Shares................................................................................17
Shares Buy-back at Shareholders Requests..................................................18
Share Buy-back at Companys Request.........................................................18
Conditions for Payment of Buy-back Shares.................................................18
Payment of Dividends....................................................................................19
Recovery of Payment for Buy-back SharesShares or Dividends..................19
STRUCTURAL ORGANIZATION...........................................................23
Organizational Structure................................................................................23
Shareholder Meeting......................................................................................23
Call for Shareholder Meetings.......................................................................24
Agenda and Contents of Shareholder Meetings............................................25
List of Shareholders Eligible to Participate in Shareholder Meetings...........26
Invitation of the Shareholder Meetings.........................................................26
Conditions for Valid Shareholder Meeting....................................................26
Steps and Voting Methods of Shareholder Meetings.....................................27
Passing Decisions of Shareholder Meetings..................................................28
Board of Management...................................................................................29
Chairman........................................................................................................31
Board Meetings..............................................................................................32
Board Meeting Quorum.................................................................................33
Voting at Board Meetings..............................................................................33
Minutes of the Shareholder Meeting and Minutes of the Board Meeting.....33
Written Resolutions without Board Meeting.................................................34
General Director............................................................................................34
Article 40. Salaries, Allowance and Other Benefits of Board Members and General
Director..........................................................................................................35
Article 41. Duties of Managers........................................................................................35
Article 42. Limitations on Contracts................................................................................36
Article 43. Board of Supervision.....................................................................................37
Article 44. Books and Records........................................................................................38
V.
ACCOUNTS, ACOUNTING AND AUDITING........................................39
Article 45. Bank Accounts...............................................................................................39
Article 46. Fiscal Year......................................................................................................39
Article 47. Accounts and Records...................................................................................39
Article 48. Annual Reports..............................................................................................39
Article 49. Information Release and Public Announcements..........................................40
Article 50. Auditing.........................................................................................................40
VI.
RE-ORGANIZATION AND DISSOLUTION..........................................40
Article 51. Re-organization of Company.........................................................................40
Article 52. Termination of Operations.............................................................................40
Article 53. Liquidation.....................................................................................................41
VII.
INDEMNIFICATION.................................................................................42
Article 54. Indemnification..............................................................................................42
VIII.
DISPUTE RESOLUTIONS........................................................................42
Article 55. Dispute resolutions........................................................................................43
IX.
MISCELLANEOUS....................................................................................43
Article 56. Validity of the Charter...................................................................................43
Article 57. Severability....................................................................................................43
Article 58. Amendment and supplementation of the Charter..........................................43
Article 59. Rights Cumulative.........................................................................................43
Article 60. Language and Counterparts...........................................................................43
ANNEX 1 .......................................................................................................................45
LIST OF FOUNDING SHAREHOLDER.....................................................................45
ANNEX 2 .......................................................................................................................46
CLASSES AND NUMBER OF SHARES......................................................................46
CHARTER
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I.
1.
DEFINITIONS AND INTERPRETATIONS

Definitions
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:
(a)
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;
(b)
Company managers;
(c)
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
(d)
Holding company of the Company, its managers and other persons who
are competent to appoint managers of its subsidiary;
(e)
Individual or group of individuals those are capable of dominating

operations of the Company through management bodies in the Company;
(f)
Individual who is authorized representative of those specified in Item (a)

to Item (e);
(g)
Subsidiaries of the Company; and
(h)
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 Companys 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.

2.
Interpretation
(a)
The headings used in the Charter are for convenience only and shall not
affect the interpretation hereof.
(b)
Unless the context otherwise requires, references in the Charter to:
II.
(i)
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;
(ii)
the expressions "include" or "including" shall be construed

without limitation;
(iii)
the annexes form part of the Charter;
(iv)
day shall mean a working day on which banks open to operate in

Vietnam; and
(v)
Article and Annex means an article and an annex of the

Charter, respectively.
INCORPORATION OF COMPANY
Article 1.
Limited Liability
The Company is a joint stock company being established and operating pursuant
to the Laws. Shareholders shall be responsible for debts and other liabilities of
the Company within amount of their contributed capital (Shares) in the Company.
Article 2.
Names of Company1
The names of the Company shall include:

(a)
Vietnamese Name
___
(b)
English Name
___
(c)
Abbreviated Name
___
Please noted that those names are proposed, please confirm names of the Company.
Article 3.
Head Office, Branches and Representative Offices
The Head Office shall be located at [___], Vietnam. 2 The Company may open
branch or representative offices anywhere within or outside Vietnam in
conformity with the Laws and as the Board of Management may decide from
time to time.
Article 4.
Business Activities
The business activities of the Company shall include ___

Article 5.
Legal Representative of Company
[The Chairman]3 shall be the legal representative of the Company.

III.
CHARTER CAPITAL,
CERTIFICATES
Article 6.
SHAREHOLDERS,
SHARES
AND
SHARE
Charter Capital
6.1 The Charter Capital of the Company shall be ___

6.2 The increase or decrease of Charter Capital shall be subject to the business of the
Company and solely decided by the Shareholder Meeting.
Article 7.
7.1
7.2
Number and Value of Shares

(a)
The Charter Capital is divided into __
(b)
Share value: USD___.
Classes and Number of Shares of each Class of Shares

(a)
(b)
Shares
The Company shall have the following classes of Shares:

(i)
Ordinary Shares; and
(ii)
Preference Shares.4
Out of the total [15,000] Shares, there shall be:
Please provide the head office address of the Company.

Please confirm. The legal representative of the Company may be the Chairman or the General Director.
4
Except for dividend and redeemable preference shares, the Company may also issue voting preference
share. However, a voting preference share is valid within only 3 years from the date of the investment
certificate. It will be converted automatically to into an ordinary share upon expiry of that 3 year period.
3
9,0005 Ordinary Shares; and

6,0006 Preference Shares.
7.3
(c)
The Shareholders of the same class of Shares shall have the same rights,
interests and obligations. Details of Shareholders, the number of Shares of
each Shareholder are stipulated in Annex 2.
(d)
The Company may issue other types of preferential Shares under the
decision of the Shareholder Meeting in line with the Laws.
(e)
The Ordinary Shares may not be converted into Preference Shares.

Preference Shares may be converted into Ordinary Shares pursuant to the
decision of the Shareholder Meeting.
Rights attached to Shares

(a)
(b)
As to voting
(i)
The Ordinary Shares shall confer the right to receive notice of and
to attend and vote at any Shareholder Meeting on the basis of one
vote per Ordinary Share. Upon a show of hands or a poll every
Ordinary Shareholder present in person or by proxy shall have one
vote for every Ordinary Share held by him.
(ii)
The Preference Shares shall have the right to receive notice of, and
to attend but not to vote at, a Shareholder Meeting.
As to dividends
Subject to Article 21, dividable dividends of the Company shall be paid by
the following sequence with preference.
1)
Cumulative Dividends for a Preference Shareholder
Preference Shareholders shall be entitled to receive cumulative dividends

in preference to any dividend on the Ordinary Share, at the aggregate rate
of 3month Libor + five (5) % of the share value per annum, when and as
declared by the Shareholder Meeting. If the dividends are not paid in any
year, the unpaid dividends accumulate and must be paid before any
dividends to Ordinary Shareholders.
2)
5
6
Please confirm
Please confirm
Cumulative Dividends for Ordinary Shareholders
Ordinary Shareholders shall be entitled to receive cumulative dividends in

preference to any participating dividends set forth in 3) of this article, at
the aggregate rate of 3month Libor + five (5) % of the share value per
annum, when and as declared by the Shareholder Meeting. If the dividends
are not paid in any year, the unpaid dividends accumulate and must be
paid before any Participating Dividends.
3)
Participating Dividends
Its shall be payable pro rata based on the number of shares of the
Ordinary Share and the Preference Share, of which number shall be
calculated into the number of the Ordinary Share into which they are
convertible, but only if and when declared by the Shareholder Meeting.
No Participating Dividends shall be paid unless Cumulative Dividends of
the Preference Share and Ordinary Share have been paid.
(i) For the purpose of the determination of the dividends, the Libor shall be
determined on the last Business Day in December in each year.
(c)
As to capital
(i)
A Preference Shareholder shall be entitled to request the Company

to buy back part or whole of his Preference Shares at any time; and
(ii)
In the event of any liquidation or winding up of the Company, a

Preference Shareholder shall be entitled to receive, in preference to
Ordinary Shareholders, the amount at which the Preference
Shareholders, as the case may be, was purchased from the
Company plus any accrued but unpaid dividends.
The remaining balance of the proceeds from the liquidation shall
then be allocated to the Ordinary Shareholders.
At the option of the holders of the Preferred Share, a merger, sale
of all or substantially all of the assets of the Issuer, reorganization
or other transaction in which control of the Issuer is transferred
may be treated as a liquidation, dissolution or winding up for
purposes of the liquidation preference.
Article 8.
Rights of Ordinary Shareholders
Without prejudice to any other provisions of this Charter, an Ordinary

Shareholder shall have the following rights:7
Please be noted that this Article does not differentiate ratio of shareholder of ordinary Shares.
(a)
to participate and discuss in all Shareholder Meeting and vote directly or

via proxy, each Ordinary Share carries one vote;
(b)
to receive dividends at the rate decided by the Shareholder Meeting;
(c)
to be given priority in subscribing for new Shares offered for sales in

proportion to his Ordinary Shares of the Company;
(d)
to check, review and extract information from the list of Shareholders with
voting rights and request for correction of any inaccurate information;
(e)
to check, review and extract or copy the Charter, Minute Book and other
resolutions of Shareholder Meeting;
(f)
to receive part of the remaining property in proportion to his Shares in the

Company when the Company is dissolved or bankrupted;
(g)
to nominate Board Member and Supervisor. Each Ordinary Shareholder

shall be entitled to nominate one Board Member and one Supervisor. To
the fullest extent permitted by the Laws, a person who is nominated as a
Board Member by a Shareholder may be nominated as other Board
Members by other Shareholder however he shall not be nominated as
Board Members by all Shareholders;8
(h)
to review and extract the Minute Book, resolutions of the Board of

Management, periodical and annual financial report in forms of
accounting system of Vietnam and reports of Board of Supervision; and
(i)
to request the Board of Supervision to examine specific issue in relation to

the management and operation of the Company if necessary. The request
must be in writing.
(j)
To call for the Shareholder Meeting in any following cases:

(i)
The Board of Management seriously violates the rights of

Shareholders, duties of managers or makes decisions beyond its
power; and
(ii)
The term of the Board of Management is expired more than 06

months and no election for the new Board of Management is held.
Such request must be made in writing enclosed with the documents,

evidence proving the violations of the Board of Management, seriousness
of the said violations and the defective decisions.
Article 9.
8
Obligations of Ordinary Shareholders
Please be noted that each Board Member have one vote in the Board Meeting according to Article 108.3
of the Law on Enterprises.
Without prejudice to any other provisions of this Charter, an Ordinary

Shareholder must:
(f)
(a)
make full payment to the Company for the subscribed Shares within 90
(ninety) days from the issuance date of the Investment Certificate and be
liable for debts and other liabilities of the Company to the extent of the
paid-up Shares;
(b)
not be entitled to withdraw the paid-up capital made in form of Ordinary

Shares unless otherwise those Shares are bought back by the Company or
transferred to another person. If the paid-up capital in form of Ordinary
Shares is withdrawn partially or wholly by a Shareholder in contrary to
this Article 9.1, Board Member and the Legal Representative of the
Company shall be jointly liable to debts and other obligations of the
Company to the extent of the revoked capital;
(c)
comply with the Charter and internal rules of the Company;
(d)
comply with the decisions of the Shareholder Meeting and the Board of
Management;
(e)
Comply with other obligations in accordance with the Laws and the
Charter; and
obtain prior approval from a Preference Shareholder in writing, for the following,
before the resolution by the Shareholder Meeting ;
(a)
amendment and/or repeal or alteration of the Company Charter;

i) sale, lease, exchange, mortgage, pledge or any disposition in equivalent to
[70]% or more of the total value of assets recorded in the latest financial
report of the Company including the goodwill of the Company;
ii) incurring and creating indebtedness and issuance of new shares or
securities;
iii) merger or consolidation of the Company with any other company, or
acquisition of the shares or assets of another entity, or entering into a
joint venture;
iv) investment of corporate funds in any other corporation or new business or
for any purpose other than the primary purpose for which it was
organized;
v) filing of a petition for voluntary reorganization or suspension of payment

of its obligations, or an application for the appointment of a receiver or
trustee itself or for any part of its properties or an application for the
liquidation or dissolution of the Company, or a partial suspension of
business operation;
vi) appointment or removal of Board Member, Supervisor, and external
auditors;
vii) approval of any sale or disposition of strategic assets or transfer of shares
of any subsidiary (including a contribution to a joint venture).
viii) declaration of dividends;
ix) any action which is not in consonance with the declared economic policies
of the Company;
x) the creation of reserves;
xi) the modification or reversal of any decision made or taken by the Board of
Directors; and
xii) the determination of the compensation of the Board of Directors.
Article 10.
Ordinary Shares of Founding Shareholders
10.1
Within 90 days from the issuance date of the Investment Certificate, the Company
must send a notice of the Share payment to the Licensing Authority.
10.2
The legal representative of the Company shall be individually liable for any
damage to the Company if there is any delay in sending the notice, or inaccurate
and dishonest notice.
10.3
In case where a Founding Shareholder fails to make payment for his/her

subscribed Shares, the unpaid Shares shall be:
(i)
paid up by the other Founding Shareholders in proportion to their

shareholding;
(ii)
paid up by the other Founding Shareholders; and
(iii)
paid up by other persons who are not Founding Shareholders. Those

persons shall then become the Founding Shareholders of the Company. In
this case, the Founding Shareholders who have not yet made payment of
subscribed Shares are no longer Founding Shareholders.
10.4
If the subscribed Shares of the Founding Shareholders have not been fully paid
up, all Founding Shareholders shall be jointly liable to the debts and other
liabilities of the Company in pro rata to their respectively paid Shares.
Article 11.
Rights of Preference Shareholders
A Preference Shareholder shall have the same rights as those of an Ordinary

Shareholder except for the rights in relation to the Shareholder Meetings in
accordance with Article 7.3(a)(ii).
Article 12.
Share Certificates
12.1
Certificates issued by the Company or data recorded in a Shareholder Book that

evidences the ownership of one or more Shares is referred to as Share Certificates.
Types of Share Certificates There are two classes of Shares including bearer Share
Certificate or non-bearer Share Certificate.
12.2
An error in the contents and form of a Share Certificate shall not affect the rights
and benefits of its holder. The Chairman and General Director shall be jointly
liable to losses caused by such a mistake.
12.3
In the case where a Share Certificate is lost, burned, partially damaged or

otherwise destroyed, the Share Certificate shall be re-issued upon a request made
by its owner. For those Shares with the par value of more than VND[10 million]
(an equivalent of USD [588]), prior to the acceptance of the request for issuance
of new Share Certificate, the Companys legal representative may ask the
Shareholders to make an announcement of the lost or destroy of the Share
Certificate, and ask the Company to issue new Share Certificate 15 days
thereafter.
Article 13.
Shareholders Book
13.1
The Company is required to make and retain the Shareholders Book from the date
of Investment Certificate in order to register information of Shareholders. Such a
book may be in form of either writing or electronic file or both.
13.2
Shareholders Book shall be kept in the Head Office of the Company or a

securities registration, custody, payment and clearing center. Shareholders are
entitled to check, review, extract and copy contents of the Shareholder Book
during the opening hours.
13.3
A Shareholder holding 5% or more of the total number of Shares shall be

registered with the Licensing Authority within 7 days from the date of acquisition
of the Share as stipulated in Article 14.5.
Article 14.
Issuance of Shares
14.1 [If the Charter Capital is increased or decreased pursuant to Article 6.2, the
Company shall change the shareholding structure pursuant to the decision of the
Shareholder Meeting to the fullest extent permitted by the Laws.]
14.2 For the purpose of this Article, issuance of Shares means any issuance of the
authorised Shares, or issuance of new Shares to increase the Charter Capital.
14.3 Subject to the decision of the Shareholder Meeting as stipulated in the Article
24.2(b), the Board of Management has the right to decide the time, method and
price of the issuance. The offering price of the issuance shall not be lower than the
market price of the offered Shares at the time of issuance or the latest par value of
the Shares, except in the following cases:
(a)
where Shares are offered for the first time to those who are not Founding
Shareholders;
(b)
where Shares are offered to all Shareholders in proportion to their

respective shareholding; and
(c)
where Shares are offered to brokers and/or underwriters.
14.4 In any of the cases as stipulated in Clause (c) above, the applicable discount rate
must be approved by the Shareholder Meeting.
14.5 The issue of additional Shares to all Shareholders in proportion to their respective
shareholding shall be as follows:
(a)
The Company must notify all Shareholders of the additional issuance by

registered mail. In the meantime, the notice must be published in
newspapre in 3 consecutive issues within 10 days from the date of the
notice.
(b)
Preemption of Share purchase can be transferred to other persons pursuant

to Article 15; and
(c)
If the Share subscription form is not sent to the Company within the time
limit as stipulated in the notification, the relevant Shareholder is
considered as refusing preemption of Share. If the offered Shares have not
been entirely subscribed by the Shareholders, the Board of Management
may decide to offer the unsubscribed Shares to other persons provided that
the offering conditions of the unsubscribed Shares are not better than those
offered to the relevant Shareholders, unless otherwise agreed by the
Shareholder Meeting or the Shares are offered through the stock exchange.
14.6 Shares shall be deemed to be sold when they are fully paid and information of the
buyer are adequately and truthfully recorded in the Shareholder Book, then the
buyer of such Shares shall become a Shareholder.
14.7 The Company shall issue Share Certificates to the buyer after full payment of the
offered Shares is made. The Company may opt to sell Shares without issuing
Share Certificates. In this case, incorporation of details of the buyer in the
Shareholder Book shall be sufficient to evidence the ownership of such buyer
over the purchased Shares.
14.8 The Company may conduct the private placements and public offerings pursuant to
the decision of Shareholder Meeting and in accordance with the Laws.
Article 15.
Shares Transfer
15.1
To the fullest extent permitted by the Laws, a Shareholder shall not transfer his
Shares or his preemption rights to any person who is not a Shareholder except in
the cases as stipulated in Articles 15.2 and 15.3.9
15.2
Right of First Refusal

(a)
In the case where a Shareholder (the Transferor) desires to transfer a

part or whole of his Shares (the Offered Shares), he/she shall send a
[30] day prior notice of the Offered Shares (the Transfer Notice) to all
other Shareholders (the Offerees).
(b)
The Transfer Notice shall include following main contents:
(c)
(i)
Number of the Offered Shares;
(ii)
Class of the Offered Shares;
(iii)
Price of the Offered Shares;
(iv)
Address of the Transferor; and
(v)
The offering conditions (if any).10
Upon the expiry of the said [30] day time limit, the Transferor shall be
entitled to transfer the Transferred Shares to any third party provided that
the offering conditions to the third party shall not be more preferential
than the conditions offered to the Offerees if:
(i)
The Offerees have failed to respond to the Transfer Notice;
(ii)
The Offerees do not buy or do not buy in full the Offered Shares;
or
Please be noted that there is no restriction relating to transfer of Shares of non-founding shareholder and
transfer of ordinary Shares of founding shareholder after 3 years of the Investment Certificate.
10
Ex: The Offerees must buy all of Offered Shares or must buy at least a certain Offered Shares.
(iii)
15.3
The conditions (if any) as set out in the Transfer Notice are not
satisfied by the Offerees.
Tag-Along Rights
(a)
Subject to Articles 15.1 and 15.2 and to the fullest extent permitted by the
Laws, when a Shareholder (Tag-Along Transferor) transfers his Shares
to any person (Tag-Along Transferee) who is not Shareholder, he/she
shall send to all other Shareholders (Tag-Along Offerees) a 30 day
notice (Tag-Along Notice) with the terms and conditions of his/her
Share transfer.
(b)
If the Tag-Along Offerees agree to the Tag-Along Notice, they will be

entitled to sell their respective Shares to the Tag-Along Transferee on the
same terms and conditions of the transfer of the Tag-Along Transferor.
Article 16.
Issue of Bonds
16.1
The Company shall be entitled to issue bonds, convertible bonds, and other
classes of bonds in conformity with the Laws.
16.2
Unless otherwise stipulated in the regulations on securities, the Company shall not
be allowed to issue bonds if:
(a)
It fails to make full repayment for the principal and interest of issued
bonds or do not pay or make full payment of due debts in the last 3
consecutive years; and
(b)
The average after-tax-profit ratio in the last three consecutive years is not
higher than interest proposed to pay for bonds to be issued;
16.3
The issuance of bonds to creditors that are selected financial institutions shall not
be restricted by Article 16.2 (a).
16.4
The Board of Management shall decide the classes of bonds, the total value of
bonds and issuing time, but shall be subjected to report at the nearest Shareholder
Meeting. The report is required to attach with materials and documents for
explaining the decision of the Board of Management on the issuance of bonds.
Article 17.
Denomination of Shares
To the fullest extent permitted by the Laws, Shares and bonds issued by Company
can be paid in either Dong, convertible foreign currencies, gold, and value of land
use right, value of intellectual property rights, technology and know-how or other
classes of assets and must be paid in full once.
Article 18.
Shares Buy-back at Shareholders Requests
18.1 A Shareder (the Disagreeing Shareholder) shall be entitled to request the

Company to buy back his Shares if the requesting Shareholder votes against
decisions of the Shareholder Meeting in relation to the reconstruction of the
Company or alteration of the rights, obligations of the Shareholders that are
stipulated in the Charter.
18.2 The offer to sell the Disagreeing Shareholders Shares shall be made in writing and
sent to the Company within [10] working days from the date of the relevant
decision by the Shareholder Meeting which is disagreed by the Disagreeing
Shareholder.
18.3 The Company may buy back the Shares offered by the Disagreeing Shareholder at
an agreed price within [90] days from the date of receiving the offer from the
Disagreeing Shareholder. If the parties cannot agree on the price of the
Disagreeing Shareholders Shares, the Company is required to recommend 3
pricing entities and the Disagreeing Shareholder shall choose 1 out of the
recommended 3. Decision of the chooen pricing entity shall be final and binding
upon the relevant parties. The costs for the pricing entitys decision shall be
equally shared by the relevant parties.
Article 19.
Share Buy-back at Companys Request
The Company may buy back no more than 30% of total issued Ordinary Shares or
apart or whole of total issued Preference Shares on the condition that the
Company shall keep the ratio of the Ordinary Share and Preference Shares among
total issued Shares as 60:40. The Board of Management shall decide buy-back of
10% or less of total issued Shares of each class for every 12 months. Buying back
of more than 10% of the total issued Shares shall be decided by the Shareholder
Meeting. The buy-back shall be in accordance with the Laws.
Article 20.
Conditions for Payment of Buy-back Shares
20.1
The Company is only entitled to make full payment for the bought-back Shares as
stipulated in Articles 18 and 19 if the Company is capable of paying off due debts
and other liabilities after making such a payment.
20.2
All Shares that are bought back in conformity with Articles 18 and 19 shall be
deemed as authorized Shares and may be offered for sales.
20.3
Share Certificates of the bought-back Shares shall be destroyed right after the full
payment thereof is made. The Chairman and General Director shall be jointly
liable to the damage to the Company and/or third parties due to their respective
failure or delay in destroying the bought-back Shares Share Certificates.
20.4
If payment of the bought back Shares is leaded to a decrease of 10% of the total
asset value of the Company or more, the Company is required to notify the same
to all of its creditors within 15 days from date of making the relevant payment.
Article 21.
21.1
Payment of Dividends
The dividends shall be divided to the Shareholders after deduction of the

following amounts from the Net Profits:
(a)
Reservation fund: the amount equivalent to the next two(2) times of

repayment of principal with interest thereon and all other moneys due or to
become due from the Company under any agreements relating to
borrowing and issuing bond ; and
(b)
Bonus: [5] % of the Net Profit.
21.2
Net profit (Net Profits) for the purpose of dividends payment shall be
determined pursuant to the applicable Vietnamese Accounting System.
21.3
Dividends can be paid in form of cash, Shares or assets subject to the decisions of
the Shareholder Meeting. If payment is made in cash, that cash must be USD and
can be in made by cheque or a monetary order sent to the resident addresses of the
Shareholders.
21.4
Dividends can be paid through bank if the Company has all information that
enables to transfer the dividends to the Shareholders bank account. If the
Company has transferred the dividend to the address as provided by Shareholders,
it shall not be responsible for any losses that may happen from that transaction.
21.5
The Board of Management must make a list of eligible Shareholders, determine

the amount of dividend, the time and form for making payment at least [30] days
prior the date on which the payment is proposed to be made. Notification of
dividend payment must be sent by secured mail to the registered address of all
Shareholders no later than [15] days prior to the date on which such payment is
proposed to be made.
21.6
Where a Shareholder transfers his Shares to any person pending the completion of
the list of Shareholders and the dividends payment, the dividends shall be paid to
the transferor.
Article 22.
Recovery of Payment for Buy-back Shares or Dividends
In the case where a Share buy-back does not comply with Article 20 or the
payment of dividend is contrary to Article 21, the relevant Shareholder shall
return the Company his paid money or assets. In the case where a Shareholder is
not able to do so, that Shareholder and all Board Members shall jointly be liable
to debts of the Company to the extent of the paid money or assets he being unable
to return to the Company.
Article 23.
Acts of Default by Ordinary Shareholders
23.1
The occurrence of any of the following shall, while it subsists, constitute an act of
default by Ordinary Shareholders:
(a) the failure of Ordinary Shareholders to comply with any material obligation
imposed to it by this Agreement;
(b) an application (which is not dismissed or withdrawn within 30 Business
Days) is made for the bankruptcy, winding up or dissolution of Ordinary
Shareholders;
(c) an order is made or a resolution is passed for the bankruptcy, winding up or
dissolution of Ordinary Shareholders, otherwise than for the purposes of a
solvent reconstruction or amalgamation;
(d) a receiver, trustee or similar official is appointed over all or any part of the
assets of Ordinary Shareholders; or
(e) Ordinary Shareholders enters into or resolves to enter into any arrangement,
composition or compromise with or assignment for the benefit of its creditors
generally or any class or its creditor or proceedings are commenced to
sanction any such arrangement, composition or compromise.
23.1
If a Ordinary Shareholder commits an act of default under Article 23.1 (the

"Defaulting Shareholder"), any of a Preference Shareholder (the "Non-Defaulting
Shareholders") may, at any time after that act of default occurs, serve a notice of
default on the Defaulting Shareholder specifying the nature of the default. If that
act of default is not remedied by the Defaulting Shareholder within 30 Business
Days after the giving of the notice of default, the Defaulting Shareholder shall
purchase all of the Preference Share from Non-Defaulting Shareholders with the
par value or as otherwise agreed between Defaulting Shareholder and NonDefaulting Shareholders. If the parties do not reach to the agreement with regard
to the purchasing price within 210 days after the giving of the notice of default,
the Defaulting Shareholder shall be deemed to have relinquished its entire
ownership interest in the Company to the Non-Defaulting Shareholders pro rata in
proportion to their ownership interests or as otherwise agreed between the NonDefaulting Shareholders.
23.1
In the event an act of default under Article 23.1(a) occurs, such act of default shall
not operate to deem the Defaulting Shareholder to have relinquished its
Ownership Interest, if the Defaulting Shareholder:
(a) remedies such default within thirty(30) days after the notice of default is
given;
(b) gives notice to the Non-Defaulting Shareholders that the Defaulting
Shareholder will pay adequate monetary compensation to the Non-Defaulting
Shareholders if the default is not capable of being remedied; or
(c) the alleged default relates to a matter in respect of which the alleged
Defaulting Shareholder has provided the other Shareholders with a notice of
Force Majeure pursuant to the provisions of Article 24.
Article 24.
Force Majeure
24.1 If a Shareholder is rendered unable wholly or in part by force majeure to carry out
its obligations under this Charter, it shall give to the other Shareholders prompt
notice of the force majeure with reasonably full particulars thereof, and its
obligations, so far as they are affected by the force majeure, shall be suspended
during but not longer than the continuance of the force majeure.
24.2 The claiming Shareholder shall use all reasonable diligence in the circumstances to
remove the force majeure as quickly as practicable save that it shall not thereby be
rendered liable to settle any strike, lockout or other labor difficulty on terms not
reasonably acceptable to it or to its Affiliate which is carrying on a substantially
similar or related business which may reasonably be expected to be adversely
affected by that settlement.
24.3 For the purposes of this Agreement, the term "force majeure" shall mean:
(a)
war, whether declared or undeclared, act of war, threat of imminent war,
revolution, terrorist activities, rebellion, or act of public enemies;
(b)
riot, civil commotion, vandalism, sabotage, blockade, or disturbance or
any unlawful act against public order or authority;
(c)
strike, lockout, shortage of necessary labor, stoppage, ban or limitation on
work or restraint of labor or any other form of industrial disturbance, whether at
the Project Lands, or otherwise;
(d)
act of God, fire, flood, storm, typhoon, tsunamis, lightning strike,
earthquake, drought, tempest or cyclone or other adverse weather condition;
(e)
act or restraint of any governmental or semi-governmental or other public
or statutory authority of the Philippines or Japan, having or purporting to have
jurisdiction;
(f)
the inability to obtain, or revocation of, or amendment to any order,
permit, license, certificate, authorization or approval of any governmental or
regulatory body that is or may be required in order to perform or comply with any
term or condition of this Agreement, including such of the foregoing as may be
required in order to conduct any work under the Tenement Permits/Agreements,
unless such revocation or amendment of any such order, permit, license,
certificate, authorization or approval was caused by the violation of its terms or
consented to by the Shareholder holding it;
(g)
serious or significant interruption in transport; or
(h)
any other cause not reasonably within the control of the claiming
Shareholder.
24.4
As soon as practicable after giving notice under Article 23.1, the claiming
Shareholder shall provide to the other Shareholders a sworn declaration
confirming the particulars required to be given under Article 23.1.
24.5 A Shareholder shall not be entitled to claim the benefit of the provisions of Article
23 under any or all of the following circumstances:
(a)
if the failure to observe or perform the obligation imposed upon such

Shareholder was caused by an arrest or restraint by the government
agencies or the order of any court and such arrest, restraint or order was
as a result of a breach by such Shareholder of an obligation hereunder;
(b)
if the failure to observe or perform the obligation imposed upon such

Shareholder was caused by such Shareholder's failure to act in a
reasonable and prudent manner under the circumstances; or
(c)
if such Shareholder fails to give the other Shareholders notice in writing

as soon as reasonably possible after determining that the occurrence was
of the nature of force majeure to the effect that such Shareholder was
unable by reason of force majeure (the nature thereof shall be therein
specified) to perform the particular obligation.
Article 25.
Additional Funding
25.1
the Company shall, at its own responsibility and expense, procure whatever funds
may be necessary for it to conduct its business operations over and above its paid
in capital and retained earnings.
25.2
Should it be determined by the parties hereto, in accordance with sound and

prudent business practices, that additional paid in capital is required for the
Company over and above that to be contributed by the parties hereto pursuant to
Article 2 hereof, such additional capital shall, unless otherwise agreed by all the
parties hereto, be provided by Ordinary Shareholders, notwithstanding any other
provision to the contrary, which may further increase the capitalization of the
Company and allow for third party subscription thereof.
25.3
In lieu of contributing further paid in capital to the Company, to loan such

additional funds as the Company requires to it directly or to guarantee loans to the
Company by a bank or other financial institution. Such loans or guarantees, as the
case may be, shall, unless otherwise agreed by all the parties hereto, be arranged
by Ordinary Shareholders.
IV.
STRUCTURAL ORGANIZATION
Article 26.
Organizational Structure
The organization of the Company shall comprise of:

(a)
Shareholders Meeting;
(b)
Board of Management;
(c)
Chairman;
(d)
General Director; and
(e)
Board of Supervision.
Article 27.
24.1
11
Shareholder Meeting
All Shareholders with voting rights make up the Shareholder Meeting that acts as
the highest decision-making body of a shareholding Company. The Shareholder
Meeting shall have the following rights and obligations:
(a)
To approve development strategy of the Company;
(b)
To decide classes and total number of authorized offered SharesShares of

each class offered for sales; decide the annual dividend per Shareshare;
(c)
To elect, exempt and dismiss the Board Members and Supervisor;
(d)
To make decisions on investment or sales of assets in equivalent to [70]%

11
or more of the total value of assets recorded in the latest financial report;
(e)
To decide revision or supplementation of the Charter, except where there

is an adjustment of share capital as a result of selling further authorized
SharesShares offered for sales in accordance with the provision of this
Charter;
(f)
To ratify the annual financial report;
(g)
To make decision on the buy-back of more than 10% of issued

SharesShares of each class;
(h)
To investigate and decide how to deal with breaches committed by the

Board of Management and the Board of Supervision, which cause
damages to the Company and Shareholders;
(i)
To decide on the re-organization and dissolution of the Company; and
This ratio can be changed.
(j)
24.2
To do such other acts and things as the Shareholder Meeting deem fit and
in accordance with this Charter and the Laws.
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.
Article 28.
Call for Shareholder Meetings
25.1
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.
25.2
The annual Shareholder Meeting shall discuss and approve:
25.3
25.4
12
(a)
The Annual Financial Accounts;
(b)
The report of the Board of Management on the evaluation of the business

management and performance of the Company;
(c)
The report of the Board of Supervision on the Board of Management and

the General Director;
(d)
Dividends for each class of Shares; and
(e)
Other issues suggested by the Board of Management.
The Board of Management is required to call for extra Shareholder Meeting in the
event where:
(a)
It is necessary for the benefits of the Company;
(b)
The number of Board Members are reduced to a number smaller than that
stipulated in the Laws;
(c)
There is a request made by any Shareholder; or
(d)
There is a request made by the Board of Supervision.
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.
The Shareholder can decide the number of Shares and number of vote represented by each authorized
representative.
25.5
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.
25.6
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.
25.7
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.
25.8
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.
25.9
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.
25.10 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.
Article 29.
Agenda and Contents of Shareholder Meetings
26.1
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.
26.2
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.
26.3
Person who calls for the Shareholder Meeting can refuse a recommendation as
stipulated in Article 26.2 only if:
(a) That recommendation is not sent within the time limit or does not contain all
information as required; or
(b) Matters that are proposed to be included in the meeting agenda do not fall
under jurisdiction of the Shareholder Meeting.
26.4
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.
Article 30.
List of Shareholders Eligible to Participate in Shareholder Meetings
27.1
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;
27.2
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.
Article 31.
Invitation of the Shareholder Meetings
28.1
Person who calls for the Shareholder Meeting must send a meeting invitation to
all Shareholders eligible to participate in the meeting of Shareholders no later than
7 days prior to the opening date of the meeting. Meeting invitation is required to
send by a secured mail to resident address of Shareholders.
28.2
The meeting invitations must be enclosed with a standard form of authorization,

meeting agenda and other relevant materials as well as draft decisions proposed to
be passed at the meeting. After launching the website, the meeting invitation and
other relevant materials must be posted on the website along with sending to
Shareholders.
Article 32.
Conditions for Valid Shareholder Meeting
29.1
Shareholder Meeting is entitled to open if all participating Shareholders own at

least [65]%13 of the total voting Shares.
29.2
If the first meeting fails to open due to not satisfying conditions as stipulated in
this Article 29.1, the second meeting shall be called for within 30 days from the
proposed opening date of the first meeting. The second meeting is entitled to open
if all participating Shareholders own at least [51] %14 of total voting Shares;
13
According to Paragraphs 503 and 504 of the Report of the Working Party on the Accession of Viet Nam
and the Annex attached Resolution 71, the shareholders are entitled to provide the other ratio. Please
confirm this ratio.
14
confirm this ratio.
29.3
If the second meeting fails to open due to not satisfying conditions as stipulated in
Article 29.2, the third meeting shall be called for within 20 days from the
proposed opening date of the second meeting. The third meeting is always entitled
to open regardless of the number of participating Shareholders as well as their
voting Shares;
Article 33.
Steps and Voting Methods of Shareholder Meetings
30.1
Prior to the opening of the Shareholder Meeting, the registration of the present
Shareholders must be done and continued until all eligible present Shareholders
have been registered. Upon registration, the present Shareholders shall be
provided with voting cards corresponding with the number of issues to be voted in
the meeting agenda.
30.2
The Chairman, the secretary and the voting committee of the Shareholder Meeting
shall have the following duties and powers:
(a)
The Chairman shall chair a Shareholder Meeting which is called by the

Board of Management. In the case where the Chairman is absent or
temporarily incapable to act, the remaining Board Members shall select
one of them to chair the Shareholder Meeting. If no one is selected to chair
the Shareholder Meeting, the highest ranking Board Member shall
temporarily chair the Shareholder Meeting in oder to vote for a person to
chair the Shareholder Meeting who must receive the highest votes. In
other cases, the person who signs the decision to call for the Shareholder
Meeting shall temporarily chair the Shareholder Meeting to vote for a
person to chair the Shareholder Meeting who must receive the highest
votes.
(b)
The secretary who is nominated by the person chairing the Shareholder

Meeting shall be in charge of preparing the meeting minutes.
(c)
The voting committee comprises of no more than three persons who are
elected by Shareholder Meeting based on recommendation of the person
chairing the Shareholder Meeting.
(d)
The meeting agenda and contents must be approved by the Shareholder

Meeting at the opening session. The meeting agenda must detail timeschedule for discussing each issue.
(e)
The person who chairs the Shareholder Meeting and the secretary of the
Shareholder Meeting are entitled to conduct activities necessary to ensure
that the meeting is working properly in complying with the approved
agenda as well as desires of the present Shareholders.
30.3
The Shareholder Meeting shall discuss and vote for each of the issues as printed
in the meeting agenda. The voting shall be done by the way of firstly collecting
voting cards for, then against and finally blank. The voting results must be
announced by the chairman at the closing time of the Shareholder Meeting.
30.4
The Shareholders or authorized representatives who come after the opening of the
meeting are also entitled to register and can vote afterward. The person who
chairs the Shareholder Meeting is not entitled to suspend the Shareholder Meeting
in order to enable the late comers to register. In this case, the validity of the voting
that has been already done remains unaffected.
30.5
The person chairing a Shareholder Meeting is entitled to delay opening time or

change venue of the same in any of the following cases:
(a)
There is not enough space for the participants at the relevant meeting
venue; or
(b)
One or more participants disturb or obstruct the Shareholder Meeting so

that it cannot be able to be proceeded fairly and properly.
The delay can not exceed 3 days from proposed opening date of the meeting.
30.6
If the delay or suspension is made by the person chairing the relevant Shareholder
Meeting in contrary to Article 30.5, the present Shareholders shall elect one
Shareholder to chair the Shareholder Meeting and the validity of the subsequent
voting remains unaffected.
Article 34.
31.1
Passing Decisions of Shareholder Meetings
Decisions of the Shareholder Meeting are passed in form of voting a meeting or

consulting opinions in writing. Decisions shall be passed by voting at
Shareholder Meeting in relation to following contents:
(b)
amendment and/or repeal or alteration of the Company Charter;
(c)
sale, lease, exchange, mortgage, pledge or any disposition in equivalent to

[70]% or more of the total value of assets recorded in the latest financial
report of the Company including the goodwill of the Company;
(d)
incurring and creating indebtedness and issuance of new shares or

securities;
(e)
merger or consolidation of the Company with any other company, or

acquisition of the shares or assets of another entity, or entering into a joint
venture;
(f)
investment of corporate funds in any other corporation or new business or

for any purpose other than the primary purpose for which it was
organized;
(g)
filing of a petition for voluntary reorganization or suspension of payment

of its obligations, or an application for the appointment of a receiver or
trustee itself or for any part of its properties or an application for the
liquidation or dissolution of the Company, or a partial suspension of
business operation;
(h)
appointment or removal of Board Member, Supervisor, and external

auditors;
(i)
approval of any sale or disposition of strategic assets or transfer of shares

of any subsidiary (including a contribution to a joint venture).
(j)
declaration of dividends;
(k)
any action which is not in consonance with the declared economic policies
of the Company;
(l)
the creation of reserves;
(m)
the modification or reversal of any decision made or taken by the Board of

Directors; and
(n)
the determination of the compensation of the Board of Directors.
31.2
Decisions of the Shareholder Meeting shall be passed by at least [51]% 15 of total

votes of the Shareholders present in the Shareholder Meeting.
31.3
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.
31.4
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.
31.5
Passed decisions of Shareholder Meeting must be notified to Shareholders eligible

to attend the Shareholder Meeting within fifteen (15) days from the passing date.
15
confirm this ratio.
16
confirm this ratio.
Article 35.
Board of Management
32.1
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.
32.2
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.
32.3
The Board of Management shall have following rights and obligations:
17
(a)
To determine the development strategy and the annual business plan of the
Company;
(b)
To make proposals with regard to the classes of Shares and the total
number of authorized offered Shares of each class for sales;
(c)
To decide on new authorized offered Shares of each class; mobilization of

capital in other forms;
(d)
To set the offering price of Shares and bonds;
(e)
To determine the Shares buy-backs as stipulated in Article 19.2;
(f)
To decide on investment projects and investment plans for projects under

its authority pursuant to the Laws and this Charter;
(g)
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;
(h)
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;
(i)
To supervise and guide the General Director and other managers in

running the day-to-day business of the Company;
Please confirm.
the shareholders are entitled to provide the smaller ratio to expand Board of Managements rights. Please
confirm the other ratio.
18
(j)
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;
(k)
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;
(l)
To submit Annual Financial Account to the Shareholders Meeting;
(m)
To make decisions on the amount of dividend, time and procedure for

payment of such dividend or method for settlement of losses; and
(n)
To make proposal with respect to reorganization or dissolution of the

Company.
32.4
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.
32.5
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.
Article 36.
Chairman
33.1
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.
33.2
The Chairman shall have the following rights and obligations:

(a)
To prepare programs and working plans of the Board of Management;
(b)
To prepare agenda, contents and materials for the Board Meetings;
(c)
To call for the Board Meeting;
33.3
(d)
To chair the Board Meeting and the Shareholder Meeting if the Board of
Management calls for the Shareholder Meeting;
(e)
To be in charge of passing decisions of the Board of Management; and
(f)
To supervise the implementation of decisions passed by the Board of

Management;
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.
Article 37.
Board Meetings
34.1
Board Meetings shall be held as often as business requires, but at least once every
quarter, and shall be presided over by the Chairman. The Chairman shall call for a
Board Meeting at the request of any of (i) the General Director; (ii) any two
Board Members; or (iii) the Supervisory Board.
34.2
Board Meetings shall be called for by not less than seven days written notice
given in accordance with this Article 34.1 including particulars of the place, date,
time and agenda for the meeting. Any notice shall include an agenda identifying
in reasonable detail the matters to be discussed at the meeting together with
copies of any relevant papers to be discussed at the meeting.
34.3
Board Meetings may be held any place within and outside the territory of Vietnam
as the Board of Management may determine from time to time.
34.4
The Board Members may attend a Board Meeting by telephone or other electronic
means of communication provided every such Board Member is able to hear and
be heard by all the other Board Members attending in person. Attendance by such
means shall constitute attendance in person.
34.5
If a Board Member is unable to attend any Board Meeting, he may appoint a

proxy (who may or may not be another Board Member) in writing to attend in his
place and vote on his behalf at such meeting. The proxy may be appointed for a
specific Board Meeting or for any number of Board Meetings until further notice
by the relevant Board Members. Every instrument of appointment shall be sent or
delivered to the Chairman at the head office prior to the commencement of such
Board Meeting. A proxy shall have one vote for each Board Member whom he
represents and one vote for himself if he is also a Board Members in his own
right.
34.6
Any manager may be required by any Board Member to attend any Board
Meeting in order to report directly to the Board of Management with respect to
any matters concerning the Company or the business of the Company for which
they have responsibility or in connection with which they have knowledge or skill
and shall provide the Board of Management with all additional information and/or
documents concerning the operation of the Company and relevant to a Board
Meeting as they may request.
34.7
The Board of Management may appoint a secretary (the "Board Secretary"). The
Board Secretary shall keep a record of all proxies, meetings, resolutions passed,
notices served, changes in the Charter and other matters of importance concerning
the administration of the Company.
34.8
The Board Secretary may be removed from office and replaced at any time by the
Board of Management.
34.9
The Board Secretary shall prepare complete and accurate minutes of each Board
Meeting in English and Vietnamese including the names of those in attendance,
the date and place of the Board Meeting, the matters discussed and resolutions
passed. Notwithstanding the foregoing, if the Board Secretary cannot attend a
Board Meeting, the Board of Management may appoint a temporary secretary in
his or her place for the purposes of that meeting.
34.10 The Board Secretary shall circulate the minutes to all of the Board Members as
soon as practicable after each meeting and, in any event, no later than seven days
after the relevant meeting. The minutes of each Board Meeting shall be signed by
the Chairman with a copy supplied to each Board Member and the original shall
be filed at the head office of the Company or such other address as the Board of
Management shall direct.
34.11 Reasonable expenses of Board Members incurred in connection with attendance
at Board Meetings including travel and lodging shall be reimbursed by the
Company in accordance with the policies on the reimbursement of such expenses
passed by the Company from time to time.
Article 38.
Board Meeting Quorum
35.1
The quorum for a valid Board Meeting shall be achieved if three-fourths (3/4) of
the total number of the Board Members in office are present in person or by
proxy.
35.2
Where the stipulated numbers are not present at the meeting called for as
stipulated in Article 35.1, the second meeting shall be called for within fifteen
(15) days of the date of the intended first meeting. In this case, the meeting shall
be conducted when there are more than one half of the total Board Members.
Article 39.
Voting at Board Meetings
Each Board Member shall have one vote. Issues arising out at a Board Meeting
shall be decided by a simple majority of votes of attending Board Members (in
person or represented by proxy). In the case of an equality of votes, the Chairman
shall have a casting vote.
Article 40.
Minutes of the Shareholder Meeting and Minutes of the Board
Meeting
37.1
All Shareholder Meetings and Board Meeting must be recorded in the Minutes
Book. The meeting minutes must be completed and approved before the closing
of the relevant meeting.
37.2
The chairperson of the relevant meeting and the secretary shall be jointly
responsible for the accuracy and truthfulness of the relevant meeting minutes.
The meeting minutes must be sent to all Shareholders and Board Members within
15 days from the closing date of the relevant meeting.
Article 41.
Written Resolutions without Board Meeting
A resolution in writing signed by all of the Board Members shall be valid and
effectual as if it had been passed at a meeting of the Board of Management duly
called for and held. Such resolution may consist of one or more documents in like
form each signed by one or more Board Members. The expressions "in writing"
and "signed" shall include approval by electronic or facsimile transmission.
Article 42.
General Director
39.1
The Board of Management shall appoint one among them or hire other person to
act as the General Director of the Company.
39.2
The General Director shall manage the day-to-day business operation of the
Company under the supervision of the Board of Management and be liable to the
Board of Management for his performance of assigned rights and obligations.
39.3
The term of the General Director is no more than 5 years and can be renewed
unlimitedly.
39.4
Qualifications of the General Director: (i) having capacity for civil act and not
prohibited from managing an enterprise in accordance with the Law on
Enterprises; and (ii) being a person with expertise and experiences in relation to
business management or major business activities of the Company.
39.5
The General Director of the Company cannot be simultaneously the Director or

General Director of another company.
39.6
The General Director shall have following rights and obligations:
(a)
To make decisions on all matters arising from the day-to-day business

operation of the Company without obtaining passing decision of the Board
of Management.
(b)
To arrange for the implementation of decisions passed by the Board of

Management;
(c)
To arrange for implementation of business and investment plans of the

Company;
(d)
To make proposals as to the organizational structure and the internal

management rules of the Company;
(e)
To appoint, dismiss or remove managers of the Company, except those

whose appointment, dismissal or removal are within the power of the
Board of Management;
(f)
To determine the salary and other allowances of employees of the

Company, including managers whose appointment is within the power of
the General Director;
(g)
To hire employees;
(h)
To make proposal as to payment of dividend or settlement of losses of the

Company;
(i)
To execute all the contracts and transactions of the Company; and
(j)
To exercise such other tasks and duties under decisions of the Shareholder
Meeting and/or the Board of Management in accordance with this Charter
and the Laws.
Article 43.
Salaries, Allowance and Other Benefits of Board Members and
General Director
The Company is entitled to pay the remuneration, salaries to the Board Members
and General Director and other Managers according to the performance and profits
of the business. Remuneration of the Board of Management and salaries of General
Director or other managers of the Company shall be deducted from business
expenses of the Company and shall be presented in a separate section of the
Companys annual financial statement and reported to the annual Shareholder
Meeting.
Article 44.
41.1
Duties of Managers
The Board Members and Chairman of the Board of Management, General

Director and other managers of the Company shall have following duties:
41.2
(a)
To exercise rights and obligations in accordance with provisions of the

Laws, this Charter and decisions of Shareholder Meeting;
(b)
To exercise rights and obligations in a fiduciary, diligent and optimal

manner for the purpose of maximizing legitimate benefit of the Company
and its Shareholders;
(c)
To pledge loyalty toward the Company and its Shareholders; do not make
use of information, know-how and business opportunity of the Company
as well as abuse their position, power and assets of the Company for the
benefit of themselves or other individual or organization; and
(d)
To notify promptly, fully and accurately the Company of those enterprises

in which they or their Connected Persons are sole owner or own a
dominant capital contributor or major Shareholder. This notification must
be displayed at the head office or branches of the Company.
The Board Members and the General Director entitled to any salaries increase the
salary or bonus if the Company is incapable of paying off its due debts and other
liabilities.
Article 45.
42.1
42.2
19
Limitations on Contracts
The following contracts must be approved by the Shareholder Meeting:

(a)
Contracts between the Company and a Shareholder holding more than

35% of the total Ordinary Shares or a Connected Person of that
Shareholder; or
(b)
Contracts between the Company and any Board Member or the General
Director; or
(c)
Contracts between the Company and any Connected Person of any Board
Member and/or the General Director.
Contracts and transactions in equivalent to less than [50]% 19 of total value of

assets as stated in the latest financial report of the Company shall be approved by
the Board of Management. In this case, the legal representative of the Company
must send draft contracts or the brief contents thereof to all Board Members along
with displaying them at the head office or branches of the Company. The Board of
Management shall approve such contracts or transactions within 15 days from the
date of displaying. Any Board Member who has related benefits is not allowed to
vote at the relevant Board meeting.
The shareholders are entitled to provide the smaller ratio. Please confirm this ratio.
42.3
Other contracts and transactions except those stipulated in Article 42.3 shall be
approved by the Shareholder Meeting prior to signing. The Board of Management
shall be in charge of submitting draft contracts or explain the main content of
intended transactions during the Shareholder Meeting or collecting Shareholders
opinion in writing. In this case, the Shareholders who have related benefits are not
allowed to vote.20 Contracts or transactions shall be approved by a number of
Shareholders owning at least [65] %21 of the total votes.
42.4
Contracts or transactions that are concluded without approval as stipulated in

Article 42.1, 42.2 and 42.3 shall be void and treated in accordance with the Law.
The legal representative of the Company, the Shareholders, the Board Members or
the General Director related to such contracts or transactions must compensate for
any incurred losses and return to the Company all benefits as resulted from
performing of such contracts or transactions.
Article 46.
Board of Supervision
43.1
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.
43.2
The Board of Supervision has the following rights and obligations:
20
(a)
Reviewing the reasonableness, Lawfulness, trustworthiness and diligence

of the business management and operation, accounting books, and
financial statements;
(b)
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 halfyear financial report, performance of the Board of Management to the
Shareholder Meeting;
Please noted that in this case the Company cannot execute this transaction because except ___ and its
authorized representative, no shareholder is entitled to vote.
21
confirm this ratio.
22
The number of Supervisor can be changed.
43.3
43.4
(c)
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
(d)
Recommend the Board of Management or the Shareholder Meeting to take

measures on adjusting and improving structure of organizational
management of the Company.
(e)
Obligations in relation to the provision of information to the Board of

Supervision:
(f)
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
(g)
The Board of Supervision and its members are not allowed to disclose the
information of the Company.
A Supervisor must:
(a)
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;
(b)
not be the Connected Person of the Board Members, the General Director
and any other Managers; and
(c)
not hold any management positions of the Company including the Board
Members, the General Director.
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.
Article 47.
44.1
Books and Records
The Company is required to keep the following documents:

(a)
Investment Certificate;
(b)
Charter of the Company and its amendments, supplements; Internal rules;

book of Shareholder registration;
(c)
Other licenses granted by the State Authority;
(d)
Documents and materials proving the ownership of the Company toward

its assets;
(e)
Meeting Minutes of Shareholder Meeting, the Board Meeting and

decisions of the Company;
(f)
Announcement for issuance of securities;
(g)
Reports of the Board of Supervision, conclusions of inspectorate agencies

and independent auditing agencies;
(h)
Accounting books, invoices and receipts, annual financial reports; and
(i)
Other documents as provided by Laws.
44.2
The Company is required to keeps the documents as regulated in Article 44.1 at

the Head Office pursuant to the Laws.
V.
ACCOUNTS, ACOUNTING AND AUDITING
Article 48.
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.
Article 49.
Fiscal Year
The Companys 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.
Article 50.
Accounts and Records
47.1
The Companys 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.
47.2
All accounting records, vouchers, books and statements of the Company shall be
made and kept in the Vietnamese language with English translations.
47.3
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.
Article 51.
Annual Reports
48.1
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.
48.2
The Annual Financial Account shall include a report on the results of business
operations, reflecting honestly and objectively the profit and loss situation of the
Company in the fiscal year; a balance sheet showing honestly and objectively the
operating state of the Company up to the date of the report; a cash flow statement;
and an explanation of the Annual Financial Account.
Article 52.
Information Release and Public Announcements
The Annual Financial Account and other supplementary documents must be

publicized according to the regulations (if any) of the Licensing Authority and
submitted to the tax authorities and Licensing Authority as requested by the Law.
Article 53.
Auditing
50.1
At the annual Shareholder Meeting, an independent auditing company authorized

to legally operate in Vietnam will be appointed to perform the Companys
auditing activities for the next fiscal year in accordance with the terms and
conditions agreed to by the Board of Management. Regarding the first fiscal year,
the Board of Management shall assign an auditing company to carry out the
Companys auditing activities after the date of the Investment Certificate.
50.2
The Company must prepare and submit the Annual Financial Account to the
independent auditing company after the conclusion of the fiscal year.
50.3
The Companys independent auditing company shall examine, certify and report
on the Annual Financial Account explaining the Companys income and
expenditure, generate an auditing report and present that report to the Board of
Management within six months after the fiscal year closes.
50.4
A copy of the auditing report must accompany each copy of the Companys
annual accounting reports.
VI.
RE-ORGANIZATION AND DISSOLUTION
Article 54.
Re-organization of Company
The procedures for division, separation, consolidation, merger and transformation

of the Company shall follow the provisions of Law on Enterprises.
Article 55.
Termination of Operations
The Company can dissolve or terminate its operations under the following
conditions:
(a) Upon declaration of bankruptcy of the Company.
(b) The Company has less than three Shareholders for six consecutive months.
(c) The Shareholder Meeting decides to dissolve the Company.
(d) Upon decision of the relevant State Agencies to revoke the Investment
Certificate by reason of serious violation of the Laws and/or stipulation of
the Investment Certificate.
Article 56.
Liquidation
53.1
As soon as practicable following any termination event specified in Article 52, the
Shareholder Meeting shall pass a resolution on dissolution of the Company. Such
a decision shall include the reasons for the dissolution, the schedule and
procedures of liquidation of contracts and repayment of debts of the Company and
other terms to the extent required by the Laws.
53.2
Within seven (7) days from the date of issuance, or such a longer period permitted
by law, the resolution on dissolution shall be sent to the Licensing Authority
(and/or the relevant business registration authority if required by law), all
creditors, other interested parties and employees of the Company as well as
posted at the Head Office and any branch office of the Company. Notice of
dissolution will be published in the local newspaper if required by law.
53.3
Promptly upon liquidation being directed in accordance with Article 49.1 hereof,
the Board of Management shall appoint three members to a liquidation committee
(hereinafter the Liquidation Committee).
53.4
The Liquidation Committee shall have all such powers permitted by the Laws as
are necessary for winding up the affairs of the Company and distributing its assets
as economically as possible and, subject at all times to the requirements of the
Laws, all such powers as the Board of Management may delegate to the
Liquidation Committee.
53.5
All reasonable fees and expenses incurred in the liquidation of the Company shall
be borne by the Company in priority over all other liabilities of the Company. All
other liabilities shall be paid in the following priority:
(a)
Salaries and social and health insurance premiums in respect of its

employees;
(b)
Outstanding taxes payable to the State of Vietnam;
(c)
Liquidation expenses;
(d)
Loans made to the Company by unsecured creditors and secured creditors

to the extent their loans are not satisfied out of the enforcement of their
security and including payments made by guarantors in discharge of such
loans;
(e)
Other liabilities; and
(f)
The remains after the payment of Items (a) to (e) above will be divided
among Shareholders in accordance with Article 7.3(c).
53.6
The Liquidation Committee has the responsibility to report to the business

registration authorities on its day of establishment and the commencement day of
operations. From that day, the Liquidation Committee will represent the Company
in all matters relating to the liquidation of the Company before the Court and
other administrative authorities.
VII.
INDEMNIFICATION
Article 57.
Indemnification
54.1
In addition to all other sums due hereunder or provided for in this Charter, the
Shareholder (the "Indemnifying Shareholder" for purposes of indemnification
under Article 54.1) agrees to indemnify and hold harmless the Company and other
Shareholder (each, an "Indemnified Person" for purposes of indemnification
under Article 54.1) to the fullest extent permitted by the Law from and against all
losses, claims, damages, expenses (including, without limitation, reasonable fees,
disbursements and other charges of counsel) or other liabilities (collectively,
"Liabilities") resulting from or arising out of any breach of any representation or
warranty, covenant or agreement of the Indemnifying Shareholder in the Charter,
or any legal, administrative or other actions, proceedings or investigations
(whether formal or informal), or written threats thereof, based upon, relating to or
arising out of the Charter or any transaction contemplated hereby or any
Indemnified Shareholder's role therein or in any transaction contemplated hereby;
provided, however, that the Indemnifying Shareholder shall not be liable under
Article 54.1 to an Indemnified Person (i) for any amount paid in settlement of
claims without the Indemnifying Shareholder's consent (which consent shall not
be unreasonably withheld), (ii) to the extent that it is finally judicially determined
that such Liabilities resulted primarily from the wilful misconduct or gross
negligence of such Indemnified Person, or (iii) to the extent that it is finally
judicially determined that such Liabilities resulted from the breach by such
Indemnified Person of any representation, warranty, covenant or other agreement
of such Indemnified Person contained in this Charter.
54.2
Each Indemnified Person under this Article 54 will, promptly after the receipt of
notice of the commencement of any action, investigation, claim or other
proceeding against such Indemnified Person in respect of which indemnity may
be sought from an Indemnifying Shareholder under this Article 54, notify the
Indemnifying Shareholder in writing of the commencement thereof. The omission
of any Indemnified Person to so notify the Indemnifying Shareholder of any such
action shall not relieve the Indemnifying Shareholder from any liability which it
may have to such Indemnified Person.
VIII. DISPUTE RESOLUTIONS

Article 58.
Dispute resolutions
Any dispute, controversy or claim arising out of or relating to the Charter shall be
firstly resolved by amicable negotiation and conciliation between the parties in
dispute. If no agreement in respect of the dispute, controversy or claim has been
reached via such amicable negotiation and conciliation, such dispute, controversy
and/or claim shall be finally settled by the Vietnam International Arbitration
Centre (VIAC) at the Vietnam Chamber of Commerce and Industry in accordance
with its Rules of Arbitration. The language to be used in the arbitration
proceedings shall be English. The arbitral award shall be final and binding upon
the relevant parties.
IX.
MISCELLANEOUS
Article 59.
Validity of the Charter
This Charter shall become effective from the date of the Investment Certificate by
the Licensing Authority.
Article 60.
Severability
If any of the provisions of this Agreement becomes invalid, illegal or

unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any way
be affected or impaired.
Article 61.
Amendment and supplementation of the Charter
Any amendment or supplementation of the Charter shall be valid if it has been

passed lawfully by the Shareholder Meeting and made in writing.
Article 62.
Rights Cumulative
Except as expressly provided to the contrary, the rights and remedies stipulated in
this Charter are cumulative and not exclusive of any rights and remedies provided
by the Law.
Article 63.
Language and Counterparts
The Charter is written in 5 Vietnamese originals and 5 English originals of the

same validity. Each Founding Shareholder keep 1 orginal English and 1 original
in Vietnamese. 1 original shall be kept at the Head Office and the last one shall be
submitted to the Licensing Authority. In event of any discrepancy between the 2
originals, the English original shall prevail.
IN WITNESS WHEREOF, the Founding Shareholders have signed and sealed this
Charter, and/or caused this Charter signed and sealed by their authorised representatives
on the date as set forth under their respective signatures hereunder.
For ___ (as Founding Shareholder)
For ___ (as Founding Shareholder)
_______________________________
_________________________________
Name: ___
Name: ___
Title: ___
Tile: President
Date: __________________________
Date: ____________________________
___ (as Founding Shareholder)
___ (as legal representative of ___)
_______________________________
_________________________________
Date: ____________________________
Date: ____________________________
IU L
CNG TY C PHN ___
MC LC
I.
II.
iu 1.
iu 2.
iu 3.
iu 4.
iu 5.
III.
iu 6.
iu 7.
iu 8.
iu 9.
iu 10.
iu 11.
iu 12.
iu 13.
iu 14.
iu 15.
iu 16.
iu 17.
iu 18.
iu 19.
iu 20.
iu 21.
iu 22.
IV.
iu 23.
iu 24.
iu 25.
iu 26.
iu 27.
iu 28.
iu 29.
iu 30.
iu 31.
iu 32.
iu 33.
iu 34.
iu 35.
iu 36.
iu 37.
iu 38.
iu 39.
iu 40.
NH NGHA V GII THCH.................................................................4

THNH LP CNG TY..............................................................................7
Trch nhim Hu hn......................................................................................7
Cc tn ca Cng ty.........................................................................................7
Tr s chnh, chi nhnh v vn phng i din...............................................7
Ngnh ngh kinh doanh...................................................................................7
Ngi i din theo php lut ca Cng ty.....................................................7
VN IU L, C NG, C PHN V GIY CHNG NHN C
PHN..............................................................................................................7
Vn iu l.......................................................................................................7
Cc C phn.....................................................................................................8
Quyn ca C ng Ph thng........................................................................9
Ngha v ca C ng Ph thng..................................................................10
C phn Ph thng ca C ng sng lp.....................................................10
Quyn ca C ng u i............................................................................11
C phiu.........................................................................................................11
S ng k C ng.......................................................................................11
Pht hnh C phn.........................................................................................12
Chuyn nhng C phn...............................................................................13
Pht hnh tri phiu.......................................................................................14
Thanh ton tin mua C phn, tri phiu.......................................................14
Mua li C phn theo yu cu ca C ng..................................................14
Mua li C phn theo quyt nh ca Cng ty..............................................15
iu kin thanh ton C phn c mua li..................................................15
Chia c tc.....................................................................................................15
Thu hi tin thanh ton C phn mua li hoc c tc...................................16
C CU T CHC....................................................................................16
C cu t chc...............................................................................................16
HC.........................................................................................................16
Triu tp HC..........................................................................................17
Chng trnh v ni dung HC...............................................................18
Danh sch C ng c quyn d HC....................................................19
Mi hp HC..........................................................................................19
iu kin tin hnh HC.........................................................................19
Th thc v phng thc biu quyt ti HC.........................................19
Thng qua quyt nh ca HC..............................................................20
HQT............................................................................................................21
Ch tch..........................................................................................................23
Cuc hp HQT............................................................................................23
S i biu ti Cuc hp HQT....................................................................24
Biu quyt ti Cuc hp HQT....................................................................24
Bin bn HC v Bin bn hp HQT...................................................25
Ngh quyt bng vn bn ca HQT............................................................25
Tng Gim c..............................................................................................25
Lng, Th lao v Cc li ch khc ca TVHQT v Tng Gim c........26
iu 41.
Ngha v ca Ngi Qun l.........................................................................26
iu 42.
Cc hn ch i vi hp ng.......................................................................27
iu 43.
Ban Kim sot................................................................................................27
iu 44.
S sch v Lu tr.........................................................................................28
V.
K TON V KIM TON......................................................................29
iu 45.
Ti khon ngn hng......................................................................................29
iu 46.
Nm ti chnh.................................................................................................29
iu 47.
K ton v Bo co........................................................................................29
iu 48.
Bo co Hng nm.........................................................................................29
iu 49.
Cng b Thng tin v Thng bo Cng khai.................................................30
iu 50.
Kim ton.......................................................................................................30
VI.
T CHC LI V GII TH..................................................................30
iu 51.
T chc li Cng ty.......................................................................................30
iu 52.
Chm dt Hot ng......................................................................................30
iu 53.
Gii th...........................................................................................................31
VII.
Bi thng....................................................................................................32
iu 54.
Bi thng.....................................................................................................32
VIII.
GII QUYT TRANH CHP...................................................................32
iu 55.
Gii quyt tranh chp.....................................................................................32
IX.
IU KHON KHC................................................................................33
iu 56.
Hiu lc ca iu l......................................................................................33
iu 57.
Hiu lc tng phn........................................................................................33
iu 58.
Sa i, B sung iu l...............................................................................33
iu 59.
Quyn kt hp................................................................................................33
iu 60.
Ngn ng v Bn chnh.................................................................................33
PH LC 1 DANH SCH C NG SNG LP....................................................36
PH LC 2......................................................................................................................37
LOI V S LNG C PHN.................................................................................37
IU L
CNG TY C PHN ___
X.
3.
NH NGHA V GII THCH

nh ngha
Tr khi hon cnh hoc ng cnh c yu cu khc, nhng t ng trong iu l ny c

hiu nh sau:
Cng ty b Chi phi l cng ty, t chc hoc khng phi l t chc, chi phi hoc b
chi phi bi mt C ng hoc c lin quan ti C ng thng qua vic chi phi chung
hoc chi phi php nhn. Ph hp vi quy nh ny chi phi c coi l tn ti nu mt
php nhn s hu trc tip hoc gin tip, thng qua cc c ng hoc cch khc t nht
l nm mt phn trm (51%) tng s c phn c quyn biu quyt hoc s phiu biu
quyt ti mt php nhn khc.
Bo co Ti chnh Hng nm c ngha l bng cn i k ton c cng c v
khng c cng c, bo co li nhun, khon l v bn thng k lng tin mt, hoc
bo co ti chnh hng nm m Cng ty son tho trong 2 thng u ca mi nm ti
chnh. Nhng bo co ny c lp theo quy nh ca Php lut v c trnh ln c
quan nh nc c thm quyn.
Cuc hp HQT c ngha l bt k cuc hp no ca HQT.
TVHQT c ngha l thnh vin ca HQT.
HQT c ngha l hi ng qun tr ca Cng ty c ch nh, c quyn v ngha v
c quy nh trong iu l ny.
Ban Kim sot c ngha l ban kim sot ca Cng ty, c quyn v ngha v c quy
nh trong iu l ny v hot ng ph hp vi quy nh ca iu l v Php lut.
Ngy lm vic c ngha l ngy m cc ngn hng m ca lm vic ti thnh ph H
Ch Minh v Tokyo.
Ch tch c ngha l ch tch HQT.
Vn iu l c ngha l vn iu l ca Cng ty c quy nh ti iu 6.
iu l c ngha l iu l ny ca Cng ty c th c sa i v b sung ti tng
thi im.
Ngi c lin quan c ngha l t chc v c nhn c quan h trc tip hoc gin tip
vi Cng ty trong cc trng hp sau y:
(i)
Bt k nhm ngi no cng nhau gp vn, mua C phn hoc c kh

nng chi phi quyt nh ca Cng ty;
(j)
Ngi qun l;
(k)
Nhng doanh nghip do nhng ngi c quy nh ti im (a) n (h)

qun l, nm gi c phn n mc chi phi vic ra quyt nh ca c quan
qun l ca doanh nghip ;
(l)
Cng ty m ca Cng ty, ngi qun l ca cng ty m v nhng ngi

khc c thm quyn ch nh ngi qun l ca cng ty con;
(m)
Ngi hoc nhm ngi c kh nng chi phi hot ng ca Cng ty

thng qua c quan qun l ca Cng ty;
(n)
Ngi i din theo y quyn ca nhng ngi c quy nh t im (a)

n im (e);
(o)
Cc cng ty con ca Cng ty; v
(p)
V, chng, cha, cha nui, m, m nui, con, con nui hoc anh ch em
rut ca Ngi qun l hoc C ng nm gi C phn chi phi hoc C
ng nm gi a s C phn.
C ng sng lp c ngha l C ng k tn thng qua iu l ny thnh lp Cng

ty, c tn, a ch v s c phn nm gi c quy nh ti Ph lc 1.
Tng Gim c c ngha l tng gim c ca Cng ty c b nhim v c quyn
hn theo quy nh ti iu 39.
Tr s chnh c ngha l tr s chnh ca Cng ty.
GCNT c ngha l giy chng nhn u t do CQCP cp thnh lp Cng ty v c
th c sa i, b sung ti tng thi im.
Php lut c ngha l Lut Doanh nghip v tt c cc lut c lin quan, ngh nh,
quyt nh, thng t, ch th v cc vn bn c lin quan khc do C quan nh nc ban
hnh c ang c hiu lc (c th c sa i, b sung v thay th ti tng thi im)
iu chnh vic thnh lp v hot ng ca Cng ty.
Libor c ngha l li sut trung bnh nm i vi tin gi tit kim tnh theo thi gian
c nim yt trn trang in t s 3750 di phn ph Li sut trung bnh ca Hip
hi Ngn hng Anh (hoc trn bt k ) vo lc 11h, gi Lun n.
CQCP c ngha l S K hoch v u t tnh ___ hoc C quan Nh nc khc, tu
tng thi im, c trch nhim v thm quyn cp php v qun l vic thnh lp, m
rng v/hoc hot ng ca Cng ty theo quy nh ca Php lut.
Ngi qun l c ngha l bt k TVHQT, Tng Gim c hoc ngi khc do Tng
Gim c ch nh tr thnh ngi qun l ca Cng ty ti tng thi im.
C phn Ph thng c ngha l c phn ph thng do Cng ty pht hnh ti tng thi
im.
C ng Ph thng c ngha l ngi s hu t nht mt C phn Ph thng ti tng
thi im.
C phn u i c ngha l c phn u i c tc v c phn u i hon li theo quy
nh ti iu 7.
C ng u i c ngha l ngi nm gi t nht mt C phn u i ti tng thi
im.
Cc C phiu c ngha l cc chng ch do Cng ty pht hnh theo quy nh ti iu
12 ghi nhn vic s hu C phn ca C ng v C phiu c ngha l mt trong s
Cc C phiu.
S ng k C ng c ngha l s ghi chp c lp v lu gi ti Cng ty theo quy
nh ti iu 13.
C ng c ngha l bt k ngi no s hu t nht mt C phn ti tng thi im.
HC c ngha l c quan quyt nh cao nht ca Cng ty, c thm quyn theo quy
nh trong iu l ny v hot ng ph hp theo quy nh ca iu l ny v Php lut.
Cc C phn c ngha l Cc C phn Ph thng v Cc C phn u i do Cng ty
pht hnh ti tng thi im, v C phn c ngha l mt trong s cc C phn.
C quan Nh nc c ngha l bt k v tt c cc c quan sau: Quc hi, y ban
thng v Quc hi, Ch tch nc, Vn phng Chnh ph, bt k B, y ban nhn dn
hoc cc s, ban, ngnh ca y ban v bt k v tt c cc y ban, ngi ng u c
quan, hi ng nhn dn, cc s, ban ngnh khc v cc vin chc ca cc c quan
c y quyn, b nhim, giao ph, yu cu a ra kin t vn cc vn c lin quan
n Cng ty hoc cc vn c ch dn n hoc hng n trong iu l ny.
Kim sot vin c ngha l mt thnh vin ca Ban Kim sot.
la M hoc la c ngha l ng tin hp php ca Hp chng quc Hoa K.
Vit Nam c ngha l nc Cng ha x hi ch ngha Vit Nam.
VN hoc ng c ngha l ng tin hp php ca nc Cng ha x hi ch
ngha Vit Nam.
Nm c ngha l nm dng lch.
4.
Gii thch
(a)
Cc tiu c s dng trong iu l ny nhm mc ch s dng thun

tin v khng nh hng n cch gii thch ni dung ca iu l.
(b)
Tr khi ng cnh c quy nh khc, nhng dn chiu trong iu l n:

(i)
cc t ng (bao gm cc t c nh ngha trong iu l ny)

ch danh t s t cng s bao gm danh t s nhiu v ngc li
v cc t ch bt k gii tnh no cng s bao gm c cc gii
tnh cn li;
(ii)
t bao gm s c gii thch l khng gii hn;
(iii)
cc ph lc l mt phn khng tch ri ca iu l ny;
(iv)
ngy s l ngy lm vic m cc ngn hng ti Vit Nam m ca

hot ng; v
(v)
iu v Ph lc ln lt c ngha l mt iu v mt ph lc
ca iu l ny.
XI.
THNH LP CNG TY
Article 64. Trch

(a)
nhim Hu hn
Cng ty l mt cng ty c phn c thnh lp v hot ng theo quy nh ca

Php lut. Cc C ng chu trch nhim i vi cc khon n ca Cng ty
trong phm vi s vn gp (Cc C phn) vo Cng ty.
Article 65. Cc
tn ca Cng ty
Cc tn ca Cng ty bao gm:

(d)
Tn ting Vit
___
(e)
Tn ting Anh
___
(f)
Tn vit tt
___
Article 66. Tr
s chnh, chi nhnh v vn phng i din
Cng ty c Tr s chnh t ti ___

Article 67. Ngnh
ngh kinh doanh
Ngnh ngh kinh doanh ca Cng ty s bao gm ___

Article 68. Ngi
i din theo php lut ca Cng ty
Ch tch s l ngi i din theo php lut ca Cng ty.

XII.
VN IU L, C NG, C PHN V GIY CHNG NHN C

PHN
Article 69. Vn
iu l
6.3 Vn iu l l ___
6.4 Vn iu l s c tng hoc gim ty theo tnh hnh hot ng kinh doanh
ca Cng ty v theo quyt nh ca HC.
Article 70. Cc
C phn
7.4
7.5
S lng v Gi tr ca C phn
(a)
Vn iu l s c chia thnh ___
(b)
Gi tr C phn___
Loi v s lng Cc C phn ca mi loi C phn

(c)
(d)
Cng ty s c cc loi C phn sau:

(iii)
C phn Ph thng; v
(iv)
C phn u i.
Tng s 15.000 C phn gm:

9.000 C phn Ph thng; v
6.000 C phn u i.
7.6
(e)
Cc C ng nm gi cng loi C phn s c quyn, li ch v ngha

v ngang nhau. Thng tin chi tit v cc C ng, s lng C phn
ca mi C ng c quy nh ti Ph lc 2.
(f)
Cng ty c th pht hnh cc loi C phn u i khc theo quyt

nh ca HC ph hp vi quy nh ca Php lut.
(g)
C phn Ph thng khng th chuyn i thnh C phn u i. C

phn u i c th chuyn i thnh C phn Ph thng theo quyt
nh ca HC.
Quyn gn vi C phn
(d)
(e)
i vi vic biu quyt

(iii)
C phn Ph thng to ra quyn c nhn thng bo, tham gia v

biu quyt ti HC trn c s mt C phn Ph thng c mt
phiu biu quyt. Khi biu quyt bng phng thc gi tay hoc
b phiu, tt c cc C ng Ph thng hin din vi t cch c
nhn hoc thng qua ngi c u quyn s c mt phiu biu
quyt tng ng vi mi C phn Ph thng do mnh nm gi.
(iv)
C phn u i to ra quyn c nhn thng bo, tham d nhng

khng to ra quyn b phiu ti HC.
i vi vic chia c tc
Ph hp vi iu 21, c tc ca Cng ty s c phn chia theo trnh t
sau y vi u i.
(i)
C tc tch ly c chia cho C ng u i c tc.

C ng u i c quyn nhn c tc tch ly trc bt k c
tc no tr cho C ng Ph thng, vi mc tng li sut 3 thng
LIBOR + 5% ca gi tri c phiu mt nm theo cng b ca
HC. Nu c tc khng c chia trong bt k nm no, phn
c tc khng chia c tch ly v phi tr trc bt k c tc no
cho C ng Ph Thng.
(ii)
C tc Tng hp cho C ng Ph thng

C ng Ph thng c quyn nhn c tc tch ly trc bt k
vic chia c tc quy nh ti iu vi mc tng li sut 3 thng
LIBOR + 5% ca gi tri c phiu mt nm theo cng b ca
HC. Nu c tc khng c chia trong bt k nm no, phn
c tc khng chia c tch ly v phi tr trc bt k c tc
participating no.
(iii)
C tc Participating
N phi c tr tng ng vi s lng C phn Ph thng v C
phn u i, trong s lng c tnh theo s lng C phn
Ph thng m trong chng c th c chuyn i ch khi c
cng b bi HC. Khng c tc participating no c tr tr
khi c tc tch ly ca C phn u i v C phn Ph thng c
tr.
Ph hp vi mc ch xc nh c tc, LIBOR c xc nh vo
Ngy lm vic cui cng ca mi nm.
(iv)
(f)
i vi vn
(i)
C ng u i s c quyn yu cu Cng ty mua li mt phn

hoc ton b C phn u i ca mnh ti bt c thi im no; v
(ii)
Trong trng hp c bt k vic thanh l hoc gii th Cng ty,

mt C ng u i c quyn nhn trc cc C ng Ph thng,
mt khon tin trong C ng u i, ty tng trn hp c
mua bi Cng ty cng vi bt k tch ly nhng c tc cha tr.
S tin cn li sau khi thanh l s c chia cho C ng Ph
thng.
Theo s la chn ca C ng u i, vic sp nhp, bn ton b
hoc mt phn ti sn ca Ngi pht hnh, t chc li hoc cc
giao dch khc trong vic kim sot ca Ngi pht hnh c
chuyn giao s c coi nh l thanh l hoc gii th cho mc ch
ca vic u tin thanh l.
Article 71. Quyn
ca C ng Ph thng
Khng nh hng ti bt k quy nh no trong iu l ny, C ng Ph

thng c cc quyn sau:
(k)
tham d v tho lun ti tt c HC v biu quyt trc tip hoc thng

qua ngi c u quyn, mi C phn Ph thng c mt phiu biu
quyt;
(l)
c nhn c tc theo t l do HC quyt nh;
(m)
c u tin mua C phn mi cho bn tng ng vi t l C phn Ph

thng do mnh nm gi;
(n)
xem xt, tra cu v trch lc cc thng tin trong danh sch C ng c

quyn biu quyt v yu cu sa i cc thng tin khng chnh xc;
(o)
xem xt, tra cu v trch lc hoc sao chp iu l, S bin bn hp v

cc ngh quyt ca HC;
(p)
c nhn mt phn ti sn cn li ca Cng ty tng ng vi s C phn

gp vo Cng ty khi Cng ty gii th hoc ph sn theo quy nh ti
iu 7.3(c)(ii);
(q)
ch nh TVHQT v Kim sot vin. Mi C ng Ph thng c quyn

ch nh mt TVHQT v mt Kim sot vin. Trong phm vi ti a c
Php lut cho php, ngi c mt C ng ch nh l TVHQT c th
c C ng khc ch nh lm mt TVHQT khc, tuy nhin ngi ny
s khng c tt c Cc C ng ch nh lm TVHQT;
(r)
xem xt, trch lc S bin bn hp, cc ngh quyt ca HQT, Bo co Ti

chnh Hng nm, bo co ti chnh gia nm theo mu ca h thng k
ton Vit Nam v cc bo co ca Ban kim sot; v
(s)
yu cu Ban kim sot kim tra tng vn c th lin quan n vic qun
l v hot ng ca Cng ty nu thy cn thit. Yu cu phi bng vn
bn.
(t)
triu tp HC trong bt k trng hp no sau y:

(iii)
HQT vi phm nghim trng cc quyn ca C ng Ph thng,

ngha v ca ngi qun l hoc ra cc quyt nh vt qu thm
quyn; v
(iv)
Nhim k ca HQT ht hn qu 6 thng m cha t chc bu

HQT mi.
Yu cu phi c lp thnh vn bn v phi gi km theo cc ti liu,

chng c chng minh nhng vi phm ca HQT, mc vi phm hoc
quyt nh vt qu thm quyn.
Article 72. Ngha
v ca C ng Ph thng
Khng nh hng n cc iu khc ca iu l ny, C ng Ph thng c

cc ngha v sau:
(a)
thanh ton s C phn cam kt mua cho Cng ty trong thi hn 90

ngy k t ngy c cp GCNT v chu trch nhim i vi cc
khon n v cc ngha v khc ca Cng ty trong phm vi s vn gp
vo Cng ty;
(b)
khng c rt vn gp bng C phn Ph thng tr trng hp

c Cng ty hoc ngi khc mua li C phn. Trng hp C ng
rt li mt phn hoc ton b C phn Ph thng tri vi quy nh ti
iu 9.1, TVHQT v ngi i din theo php lut ca Cng ty phi
cng lin i chu trch nhim v cc khon n v cc ngha v ti
sn khc ca Cng ty trong phm vi gi tr s vn b rt;
(c)
tun th iu l v quy ch ni b ca Cng ty;
(d)
chp hnh cc quyt nh ca HC v HQT;
(e)
thc hin cc ngha v khc theo quy nh ca Php lut v iu l;

v
(f)
C c cc chp thun trc bng vn bn ca C ng u i

truc khi thng qua ngh quyt sau y ca HC:
(i)
Sa i, thay th hoc b sung iu l;
(ii)
Quyt nh u t hoc bn ti sn c gi tr bng hoc ln hn

[70]% tng gi tr ti sn c ghi trong bo co ti chnh gn nht
bao gm c thng hiu ca Cng ty;
(iii)
vay v to ra cc khon d n v pht hnh c phiu mi hoc

chng khon;
(iv)
sp nhp, hp nht Cng ty vi cc cng ty khc hoc mua c

phn hoc ti sn ca php nhn khc, hoc tham gia lin
doanh;
(v)
u t vo cc qu trong cc cng ty khc hoc ngnh kinh

doanh mi hoc cho bt k mc ch no ngoi mc ch trc
khi thnh lp;
(vi)
np n xin t nguyn t chc li hoc ngng thanh ton cc

ngha v, hoc np n b nhim t thanh l hoc ngi c
y quyn i vi mt phn ti sn hoc np n thanh l, gii
th Cng ty hoc ngng mt phn cng vic kinh doanh;
(vii)
b nhim hoc bi nhim TVHQT, Kim sot vin v cc

kim ton vin ni b;
(viii)
chp thun bt k vic bn hoc sp t cc ti sn chin lc

hoc chuyn nhng c phiu ca bt c cng ty con no (bao
gm c vic gp vn vo lin doanh);
(ix)
cng b c tc;
(x)
bt c hot ng no khng ph hp vi chnh sch kinh t

cng b ca Cng ty;
(xi)
to lp d phng;
(xii)
sa i, b sung bt k quyt nh no c lp hoc thi hnh

bi HQT; v
(xiii)
xc nh th lao ca HQT.
Article 73. C
phn Ph thng ca C ng sng lp
10.5
Trong thi hn 90 ngy k t ngy cp Giy chng nhn u t, Cng ty

phi gi thng bo v vic thanh ton tin mua C phn n CQCP.
10.6
Ngi i din theo php lut ca Cng ty phi chu trch nhim c nhn v
cc thit hi i vi Cng ty do thng bo chm tr hoc thng bo khng
chnh xc v trung thc.
10.7
Trong trng hp C ng sng lp khng gp s C phn ng k

mua th s C phn cha gp s c:
10.8
(iv)
Cc C ng sng lp cn li gp theo t l s hu C phn ca h

trong Cng ty;
(v)
cc C ng sng lp cn li gp ; v
(vi)
ngi khc khng phi l C ng sng lp gp . Nhng ngi gp vn

ny s tr thnh C ng sng lp. Trong trng hp C ng sng lp
khng gp s C phn cam kt mua s khng cn l C ng sng
lp.
Trong trng hp s C phn cam kt mua ca cc C ng sng lp

khng c gp th tt c cc C ng sng lp phi lin i chu trch
nhim i vi cc khon n v cc ngha v ca Cng ty tng ng vi s
vn gp ca h.
Article 74. Quyn
ca C ng u i
C ng u i s c cc quyn nh C ng Ph thng tr cc quyn c lin

quan n HC theo quy nh ti iu 7.3 (a)(ii).
Article 75. C
phiu
12.4
Chng nhn do Cng ty pht hnh hoc c ghi chp trong S ng k C

ng chng minh vic s hu mt hoc nhiu C phn c ghi nhn trong
C phiu. C hai loi C phiu bao gm C phiu c ghi tn v khng ghi
tn.
12.5
Trng hp c sai st trong ni dung v hnh thc ca C phiu th cc

quyn v li ch ca ngi s hu C phiu s khng b nh hng. Ch
tch v Tng Gim c phi lin i chu trch nhim i vi cc thit hi
gy ra do nhng sai st .
12.6
Trong trng hp C phiu b mt, b chy, b rch hoc b tiu hy di

hnh thc khc th C phiu s c cp li theo yu cu ca ch s hu.
Trong trng hp C phiu c gi tr ln hn [10 triu] VN (tng ng
vi [588] USD), trc khi tip nhn yu cu cp C phiu mi, ngi i
din theo php lut ca Cng ty c th yu cu C ng thng bo v vic
mt hoc tiu hy C phiu, v C ng c th yu cu Cng ty cp C
phiu mi sau 15 ngy k t ngy thng bo.
Article 76. S
ng k C ng
13.4
Cng ty phi lp v lu gi S ng k C ng k t ngy c cp

GCNT ng k thng tin ca cc C ng. S ng k C ng c th l
vn bn hoc tp d liu in t hoc c hai.
13.5
S ng k C ng s c gi ti Tr s chnh ca Cng ty hoc ti trung

tm ng k, lu k, b tr v thanh ton chng khon. C ng c quyn
kim tra, tra cu, trch lc hoc sao chp ni dung ca S ng k C ng
trong gi lm vic.
13.6
C ng s hu t 5% tng s C phn tr ln phi c ng k vi CQCP

trong thi hn 7 ngy lm vic k t ngy s hu s C phn theo quy
nh ti iu 14.5.
Article 77. Pht
hnh C phn
14.9 Trong trng hp tng hoc gim Vn iu l theo quy nh ti iu 6.2,

Cng ty s thay i c cu C ng theo quyt nh ca HC trong gii
hn ti a c Php lut cho php.
14.10 Vic pht hnh C phn theo quy nh ca iu ny c ngha l pht hnh C
phn c quyn cho bn hoc pht hnh C phn mi tng Vn iu l
theo quy nh ti Ph lc 3.
14.11 Cn c theo quyt nh ca HC c quy nh ti iu 24.2(b), HQT
c quyn quyt nh thi gian, phng thc v gi pht hnh. Gi pht hnh
khng thp hn gi th trng ca C phn ti thi im pht hnh hoc gi
tr c ghi trong s sch ti thi im gn nht, tr cc trng hp sau:
(d)
C phn c cho bn ln u tin cho nhng ngi khng phi l C

ng sng lp;
(e)
C phn c cho bn cho tt c cc C ng theo t l C phn hin c

trong Cng ty; v
(f)
C phn c cho bn cho ngi mi gii v/hoc bo lnh.
14.12 Trong bt k trng hp no c quy nh ti im (c) nu trn, t l chit

khu phi c HC chp thun.
14.13 Vic pht hnh thm C phn cho bn cho tt c cc C ng theo t l C
phn hin c trong Cng ty theo quy nh nh sau:
(d)
Cng ty phi thng bo cho tt c cc C ng v vic pht hnh thm C

phn theo phng thc th bo m. Thng bo phi c ng bo trong
3 s bo lin tip trong thi hn 10 ngy k t ngy thng bo.
(e)
Quyn mua C phn c th c chuyn nhng cho ngi khc theo quy
nh ti iu 15; v
(f)
Trong trng hp phiu ng k mua C phn khng c gi n cho

Cng ty trong thi hn quy nh trong thng bo th coi nh l C ng c
lin quan t chi quyn mua C phn. Nu C phn c cho bn khng
c cc C ng ng k mua, HQT c th quyt nh vic cho bn
C phn khng c ng k mua cho ngi khc vi iu kin khng
km thun li hn so vi nhng iu kin cho bn cho cc C ng c
lin quan, tr trng hp c s ng ca HC hoc C phn c
cho bn thng qua trung tm giao dch chng khon.
14.14 C phn c coi nh l bn khi c thanh ton v thng tin v

ngi mua c ghi ng v trong S ng k C ng, k t thi im
, ngi mua C phn tr thnh C ng.
14.15 Cng ty s pht hnh C phiu cho ngi mua sau khi thanh ton s C
phn cho bn. Cng ty c th bn C phn m khng pht hnh C phiu.
Trong trng hp ny, cc thng tin v ngi mua trong S ng k C ng
s chng c chng minh quyn s hu C phn ca ngi mua C
phn .
14.16 Cng ty c th cho bn C phn ring l hoc cho bn ra cng chng theo
quyt nh ca HC v theo quy nh ca Php lut.
Article 78. Chuyn
nhng C phn
15.4
Trong gii hn ti a c Php lut cho php, C ng khng c chuyn

nhng C phn hoc quyn mua C phn cho bt k c nhn no khng
phi l C ng tr cc trng hp c quy nh ti iu 15.2 v 15.3.
15.5
Quyn u tin mua

(d)
Trong trng hp C ng (Ngi chuyn nhng) mun chuyn

nhng mt phn hoc ton b C phn (C phn cho bn), C ng
phi gi thng bo chuyn nhng c phn (Thng bo Chuyn
nhng) trc [30] ngy n tt c cc C ng (Ngi c cho
mua).
(e)
(f)
15.6
Thng bo Chuyn nhng phi bao gm cc ni dung chnh sau:

(i)
S lng C phn cho bn;
(ii)
Loi C phn cho bn;
(iii)
Gi ca C phn cho bn;
(iv)
a ch ca Ngi chuyn nhng; v
(v)
iu kin chuyn nhng (nu c).
Ht thi hn [30] ngy nu trn, Ngi chuyn nhng c quyn chuyn

nhng C phn cho bn cho bt k bn th ba no vi iu kin chuyn
nhng cho bn th ba khng c u i hn so vi iu kin a ra
cho Ngi c cho bn nu:
(i)
Ngi c cho bn khng tr li Thng bo Chuyn nhng;
(ii)
Ngi c cho bn khng mua hoc khng mua ht s C phn

cho bn; hoc
(iii)
Ngi c cho bn khng p ng c cc iu kin (nu c)

c nu ti Thng bo Chuyn nhng.
Quyn Cng bn
(a)
Theo quy nh ti iu 15.1 v 15.2 v trong gii hn ti a

c Php lut cho php, khi C ng (Ngi chuyn nhng cng
bn) chuyn nhng C phn cho ngi khc khng phi l C ng
(Ngi mua cng), C ng phi gi thng bo n tt c cc C
ng khc (C ng c cho cng bn) thng bo trc 30 ngy
(Thng bo Cng bn) vi cc iu kin v iu khon ca vic
chuyn nhng.
(b)
Nu C ng c cho cng bn ng vi cc iu kin v iu khon

nu trong Thng bo Cng bn, C ng s c quyn bn C phn ca
mnh cho Ngi mua cng vi cc iu kin v iu khon chuyn
nhng ca Ngi chuyn nhng cng bn.
Article 79. Pht
hnh tri phiu
16.5
Cng ty c quyn pht hnh tri phiu, tri phiu chuyn i v cc loi tri phiu
khc theo quy nh ca php lut.
16.6
Tr trng hp cc quy nh v chng khon c quy nh khc, Cng ty khng

c quyn pht hnh tri phiu trong cc trng hp sau:
(c)
Khng thanh ton c gc v li ca tri phiu pht hnh, khng

thanh ton hoc thanh ton khng cc khon n n hn trong 3 nm
lin tip trc ; v
(d)
T sut li nhun sau thu bnh qun ca 3 nm lin tip trc khng
cao hn mc li xut d kin tr cho tri phiu nh pht hnh.
16.7
Vic pht hnh tri phiu cho cc ch n l t chc ti chnh c la chn khng
b hn ch bi quy nh ti iu 16.2 trn y.
16.8
HQT c quyn quyt nh loi tri phiu, tng gi tr tri phiu v thi im
pht hnh, nhng phi bo co HC ti cuc hp gn nht. Bo co phi km
theo ti liu v h s gii trnh quyt nh ca HQT v vic pht hnh tri phiu.
Article 80. Thanh
ton tin mua C phn, tri phiu
Trong gii hn ti a c php lut cho php, C phn v tri phiu ca Cng ty
c th c mua bng ng, ngoi t t do chuyn i, vng v gi tr quyn s
dng t, gi tr quyn s hu tr tu, cng ngh, b quyt k thut v cc ti sn
khc v phi c thanh ton mt ln.
Article 81. Mua
li C phn theo yu cu ca C ng
18.4 C ng (C ng Phn i) c quyn yu cu Cng ty mua li C phn ca

mnh nu C ng b phiu phn i quyt nh ca HC v vic t
chc li Cng ty hoc thay i quyn v ngha v ca C ng quy nh ti
iu l.
18.5 ngh cho bn C phn ca C ng Phn i phi c lp bng vn bn
v gi n Cng ty trong thi hn [10] ngy lm vic k t ngy HC
thng qua quyt nh lin quan b C ng Phn i phn i.
18.6 Cng ty phi mua li C phn ca C ng Phn i vi gi tha thun trong
thi hn [90] ngy k t ngy nhn c ngh ca C ng Phn i.
Trong trng hp cc bn khng tha thun c v gi, Cng ty s gii
thiu 3 t chc nh gi chuyn nghip C ng Phn i la chn v la
chn l quyt nh cui cng v c gi tr bt buc i vi cc bn. Chi
ph cho vic nh gi s c chia u cho cc bn lin quan.
Article 82. Mua
li C phn theo quyt nh ca Cng ty
Cng ty c th mua li khng qu 30% tng s C phn Ph Thng bn

hoc mt phn hoc ton b C phn u i bn vi iu kin l Cng ty
phi m bo t l gia C phn Ph thng v C phn u i trong tng s
C phn pht hnh l 60:40. HQT c quyn quyt nh mua li khng
qu 10% tng s C phn ca tng loi c bn trong mi 12 thng.
Vic mua li C phn vt qu 10% tng s C phn cho bn do
HC quyt nh. Vic mua li C phn phi tun theo quy nh ca Php
lut.
Article 83. iu
kin thanh ton C phn c mua li
20.5
Cng ty ch c quyn thanh ton C phn c mua li theo quy nh ti

iu 18 v 19 trn y nu sau khi thanh ton ht s C phn c mua li,
Cng ty vn bo m thanh ton cc khon n n hn v cc ngha v
khc.
20.6
Ton b s C phn c mua li theo quy nh ti iu 18 v 19 c xem

l C phn thu v v c quyn cho bn.
20.7
C phiu xc nhn quyn s hu C phn c mua li phi c tiu hy

ngay sau khi C phn tng ng c thanh ton . Ch tch v Tng
Gim c phi lin i chu trch nhim v thit hi gy ra cho Cng ty v/
hoc bn th ba do khng tiu hy hoc chm tiu hy C phiu xc nhn
quyn s hu C phn c mua li.
20.8
Nu vic thanh ton s C phn c mua li lm cho tng gi tr ti sn ca

Cng ty gim hn 10% th Cng ty phi thng bo cho tt c cc ch n bit
trong thi hn 15 ngy k t ngy thc hin vic thanh ton c lin quan.
Article 84. Chia

21.7
21.8
c tc
C tc c chia cho C ng sau khi tr vo Li nhun rng cc khon

sau:
(c)
Qu d tr: tng ng 2 (hai) ln ca khon thanh ton ca li

sut c bn v cc khon tin khc n hn hoc sp n hn ca
Cng ty theo bt k hp ng c lin quan ti vay v phat hnh tri
phiu; v
(d)
Tin thng: [5] % Li nhun rng.
Li nhun rng (Li nhun rng) dng cho mc ch chia c tc s c

xc nh theo H thng K ton Vit Nam ang c p dng.
21.9
C tc c th c chi tr bng tin mt, bng C phn hoc bng ti sn

khc theo quyt nh ca HC. Nu chi tr bng tin mt th phi c
thc hin bng ng v c th c thanh ton bng sc hoc lnh tr tin
gi bng bu in n a ch thng tr ca C ng.
21.10 C tc c th c thanh ton bng chuyn khon qua ngn hng nu Cng
ty c thng tin c th chuyn c tc vo ti khon ngn hng ca C
ng. Nu Cng ty chuyn c tc theo ng a ch do C ng cung cp,
Cng ty s khng chu trch nhim v cc thit hi pht sinh t vic chuyn
c tc .
21.11 HQT phi lp danh sch C ng c nhn c tc, xc nh mc c tc,
thi gian v hnh thc tr chm nht l [30] ngy trc mi ln tr c tc.
Thng bo v tr c tc phi c gi bng th bo m n a ch ng k
ca tt c cc C ng chm nht l [15] ngy trc khi thc hin tr c tc.
21.12 Trng hp C ng chuyn nhng C phn ca mnh trong thi gian gia
thi im kt thc lp danh sch C ng v thi im tr c tc th ngi
chuyn nhng l ngi nhn c tc.
Article 85. Thu
hi tin thanh ton C phn mua li hoc c tc
Trng hp mua li C phn khng tun th iu 20 hoc tr c tc tri vi iu

21, Cc C ng c lin quan phi hon tr cho Cng ty s tin v ti sn
nhn. Trong trng hp c C ng khng hon li c cho Cng ty, C ng
v tt c TVHQT phi lin i chu trch nhim v cc khon n ca Cng ty
trong phm vi gi tr s tin v ti sn tr cho C ng m cha c hon li
cho Cng ty.
XIII. C CU T CHC
Article 86. C
cu t chc
T chc ca Cng ty gm c:
(f)
HC;
(g)
HQT;
(h)
Ch tch;
(i)
Tng Gim c; v
(j)
Ban Kim sot.
Article 87. HC
24.3
24.4
HC gm tt c cc C ng c quyn biu quyt, l c quan quyt nh

cao nht ca Cng ty. HC c cc quyn v nhim v sau:
(k)
Thng qua chin lc pht trin ca Cng ty;
(l)
Quyt nh loi c phn v tng s c phn ca tng loi c quyn cho

bn; quyt nh mc c tc hng nm ca tng loi C phn;
(m)
Bu, min nhim v bi nhim TVHQT v Kim sot vin;
(n)
Quyt nh u t hoc bn ti sn c gi tr bng hoc ln hn [70]%

tng gi tr ti sn c ghi trong bo co ti chnh gn nht;
(o)
Quyt nh sa i hoc b sung iu l, tr trng hp iu chnh Vn

iu l do bn thm c phn mi trong phm vi s lng c phn c
quyn cho bn theo quy nh ti iu l;
(p)
Thng qua Bo co Ti chnh Hng nm;
(q)
Quyt nh mua li trn 10% tng s C phn bn ca mi loi;
(r)
Xem xt v quyt nh x l cc vi phm ca HQT v Ban Kim sot,

gy thit hi cho Cng ty v C ng;
(s)
Quyt nh t chc li v gii th Cng ty; v
(t)
Thc hin cc quyn v nhim v khc m HC cho l cn thit theo

quy nh ca Php lut v iu l.
C ng l t chc c quyn c khng qu 3 ngi i din theo y quyn

thc hin quyn ca mnh theo quy nh ca Php lut. Nu c nhiu hn
mt ngi i din theo y quyn c c th s lng c phn v phiu biu
quyt ca mi ngi i din l bng nhau. Vic c, chm dt hoc thay i
ngi i din theo y quyn phi c thng bo bng vn bn trong thi
gian sm nht c th.
Article 88. Triu
tp HC
25.11 HC hp thng nin hoc bt thng nhng t nht mi nm hp mt

ln. a im HC phi trn lnh th Vit Nam. HC phi hp
thng nin trong vng 4 thng k t ngy kt thc nm ti chnh.
25.12 HC thng nin tho lun v thng qua cc vn sau:
(f)
Bo co Ti chnh Hng nm;
(g)
Bo co ca HQT nh gi thc trng cng tc qun l kinh doanh ca

Cng ty;
(h)
Bo co ca Ban Kim sot v HQT v Tng Gim c;
(i)
Mc c tc i vi mi c phn ca tng loi; v
(j)
Cc vn khc theo ngh ca HQT.
25.13 HQT phi triu tp hp bt thng HC trong cc trng hp sau:

(e)
Nu xt thy cn thit v li ch ca Cng ty;
(f)
S TVHQT cn li t hn s thnh vin theo quy nh ca Php lut;
(g)
Theo yu cu ca bt k C ng no; hoc
(h)
Theo yu cu ca Ban Kim sot.
25.14 HQT phi triu tp HC trong thi hn [30] ngy k t ngy nhn
c yu cu theo quy nh ti iu 25.3(c) v (d) hoc khi s lng
TVHQT b gim st.
25.15 Trng hp HQT khng triu tp HC nh quy nh, Ch tch phi
chu trch nhim trc php lut v phi bi thng thit hi xy ra cho
Cng ty.
25.16 Trong trng hp HQT khng triu tp HC theo quy nh ti iu
25.4 th Ban Kim sot s thay th HQT triu tp hp HC trong thi
hn [30] ngy theo quy nh ca iu l.
25.17 Trng hp Ban Kim sot khng triu tp HC theo quy nh th
trng Ban Kim sot phi chu trch nhim trc php lut v phi bi
thng thit hi pht sinh cho Cng ty.
25.18 Trng hp Ban Kim sot khng triu tp HC theo quy nh ti iu
25.6 th bt k C ng hoc nhm C ng no u c quyn thay th
HQT v Ban Kim sot triu tp HC theo quy nh ca iu l.
25.19 Ngi triu tp HC phi lp danh sch C ng c quyn d hp, cung
cp thng tin v gii quyt khiu ni lin quan n danh sch c ng, lp
chng trnh, ni dung v ti liu cho cuc hp, xc nh thi gian v a
im hp, gi thng bo mi hp n tng C ng c quyn d hp theo
quy nh ca iu l.
25.20 Tt c cc chi ph pht sinh t vic triu tp v t chc HC quy nh ti
cc iu 25.4, 25.6 v 25.8 s c Cng ty hon tr.
Article 89.
Chng trnh v ni dung HC
26.5
Ngi triu tp HC phi lp danh sch c ng c quyn d hp v

biu quyt; chun b chng trnh, ni dung, ti liu cuc hp v d tho
ngh quyt s thng qua; xc nh thi gian, a im hp v gi thng bo
mi hp n cc C ng c quyn d hp.
26.6
C ng c quyn kin ngh vn a vo chng trnh HC. Kin

ngh phi bng vn bn v c gi n cng ty chm nht ba ngy trc
ngy khai mc. Kin ngh phi ghi r tn C ng, tng s lng tng loi
C phn ca C ng, s v ngy ng k C ng ti Cng ty, vn kin
ngh a vo chng trnh hp.
26.7
Ngi triu tp HC ch c quyn t chi kin ngh quy nh ti iu

26.2 nu:
(a)
Kin ngh c gi n khng ng thi hn hoc khng , khng ng

ni dung theo yu cu;
(b)
Vn kin ngh a vo chng trnh hp khng thuc thm quyn

quyt nh ca HC;
26.8
Tr trng hp quy nh ti iu 26.3, ngi triu tp HC phi chp

nhn v a kin ngh quy nh iu 26.2 vo d kin chng trnh v ni
dung cuc hp; kin ngh c chnh thc b sung vo chng trnh v ni
dung cuc hp nu c HC chp thun.
Article 90. Danh
sch C ng c quyn d HC
27.3
Danh sch C ng c quyn d HC c lp da trn S ng k C

ng. Danh sch c lp ngay khi c quyt nh triu tp v phi lp xong
chm nht 10 ngy trc ngy khai mc HC;
27.4
C ng c quyn kim tra, tra cu, trch lc v sao danh sch C ng c

quyn d HC, yu cu sa i nhng thng tin sai lch.
Article 91.
Mi hp HC
28.3
Ngi triu tp HC phi gi thng bo mi hp n tt c C ng c

quyn d hp chm nht l 07 ngy trc ngy khai mc. Thng bo phi
c gi bng th bo m n c a ch thng tr ca C ng.
28.4
Thng bo mi hp phi c mu ch nh i din theo u quyn d hp,

chng trnh hp, phiu biu quyt, cc ti liu lin quan v d tho ngh
quyt s c thng qua. Sau khi lp trang thng tin in t, thng bo mi
hp v cc ti liu lin quan phi c cng b trn trang thng tin in t
ng thi vi vic gi thng bo cho cc C ng.
Article 92. iu
kin tin hnh HC
29.4
HC c tin hnh khi c s C ng d hp i din t nht [65]%

tng s C phn c quyn biu quyt.
29.5
Trng hp cuc hp ln th nht khng iu kin tin hnh theo quy

nh ti iu 29.1, cuc hp ln th hai s c triu tp trong thi hn 30
ngy k t ngy d nh hp ln th nht. Cuc hp ln th hai c tin
hnh khi c s C ng d hp i din t nht [51] % tng s C phn c
quyn biu quyt.
29.6
Trng hp cuc hp ln th hai khng iu kin tin hnh theo quy nh

ti iu 29.2 th c triu tp hp ln th ba trong thi hn 20 ngy k t
ngy d nh hp ln th hai. Cuc hp ln th ba c tin hnh khng
ph thuc vo s C ng d hp v t l s C phn c quyn biu quyt
ca cc C ng d hp.
Article 93.
Th thc v phng thc biu quyt ti HC
30.7
Trc ngy khai mc HC, vic ng k C ng d hp phi c tin

hnh cho n khi bo m vic ng k y cc C ng c quyn d
hp. Ngi ng k d hp s c cp th biu quyt tng ng vi s vn
cn biu quyt trong chng trnh hp.
30.8
Ch to, th k v ban kim phiu ca HC c quyn v nhim v sau:

(f)
Ch tch lm ch to cc HC do HQT triu tp; trng hp Ch

tch vng mt hoc tm thi mt kh nng lm vic th cc TVHQT cn
li bu mt ngi trong s h lm ch to HC; trng hp khng c
ngi c th lm ch to HC th TVHQT c chc v cao nht s
iu khin bu ch to cuc hp trong s nhng ngi d hp v ngi
c s phiu bu cao nht lm ch to cuc hp; Trong cc trng hp
khc, ngi k tn triu tp HC s iu khin HC bu ch
to cuc hp v ngi c s phiu bu cao nht s lm ch to cuc hp
(g)
Ch to HC c mt ngi lm th k lp bin bn HC.
(h)
HC bu ban kim phiu khng qu 3 ngi theo ngh ca ch to

cuc hp;
(i)
Chng trnh v ni dung hp phi c HC thng qua ngay trong

phin khai mc. Chng trnh phi xc nh chi tit thi gian tho lun i
vi tng vn trong ni dung chng trnh hp;
(j)
Ch to v th k HC c quyn thc hin cc bin php cn thit

iu khin cuc hp mt cch hp l ng theo chng trnh c
thng qua v phn nh c mong mun ca C ng d hp
30.9
HC tho lun v biu quyt theo tng vn trong ni dung chng

trnh. Vic biu quyt c tin hnh bng cch u tin thu th tn
thnh, sau thu th khng tn thnh, cui cng thu th khng c
kin. Kt qu kim phiu c ch to cng b ngay trc khi b mc cuc
hp.
30.10 C ng hoc ngi c u quyn d hp n sau khi cuc hp khai

mc c ng k v c quyn tham gia biu quyt ngay sau khi ng k.
Ch to khng c dng cuc hp nhng ngi n mun ng k;
trong trng hp ny, hiu lc ca nhng biu quyt tin hnh khng b
nh hng;
30.11 Ch to c quyn hon HC hoc thay i a im hp trong trng cc
trng hp sau y:
(c)
a im hp khng c ch ngi thun tin cho tt c ngi d hp;
(d)
C ngi d hp c hnh vi cn tr hoc gy ri trt t lm cho cuc hp

khng c tin hnh mt cch cng bng v hp php.
Thi gian hon ti a khng qu ba ngy, k t ngy cuc hp d nh khai mc.

30.12 Trng hp Ch to hon hoc tm dng HC tri vi quy nh ti iu
30.5, Cc C ng d hp s bu mt ngi trong s h lm Ch to iu
hnh cuc hp cho n lc kt thc v hiu lc ca cc biu quyt ti cuc
hp khng b nh hng.
Article 94. Thng
31.6
qua quyt nh ca HC
HC thng qua cc quyt nh thuc thm quyn bng hnh thc biu
quyt ti cuc hp hoc ly kin bng vn bn. Cc vn sau y phi
c thng qua bng hnh thc biu quyt ti HC:
(o)
Sa i, b sung iu l;
(p)
Thng qua nh hng pht trin Cng ty;
(q)
Quyt nh loi c phn v tng s c phn ca tng loi c quyn cho

bn;
(r)
Bu, min nhim v bi nhim TVHQT v Ban kim sot;
(s)
Quyt nh u t hoc bn ti sn c gi tr quy nh ti iu 24.2(d);
(t)
Thng qua Bo co Ti chnh Hng nm; v
(u)
T chc li hoc gii th Cng ty.
31.7
Quyt nh ca HC c thng qua vi t nht [51]% tng s phiu biu

quyt ca cc C ng tham gia d hp.
31.8
Cc quyt nh c thng qua vi s C ng tham d i din 100% tng

s C phn c quyn biu quyt l hp php v c hiu lc ngay c khi trnh
t v th tc triu tp, ni dung chng trnh hp v th thc tin hnh hp
khng c thc hin ng nh quy nh ca php lut v theo iu l.
31.9
Quyt nh ca HC c thng qua bng hnh thc ly kin bng vn

bn nu c s C ng i din t nht [51]% tng s phiu biu quyt
chp thun.
31.10 Quyt nh ca HC phi c thng bo n C ng c quyn d

HC trong thi hn 15 ngy k t ngy thng qua.
Article 95. HQT
32.6
HQT l c quan qun l Cng ty vi nhim k 5 nm, c quyn nhn

danh Cng ty thc hin cc quyn v ngha v ca Cng ty khng thuc
thm quyn ca HC.
32.7
HQT c t nht [2] TVHQT. S lng TVHQT c th do HC quyt

nh ti tng thi im.
32.8
HQT c cc quyn v ngha v sau y:

(o)
Quyt nh chin lc pht trin v v k hoch kinh doanh hng nm ca

Cng ty.
(p)
Kin ngh loi C phn v tng s C phn c cho bn ca tng loi

C phn.
(q)
Quyt nh cho bn C phn mi trong phm vi s C phn c quyn

cho bn ca tng loi; quyt nh huy ng thm vn di hnh thc
khc;
(r)
Quyt nh gi cho bn C phn v tri phiu Cng ty;
(s)
Quyt nh mua li C phn theo quy nh ti iu 19.2;
(t)
Quyt nh d n u t v phng n u t trong thm quyn theo quy

nh ca Php lut v iu l ny;
(u)
Tr trng hp quy nh ti iu 42.1 v 42.3, quyt nh gii php pht

trin th trng, tip th v cng ngh, thng qua hp ng mua, bn, vay,
cho vay v cc hp ng khc c gi tr bng hoc ln hn 50% tng gi
tr ti sn c ghi trong bo co ti chnh gn nht ca Cng ty;
32.9
(v)
B nhim, min nhim Tng Gim c v nhng Ngi qun l quan

trng khc ca Cng ty; quyt nh mc lng v cc li ch khc ca
nhng Ngi qun l ; c ngi i din theo y quyn thc hin quyn
s hu c phn hoc phn vn gp cng ty khc; quyt nh mc th lao
v li ch khc ca nhng ngi ;
(w)
Gim st v ch o Tng Gim c v cc chc danh qun l khc trong

iu hnh cng vic kinh doanh hng ngy ca Cng ty;
(x)
Quyt nh c cu t chc, quy ch qun l ni b Cng ty; ph chun

vic thnh lp chi nhnh, vn phng i din v cc cng ty con; quyt
nh vic gp vn, mua c phn ca cng ty khc;
(y)
Ph duyt chng trnh, ti liu hp HC; triu tp hp HC hoc

ly kin bng vn bn HC thng qua quyt nh;
(z)
Trnh Bo co Ti chnh Hng nm ln HC;
(aa)
Quyt nh mc c tc c tr, thi hn v th tc tr c tc hoc x l

l trong qu trnh kinh doanh; v
(bb)
Kin ngh vic t chc li hoc gii th Cng ty.
HQT thng qua quyt nh bng biu quyt ti cuc hp hoc ly kin
bng vn bn. Mi TVHQT c mt phiu biu quyt. Quyt nh ca
HQT ch c thng qua khi c s ng ca a s TVHQT d hp.
32.10 Khi thc hin quyn v ngha v ca mnh, HQT phi tun th ng cc
quy nh ca Php lut, iu l v cc quyt nh ca HC. Trong
trng hp quyt nh ca HC c thng qua tri vi quy nh ca
Php lut hoc iu l gy thit hi cho Cng ty th TVHQT chp thun
thng qua quyt nh phi lin i chu trch nhim bi thng thit hi
cho Cng ty; TVHQT phn i thng qua quyt nh ni trn c min
tr trch nhim. Trong trng hp ny, C ng s hu C phn ca Cng
ty lin tc t nht trong mt nm c quyn yu cu HQT nh ch thc hin
quyt nh ni trn.
Article 96. Ch
tch
33.4
Ch tch l i din theo php lut ca Cng ty, do HQT ch nh trong s

cc TVHQT. Ch tch c th kim Tng Gim c.
33.5
Ch tch c cc quyn v ngha v sau y:

(g)
Lp chng trnh, k hoch hot ng ca HQT;
(h)
Chun b chng trnh, ni dung v ti liu cho cc Cuc hp HQT;
33.6
(i)
Triu tp Cuc hp HQT;
(j)
Ch ta Cuc hp HQT v HC trong trng hp HQT triu tp

hp HC;
(k)
T chc vic thng qua quyt nh ca HQT; v
(l)
Gim st vic thc hin cc quyt nh do HQT thng qua;
Trng hp Ch tch vng mt th c th y quyn cho TVHQT khc thc

hin cc quyn v ngha v ca Ch tch. Trong trng hp khng c
TVHQT no c y quyn hoc Ch tch khng lm vic c th cc
TVHQT cn li bu mt ngi trong s cc TVHQT tm thi thc hin
quyn v ngha v ca Ch tch theo nguyn tc a s qu bn.
Article 97. Cuc
hp HQT
34.12 Cuc hp HQT c t chc nh k theo nhu cu cu hot ng kinh

doanh, nhng t nht mi qu phi hp mt ln, v do Ch tch lm ch ta.
Ch tch triu tp Cuc hp HQT theo yu cu ca ca (i) Tng Gim c;
(ii) t nht 2 TVHQT; hoc (iii) Ban Kim sot.
34.13 Cuc hp HQT c triu tp trong vng by ngy k t ngy nhn c
thng bo bng vn bn theo quy nh ti iu 34.1 trong nu r ni hp,
ngy, gi v chng trnh cuc hp. Bt k mt thng bo no cng phi bao
gm chng trnh hp trong nu r cc vn cn tho lun v cc giy
t c lin quan n vic tho lun ti cuc hp .
34.14 Cuc hp HQT c th c t chc ti bt k ni no trong hoc ngoi
lnh th Vit Nam ty theo quyt nh ca HQT ti tng thi im.
34.15 TVHQT c th tham gia cuc hp thng qua in thoi hoc bng cc
phng tin giao tip in t khc sao cho tt c cc TVHQT d hp c th
nghe c v c nghe bi tt c cc TVHQT c mt cn li. Vic tham
gia cuc hp bng cch ny c xem nh l tham d cuc hp vi t cch
c nhn.
34.16 Trong trng hp mt TVHQT khng th tham gia Cuc hp HQT,
TVHQT c th ch nh bng vn bn mt ngi c u quyn (ngi
c u quyn c th l mt ngi bt k hoc l TVHQT khc) tham d
v biu quyt thay cho mnh trong Cuc hp HQT . Ngi c u
quyn c th c ch nh tham gia mt Cuc hp HQT c th hoc
mt s Cuc hp HQT cho n khi c thng bo t TVHQT c lin quan.
Mi thng bo u quyn c gi n Ch tch theo a ch Tr s chnh
trc ngy t chc Cuc hp HQT. Mi ngi c u quyn c mt phiu
biu quyt cho TVHQT m ngi i din v mt phiu biu quyt cho
chnh ngi nu ngi cng l TVHQT.
34.17 Bt k Ngi qun l no cng c th c yu cu tham d Cuc hp

HQT do bt k TVHQT no yu cu bo co trc tip ln HQT
nhng vn lin quan n Cng ty hoc cng vic kinh doanh ca Cng ty
m h l ngi chu trch nhim v nhng vn ny hoc h c kin thc,
k nng v vn ny; v phi cung cp cho HQT cc thng tin hoc ti
liu b sung c lin quan n hot ng kinh doanh ca Cng ty theo yu cu
ca HQT.
34.18 HQT c th ch nh mt ngi lm th k (Th k Hi ng). Th k
Hi ng gi tt c cc ghi chp v ngi c y quyn, cuc hp, cc quyt
nh c thng qua, cc thng bo c gi i, cc thay i trong iu l
v cc vn quan trng khc lin quan n vic qun l ca Cng ty.
34.19 Th k Hi ng c th b HQT bi nhim v thay th bt k lc no.
34.20 Th k Hi ng chu trch nhim ghi nhn cc bin bn ca mi Cuc hp
HQT bng ting Anh v ting Vit. Ni dung bin bn hp bao gm tn cc
thnh vin d hp, ngy v ni hp, cc vn tho lun v cc ngh quyt
c thng qua. Trong trng hp Th k Hi ng khng th tham d
Cuc hp HQT, HQT c th ch nh mt th k tm thi cho cuc hp.
34.21 Bin bn ca mi Cuc hp HQT phi c ch to Cuc hp HQT
k, mt bn sao ca bin bn c giao cho mi TVHQT v bn chnh ca
bin bn s c lu gi ti Tr s chnh hoc bt k mt ni khc theo ch
nh ca HQT.
34.22 Cc khon chi ph hp l do TVHQT chi tr lin quan n vic tham d
Cuc hp HQT bao gm chi ph i li v ngh ngi do Cng ty thanh ton
li theo chnh sch ca Cng ty ti tng thi im.
Article 98. S
i biu ti Cuc hp HQT
35.3
Cuc hp HQT hp l c tin hnh khi c ba phn t () tng s

TVHQT tham d vi t cch c nhn hoc thng qua ngi c u
quyn.
35.4
Trong trng hp khng s i biu tham d theo quy nh ti iu 35.1,

cuc hp th hai s c triu tp trong vng mi lm (15) ngy k t ngy
nh tin hnh cuc hp u tin. Trong trng hp ny, cuc hp s
c tin hnh khi c hn mt na s TVHQT d hp.
Article 99. Biu
quyt ti Cuc hp HQT
Mi TVHQT c mt phiu biu quyt. Cc vn biu quyt ti Cuc hp

HTV s c quyt nh bi a s phiu biu quyt ca TVHQT tham d
(vi t cch c nhn hoc hoc thng qua ngi i din). Trong trng hp
s phiu bng nhau, Ch tch s c phiu biu quyt quyt nh.
Article 100.
Bin bn HC v Bin bn hp HQT
37.3
Tt c HC v Cuc hp HQT phi c ghi vo s bin bn. Bin bn

hp phi c thng qua trc khi kt thc cuc hp.
37.4
Ch ta cuc hp v th k lin i chu trch nhim v tnh ng n,

trung thc ca bin bn cuc hp. Bin bn cuc hp phi c gi n cc
C ng v TVHQT trong vng 15 ngy k t ngy kt thc cuc hp.
Article 101.
Ngh quyt bng vn bn ca HQT
Ngh quyt bng vn bn c tt c cc TVHQT k c coi l hp l v c

hiu lc thi hnh k t ngy c thng qua ti Cuc hp HQT c triu tp
v t chc hp l. Ngh quyt ny c th bao gm mt hoc nhiu vn bn ging
nhau c k bi mt hoc nhiu TVHQT. Thut ng bng vn bn v k
bao gm c vic thng qua bng in t hoc bng fax.
Article 102.
Tng Gim c
39.7
HQT b nhim mt trong s cc TVHQT hoc thu mt ngi khc lm

Tng Gim c.
39.8
Tng Gim c iu hnh hot ng kinh doanh hng ngy ca Cng ty di

s gim st ca HQT v chu trch nhim trc HQT v vic thc hin
quyn v ngha v c giao.
39.9
Nhim k ca Tng Gim c khng qu 5 nm v c th c b nhim li

vi s nhim k khng hn ch.
39.10 Tiu chun v iu kin ca Tng Gim c: (i) c nng lc hnh vi dn

s v khng thuc din b cm qun l doanh nghip theo quy nh ca Php
lut; v (ii) l ngi c trnh chuyn mn, kinh nghim trong qun tr
kinh doanh hoc trong cc ngnh ngh kinh doanh ch yu ca Cng ty.
39.11 Tng Gim c ca Cng ty khng c ng thi l gim c hoc tng
gim c cng ty khc.
39.12 Tng Gim c c cc quyn v ngha v sau:
(k)
Quyt nh cc vn pht sinh t hot ng kinh doanh hng ngy ca

Cng ty m khng cn c quyt nh ca HQT;
(l)
T chc thc hin ngh quyt c HQT thng qua;
(m)
T chc thc hin k hoch kinh doanh v u t ca Cng ty;
(n)
Kin ngh c cu phng n t chc v quy ch qun l ni b Cng ty;
(o)
B nhim, min nhim, cch chc nhng Ngi qun l khc ca Cng ty,
tr cc chc danh thuc thm quyn ca HQT;
(p)
Quyt nh lng v ph cp i vi ngi lao ng trong cng ty k c

nhng Ngi qun l thuc thm quyn b nhim ca Tng Gim c;
(q)
Tuyn dng lao ng;
(r)
Kin ngh phng n tr c tc hoc x l l trong kinh doanh ca Cng

ty;
(s)
Thc hin cc hp ng v giao dch ca Cng ty; v
(t)
Cc quyn v nhim v khc theo quyt nh ca HC v/hoc ca

HQT ph hp vi iu l v Php lut.
Lng, Th lao v Cc li ch khc ca TVHQT

v Tng Gim c
Article 103.
Cng ty c quyn tr th lao, tin lng cho TVHQT, Tng Gim c v

Ngi qun l khc theo kt qu v hiu qu kinh doanh. Th lao ca
TVHQT v tin lng ca Tng Gim c v ngi qun l khc c tnh
vo chi ph kinh doanh ca cng ty v c th hin thnh mc ring trong
Bo co Ti chnh Hng nm, c bo co ti HC hng nm.
Article 104.
41.3
Ngha v ca Ngi Qun l
TVHQT, Ch tch, Tng Gim c v Ngi qun l khc c cc ngha v

sau:
(e)
Thc hin cc quyn v nhim v c giao theo ng quy nh ca Php

lut, iu l v quyt nh ca HC;
(f)
Thc hin cc quyn v nhim v c giao mt cch trung thc, cn

trng, tt nht nhm bo m li ch hp php ti a ca Cng ty v Cc
C ng;
(g)
Trung thnh vi li ch ca Cng ty v CcC ng; khng s dng thng

tin, b quyt, c hi kinh doanh ca Cng ty, lm dng a v, chc v v
ti sn ca Cng ty t li hoc phc v li ch ca t chc, c nhn; v
(h)
Thng bo kp thi, y , chnh xc cho Cng ty v cc doanh nghip

m h v nhng Ngi c lin quan ca h lm ch hoc c phn vn
gp, c phn chi phi. Thng bo ny c nim yt ti tr s chnh v
chi nhnh ca Cng ty.
41.4
TVHQT v Tng Gim c khng c tng lng, tr thng khi Cng ty

khng thanh ton cc khon n n hn v cc ngha v khc.
Article 105.
42.5
Cc hn ch i vi hp ng
Cc hp ng sau y phi c HC ph duyt:

(d)
Hp ng gia Cng ty v C ng nm gi trn [35]% tng s C phn

Ph thng hoc Ngi c lin quan ca C ng ; hoc
(e)
Hp ng gia Cng ty v bt k TVHQT hoc Tng Gim c; hoc
(f)
Hp ng gia Cng ty v Ngi c lin quan ca bt k TVHQT no

hoc Tng Gim c.
42.6
Cc hp ng v giao dch c gi tr nh hn [50]% tng gi tr ti sn Cng

ty ghi trong bo co ti chnh gn nht phi c HQT chp thun. Trong
trng hp ny, ngi i din theo php lut phi gi d tho hp ng
hoc thng bo ni dung ch yu ca giao dch n cc TVHQT ng thi
nim yt cc vn bn ny ti Tr s chnh, chi nhnh ca Cng ty. HQT
quyt nh vic chp thun hp ng hoc giao dch trong thi hn mi lm
ngy, k t ngy nim yt. TVHQT c li ch lin quan khng c quyn
biu quyt ti Cuc hp HQT c lin quan.
42.7
Cc hp ng v giao dch khc tr trng quy nh ti iu 42.3 phi c

HC ph duyt trc khi k kt. HQT chu trch nhim trnh d tho
cc hp ng hoc gii trnh cc ni dung chnh giao dch ti HC hoc
ly kin cc C ng bng vn bn. Trong trng hp ny, C ng c
quyn li lin quan khng c quyn biu quyt. Hp ng hoc giao dch
c chp thun khi c s c ng i din [65]% tng s phiu biu quyt
cn li ng .
42.8
Hp ng hoc giao dch c giao kt m khng c s chp thun theo quy

nh ti cc iu 42.1, 42.2 v 42.3 th b v hiu theo quy inh ca Php
lut. Ngi i din theo php lut ca Cng ty, C ng, TVHQT hoc
Tng Gim c c lin quan n cc hp ng, giao dch ny phi bi thng
thit hi pht sinh, hon tr cho Cng ty cc khon li thu c t vic thc
hin hp ng, giao dch .
Article 106.
Ban Kim sot
43.5
Ban Kim sot bao gm [3] thnh vin do HC ch nh v c t nht mt

thnh vin c chuyn mn v k ton. Cc Kim sot vin bu mt ngi
trong s h lm trng Ban Kim sot.
43.6
Ban Kim sot c cc quyn v nhim v sau y:
43.7
43.8
43.9
(h)
Xem xt tnh hp l, hp php, tnh trung thc v mc cn trng trong

qun l, iu hnh hot ng kinh doanh hng ngy, s sch k ton, bo
co ti chnh;
(i)
Thm nh bo co tnh hnh hot ng kinh doanh, Bo co Ti chnh

Hng nm v bo co ti chnh na nm ca Cng ty v bo co nh gi
cng tc qun l ca HQT. Trnh bo co thm nh bo co tnh hnh
hot ng kinh doanh, Bo co Ti chnh Hng nm v bo co ti chnh
na nm ca Cng ty v bo co nh gi cng tc qun l ca HQT ln
HC;
(j)
Xem xt s k ton v cc ti liu khc ca Cng ty hoc cc vn khc

lin quan n cng tc qun l v iu hnh Cng ty nu cn thit hoc
theo quyt nh ca HC, hoc theo yu cu ca bt k C ng hoc
nhm C ng no; vic iu tra ca Ban Kim sot theo quy nh ti
iu ny phi c thc hin m khng gy tr ngi n hot ng bnh
thng ca HQT cng nh khng lm gin on vic iu hnh hot
ng kinh doanh ca Cng ty; v
(k)
Kin ngh HQT hoc HC cc bin php sa i, b sung, ci tin

c cu t chc qun l ca Cng ty.
Ngha v cung cp thng tin cho Ban Kim sot:

(a)
HQT v TVHQT hoc Tng Gim c phi bo co v cung

cp y v nhanh chng cc thng tin v ti liu lin quan n hot
ng qun l v kinh doanh ca Cng ty theo yu cu ca Ban Kim sot
tr khi c quyt nh khc ca HC; v
(b)
Ban Kim sot v Kim sot vin khng c php tit l thng
tin ca Cng ty.
Kim sot vin phi:

(d)
l ngi t 21 tui tr ln, c y nng lc hnh vi dn s v khng

thuc i tng b cm thnh lp v qun l doanh nghip theo quy nh
ca Php lut;
(e)
khng phi l Ngi c lin quan ca TVHQT, Tng Gim c v

Ngi qun l khc; v
(f)
khng gi bt k mt chc v qun l no ca Cng ty k c TVHQT,

Tng Gim c.
Nhim k lm vic ca Ban Kim sot, cng c lm vic, th lao v cc li ch

khc ca Kim sot vin do HC quyt nh. Ban Kim sot chu trch
nhim trc HC v cc vi phm ca mnh trong sut nhim k hot
ng.
Article 107.
44.3
S sch v Lu tr
Cng ty phi gi cc ti liu sau:

(j)
GCNT;
(k)
iu l; Ni quy cng ty, S ng k C ng;
(l)
Cc gip php khc c cp bi cc C quan Nh nc;
(m)
Giy t, ti liu chng minh quyn s hu ca Cng ty i vi cc ti sn

ca Cng ty;
(n)
Bin bn hp HC, HQT v cc quyt nh ca Cng ty;
(o)
Thng bo pht hnh chng khon;
(p)
Bo co ca Ban Kim sot, kt lun iu tra ca c quan iu tra v n

v kim ton c lp;
(q)
S k ton, ha n v chng t, Bo co Ti chnh Hng nm;

v
(r)
44.4
Cc ti liu khc theo quy nh ca Php lut.
Cng ty phi lu gi cc cc ti liu quy nh ti iu 44.1 ti Tr s chnh

theo quy nh ca Php lut.
XIV. K TON V KIM TON

Article 108.
Ti khon ngn hng
Cng ty m ti khon ti mt hoc nhiu t chc tn dng c php hot

ng ti Vit Nam. Sau khi c s chp thun ca c quan c thm quyn,
Cng ty c th m ti khon ti nc ngoi theo quy nh ca Php lut, nu
cn thit.
Article 109.
Nm ti chnh
Nm ti chnh ca Cng ty bt u t ngy 01 thng 01 v kt thc vo ngy

31 thng 12 cng nm. Nm ti chnh u tin bt u vo ngy c cp
GCNT v kt thc vo ngy 31 thng 12 ca nm .
Article 110.
K ton v Bo co
47.4
Cng ty s dng Tiu chun K ton Vit Nam (VAS) v bt k h thng no

c s chp thun ca B Ti Chnh. ng tin s dng trog s k ton v
ti khon l ng v c th c chuyn i thnh la trong s k ton
khng chnh thc dng tham kho trong ni b Cng ty.
47.5
Tt c cc bo co ti chnh, chng t, s sch v cc cng b ca Cng ty

c lp v lu gi bng ting Vit cng vi bn dch ting Anh.
47.6
Bt c vn bn, thng bo hoc dng thng tin no do Cc C ng,

TVHQT hoc HC cung cp u phi c lp bng ting Vit v phi
nh km mt bn dch ting Anh. Trong trng hp c s khc bit gia
bn ting Anh v bn ting Vit th bn ting Anh c u tin p dng.
Article 111.
Bo co Hng nm
48.3
Tng Gim c phi trnh Bo co Ti chnh Hng nm cho HC ph

chun trong vng su thng k t ngy kt thc mi nm ti chnh.
48.4
Bo co Ti chnh Hng nm phi bao gm bo co v kt qu kinh doanh

th hin trung thc v khch quan tnh hnh li nhun v thua l ca Cng
ty trong nm ti chnh, bn cn i k ton th hin trung thc v khch
quan tnh hnh hot ng ca Cng ty cho n ngy bo co; tnh trng lun
chuyn tin t; v cc gii thch v Bo co Ti chnh Hng nm.
Article 112.
Cng b Thng tin v Thng bo Cng khai
Bo co Ti chnh Hng nm v cc ti liu b sung phi c cng b theo quyt

nh ca CQCP (nu c) v np cho c quan thu v CQCP theo quy nh ca
Php lut.
Article 113.
Kim ton
50.5
Ti HC hng nm, mt cng ty kim ton c lp c php hot ng

ti Vit Nam s c ch nh kim ton Cng ty trong nm ti chnh k
tip theo cc iu kin v iu khon c s ng ca HQT. i vi
nm ti chnh u tin, HQT phi ch nh mt cng ty kim ton thc hin
kim ton cc hot ng ca cng ty sau ngy c cp GCNT.
50.6
Cng ty phi chun b v trnh Bo co Ti chnh Hng nm cho mt cng ty

kim ton c lp sau khi quyt ton nm ti chnh.
50.7
Cng ty kim ton c lp do Cng ty ch nh phi thm tra v xc nhn

vo Bo co Ti chnh Hng nm gii trnh v doanh thu, chi ph, lp bo co
kim ton v chuyn bo co ny cho HQT trong vng su thng k t
ngy kt thc nm ti chnh.
50.8
Mt bn sao ca bo co kim ton phi nh km vi mi bn Bo co Ti

chnh Hng nm.
XV.
T CHC LI V GII TH
Article 114.
T chc li Cng ty
Th tc chia, tch, hp nht, sp nhp v chuyn i Cng ty phi c thc hin

theo quy nh ca Php lut.
Article 115.
Chm dt Hot ng
Cng ty c th b gii th hoc chm dt hot ng theo cc iu kin sau

y:
(e) Cng ty b ph sn.
(f) Cng ty cn t hn ba C ng trong thi hn su thng lin tc.
(g) HC quyt nh gii th Cng ty.
(h) Theo quyt nh ca C quan Nh nc c lin quan thu hi GCNT do
c vi phm nghim trng Php lut hoc cc quy nh trong GCNT.
Article 116.
Gii th
53.7
Ngay khi c bt k s kin cht dt quy nh ti iu 52, HC phi

thng qua quyt nh gi th Cng ty. Ngh quyt ny phi bao gm l do gii
th, thi hn v th tc thanh l cc hp ng v cc khon n ca Cng ty
v cc iu khon khc theo yu cu ca php lut.
53.8
Trong vng by (7) ngy k t ngy c ban hnh hoc thi gian khc di
hn c Php lut cho php, ngh quyt v gii th phi c gi n
CQCP (v/hoc cc c quan c lin quan n ng k kinh doanh nu Php
lut yu cu), tt c cc ch n, ngi khc c quyn li lin quan v ngi
lao ng ca Cng ty ng thi nim yt ti Tr s v bt k chi nhnh no
ca Cng ty. Thng bo gii th phi c ng bo nu Php lut yu cu.
53.9
Ngay khi vic gii th c hiu lc theo quy nh ti iu 53.1, HQT ch nh

ba ngi vo u ban thanh l (sau y gi l U ban Thanh l).
53.10 U ban Thanh l c thm quyn theo quy nh ca Php lut ph hp vi

vic gii th Cng ty v phn chia ti sn mt cch hiu qu c th, theo quy
nh ca Php lut, tt c thm quyn ny c th c HQT giao cho U
ban Thanh l.
53.11 Tt c cc ph v chi ph hp l cho vic gii th Cng ty do Cng ty chi tr.

Tt c cc ngha v ca Cng ty phi c thanh ton theo th t u tin
sau y:
(a)
Lng v cc khon tr cp x hi, bo him y t lin quan n ngi lao

ng;
(b)
Cc khon n thu i vi Nh nc Vit Nam;
(c)
Chi ph gii th;
(d)
Cc khon vay ca Cng ty t cc ch n khng c bo m v ch n c

bo m i vi phn n khng c thanh ton bng cc bin php x
l ti sn bo m bao gm c cc khon thanh ton t ngi bo lnh;
(e)
Cc ngha v khc; v
(f)
Phn cn li sau khi thanh ton cc chi ph t im (a) n (e) nu trn s

c chia cho cc C ng theo quy nh ti iu 7.3(c).
53.12 U ban Thanh l c trch nhim bo co vi CQCP ngy thnh lp v ngy

bt u hot ng ca mnh. K t ngy ny, U ban Thanh l i din cho
Cng ty trong mi vn lin quan n vic gii th Cng ty trc To n v
cc c quan c thm quyn.
XVI. Bi thng
Article 117.
Bi thng
54.3
Thm vo tng s tin nu di y hoc c quy nh trong iu l ny,

C ng (Bn bi thng cho mc ch bi thng theo iu 12.1 ny)
ng bi thng nhng thit hi gy ra cho Cng ty v Cc C ng khc
(mi, mt Bn nhn bi thng cho mc ch bi thng theo iu 54.1)
trong gii hn cao nht c Php lut cho php trc tt c nhng tn tht,
yu cu, thit hi, ph tn (bao gm nhng khng gii hn nhng khon ph
hp l, chi tiu v chi ph khc cho lut s) hoc trch nhim khc (gi
chung Trch nhim) l kt qu ca hoc pht sinh t s vi phm bt k
tuyn b hoc bo m, giao c hoc tha thun no ca Bn bi thng
quy nh trong iu l, hoc bt k hnh vi php l, hnh chnh hoc hnh vi
khc, nhng v kin hay iu tra (k c chnh thc hoc khng chnh thc),
hoc e da bng vn bn theo lin quan n hoc pht sinh t iu l
ny hoc bt k giao dch c cp theo y hoc bt k vai tr ca Bn
nhn bi thng no trong iu l ny hoc trong bt k giao dch no c
cp theo y c quy nh; tuy nhin Bn bi thng s khng chu
trch nhim theo iu 54.1 cho Bn nhn bi thng (i) cho bt k khon
thanh ton no cho vic gii quyt nhng yu sch m khng c s cho php
ca Bn bi thng (m s cho php ny s l s t chi khng hp l), (ii)
i vi phm vi c quyt nh sau cng ng n m chnh Nhng trch
nhim xut pht t hnh vi c hoc cu th ni chung ca chnh Bn nhn
bi thng, hoc (iii) i vi phm vi m n chnh l kt qu sau cng xc
nh rng Nhng trch nhim pht sinh t s vi phm ca chnh Bn nhn
bi thng i vi bt k tuyn b, bo m, giao c hoc tha thun khc
cho Bn nhn bi thng quy nh trong iu l ny..
54.4
Mi Bn nhn bi thng theo iu 54 s thng bo kp thi cho Bn bi

thng sau khi nhn thng bo v vic khi kin, iu tra, yu sch hoc
kin tng khc chng li chnh Bn bi thng m s bi thng c th c
yu cu bi Bn nhn bi thng theo iu 54 ny bng vn bn v vic khi
kin . Vic b xt ca bt k Bn nhn bi thng no trong vic thng
bo n Bn bi thng v chnh nhng hnh vi ca bn ny s khng lm
gim trch nhim ca Bn bi thng i vi nhng trch nhim c th pht
sinh i vi Bn nhn bi thng.
XVII. GII QUYT TRANH CHP

Article 118.
Gii quyt tranh chp
Bt k tranh chp, tranh ci hoc khiu ni no pht sinh t hoc lin quan n
iu l trc tin phi uc gii quyt thng qua thng lng hoc/v ho gii
gia cc bn tranh chp. Nu khng c tho thun lin quan n tranh chp, tranh
ci hoc khiu ni no t c thng qua thng lng v ho gii th tranh
chp, tranh ci hoc/v khiu ni ny s c gii quyt ti Trung tm trng ti
quc t Vit Nam (VIAC) bn cnh Phng Thng mi v Cng nghip Vit Nam
theo quy tc trng ti ca trung tm ny. Ngn ng c s dng trong t tng
trng ti l ting Anh. Quyt nh ca trng ti l quyt nh cui cng v rng
buc cc bn.
XVIII. IU KHON KHC
Article 119.
Hiu lc ca iu l
iu l ny c hiu lc t ngy CQCP cp GCNT.

Article 120.
Hiu lc tng phn
Nu c bt k iu khon no ca iu l ny b v hiu, bt hp php hoc

khng th thi hnh c theo quy nh ca Php lut th hiu lc, tnh hp php
v tnh c th thi hnh c ca iu l ny khng b nh hng hoc v hiu.
Article 121.
Sa i, B sung iu l
Bt k sa i, b sung no ca iu l ch hiu lc nu n c HC
thng qua hp php v c lp thnh vn bn.
Article 122.
Quyn kt hp
Tr trng hp c by t r rng theo hng khc, cc quyn v bin

php khc phc quy nh trong iu l ny l cc quyn v bin php khc
phc kt hp v khng loi tr cc quyn v bin php khc phc do Php
lut quy nh.
Article 123.
Ngn ng v Bn chnh
iu l c lp thnh 5 bn chnh bng ting Vit v 5 bn chnh bng ting Anh

c hiu lc nh nhau. Mi C ng sng lp gi mt bn chnh bng ting Anh v
mt bn chnh bng ting Vit. 1 bn chnh bng ting Anh v 1 bn chnh bng
ting Vit c lu ti Tr s v cc bn chnh cn li c np cho CQCP.
Trong trng hp c s khc nhau gia 2 bn, bn ting Anh c gi tr cao hn.
LM BNG, Cc C ng sng lp k tn v ng du vo iu l, v/hoc lm
cho iu l ny c k v ng du bi nhng ngi i din hp php ca h vo
ngy ghi di ch k tng ng di y.
i din ____ (vi t cch C ng sng

lp)
i din (vi t cch C ng sng lp)
_________________________________
_______________________________
H tn: ___
Tn: ___
Chc v: Ch tch
Chc v: ___
Ngy: __________________________
___ (vi t cch C ng sng lp)
Ngy: ____________________________
___ (vi t cch ngi i din theo
php lut ca ___)
_______________________________
Ngy: ____________________________
_________________________________
Ngy: ____________________________
II. LLC CHARTER

CHARTER OF ..
Whereas, .. a company incorporated and existing under the Laws of
Korea, wishes to establish a sole member liability company in Da Nang City, the
Socialist Republic of Vietnam.
Whereas, this Charter is based on:

- The Law on Investment No. 59/2005/QH11 approved by the National
Assembly of the Socialist Republic of Vietnam on the 29 th day of
November 2005;
- The Law on Enterprises No. 60/2005/QH11 approved by the National
Assembly of the Socialist Republic of Vietnam on the 29 th day of
November 2005; and
- Other relevant Laws of Vietnam.
Now, therefore..hereto has agreed to make and sign this Charter on
the terms and conditions herein set forth:
Article 1: DEFINITIONS AND INTERPRETATIONS
1.1. Unless the terms and conditions of this Charter otherwise provide, the
following words and expressions will have the meanings as set forth
hereinafter:
(a) Application means the application to the Licensing Authority (as defined
below) for approval for re-registration of the Company (as defined below)
with the terms of this Charter (as defined below) to which this Charter is
attached hereto;
(b) BOM means the Board of Members of the Company that is specified in
Article 9 below;
(c) BOM Member means a Member of the BOM;
(d) Charter means the Charter, including its annexes, as the same may be
amended, modified or supplemented according to Article 29.3 below;
(e) Charter Capital means the capital which the Investor has contributed or is
obliged actually or contingently to contribute to establish the Company as
stated in Article 7 of this Charter;
(f) Company means..a sole member limited liability company
to be formed in Da Nang City, the SR of Vietnam by the Investor (as defined
below) in accordance with the Law on Investment (as defined below), the
Law on Enterprises (as defined below) and other relevant Laws of Vietnam
and this Charter;
(g)
Duration means the operational duration of each Project which the

Company is the Investor as specified in Article 5 below;
(h) Effective Date means the date on which the Application is approved by the
Licensing Authority under the form of the Investment Certificate (as defined
below);
(i) Investment Certificate means the license issued by the Licensing Authority
to the Investor for approval of the Application, this Charter and all writing
and annexes relevant to the Application and this Charter;
(j) Investor means ..whose details are set out in Article 2
below;
(k) Law on Investment means the Law No. 59/2005/QH11 as approved by the
National Assembly of the SR of Vietnam on 29 November 2005;
(l) Law on Enterprises means the Law No. 60/2005/QH11 as approved by the
National Assembly of the SR of Vietnam on 29 November 2005;
(m) Laws of Vietnam means all laws, decrees, regulations, circulars, decisions
and other legal writings issued by the Government and other relevant
authorities of Vietnam from time to time;
(n) Licensing Authority means the Danang City Peoples Committee, the SR
of Vietnam, or such other relevant authority responsible for licensing and/or
supervising the Company, from time to time;
(o) Original Licensing Date means the date on which the Danang City
Peoples Committee, the SR of Vietnam issued the Investment License;
(p) Vietnam or SR of Vietnam means the Socialist Republic of Vietnam;
(q) Vietnamese Authority or Vietnamese Authorities means any and/or all
the followings: Government, Governmental Office, Peoples Committees,
Ministries, State Bodies and Authorities of Vietnam;
(r) American Dollar or US Dollar or USD means the lawful currency of
the United States of America;
(s) Vietnamese Dong means the lawful currency of Vietnam.
1.2. The headings of Articles used herein are for convenience only and will not
be used to interpret or otherwise affect the remaining of the provisions of
this Charter.
Article 2: INVESTOR OF THE COMPANY
2.1. The Investor of the Company:
(a) Name:
....
(b) Head office:
..
Telephone:
.
Fax:
.
(c) Duly representative:
Title:
Nationality:
Passport No.:
Resident address:
.
..
2.2. The Investor shall have the rights and obligations as stipulated in this
Charter, the Investment Certificate, the Law on Investment, the Law on
Enterprises and other relevant regulations of the Laws of Vietnam.
Article 3: ESTABLISHMENT OF THE COMPANY
3.1. In accordance with the Law on Investment, the Law on Enterprises
and other relevant Laws of Vietnam and the provisions of this Charter,
the Investor has agreed to establish the Company from the Original
Licensing Date;
3.2. The full name of the Company will be .. in Vietnamese
and ..in English;
3.3. The head office of the Company will be located at ..;
3.4. The Company may establish branches and/or representative offices in
other provinces or in foreign countries subject to the business
consideration of the Company as determined by the BOM, upon the
business operation of the Company and approval from the relevant
Vietnamese Authorities;
3.5. The logos, trademarks and trade names of the Company will be decided
by the BOM and registered with the relevant Vietnamese Authorities
to become the official logos, trademarks and trade names of the
Company in Vietnam.
Article:
JURIDICAL STATUS OF THE COMPANY
4.1. The Company will be a sole member limited liability company, having
the juridical person status under the Laws of Vietnam with effect from
the Effective Date. During the course of its operation, the Company
will observe the Laws of Vietnam, the provisions of this Charter and
the Investment Certificate. All activities of the Company and
respective interests of the Investor will be governed and protected by
the Laws of Vietnam;
4.2. The General Director shall be the legal representative of the Company;
4.3. The Investor shall be liable for all debts and other asset obligations of
the Company within the Charter Capital of the Company;
4.4. The Investor and the Company will be subject to various applicable
Laws of Vietnam relating to foreign investment, foreign exchange
control and other matters. The Investor has acknowledged and agreed
that all applicable Laws of Vietnam relating to the Company will be

complied with in full.
Article 5: EFFECTIVE DATE AND DURATION
5.1. This Charter will take full effect from the Effective Date, however that
if the Investment Certificate issued is conditional or requires the
amendment or modification to any of the provisions hereinafter, it will
not be deemed to be issued for the purposes of this Charter unless such
amendments are agreed in writing by the Investor;
5.2. The Investor has agreed to propose to the Licensing Authority that the
Company will carry out its Projects for the maximum duration as
permitted by the Laws of Vietnam;
5.3. If the Investor wishes to extend the Duration specified in the
Investment Certificate, at least six (6) months prior to the expiration,
the Investor will have to submit the application form for extending the
Duration to the Licensing Authority for the consideration and
approval. If there is any change to the Duration of the Company, it
must be approved by the Licensing Authority, if required by the Laws
of Vietnam;
5.4. All provisions and terms of this Charter will be applied throughout the
Duration or extended term (if any) unless the General Director of the
Company amends the provisions in writing, such amendment must be
approved by resolution of the BOM thereof and approved by the
Licensing Authority, if required by the Laws of Vietnam.
Article 6: PURPOSES
The Company is established to carry out the Projects for the purposes
..in Danang City, SR of Vietnam.
(a)
Article 7:
CHARTER CAPITAL OF THE COMPANY
7.1. Charter Capital of the Company

The Charter Capital of the Company is VND. (In words: ),
equal to US$................. (In words:).
7.2. Increase and Decrease of the Charter Capital
(a) Any increase in the Charter Capital of the Company shall be
approved by the resolution of the BOM thereof and shall be
approved by the Licensing Authority, if required by the Laws of

Vietnam;
(b) The Charter Capital of the Company will not be reduced during
the Duration unless effectuated as permitted under the Laws of
Vietnam.
7.3. Assignment of Charter Capital Contribution
(a) During the Duration, the Investor shall have right to assign the
whole or part of its Charter Capital contribution to any other
individuals and/or organizations, with conditions that they have
the capability of continuing Companys operation;
(b) In case the Investor assigns a part of its Charter Capital
contribution to other individuals and/or organizations, the
Company shall register with the Licensing Authority for
conversion into a limited liability company with two or more
members within fifteen (15) days from the date of assignment.
(c) Any such assignment mentioned above shall not be valid unless
approved by the resolution of the BOM thereof and approved by
the Licensing Authority, if required by the Laws of Vietnam.
Article 124.
Article 8:
LOAN CAPITAL
8.1. In case the BOM determines at any time during the Duration that, it is
necessary for the Company to borrow loan capital for implementation
of its Projects, the General Director, with the support from the
Investor, shall be responsible for arranging and borrowing the loan
capital for the Company in accordance with the financial requirement
of the Company and regulations of the Laws of Vietnam from (i)
domestic banks; and/or (ii) international banks; and/or (iii) other
financial organizations; and/or (iv) the Investor;
8.2. All loan shall be in US Dollars and/or Vietnamese Dong and/or
another freely convertible currency;
8.3. The Company shall be responsible for the payment of all interest and
principal as well as other fees such as bank charge, arrangement fees
and professional costs associated with loan arrangements.
Article 9:
BOARD OF MEMBERS
9.1. Body in charge
(a) The highest authority of the Company shall be the Board of Members
(BOM) of the Company. The BOM shall, in the name of the
Investor, organize the implementation of rights and obligations of the
Investor and shall have the right to implement the rights and
obligations of the Company in the name of the Company. The BOM
shall be responsible before the Laws of Vietnam and the Investor for
the implementation of its delegated rights and obligations.
(b) The BOM shall consist of at least two (02) BOM Members, all of whom
shall be appointed by the Investor in accordance with the criteria and
conditions as provided by the Laws of Vietnam from time to time. The
Investor agrees that each of the BOM Members shall be required to act
in accordance with the provisions of this Charter in exercising their
duties as the BOM Member;
(c) The position of chairman (Chairman) of the BOM shall be appointed
by the Investor from the BOM Members;
(d) The Chairman and each of the BOM Members shall, unless he/she dies,
resigns, retires, is incapacitated or is removed from office earlier, hold
an office term of five (05) years. The Chairman and the BOM
Members may be re-appointed for the next terms by the Investor.
9.2. Date of establishment of the BOM
The BOM shall be established immediately after the Effective Date.
The Investor will determine the time and date of the first BOM
Meeting. The time and date of each following BOM Meeting will be
determined by the BOM Members at the immediately preceding BOM
Meeting or at the written notice given by the Chairman in accordance
with Article 10.2 below.
9.3. Functions and powers of the BOM
(a) The BOM will be fully empowered to establish general and specific
policies for the Company. The BOM will, in establishing such
policies, act in conformity with the provisions of this Charter and
Laws of Vietnam. The powers of the BOM shall include but not
limited to the followings:
(i) Deciding on contents of the Charter and its amendment or
supplement;
(ii) Deciding on development strategy annual business plan of
the Company;
(iii) Deciding on structure of organizational management;
appointing, exempting and dismissing managers of the
Company;
(iv) Approving investment projects in equivalent to 50% or

more of total value of assets of the Company as recorded in
the latest financial report; a smaller percentage will be
stipulated in this Charter;
(v) Deciding on development of market, marketing and
technology;
(vi) Approving lending, borrowing contracts and others in
equivalent to 50% or more of total value assets of the
Company as recorded in the latest financial report; a
smaller percentage will be stipulated in this Charter;
(vii) Deciding on sale of assets in equivalent to 50% or more of
total value of assets of the Company as recorded in the
latest financial report; a smaller percentage will be
stipulated in this Charter;
(viii) Deciding on raising of Charter Capital of the Company;
transfer of a part or whole of the Charter Capital to
organizations or another person;
(ix) Deciding on setting up subsidiaries and making capital
contribution to other companies;
(x) Undertaking supervision on business performance of the
Company;
(xi) Deciding on usage of profits after paying taxes and other
financial obligations;
(xii) Deciding on re-organization, liquidation and request for
bankruptcy of the Company;
(xiii) Collecting all pecuniary assets of the Company after
finishing liquidation or bankruptcy process;
(xiv) Other rights as stipulated in the Laws of Vietnam and this
Charter.
(b) Subject to the provisions of this Charter, the BOM may delegate any of
its power and authorities to the Director and may authorize the
Director to act in all matters within the scope of any policies
established by the BOM.
9.4. Rights of the Chairman
The Chairman of the BOM will have the rights and obligations as
follows:
(a) To prepare or to organize preparation of working programs and
plans of the BOM;
(b) To prepare or to organize preparation of programs, agenda and
documents for meetings of the BOM;
(c) To convene and take the chair of the BOM meetings;

(d) To keep a key position of supervision, pushing up realization for all
resolutions of the BOM;
(e) To notify the BOD, the Investor and the BOM Members of the
resolutions of the BOM;
(f) To sign any resolutions of the BOM; and
(g) Do not give direct order to the Management Personnel and/or any
employee of the Company.
9.5. Expenses for the BOM Members
The BOM may by decision reimburse any travel or accommodation
expenses incurred by the BOM Members for attendance at each
meeting. Such disbursement will be calculated into management
expenses of the Company.
(a)
Article 10: PROCEEDINGS OF THE BOARD OF MEMBERS
10.1. BOM Meetings

(a)
Regular BOM Meetings will be convened and held by decision

of the Chairman as and when necessary, but at least once per
year;
(b) Extraordinary BOM Meetings will be convened at the request of
the Investor or the Chairman or the General Director or
minimum of one (1) BOM Member;
(c) All BOM Meetings will be chaired by the Chairman or, if the
Chairman is not present, by one of the BOM Members
nominated by the Chairman.
10.2. Notice of the BOM Meetings
The written notice of each BOM Meeting must be given by the
Chairman to all of the BOM Members at least fourteen (14) days
before the BOM Meeting or such lesser period of notice as agreed on
by the Chairman. The notice will state the date, time and venue of the
BOM meeting and an agenda specifying the matters to be raised at the
BOM Meeting.
10.3. Place of the BOM Meetings
The BOM Meetings will be held at the Companys registered office or
at any other places, either in Vietnam or elsewhere, as the BOM
Members may agree on from time to time and may be conducted by

telephone conference, video conference or in any other manner if so
agreed by all BOM Members in writing giving due consideration to
the best and most efficient manner for the conduct of the BOM
Meetings in the prevailing circumstances.
10.4. Proxy
A BOM Member may appoint a proxy to attend the BOM Meetings
and vote on his/her behalf in respect of the matters specified in the
proxy form. The proxy may be appointed from one of the other BOM
Members who will be entitled to cast an additional vote for each one
of the BOM Members in respect of whom he acts as proxy. A proxy
need not be a BOM Member.
10.5. Number of BOM members:
(a) A BOM Meeting will be validity constituted only if at least two
thirds of the BOM members are present or represented by proxy.
(b) Any BOM member may participate in a BOM meeting by means
of conference telephone, conference video, or other similar
communication equipment whereby all BOM members participating
in the meeting can hear each other and the participation in this manner
will be considered to constitute presence in person at such BOM
meeting.
(c) In case the General Director or any Deputy General Director who
is not a BOM member attends the BOM meeting at the invitation of
the BOM, he/she may report directly to the BOM with respect to
operational matters but will not be allowed to vote in the meeting.
10.6. Agenda of the BOM Meetings
At the regular BOM Meeting of any fiscal year, the agenda will
include the following points:
(a) Adoption of the annual financial statement of the Company;
(b) Annual report of the BOM;
(c) Appointment or removal of the BOM members at the request of
the Investor;
(d) Appointment or removal of the Management Personnel, if any;
(e) Appointment of the Independent Auditor and fixing of their
remuneration in accordance with Article 16;
(f) Declaration of dividends if any.
10.7. Vote:
(a) The following important issues relating to the organization and

operation of the Company shall be decided at a BOM Meeting by
at least three quarters of the BOM Member present (whether in
person or by proxy) at the BOM Meeting:
(i) Any amendment of or addition to the Charter;
(ii) Re-organization of the Company;
(iii) Assignment of the Charter Capital.
(b) Unless otherwise provided in the Article 10.7 (a), any issues that
require resolutions of the of the BOM will be decided by the BOM on
the basis of the principle of simple majority voting by the BOM
member present (whether in person or by proxy entitled to vote) at the
BOM meeting.
(c) A resolution in writing signed by at least three quarters of the BOM
members shall be as valid and effectual as if it had been passed at a
BOM meeting. Any such resolution may be contained in a single
document or may consist of several documents in like form. For the
purpose of this Article, in writing and signed include approval by
telex, facsimile, cable or telegram.
(d) Notwithstanding the foregoing, the decisions of the BOM meeting
on amendment of or addition to this Charter, re-organization of the
Company and assignment of the Charter Capital shall take legal effect
only after being approved by the Investor.
10.8. Minute of the BOM meetings
Contents of all BOM meetings must be recorded in writing with
signature of all BOM members attending the meeting and must be
recorded in the book of meeting minutes of the Company.
(b)
Article 11:
BOARDS OF DIRECTORS OF THE COMPANY
11.1.The Board of Directors (BOD) of the Company will be responsible

for controlling and managing day to day business activities of the
Company and must report to the BOM and will, at all times, comply
with instructions, orders, resolutions and approvals of the BOM. The
BOD of the Company will be appointed and dismissed by the BOM
from time to time and will consist of the General Director and Deputy
General Directors (Management Personnel);
11.2. Each of the Management Personnel will, unless he/she dies, retires,
resigns or is removed from the office earlier, hold an office term of 05
(five) years or for such other term as may otherwise be set by the
BOM. Each of the Management Personnel may be re-appointed for the
next term or may be removed from the office earlier by the BOM.
11.3. The rights and responsibilities of the Management Personnel will be
reflected in the labor contract signed between each of them and the
Chairman for and on behalf of The Company, in accordance with this
Charter and the Laws of Vietnam.
Article 12. RIGHT OF THE BOARD OF DIRECTORS
12.1. The General Director will have the power to organize, lead and
carry out the management and supervision of The Company as determined
by the BOM. The General Director will implement the resolutions of the
BOM and the provisions of this Charter. The General Director will be
entitled to appoint, dismiss and determine the powers and duties of all
personnel of the Company excluding personnel appointed by the BOM. The
General Director will also be entitled to exercise such other rights and
powers as are conferred on him/her by the BOM. Without prejudice to the
generality of the foregoing, the General Director will, in addition to other
powers according to the Laws of Vietnam and/or instructed by the BOM
from time to time, have power to:
(a) Fulfill the BOM resolutions, that not contrary to the Laws of
Vietnam as well as to this Charter;
(b) Represent the Company in its dealings;
(c) Be responsible for external relations, signing economic contracts
within value limits established by the BOM and other corporate
documents and actions on behalf of the Company and handling other
matters entrusted to him/her by the BOM.
(d) Propose an organization structure suitable for the needs of the
Companys business, employ and dismiss the Companys personnel
and staff (except persons appointed by the BOM according to this
Charter), determine the remuneration, rewards, disciplinary actions,
promotions, motivation, training, incentive and salaries for such
personnel and staffs;
(e) Draw up operational rules and regulations for the operation and
management of the Company and the division of labor and
responsibilities and the function of various staff and employees and
implement the same;
(f) Draw up annual operating plans and such other plans for the
Company as are considered appropriate and, implement the same;
(g) Make such management decisions as are necessary to maintain a
productive, safe efficient and profitable operation of the Company;
(h) On behalf of the Company before authorities, courts and other third
parties on matters relevant to the Companys operation, within
contents of this Charter and;
(i) Act in all matters of the Company as authorized by the BOM.
12.2. The General Director will be responsible for the followings, subject
to the overall direction, authority and supervision of the BOM.
(a) Ensuring that the Company and its employees comply with all
relevant Laws and Regulations of Vietnam;
(b) Ensuring that the day-to-day operation of the Company will be
carried on in accordance with the directives, plan budgets,
procedures, ethics policy and resolutions of the BOM;
(c) Reporting to the BOM in respect of the Companys business.
12.3 Other Management Personnel will report to and assist the General
Director and will have such responsibilities as specified from time to
time by the BOM.
Article 13: INSPECTION COMMTTEE OF THE COMPANY
13.1 The Inspection Committee of the Company shall consist of not fewer
than one (1) inspector nor more than (3) inspectors, all of whom shall
be appointed by the Investor in accordance with the criteria and
conditions as provided by the Laws of Vietnam from time to time.
Each Inspector of the Company shall, unless he/she dies, resigns,
retires, is incapacitated or is removed from office earlier, hold an
office term of 03 (three) years as may otherwise be set by the BOM.
Each Inspector of the Company may be re-appointed for the next term
or may be removed from the office earlier by the Investor.
13.2 The Inspection Committee of the Company shall have rights and
obligations assigned by the Investor from time to time in accordance
with this Charter, the Law on Investment, the Law on Enterprises, and
other relevant regulations of the Laws of Vietnam, including but not
limited to the followings:
(a) Inspecting lawfulness, fiduciary, and diligence of the BOM, the
Chairman, the General Director in performing their respective
rights, duties, and obligations;
(b) Examining reports on financial statement, business performance,
management and others before submitting them to Investor and
relevant State Agencies; submitting the Investor examination report
thereof;
(c) Recommending proposals for change and adjustment of the

organizational management of the Company;
(d) Other obligations as stipulated in this Charter or decisions made by
the Investor.
13.3. The Inspection Committee is entitled to review any documents of the
Company at the head office, branches or representatives offices.
BOM members, Chairman, and other managers are required to provide
fully and promptly information in relation to business and
performance as requested by the Inspection Committee.
Article 14:
SEAL OF THE COMPANY

The Company will have an official seal. The BOM will provide for the
safe custody of the seal, which only be used by the Director in
accordance with his powers set out in this Charter or following
resolution of the BOM. Every instrument to which the seal will be
affixed and signed by the General Director or Deputy General Director
pursuant to a power of attorney given to him by the General Director
for that purpose.
(c)
Article 15:
ACCOUTING AND STATISTICS OF THE

COMPANY
15.1 The Company will operate on the principle of independent business,

self-accounting and be responsible for its own profits and losses;
15.2 All records on accounting and statistics of the Company will be kept in
accordance with Vietnamese Accounting System and will be
controlled and supervised by competent Financial and Statistical
Authorities of Vietnam;
15.3. The currency of denomination used in bookkeeping will be in
Vietnamese Dong and US Dollar. Conversion of any currency used for
purchases as well as accounting purposes will be executed in
accordance with the exchange rate published by the bank where the
Company has its account at the time of actual payment;
15.4. All accounting records, vouchers, books and statements of the
Company will be made and kept in English and Vietnamese languages.
In the event of a dispute as to the content or meaning of the accounting
reports, the English version will prevail;
15.5. The depreciation rate of the fixed assets of the Company will be in
conformity with the regulations on the depreciation of fixed assets
issued by the Ministry of Finance of Vietnam from time to time.
Article 16: AUDITING
As determined by the BOM, an independent Auditing Firm licensed or
otherwise authorized to carry out auditing in Vietnam will be engaged
by the Company as its auditor (Independent Auditor) to examine and
verify the financial receipts, expenditures and accounts, including the
annual financial reports. Any and all costs related to the performance
of such independent audit by the Independent Auditor as above
mentioned will be at the expense of the Company.
Article 17:
BANK ACCOUNTS
The Company shall open specialized capital deposit account and
interest bearing account in both Vietnamese and foreign currency at a
commercial bank of Vietnam or a joint venture bank or branch of
foreign bank permitted to operate in Vietnam as decided by the BOM
in accordance with the Law on Investment, the Law on Enterprises
and other relevant regulations. The Company is allowed to maintain
foreign exchange accounts in order to meet its foreign exchange
obligations.
Article 18: FOREIGN EXCHANGE

18.1. Vietnamese currency (Vietnamese Dong) will be used to make all
purchases in Vietnamese market, to pay for electricity, water as well as
wages to the Companys Vietnamese staff;
18.2. Foreign currency (US Dollar) will be used to make all purchases
outside of Vietnam and to pay wages to the Companys expatriate staff;
18.3. Foreign exchange available to the Company will be used in following
purposes but not limited as follows.
(a) Payment for offshore services and for imported machinery,
equipment, materials and other expenses of the Company required
to be paid in foreign exchange by the Company;
(b) Payment of principal and interest in respect of borrowing of
foreign exchange by the Company;
(c) Payment of expatriate personnels salaries and of foreign exchange

expenses related to such personnels business trips;
(d) Payment of foreign exchange expenses related to attendance of the
BOM members at the BOM meetings;
(e) Payment of the net shares in profit to the Investor in accordance
with Article 21 below;
(f) Other payments, which the BOM decides, should be made in
foreign exchange in accordance to the prevailing Laws of Vietnam.
18.4. The Company will be responsible for its own foreign exchange
requirements by utilizing various means permitted under the Laws and
regulations of Vietnam.
Article 125.
Article 19:
INSURANCE
All assets of the Company will be insured at an insurance company

established in Vietnam as determined by the BOM and will not be
nationalized, seized or transferred to any other form of ownership by
administrative measure
Article 126.
Article 20 : FISCAL YEAR
20.1. The fiscal year of the Company will begin from January 1 st of each
solar calendar year and end on December 31 st of the same year,
provided that the first fiscal year will begin on the Original Licensing
Date and end on December 31st of the same year and the last fiscal
year of the Company will end on the date of Duration termination
(including extended duration, if any) or on the date of earlier
dissolution of the Company
20.2. At the end of the fiscal year, the General Director of the Company
will prepare annual financial statements in Vietnamese and English
languages for the fiscal year. Such annual financial statements will be
examined and verified by an Independent Auditor as stated in the
provisions as Article 16 above and will, after approved by the BOM, be
submitted to the Investor, the Licensing Authority and the Ministry of
Finance of Vietnam within three (3) months after the end of the fiscal
year.
Article 21: FINANCIAL
PROFIT/LOSS
OBLIGATIONS
AND
DIVISION
OF
21.1. The Company will fulfill all financial obligations to the Government
of Vietnam in accordance with the provisions stipulated in the
Investment Certificate.
21.2. After payment of its corporate income tax and other financial
obligations, the Company will be entitled to deduct the remaining
profits to establish funds as decided by the BOM. The nature, scope,
source and principle of using each fund will be decided by the BOM
on the basis of accrued profits, in conformity with the Laws and
regulations of Vietnam.
21.3. In the case if the Company carries forward losses from previous
years, the profit of the current year will first be used to cover the losses
unless otherwise determined by the BOM in accordance to the
prevailing Laws of Vietnam. In the case of loss after paying taxes, the
losses of the Company will be carried forward to the following years
and deducted from taxable income of those following years provided
that the duration for such forwards will not exceed five (5) years or as
per the prevailing Laws of Vietnam.
21.4. The net profit of the Company will, after deducted as set out in the
Articles 21.2 and 21.3 above and subject to resolution of the BOM
about the distributions, be paid to the Investor in US Dollars or such
other freely convertible currency to which the Investor agrees.
21.5. Notwithstanding the foregoing, the Investor shall not be entitled to
withdraw the net profits in cases where the Company has not paid in
full its due debts and asset obligations.
Article 127.
Article 22: TAXATION

22.1. The Company will endeavor to apply for and obtain all preferential tax
treatment, reductions and exemptions as provided by the Law on
Investment, the Law on Enterprises and other relevant Laws of
Vietnam.
22.2. Subject to the preferential tax treatment, reductions and exemptions as
provided by the Laws of Vietnam and the Investment certificate, the
Company will be liable to pay the corporate income tax and perform
other financial obligations (if any) in accordance with by the Law on
Investment, the Law on Enterprises and other relevant Laws of
Vietnam.
22.3. The Vietnamese employees as well as the foreign employees will pay
their individual income tax in accordance with the applicable laws on
individual income tax of Vietnam.
22.4. In case there are some changes in the taxation rules which have more
favorable conditions for the Company and/or the Investors, then such
taxation rules will apply to the Company and/or the Investor.
Article 23: REPATRIATION OF PROFITS AND INCOME
23.1. The Investor will be permitted to transfer abroad in foreign currency as
follows.
(a) Their share of profits earned from the business operations of the
Company;
(b) The original amount of any foreign loan made by the Investor to
the Company together with interest thereon;
(c) The payments fro the provision of technology and services;
(d) The invested capital and reinvested capital;
(e) Any other sums of money and assets legally owned by the Investor.
All of the transfers mentioned in this Article 23.1. will be made only
after payment in full of all applicable taxes in accordance with the
Investment Certificate and the Laws of Vietnam.
23.2. All expatriates who are working in the Company will be permitted to
transfer abroad in foreign currency their wages and other lawful
incomes after deduction for income tax and other taxes have been
made.
Article 24: USE OF ASSETS OF THE COMPANY
24.1. The Company uses its assets in conformity with the stated objectives
of operation and function of assets.
24.2. The Company may sell, lease, donate, charge, mortgage, pledge or
otherwise dispose of or deal with any of its assets in accordance with
the BOMs direction and subject to its approval and in such manner as
the BOM may consider appropriate in accordance with relevant Laws
of Vietnam.
Article 25:
LABOUR
25.1. All employees of the Company are recruited and employed in

conformity with relevant Labour Laws of Vietnam.
25.2. Where high management and technical qualifications are required to
which the Vietnamese employees are unavailable, the Company may
recruit the foreign employees.
25.3. The relationship between employees and the Company will be
regulated by labour contracts directly signed between the General
Director of the Company and each employee, and by the Collective
Labour Agreement signed between the General Director of the
Company and the representative of the employees according to the
Laws of Vietnam.
25.4. The Company and all of its employees will comply with the rules and
regulations of Vietnam concerning social insurance, labour protection
and safe working conditions as well as labour contracts, the Collective
Labour Agreement and the provisions of this Charter. Any substantial
breach of the labour contacts, the Collective Labour Agreement and the
provisions of this Charter by any side will be sanctioned in accordance
with the Laws of Vietnam.
25.5. The General Director will seek for the approval from the BOM before
any employment of expatriates. The Company will pay wages and
other allowances directly to the employees in full in due course and at
the place of work of employees. All payments will be made in cash or
by bank account transfer. Expatriates working for the Company will be
paid salary in US dollars or any other tradable currencies as agreed in
the employment contracts between the expatriates and the Company.
Salary and allowances of Vietnamese working for the Company will be
directly paid in Vietnamese dong or transferred to their ATM accounts.
25.6. The Investor should determine wages for the Chairman, BOM
members, Management personnel and Inspectors of the Company in
accordance with internationally accepted practices and the business
activities of the Company.
Article 26: DISSOLUTION OF THE COMPANY
The Company may be dissolved in accordance with the regulations and
procedures set forth in the Investment Law upon the occurrence of any
of the following events.
26.1. Upon the expiry of its original duration or any extension thereof;
26.2. In case where the events of force majeure such as war, revolution,
earthquake, fire, explosion, flood, and other natural disasters, etc.
render the Company inoperable. In such case, the Company shall
immediately inform the Licensing Authority of all measures taken to
overcome the situation (albeit unsuccessful);
26.3. In case that the Licensing Authority issues a decision to withdraw the
Investment Certificate in consequence of a serious violation of the laws
of Vietnam and/or any provisions of the Investment Certificate.
26.4. The Company may be dissolved in accordance with the resolution of
the BOM if there are such difficulties, which make the normal
activities of the Company unable to be continued. This resolution of
the BOM will be subjected to the approval of the Licensing Authority
if required by the Laws of Vietnam.
26.5. The Company may be dissolved in accordance with the resolution of
the BOM if there are such changes of the Laws of Vietnam which
make the normal activities of the Company unable to be continued.
This resolution of the BOM will be subjected to the approval of the
Licensing Authority if required by the laws of Vietnam.
26.6. Following a declaration of bankruptcy by a competent Vietnamese
Court.
Article 27: LIQUIDATION OF THE COMPANY
27.1. The process for the liquidation of the Company shall be implemented
in accordance with the Laws of Vietnam at the time of dissolution and
liquidation:
27.2. The remaining assets of the Company after termination of operation
will be the property of the Investor. Such property will be re-exported
or sold by means of auction in the local market according to the
decision of the Investor.
Article 28: SETTLEMENT OF DISPUTES
28.1. All disputes between the Company and other individuals or
organizations will be first settled through amicable negotiations.
28.2. Failing such settlement, the dispute will be brought to arbitration or to
the courts.
Article 29: MISCELLANEOUS PROVISIONS

29.1. Implementation of the Charter
All other terms relating to the operation of the Company which are not
provided for in this Charter will be executed by the Company in
accordance with applicable provisions of the Law on Investment as
well as with appropriate provisions stipulated in the Investment
Certificate issued by the Licensing Authority.
In the event that (all) the articles of this Charter (if any) are not in
accordance with the regulations of the Laws of Vietnam, then it shall
be complied with the Laws of Vietnam.
29.2.
Report to the Licensing Authority:

All activities related to capital transfer, merger and dissolution of the
Company will be reported by the BOM to the Licensing Authority one
(1) month in advance, if required by the Laws of Vietnam. Only after
the approval by the Licensing Authority, the activities can be
performed.
29.3. Amendment:
Any amendment to, or modification of, or rectification of this Charter
will be made in writing signed by the Director of the Company subject
to prior approval from the BOM in both Vietnamese and English
versions, each of which will be equally authentic and become effective
after being considered and approved by the Licensing Authority, if
required by the Laws of Vietnam.
29.4. Governing Law:
This Charter will be governed and construed in accordance with the
Laws of Vietnam as amended from time to time. In the event that the
Laws of Vietnam do not provide fully or comprehensively for any
particular matter pertaining or relating to this Charter, the subject
matter will be governed by the international practices.
29.5. Severability:
If any one or more of the provisions contained in this Charter will be
declared invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or
impaired, and in such case the Company hereto obliges itself to reach
the intended purpose of the invalid provision by a new, valid and legal
stipulation.
29.6. Compliance with Law:
Nothing in this Charter will be constructed or implemented in such a
way so as to require the Investor or the Company to violate the laws of
any jurisdiction to which it is subject.
Article 30:
SIGNING
This Charter is executed in Da nang City, Vietnam on ....
This Charter is made into three (3) original versions in both English and
Vietnamese, having equal validity. The Investor and the Company will
respectively keep one (1) original version in both languages and the
remaining version will be used for application to the Licensing
Authority for the Investment Certificate.
In witness whereof, the Investor hereto has caused this Charter to be
made, and executed by its duly authorized representative on the date
set forth above.
For and on behalf of
..
__________________
..
President
III. PARTNERSHIP COMPANY CHARTER

HNG DN XY DNG
IU L CNG TY HP DANH
A/ NI DUNG IU L CNG TY THEO QUY NH LUT DOANH
NGHIP 2005:
Theo iu 22 Lut doanh nghip s 60/2005/QH11 ngy 29/11/2005, ni
dung iu l cng ty bao gm :
1. Tn, a ch tr s chnh, chi nhnh, vn phng i din.
2. Ngnh, ngh kinh doanh.
3. Vn iu l; cch thc tng v gim vn iu l.
4. H, tn, a ch, quc tch v cc c im c bn khc ca cc thnh
vin hp danh.
5. Phn vn gp v gi tr vn gp ca mi thnh vin.
6. Quyn v ngha v ca thnh vin.
7. C cu t chc qun l.
8. Th thc thng qua quyt nh ca cng ty; nguyn tc gii quyt tranh
chp ni b.
9. Cn c v phng php xc nh th lao, tin lng v thng cho
ngi qun l.
10. Nguyn tc phn chia li nhun sau thu v x l l trong kinh doanh.
11. Cc trng hp gii th, trnh t gii th v th tc thanh l ti sn
cng ty.
12. Th thc sa i, b sung iu l cng ty.
13. H, tn, ch k ca cc thnh vin hp danh.
14. Cc ni dung khc do cc thnh vin tho thun nhng khng c
tri vi quy nh ca php lut.
B/ CHI TIT IU L THAM KHO:
CNG HA X HI CH NGHA VIT NAM

c lp T do Hnh phc
________________________
IU L
CNG TY HP DANH
.
Chng ti, gm nhng thnh vin c tn nh sau:

STT
(1)
A
H v tn
(2)
Thnh vin
danh:
1
2
.
B
Thnh
vn:
1
..
vin
Ngy
Quc S, ngy, ni cp CMND Ni ng k h
thng
tch
hoc h chiu i vi c khu thng tr
nm sinh
nhn hoc Giy CN KKD i vi c nhn,
(i vi
i vi doanh nghip, hoc hoc a ch tr
thnh
Q thnh lp i vi t s chnh i vi
vin l c
chc
t chc
nhn)
S
Ngy, ni cp
(3)
(4)
(5)
(6)
(7)
hp
gp
cng ng v k tn chp thun di y thnh lp mt CNG TY HP DANH (di

y gi tt l Cng ty) hot ng tun theo Lut php Vit Nam v Bn iu l ny vi
cc chng, iu, khon sau y :
Chng I
IU KHON CHUNG
iu 1. Phm vi trch nhim
1. Thnh vin hp danh phi l c nhn, c trnh chuyn mn v uy tn

ngh nghip v phi chu trch nhim bng ton b ti sn ca mnh v
cc ngha v php l ca Cng ty;
2. Thnh vin gp vn ch chu trch nhim v cc khon n ca Cng ty
trong phm vi s vn gp vn vo Cng ty.
iu 2 . Tn doanh nghip
Tn
cng
ty
vit
bng
ting
Vit :.......................................................................................................
Tn
cng
ty
vit
bng
ting
nc
ngoi:............................................................................................... .
Tn
cng
ty
vit
tt:.....................................................................................................................
......
Doanh nghip tham chiu cc iu 31, 32, 33, v 34 Lut doanh nghip
iu 3. Tr s Cng ty
- Tr s chnh ca Cng ty t ti : s nh .., ng (xm, p):

.... phng (x, th trn) : ..., qun (huyn)
:.. TP H Ch Minh.
- Chi nhnh cng ty t ti : s nh .., ng (xm, p):
.... phng (x, th trn) : ,
qun (huyn) : .... tnh/thnh ph :
...
- Vn phng i din ca cng ty t ti : s nh ., ng (xm,
p):.. phng (x, th trn) : ....., qun
(huyn)
:
........
tnh/thnh
ph
:
..
Doanh nghip tham chiu iu 35 Lut doanh nghip

iu 4. Ngnh, ngh kinh doanh
Doanh nghip tham chiu theo iu 7 Lut doanh nghip v Danh mc ngnh ngh
kinh doanh dng trong ng k kinh doanh
iu 5. Thi hn hot ng
1. Thi gian hot ng ca Cng ty l nm k t ngy c c

quan ng k kinh doanh cp giy chng nhn ng k kinh doanh.
2. Cng ty c th chm dt hot ng trc thi hn hoc ko di thm thi gian hot
ng theo quyt nh ca hi ng thnh vin hoc theo quy nh ca php lut.
Doanh nghip tham chiu cc iu 150, 151, 152, 153, 154, 155 v 157 Lut doanh
nghip
iu 6. Ngi i din theo php lut
ng (b): Nam/n:
..
Sinh ngy.thng .nm; Dn tc:.; Quc tch:
Chng minh nhn dn (hoc h chiu) s: Ngy cp // Ni

cp: ..
Ni
ng
k
h
khu
thng
tr:
..
Ch
hin
ti:
Chc v: (l Gim c
hoc Tng Gim c hoc Ch tch Hi ng thnh vin ca Cng ty)
CHNG II
VN THNH VIN
iu 7 . S vn iu l
STT Tn thnh vin
gp vn
Tng
s
A1
2
..
B1
.
1
2
..
B1
.
Tin
VN
Vn gp
T l phn
Thi
vn gp ca im gp
Chia ra trong
vn
Ngoi t Vng Ti sn mi thnh
vin
khc
Thnh vin hp
danh:
.
Thnh vin gp
vn:
..
Tng s:
------STT Tn thnh vin
gp vn
Tng
s
A-
Tin
VN
Vn gp
T l phn
Thi
vn gp ca im gp
Chia ra trong
vn
Ngoi t Vng Ti sn mi thnh
vin
khc
Thnh vin hp
danh:
.
Thnh vin gp
vn:
..
Tng s:
-------
Doanh nghip tham chiu cc iu 131, 132 Lut doanh nghip
iu 8 . Quyn v ngha v ca thnh vin hp danh:
1. Thnh vin hp danh c cc quyn sau y:

a) Tham gia hp, tho lun v biu quyt v cc vn ca cng ty; mi
thnh vin hp danh c mt phiu biu quyt (hoc c s phiu biu quyt
l : .);
b) Nhn danh cng ty tin hnh cc hot ng kinh doanh cc ngnh, ngh
kinh doanh ng k; m phn v k kt hp ng, tho thun hoc
giao c vi nhng iu kin m thnh vin hp danh cho l c li
nht cho cng ty;
c) S dng con du, ti sn ca cng ty hot ng kinh doanh cc ngnh,
ngh kinh doanh ng k; nu ng trc tin ca mnh thc hin
cng vic kinh doanh ca cng ty th c quyn yu cu cng ty hon tr
li c s tin gc v li theo li sut th trng trn s tin gc ng
trc;
d) Yu cu cng ty b p thit hi t hot ng kinh doanh trong thm
quyn nu thit hi xy ra khng phi do sai st c nhn ca chnh
thnh vin ;
) Yu cu cng ty, thnh vin hp danh khc cung cp thng tin v tnh
hnh kinh doanh ca cng ty; kim tra ti sn, s k ton v cc ti liu
khc ca cng ty bt c khi no nu xt thy cn thit;
e) c chia li nhun tng ng vi t l vn gp.
g) Khi cng ty gii th hoc ph sn, c chia mt phn gi tr ti sn cn
li theo t l gp vn vo cng ty;
h) Trng hp thnh vin hp danh cht hoc b To n tuyn b l cht
th ngi tha k ca thnh vin c hng phn gi tr ti sn ti cng
ty sau khi tr i phn n thuc trch nhim ca thnh vin . Ngi
tha k c th tr thnh thnh vin hp danh nu c Hi ng thnh
vin chp thun;
i)
Cc
quyn
khc (nu
c
)
:
....
2. Thnh vin hp danh c cc ngha v sau y:
a) Tin hnh qun l v thc hin cng vic kinh doanh mt cch trung thc,
cn trng v tt nht bo m li ch hp php ti a cho cng ty v tt c
thnh vin;
b) Tin hnh qun l v hot ng kinh doanh ca cng ty theo ng quy
nh ca php lut, iu l cng ty v quyt nh ca Hi ng thnh
vin; nu lm tri quy nh ti im ny, gy thit hi cho cng ty th phi
chu trch nhim bi thng thit hi;
c) Khng c s dng ti sn ca cng ty t li hoc phc v li ch ca
t chc, c nhn khc;
d) Hon tr cho cng ty s tin, ti sn nhn v bi thng thit hi gy ra

i vi cng ty trong trng hp nhn danh cng ty, nhn danh c nhn
hoc nhn danh ngi khc nhn tin hoc ti sn khc t hot ng
kinh doanh cc ngnh, ngh ng k ca cng ty m khng em np
cho cng ty;
) Lin i chu trch nhim thanh ton ht s n cn li ca cng ty nu ti
sn ca cng ty khng trang tri s n ca cng ty;
e) Chu l tng ng vi phn vn gp vo cng ty hoc theo tho thun quy
nh ti iu l cng ty trong trng hp cng ty kinh doanh b l;
g) nh k hng thng bo co trung thc, chnh xc bng vn bn tnh hnh
v kt qu kinh doanh ca mnh vi cng ty; cung cp thng tin v tnh
hnh v kt qu kinh doanh ca mnh cho thnh vin c yu cu;
h)
Cc
ngha
v
khc (nu
c
)
:
..
iu 9 . Quyn v ngha v cu thnh vin gp vn
1. Thnh vin gp vn c cc quyn sau y:

a) Tham gia hp, tho lun v biu quyt ti Hi ng thnh vin v vic sa
i, b sung iu l cng ty, sa i, b sung cc quyn v ngha v ca
thnh vin gp vn, v t chc li v gii th cng ty v cc ni dung
khc ca iu l cng ty c lin quan trc tip n quyn v ngha v ca
h;
b) c chia li nhun hng nm tng ng vi t l vn gp trong vn
iu l cng ty;
c) c cung cp bo co ti chnh hng nm ca cng ty; c quyn yu cu
Ch tch Hi ng thnh vin, thnh vin hp danh cung cp y v
trung thc cc thng tin v tnh hnh v kt qu kinh doanh ca cng ty;
xem xt s k ton, s bin bn, hp ng, giao dch, h s v ti liu
khc ca cng ty;
d) Chuyn nhng phn vn gp ca mnh ti cng ty cho ngi khc;
) Nhn danh c nhn hoc nhn danh ngi khc tin hnh kinh doanh cc
ngnh, ngh ng k ca cng ty;
e) nh ot phn vn gp ca mnh bng cch tha k, tng cho, th
chp, cm c v cc hnh thc khc theo quy nh ca php lut v iu l
cng ty; trng hp cht hoc b To tuyn b l cht th ngi tha k
thay th thnh vin cht tr thnh thnh vin gp vn ca cng ty;
g) c chia mt phn gi tr ti sn cn li ca cng ty tng ng vi t l

vn gp trong vn iu l cng ty khi cng ty gii th hoc ph sn;
h)
Cc
quyn
khc (nu
c
)
:
2. Thnh vin gp vn c cc ngha v sau y:

a) Chu trch nhim v cc khon n v ngha v ti sn khc ca cng ty
trong phm vi s vn cam kt gp;
b) Khng c tham gia qun l cng ty, khng c tin hnh cng vic
kinh doanh nhn danh cng ty;
c) Tun th iu l, ni quy cng ty v quyt nh ca Hi ng thnh vin;
d)
Cc
ngha
v
khc (nu
c
)
:
...
CHNG III
T CHC HOT NG
iu 10 . C cu t chc :
C cu t chc ca Cng ty gm c:
Hi ng thnh vin;
Ch tch Hi ng thnh vin: ( H v tn )
Gim c (hoc Tng Gim c): (H v tn )
Cc chc danh qun l quan trng khc (nu c)
ieu 11 . Hi ng thnh vin
1. Tt c thnh vin hp li thnh Hi ng thnh vin. Hi ng thnh vin
bu mt thnh vin hp danh lm Ch tch Hi ng thnh vin.
2. Thnh vin hp danh c quyn yu cu triu tp hp Hi ng thnh vin
tho lun v quyt nh cng vic kinh doanh ca cng ty. Thnh vin yu cu
triu tp hp phi chun b ni dung, chng trnh v ti liu hp.
3. Hi ng thnh vin c quyn quyt nh tt c cng vic kinh doanh ca

cng ty. Quyt nh cc vn sau y phi c t nht ba phn t tng s
thnh vin hp danh chp thun:
a) Phng hng pht trin cng ty;
b) Sa i, b sung iu l cng ty;
c) Tip nhn thm thnh vin hp danh mi;
d) Chp nhn thnh vin hp danh rt khi cng ty hoc quyt nh khai tr
thnh vin;
) Quyt nh d n u t;
e) Quyt nh vic vay v huy ng vn di hnh thc khc, cho vay vi
gi tr bng hoc ln hn 50% vn iu l ca cng ty;
g) Quyt nh mua, bn ti sn c gi tr bng hoc ln hn vn iu l ca
cng ty;
h) Quyt nh thng qua bo co ti chnh hng nm, tng s li nhun c
chia v s li nhun chia cho tng thnh vin;
i) Quyt nh gii th cng ty.
4. Quyt nh v cc vn khc khng quy nh ti khon 3 iu ny c
thng qua nu c t nht hai phn ba tng s thnh vin hp danh chp
thun.
5. Quyn tham gia biu quyt ca thnh vin gp vn c thc hin theo quy
nh ca Lut doanh nghip v iu l ny.
ieu 12 . Triu tp hp Hi ng thnh vin

1. Ch tch Hi ng thnh vin c th triu tp hp Hi ng thnh vin khi
xt thy cn thit hoc theo yu cu ca thnh vin hp danh. Trng hp Ch
tch Hi ng thnh vin khng triu tp hp theo yu cu ca thnh vin hp
danh th thnh vin triu tp hp Hi ng thnh vin.
2. Thng bo mi hp c th bng giy mi, in thoi, fax, telex hoc cc
phng tin in t khc. Thng bo mi hp phi nu r mc ch, yu cu v
ni dung hp, chng trnh v a im hp, tn thnh vin yu cu triu tp
hp.
Cc ti liu tho lun c s dng quyt nh cc vn quy nh ti
khon 3 iu 135 ca Lut doanh nghip phi c gi trc n tt c thnh
vin; thi hn gi trc ngy.
3. Ch tch Hi ng thnh vin hoc thnh vin yu cu triu tp hp ch to

cuc hp. Cuc hp ca Hi ng thnh vin phi c ghi vo s bin bn ca
cng ty.
ieu 13 . iu hnh kinh doanh ca cng ty hp danh

1. Cc thnh vin hp danh c quyn i din theo php lut v t chc iu
hnh hot ng kinh doanh hng ngy ca cng ty. Mi hn ch i vi thnh
vin hp danh trong thc hin cng vic kinh doanh hng ngy ca cng ty ch
c hiu lc i vi bn th ba khi ngi c bit v hn ch .
2. Trong iu hnh hot ng kinh doanh ca cng ty, thnh vin hp danh
phn cng nhau m nhim cc chc danh qun l v kim sot cng ty.
Khi mt s hoc tt c thnh vin hp danh cng thc hin mt s cng
vic kinh doanh th quyt nh c thng qua theo nguyn tc a s.
Hot ng do thnh vin hp danh thc hin ngoi phm vi hot ng
kinh doanh cc ngnh, ngh kinh doanh ng k ca cng ty u khng
thuc trch nhim ca cng ty, tr trng hp hot ng c cc thnh
vin cn li chp thun.
3. Cng ty c th m mt hoc mt s ti khon ti ngn hng. Hi ng thnh
vin ch nh thnh vin c u quyn gi v rt tin t cc ti khon .
4. Ch tch Hi ng thnh vin, Gim c hoc Tng gim c c cc nhim
v sau y:
a) Qun l v iu hnh cng vic kinh doanh hng ngy ca cng ty vi t
cch l thnh vin hp danh;
b) Triu tp v t chc hp Hi ng thnh vin; k cc quyt nh hoc
ngh quyt ca ca Hi ng thnh vin;
c) Phn cng, phi hp cng vic kinh doanh gia cc thnh vin hp danh;
k cc quyt nh v quy ch, ni quy v cc cng vic t chc ni b
khc ca cng ty;
d) T chc sp xp, lu gi y v trung thc s k ton, ho n, chng
t v cc ti liu khc ca cng ty theo quy nh ca php lut;
) i din cho cng ty trong quan h vi c quan nh nc; i din cho

cng ty vi t cch l b n hoc nguyn n trong cc v kin, tranh
chp thng mi hoc cc tranh chp khc;
e)
Cc
nhim
v
khc (nu
c)
.
iu 14 . Tip nhn thnh vin
1. Cng ty c th tip nhn thm thnh vin hp danh hoc thnh vin gp vn;
vic tip nhn thnh vin mi ca cng ty phi c Hi ng thnh vin chp
thun.
2. Thnh vin hp danh hoc thnh vin gp vn phi np s vn cam kt
gp vo cng ty trong thi hn mi lm ngy k t ngy c chp thun.
3. Thnh vin hp danh mi phi cng lin i chu trch nhim bng ton b
ti sn ca mnh i vi cc khon n v ngha v ti sn khc ca cng ty.
iu 15 . Chm dt t cch thnh vin hp danh

1. T cch thnh vin hp danh chm dt trong cc trng hp sau y:
a) T nguyn rt vn khi cng ty;
b) Cht hoc b To n tuyn b l cht;
c) B To n tuyn b l mt tch, hn ch nng lc hnh vi dn s hoc mt
nng lc hnh vi dn s;
d) B khai tr khi cng ty;
)
Cc
trng
hp
khc (nu
c)
:
...
2. Thnh vin hp danh c quyn rt vn khi cng ty nu c Hi ng
thnh vin chp thun. Trong trng hp ny, thnh vin mun rt vn khi
cng ty phi thng bo bng vn bn yu cu rt vn chm nht su thng
trc ngy rt vn; ch c rt vn vo thi im kt thc nm ti chnh v
bo co ti chnh ca nm ti chnh c thng qua.
3. Thnh vin hp danh b khai tr khi cng ty trong cc trng hp sau y:

a) Khng c kh nng gp vn hoc khng gp vn nh cam kt sau khi
cng ty c yu cu ln th hai;
b) Vi phm quy nh ti iu 133 ca Lut Doanh nghiep;
c) Tin hnh cng vic kinh doanh khng trung thc, khng cn trng hoc
c hnh vi khng thch hp khc gy thit hi nghim trng n li ch
ca cng ty v cc thnh vin khc;
d) Khng thc hin ng cc ngha v ca thnh vin hp danh.
4. Trong trng hp chm dt t cch thnh vin ca thnh vin b hn ch
hoc b mt nng lc hnh vi dn s th phn vn gp ca thnh vin c
hon tr cng bng v tho ng.
5. Trong thi hn hai nm k t ngy chm dt t cch thnh vin hp danh
theo quy nh ti im a v im d khon 1 iu ny th ngi vn phi lin
i chu trch nhim bng ton b ti sn ca mnh i vi cc khon n ca
cng ty pht sinh trc ngy chm dt t cch thnh vin.
6. Sau khi chm dt t cch thnh vin, nu tn ca thnh vin b chm dt
c s dng lm thnh mt phn hoc ton b tn cng ty th ngi hoc
ngi tha k, ngi i din theo php lut ca h c quyn yu cu cng ty
chm dt vic s dng tn .
Chng IV
THNG K K TON TI CHNH PHN PHI LI NHUN
iu 16. Nm ti chnh
1. Nm ti chnh ca Cng ty bt u t ngy 1/1 dng lch v chm dt

vo ngy 31/12 hng nm.
2. Nm ti chnh u tin ca Cng ty s bt u t ngy c c quan
ng k kinh doanh cp giy chng nhn ng k kinh doanh n ngy 31/12
ca nm .
iu 17. S sch k ton v bo co ti chnh
1. S sch k ton ca Cng ty u m y v gi ng cc quy nh

hin hnh.
2. Cui mi nm ti chnh, Cng ty phi lp mt bn Bo co ti chnh
trnh cho cc thnh vin xem xt t nht l .......... ngy trc phin hp ton th
hng nm.
3. Trong thi hn 90 ngy, k t ngy kt thc nm ti chnh, Bo co ti
chnh hng nm ca Cng ty phi c gi n C quan Thu v C quan ng
k kinh doanh c thm quyn.
iu 18 . Phn phi li nhun, lp qu v nguyn tc chu l trong kinh doanh
Sau khi hon thnh ngha v np thu v cc ngha v ti chnh khc

theo quy nh ca php lut, thanh ton (hoc dnh phn thanh ton
) cc khon n v ngha v ti sn khc n hn phi tr, cng ty lp cc
loi qu sau:
Li nhun cn li sau khi lp cc qu, Cng ty phn b cho cc thnh vin

nh sau :
...
Nguyn tc chu l : (ty theo s tha thun ca cc thnh vin min khng
tri vi quy nh php lut):
..
Chng V
THNH LP, T CHC LI, GII TH
iu 19. Thnh lp
1. Cng ty c thnh lp sau khi Bn iu l ny c cc thnh vin

thng qua v c C quan ng k kinh doanh cp Giy chng nhn ng k
kinh doanh.
2. Mi ph tn lin h n vic thnh lp cng ty u c ghi vo mc chi
ph ca cng ty v c tnh hon gim vo chi ph ca nm ti chnh u tin
u tin.
iu 20. Chia, tch, hp nht, sp nhp, chuyn i cng ty
Cng ty thc hin vic chia, tch, hp nht, sp nhp hoc chuyn i Cng
ty theo quy nh ti iu 150, 151, 152, 153 v 154 ca Lut doanh nghip.
iu 21. Gii th v thanh l ti sn ca cng ty
1. Cng ty gii th trong cc trng hp sau :
a) Kt thc thi hn hot ng ghi trong iu l m khng c quyt nh gia
hn;
b) Theo quyt nh ca tt c thnh vin hp danh;
c) Cng ty khng cn s lng thnh vin ti thiu theo quy nh ca Lut
doanh nghip trong thi hn 6 thng lin tc;
d) B thu hi giy chng nhn ng k kinh doanh.
2. Cng ty ch c gii th khi thanh ton ht cc khon n v ngha v ti

sn khc. Th tc gii th thc hin theo iu 158 Lut doanh nghip.
Doanh nghip tham chiu iu 157 v iu 158 Lut doanh nghip
Chng VI
IU KHON CUI CNG

iu 22. Hiu lc ca iu l
iu l ny c hiu lc k t ngy c C quan ng k kinh doanh cp Giy chng
nhn ng k kinh doanh.
iu 23. Th thc sa i, b sung iu l cng ty

1. Nhng vn lin quan n hot ng ca Cng ty khng c nu trong Bn
iu l ny s do Lut doanh nghip v cc vn bn php lut lin quan khc iu chnh.
2. Trong trng hp iu l ny c iu khon tri lut php hoc dn n vic thi
hnh tri lut php, th iu khon khng c thi hnh v s c xem xt sa i
ngay trong k hp gn nht ca Hi ng thnh vin.
3. Khi mun b sung, sa i ni dung iu l ny, Hi ng thnh vin s hp
thng qua quyt nh ni dung thay i. Th thc hp, thng qua ni dung sa i theo
quy nh ti iu 11 v iu 12 ca Bn iu l ny.
iu 24. iu khon cui cng
Bn iu l ny c cc thnh vin xem xt tng chng tng iu v

cng k tn chp thun.
Bn iu l ny gm chng iu, c
lp thnh bn c gi tr nh nhau: 01 bn ng k ti c quan ng k
kinh doanh, ... bn lu tr ti tr s cng ty, bn cho mi thnh
vin.
Mi s sao chp, trch lc phi c k xc nhn ca cc thnh vin Hi
ng thnh vin.
TP.HCM, ngy.thngnm.
Ch k ca tt c cc thnh vin hp danh
Ngoi ra, cc thnh vin k tn trn tng trang ca Bn iu l chnh thc

c thng nht thng qua.
Bn iu l ny mang tnh tham kho doanh nghip c c s xy dng iu
l cng ty.

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Company Charter

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I.

DEFINITIONS AND INTERPRETATIONS..............................................4

DEFINITIONS AND INTERPRETATIONS

Enterprises that is controlled by persons specified in Item (a) to Item (h),

Individual or group of individuals those are capable of dominating

Individual who is authorized representative of those specified in Item (a)

Subsidiaries of the Company; and

Founding Shareholder means a Shareholder who initially executed this Charter to

Year means a calendar year.

Unless the context otherwise requires, references in the Charter to:

words (including words defined herein) denoting the singular

the expressions "include" or "including" shall be construed

the annexes form part of the Charter;

day shall mean a working day on which banks open to operate in

Article and Annex means an article and an annex of the

The names of the Company shall include:

Head Office, Branches and Representative Offices

The business activities of the Company shall include ___

Legal Representative of Company

[The Chairman]3 shall be the legal representative of the Company.

6.1 The Charter Capital of the Company shall be ___

Number and Value of Shares

The Charter Capital is divided into __

Share value: USD___.

Classes and Number of Shares of each Class of Shares

The Company shall have the following classes of Shares:

Ordinary Shares; and

Out of the total [15,000] Shares, there shall be:

Please provide the head office address of the Company.

9,0005 Ordinary Shares; and

The Ordinary Shares may not be converted into Preference Shares.

Rights attached to Shares

Cumulative Dividends for a Preference Shareholder

Preference Shareholders shall be entitled to receive cumulative dividends

Cumulative Dividends for Ordinary Shareholders

Ordinary Shareholders shall be entitled to receive cumulative dividends in

A Preference Shareholder shall be entitled to request the Company

In the event of any liquidation or winding up of the Company, a

Rights of Ordinary Shareholders

Without prejudice to any other provisions of this Charter, an Ordinary

to participate and discuss in all Shareholder Meeting and vote directly or

to receive dividends at the rate decided by the Shareholder Meeting;

to be given priority in subscribing for new Shares offered for sales in

to receive part of the remaining property in proportion to his Shares in the

to nominate Board Member and Supervisor. Each Ordinary Shareholder

to review and extract the Minute Book, resolutions of the Board of

to request the Board of Supervision to examine specific issue in relation to

To call for the Shareholder Meeting in any following cases:

The Board of Management seriously violates the rights of

The term of the Board of Management is expired more than 06

Such request must be made in writing enclosed with the documents,

Obligations of Ordinary Shareholders

Without prejudice to any other provisions of this Charter, an Ordinary

not be entitled to withdraw the paid-up capital made in form of Ordinary

comply with the Charter and internal rules of the Company;

amendment and/or repeal or alteration of the Company Charter;

v) filing of a petition for voluntary reorganization or suspension of payment

Ordinary Shares of Founding Shareholders

In case where a Founding Shareholder fails to make payment for his/her

paid up by the other Founding Shareholders in proportion to their

paid up by the other Founding Shareholders; and

paid up by other persons who are not Founding Shareholders. Those

Rights of Preference Shareholders

A Preference Shareholder shall have the same rights as those of an Ordinary