Model charter applicable to a securities shareholding company

Model charter applicable to a securities shareholding company in Vietnam in connection with the Decision 210/2012/TT-BTC of Vietnamese Ministry of Finance.

Model charter applicable to a securities shareholding company in Vietnam

A securities shareholding company in Vietnam must issue its charter in compliance with the provisions of the Model Charter but not limited to the content of the Model Charter

Model charter applicable to securities companies in Vietnam

TABLE OF CONTENTS
Legal Bases
CHAPTER I General Provisions
Article 1 Construction of terms
Article 2 Name, legal form, head office, organizational structure and duration of operation of the Company
Article 3 Legal representative
Article 4 Scope of business activities
Article 5 Charter capital
Article 6 Objectives of operation
Article 7 Principles for operation
Article 8 Rights of the Company
Article 9 Obligations of the Company
Article 10 Provisions on prohibitions and restrictions
CHARTER II Shares; Shareholders
SECTION 1 Shares
Article 11 Classes of shares
Article 12 Assignment of shares
Article 13 Redemption of shares
Article 14 Method of increasing or reducing the charter capital
SECTION 2 Founding Shareholders of the Company;
Rights and Obligations of Shareholders
Article 15 Information about the founding shareholders
Article 16 Rights of the shareholders of the Company
Article 17 Obligations of the shareholders
Article 18 Register of shareholders
Article 19 Share certificates
CHAPTER III Management and Administration of the Shareholding Company
Article 20 Structure of management and administration of the Company
Article 21 Authority of the General Meeting of Shareholders
Article 22 Authorized representatives
Article 23 Convening of meetings of the General Meeting of Shareholders
Article 24 Program and agenda of meeting of General Meeting of Shareholders
Article 25 Conditions for conducting meetings of the General Meeting of Shareholders
Article 26 Procedures for conducting meetings of the General Meeting of Shareholders
Article 27 Cumulative voting
Article 28 Passing of resolutions by the General Meeting of Shareholders
Article 29 Effectiveness of resolutions of the General Meeting of Shareholders
Article 30 Minutes of General Meeting of Shareholders
Article 31 Authority of the Board of Management
Article 32 Composition, term and number of members of the Board of Management
Article 33 Standards and conditions for acting as a member of the Board of Management
Article 34 Meetings of the Board of Management and minutes of the meeting
Article 35 Dismissal, removal and addition of members of the Board of Management
Article 36 Independent or non-executive members of the Board of Management (compulsory provision in respect of public securities companies)
Article 37 Chairman of the Board of Management
Article 38 Internal Audit Section and Risk Management Section of the Board of Management
Article 39 Composition, obligations and powers of the Executive Management Board
Article 40 Criteria and Conditions to be the Director (General Director)
Article 41 Removal and discharge of the Director (General Director)
Article 42 Internal control section and risk management section under the Executive Management Board)
Article 43 Duties and powers of the Inspection Committee
Article 44 Number of members and term of the Inspection Committee
Article 45 Method of operation and meetings of the Inspection Committee
Article 46 Criteria and conditions to be a member of the Inspection Committee
Article 47 Discharge and removal of members of the Inspection Committee
CHAPTER IV Dealing with Relations with Relevant Partners
Article 66 Potential disputes
Article 67 Method of dealing with or resolving disputes
Article 68 Transactions subject to approval
Article 69 Voting for implementation of contracts or transactions with related parties
Article 70 Reporting regime and disclosure of information
CHAPTER V Financial Management and Accounting
Article 71 Fiscal year
Article 72 Accounting system
Article 73 Auditing
Article 74 Principles for distribution of profit
Article 75 Dealing with losses in business
Article 76 Establishment of funds in accordance with regulations
CHAPTER VI Extension of the Duration of Operation, Reorganization, Dissolution and Bankruptcy of the Company
Article 77 Extension of the duration of operation
Article 78 Reorganization of the Company
Article 79 Dissolution and liquidation
Article 80 Bankruptcy
CHAPTER VII Procedures for Amendment of and Addition to the Charter
Article 81 Addition and amendment of the Charter
CHAPTER VIII Effective Date
Article 82 Effective date

Model charter applicable to a securities shareholding company in Vietnam

LEGAL BASES:

- Law on Enterprises 60-2005-QH11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 November 2005 and guidelines for implementation of the Law on Enterprises;
- Law on Securities 70-2006-QH11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and the Law on Amendment of and Addition to a Number of Articles of the Law on Securities passed by the National Assembly on 24 November 2010 and guidelines for implementation of the Law on Securities.

Model charter applicable to a securities shareholding company in Vietnam

CHAPTER I
General Provisions

Article 1 Construction of terms
1. Unless the articles or context of this Charter stipulate otherwise, the following terms shall be construed as follows:
(a) “Company” means the [full name of the company in Vietnamese] Securities Shareholding
Company or Limited Liability Company (LLC);
(b) “Charter capital” means the total value of face value of issued shares for which shareholders have paid in full and which is stated in the Charter of the Company;
(c) "Law on Securities" means the Law on Securities passed by the National Assembly of the
Socialist Republic of Vietnam on 29 June 2006 and the Law on Amendment of and Addition to a Number of Articles of the Law on Securities passed by the National Assembly on 24
November 2010;
(d) “Law on Enterprises” means the Law on Enterprises passed by the National Assembly of the Socialist Republic of Vietnam on 29 November 2005;
(e) “Article” means an article of this Charter;
(f) “Date of establishment” means the date of issuance of the License for Establishment and
Operation of the Company;
(g) “Law” means all legal instruments stipulated in article 1 of the Law on Promulgation of Legal Instruments issued by the National Assembly of the Socialist Republic of Vietnam on 3 June 2008;
(h) “Manager of the Company” means a member, a member of the Board of Management or of the Executive Management Board and ……(other managerial positions to be stipulated by the Company);
(i) “Related person” means an individual or organization with interactive relations in accordance with the Law on Securities and the Law on Enterprises;
(j) "Major shareholder" means a shareholder owning, directly or indirectly, five (5) per cent or more of the number of voting shares of the Company;
(k) “Vietnam” means the Socialist Republic of Vietnam.
(l) “SSC” means the State Securities Commission.
2. In this Charter, a reference to any article or document shall include amendments or replacements of such article or document.
3. The headings (of chapters or articles of the Charter) are inserted for reference only and do not affect the meaning or content of the Charter.
4. Words or terms defined in the Law on Enterprises or the Law on Securities shall have the same meaning in this Charter if they do not conflict with the subject or context.

Article 2 Name, legal form, head office, organizational structure and duration of operation of the Company
1. Name of the Company:
(a) Full name in Vietnamese:
(b) English name:
(c) Transaction name:
(d) Abbreviated name:
2. Legal form of the Company:
Shareholding company which is issued with a licence for establishment and operation in accordance with the Law on Securities, and which is a legal entity in accordance with the applicable laws of Vietnam.
3. Head office of the Company:
(a) Address of the head office: (specify the number, street, ward, district, city, province)
(b) Telephone: Facsimile:
(c) Website: (if any)
4. Organizational structure:
(a) The Company may establish or close down branches, transaction offices and representative offices to realize the operational objectives of the Company in compliance with the resolution of the owner, the Board of Management after obtaining written approval of the SSC.
(b) Branches, transaction offices and representative offices are subsidiaries of the Company and the Company is solely responsible for operation of its branches, transaction offices and
representative offices;
(c) The Company may only conduct securities business operation and provide securities services at the localities in which the head office, the branches and the transaction offices are located as approved by the SSC.
(d) The name of a branch, transaction office or representative office must bear the name of securities company accompanied by the following words: branch, transaction office or representative office and its own name for identification.
5. Duration of operation:
Unless the operation is terminated prior to the expiry of the duration or unless the duration of
operation is extended in accordance with this Charter, the duration of operation of the Company shall start on the date of establishment and shall continue for [indefinite]/[…..] years.

Article 3 Legal representative
1. The chairman of the Board of Management or the Director (General Director) shall be the legal representative of the Company (the Company is permitted to select only one of the aforesaid persons to act as the legal representative);
2. Authorisation by the legal representative:
(a) The legal representative of the Company as stipulated in this Charter must permanently reside in Vietnam; if he or she is absent from Vietnam for more than thirty (30) days then he or she must provide a power of attorney to another person in accordance with law to exercise the rights and perform the obligations of the legal representative of the Company;
(b) Where the legal representative fails to return Vietnam upon expiry of the duration of authorisation nor authorises otherwise, the attorney (as stipulated in paragraph (a) of this clause) will continue to exercise the rights and to perform the duties of the legal representative within the scope of authorization until the legal representative of the Company is back to work in the Company or until the Board of Management makes a decision appointing another person to the position of the legal representative;
(c) Where the legal representative of the Company is absent in Vietnam fore more than thirty (30) days without authorisation to another person to exercise the rights and to perform the duties of the legal representative of the Company, the Board of Management will appoint another person to the position of the legal representative of the Company.
3. Optional clause: In the case of the Director (General Director) acting as the legal representative of the Company: if the Director (General Director) is held in custody or put in temporary detention, flees his residence or loses his or her capacity for civil acts or has restricted capacity for civil acts or is deprived of his practising rights by a court or if the Company has not yet appointed a new director (general director) upon removal [of the previous director (general director)], the chairman of the Board of Management shall automatically act as the legal representative of the Company until the Board of Management appoints another person to the aforesaid position (or similarly applicable to the case of the  chairman of the Board of Management acting as the legal representative of the Company).

Article 4 Scope of business activities
1. Professional business activities of the Company shall comprise (one, a number, or all of the following
professional business activities):
(a) Securities brokerage;
(b) Securities self-trading;
(c) Underwriting issues of securities; and
(d) Securities investment consultancy
2. In addition to the securities business activities set out in clause 1 of this article, the Company shall be permitted to provide securities depository services, financial consultancy [services], [services] of managing securities trading accounts in trust by investors and other financial services in accordance with the regulations of the Ministry of Finance.
3. The Company may supplement or withdraw any or some of the professional business activities set out in clause 1 of this Article after obtaining an approval of the SSC.

Article 5 Charter capital
On the date of approval of this Charter, the charter capital of the Company is VND [number] (in words:…………).

Article 6 Objectives of operation
1. The objectives of the Company are …………
2. If an approval of the competent State body for any of such objectives is required, the Company shall
carry out such objective only after obtaining such approval.

Article 7 Principles for operation
1. To comply with the law on securities and securities market and relevant laws.
2. To be honest and impartial in carrying out business activities.
3. To issue professional rules, internal control rules, risk management rules and codes of professional conducts appropriate for the professional business activities of the Company.
4. To ensure the human resources, capital and other material facilities necessary to carry out the securities business activities and to comply with law.
5. To maintain separation of the working office, personnel, data and reporting systems among
professional sections in order to avoid any conflict of interest between the Company with its client/s or as between clients. The Company must provide advance notice to a client of conflicts of interest which may arise between the Company, securities practitioners and the client.
6. To arrange securities practitioners appropriate for their professional business activities. A securities practitioner conducting securities self-trading must not concurrently conduct securities brokerage.
7. When giving a price forecast or a recommendation on trading in relation to a specific type of securities on the media, the basis for analyses and the information source must be specified.
8. Other principles to be stipulated by the Company in compliance with the applicable laws.

Article 8 Rights of the Company
[The Company shall have the following rights]
1. To have all rights as stipulated by the Law on Enterprises if they are not contrary to the provisions of the Law on Securities.
2. To provide services in relation to securities and financial services within the scope permitted by law.
3. To collect fees and charges in compliance with the regulations of the Ministry of Finance.
4. To give priority to employing local labour, to protect the rights and interests of employees in accordance with the Labour Code and to respect the right to organize trade unions in accordance with law.
5. Other rights to be stipulated by the Company in compliance with the applicable laws.

Article 9 Obligations of the Company
1. General principles:
(a) To fully perform the obligations as stipulated by the Law on Enterprises;
(b) To establish a system of internal control, risk management, and supervision and prevention of conflicts of interest within the Company and in transactions with related persons;
(c) To comply with the principles for corporate administration in accordance with law and the
Charter of the Company;
(d) To comply with the provisions on financial prudent ratios in accordance with regulations of the Ministry of Finance;
(e) To purchase professional indemnity insurance to cover the securities business activities of the Company or to establish a fund for protection of investors in order to pay compensation to
investors as the result of technical breakdowns or mistakes by the staff;
(f) To retain complete vouchers and accounts reflecting in detail and accurately all transactions of clients and of the Company;
(g) To conduct the sale of, or to permit the client to sell securities which are un-owned and to lend a clients securities to sell in accordance with regulations of the Ministry of Finance;
(h) To comply with the regulations of the Ministry of Finance on securities business activities;
(i) To implement the regimes on accounting, auditing, statistics and financial obligations in
accordance with the relevant laws;
(j) To disclose information, reports and archives in accordance with the Law on Enterprises, the Law on Securities and guidelines for their implementation;
(k) To make contributions to the Settlement Assistance Fund in accordance with the Regulations on securities registration, depository, clearance and payment;
(l) Other principles to be stipulated by the Company in compliance with the applicable laws.
2. Obligations to shareholders:
(a) To clearly fix responsibilities between the General Meeting of Shareholders and the Board of Management, the chairman of the Board of Management, or the Inspection Committee for management in compliance with law;
(b) To establish a communication system with shareholders to ensure provision of complete information and equal treatment among shareholders aimed at maintaining the lawful rights and interests of the shareholders;
(c) Not conduct the following practices:
- To give an undertaking about income or profit for shareholders (except for shareholders holding preferential shares with a fixed dividend);
- To illegally hold any benefit or income derived from shares or capital contribution portions
of shareholders;
- To finance or provide guarantees, directly or indirectly, to shareholders; to provide loans in any form to major shareholders, the members of the Inspection Committee, the members of the Board of Management, the members of the Executive Management Board, the Chief Accountant and other managerial positions appointed by the Board of Management and related persons of the aforesaid persons;
- To create income for shareholders by way of redeeming shares or capital contribution portions from such shareholders in any form which is not consistent with law;
- To violate the rights of shareholders such as ownership, options, the right to impartial trading or right to be provided with information and other lawful rights and interests;
(d) Other obligations to be stipulated by the Company in compliance with the applicable laws.
3. Obligations to clients:
(a) To maintain the trust given by clients and not violate the assets, rights and other lawful interests of clients;
(b) To separately manage money and securities of each client, to manage separately money and securities of clients from those of the Company. All transactions in cash of clients must be conducted by the Company via a bank. Not misuse assets of clients managed by the Company in trust and money of clients for payment for transactions or securities of clients deposited in the Company.
(c) To sign a written contract with a client when providing services to that client; to provide complete and truthful information to clients when conducting the services provided by it;
(d) To only provide an advice appropriate for a client on the basis of efforts to collect the following information about the client: the financial condition, investment objectives, risk-bearing ability and profit expectation of the client and update information in accordance with law. To ensure that investment recommendations and advice given by the Company to clients is appropriate for such clients;
(e) To be responsible for the reliability of information disclosed to clients. To ensure that clients makes an investment decision on the basis of complete information provided, including the content and risks of provided products or services. All fraudulent practices and disclosure of untruthful information shall be strictly prohibited;
(f) To be careful and not create any conflict of interest with clients. Where [a such conflict of
interest] is unavoidable, the Company must notify in advance the client and take necessary measures to ensure impartial treatment of the client;
(g) To give priority to implementing orders of clients prior to orders of the Company;
(h) To establish a specialized section which is responsible to communicate with clients and resolve queries and complaints of clients;
(i) To perform its obligations to clients in the best way;
(j) To maintain confidentiality of information of clients:
- The Company shall be responsible to maintain confidentiality of information relating to the ownership of securities and money of clients and to refuse any investigation, blockage, retention or transfer of assets of a client without the consent of such client.
- The provision in the above paragraph shall not apply in the following circumstances:
+ An auditor audits the financial statements of the Company;
+ Information is provided upon request of the competent State body.
(k) Other obligations to be stipulated by the Company in compliance with the applicable laws.
Article 10 Provisions on prohibitions and restrictions
1. Provisions applicable to the Company:
(a) Not provide statements to or not guarantee clients about the level of income or profits obtainable from investments of the clients, and not guarantee that clients will not suffer losses, except in the case of investment in securities with a fixed revenue;
(b) Not agree or offer a specific rate of interest nor share profit or losses with a client in order to entice clients to participate in trading;
(c) Not directly or indirectly set up fixed locations outside the transaction locations approved by the SSC in order to enter into contracts with clients, to receive and implement securities trading orders or to make payment for securities trading to clients;
(d) Not receive orders from, or make payment for trading to, a person who is not the accountholder without the written authorisation of the account-holder;
(e) Not use the name or account of a client to register or conduct securities transactions;
(f) Not appropriate securities or money nor temporarily retain securities of clients by the way of depository in the name of the Company;
(g) Not disclose information about clients except with the client”s consent or upon request of the competent State administrative body;
(h) Not take any acts which will result in misunderstanding by clients and investors about prices of securities;
(i) Contracts for opening of a securities trading account must not contain any agreement aimed at evading the legal obligations of the Company; or limiting the scope of compensation payable by the Company or passing risk from the securities company to the client; or obliging the client to discharge an obligation to pay compensation on an unfair basis;
(j) Other prohibitions and restrictions to be stipulated by the Company in compliance with the
applicable laws.
2. Provisions applicable to securities practitioners:
(a) Not work concurrently for another organization with an ownership relationship with the Company;
(b) Not work concurrently for another securities company or fund management company;
(c) Not act concurrently as the director (general director) of an organization making a public offer of securities or for a listed organization;
(d) Only open a securities trading account for themselves at the Company. This provision shall not apply in the case where the Company is not a member of a Stock Exchange;
(e) When conducting trading activities in accounts of clients, the securities practitioners shall act as a representative of the Company and act in the capacity of the Company. Not use money or securities in the account of a client without written authorisation of the Company in
accordance with the written authorisation from such client to the Company;
(f) Other prohibitions and restrictions to be stipulated by the Company in compliance with the
applicable laws.
3. Provisions applicable to members of the Board of Management, the Head of the Inspection Committee and members of the Executive Management Board:
(a) A member of the Board of Management of the Company must not act concurrently as a member of the board of management or the director (general director) of another securities company;
(b) The head of the Inspection Committee must not act concurrently as a member of the inspection committee of or a manager of another securities company;
(c) The Director (General Director) or deputy directors (deputy general directors) must not work concurrently for another securities company, fund management company or enterprise. The Director (General Director) must not act as a member of the board of management or of the members” council of another securities company;
(d) Other prohibitions to be stipulated by the Company in compliance with the applicable laws.

(Model charter applicable to a securities shareholding company in Vietnam)

CHARTER II
Shares; Shareholders
SECTION 1
Shares

Article 11 Classes of shares
1. The total charter capital of the Company shall be divided into …..portions called shares. The face value of each share shall be … VND per share.
2. Classes of shares of the Company:
(a) Ordinary shares: ……shares;
(b) Voting preference shares:….. shares;
(c) Dividend preference shares: ….shares;
(d) Redeemable preference shares: ….. shares.
3. Ordinary shares may not be converted into preference shares. Preference shares may be converted into ordinary shares pursuant to a resolution of the General Meeting of Shareholders. The method and ratios of conversion shall be approved by the General Meeting of Shareholders within the framework of law.
4. Characteristics of each class of shares:
(a) Ordinary shares: each ordinary share carries one vote. Owners of ordinary shares shall be
ordinary shareholders. A person holding an ordinary share shall have the right to participate
in the process of making decisions of the Company by way of voting at meetings of the
General Meeting of Shareholders;
(b) Voting preference shares: each voting preference shares carries ….votes. Only organizations authorized by the Government and founding shareholders may hold voting preference shares.
A shareholder owning a voting preference share may not transfer such share to another person. The voting preference right of founding shareholders shall be valid for three years only from the date of establishment [of the Company]. After such period, voting preference shares of founding shareholders shall be converted into ordinary shares;
(c) Dividend preference shares: [the shareholder owning] a dividend preference share is paid
dividends at a rate higher by …% than that paid for an ordinary share or at an annual fixed rate. Annually paid dividends shall include fixed dividends and bonus dividends. Fixed dividends shall not depend on the outcome of the business of the Company. The specific rate of fixed dividends and method for determination of bonus dividends shall be stipulated in dividend preference share certificates;
(d) Redeemable preference shares: a redeemable preference share is a share the contributed
capital of which is redeemable by the Company at any time at the demand of its owner or in
accordance with the conditions stipulated in the redeemable preference share certificate. The
General Meeting of Shareholders shall decide on the price for redemption which must not be
higher than the market price and lower by …% than the book value in the [financial]
statements for the most recent quarter from the time of redemption.

Article 12 Assignment of shares
Any assignment of shares or capital contribution portions for a shareholder to hold ten (10) percent or more of the paid-up charter capital of the Company must be approved by the SSC, unless the shares of the Company have been listed and registered for trading at a Stock Exchange and assignments under the decision of a court.

Article 13 Redemption of shares
1. The Company may only redeem shares upon satisfaction of all conditions and ratio of redemption set out by law.
2. Cases of redemption of shares:
(a) Redemption at the request of shareholder:
- A shareholder shall have right to demand the Company to redeem its shares if such shareholder votes against a resolution of the General Meeting of Shareholders on the reorganization of the Company or on the change of rights and obligations of shareholders stipulated in the Charter of the Company. The demand for redemption of shares must be made in writing and sent to the Company within a time-limit of…. business days from the date on which the General Meeting of Shareholders passes the resolution on the aforesaid issues.
(b) Redemption as decided by the Company:
The Company may redeem issued shares (including redeemable preference shares) to use as treasury shares. The ratio, method and procedures for purchase of [shares to use as] treasury shares shall be subject to the laws on securities and securities market.

Article 14 Method of increasing or reducing the charter capital
1. After officially commencing its operation, the Company may increase or reduce the charter capital under a decision of the General Meeting of Shareholders if it satisfies the requirements of the applicable laws.
2. Method of increasing the charter capital of the Company:
- Issuing new shares to raise additional capital in accordance with law;
- Converting convertible bonds into shares;
- Issuing share certificates for payment of dividends or bonus share certificates.
3. A decrease of the charter capital of the Company shall be decided by the General Meeting of Shareholders, but it must satisfy conditions on legal capital stipulated by the applicable regulations after the decrease of capital.

SECTION 2
Founding Shareholders of the Company;
Rights and Obligations of Shareholders

Article 15 Information about the founding shareholders
(a) Founding shareholders being shareholders purchasing shares and participating in preparation, approval and signing of the initial Charter of the Company.
(b) Basic information about the founding shareholders:
- Name:
- Address of the permanent residence:
- Nationality:
- Number of the licence for establishment or of the business registration certificate (in the
case of a legal entity), [number of] the people”s identity card (in the case of an
individual): …..issued on…. at….. .
- Number of shares and value of shares calculated on the basis of the face value, percentage of shares, classes of shares, total shares of each class which each founding shareholder is entitled to offer for sale.
(c) The founding shareholders must jointly hold shares accounting for …..% of the charter capital. The founding shareholders being banks, insurers or foreign institutions as stipulated by law must maintain their shareholding percentage being at least …% of the charter capital within three (3) years from the date of establishment.

Article 16 Rights of the shareholders of the Company
(a) Rights of ordinary shareholders: Owners of ordinary shares shall be ordinary shareholders. Ordinary shareholders shall have the following rights:
(i) Right to vote:
- A shareholder may participate in the process of making decisions of the Company by way of exercising the right to vote at meetings of the General Meeting of Shareholders.
- The right to vote may be exercised directly or through an authorized representative.
An authorized representative shall be permitted to act on behalf of the shareholder in making decisions in the meetings of the General Meeting of Shareholders. The Company shall not be permitted to prevent any shareholder from attending a meeting of the General Meeting of Shareholders and, at the same time, must facilitate the shareholder in authorising his or her representative to attend a meeting of the General Meeting of Shareholders at his or her request. All individuals may act as a representative, so long as they are duly authorized and are not subject to a restriction stipulated by law. The authorization for a representative to attend a meeting of the General Meeting of Shareholders must be made in writing on the form stipulated by the Company and is not required to be notarized.
- Optional clause: the Company may widely use information technology for voting, including remote voting2 via a secured electronic system or voting via the internet or by telephone to facilitate shareholders in attending meetings of the General Meeting of Shareholders.
(2 footnote: The literal translation is "voting in the absence".)
- [The owner of] an ordinary share shall not have the right to vote in the following cases:
+ Failure to pay in full for the shares;
+ Treasury shares;
+ Approval of transactions with related parties: where an ordinary share is owned by a shareholder being a related person of the Company, such shareholder shall not have the right to vote for transactions of the Company with the related party in which such shareholder is a party having, directly or indirectly, benefits;
+ Optional clause: a share which is acquired due to a breach of the provisions on purchase of share certificates in transactions for acquiring control or a breach of the provisions on compulsory public offer for purchase;
+ Optional clause: shares held by subsidiary companies: when a subsidiary company holds, directly or indirectly, shares in the parent company;
+ Optional clause: when the General Meeting of Shareholders makes a decision on issues such as cancellation or reduction of obligations of a shareholder to the Company; or commencement or cancellation of a lawsuit against a shareholder, the related shareholder shall not have the right to vote on such issues.
- Optional clause: any change to the right to vote must be approved by votes of shareholders owning the class of shares which are adversely affected by such change.
(ii) Right to demand cancellation of resolutions of the General Meeting of Shareholders:
- Where a resolution of the General Meeting of Shareholders breaches the law or the basic interests of shareholders, a shareholder shall have the right to request the Company not to implement such resolution in accordance with the order and procedures stipulated by the law.
- Within ninety (90) days from the date of receipt of the minutes of a meeting of the General Meeting of Shareholders or the minutes of the results of vote-counting by way of written opinions from the General Meeting of Shareholders, the shareholders have the right to request a court or an arbitrator to consider and cancel a resolution of the General Meeting of Shareholders in the following cases:
+ The order and procedures for convening the meeting of the General Meeting of Shareholders did not comply with the law and the charter of the Company.
+ The order and procedures for issuing the resolution and the content of the resolution breaches the law or the charter of the Company.
(iii) Right to receive information about the Company and right to sight and look up the list of shareholders; or request the Inspection Committee to inspect each specific issue relating to the management and administration of the operation of the Company:
- All shareholders of the Company shall have the right to sight, look up and make an extract of information in the list of shareholders with voting rights and to request amendment of incorrect information; to sight, look up and make an extract or copy of the Charter of the Company, the book of minutes of meetings of the General Meeting of Shareholders and resolutions of the General Meeting of Shareholders.
- Only groups of shareholders holding ten (10) per cent or more (or a smaller percentage stipulated by the Company) of the total ordinary shares have the right to sight and make an extract of the book of minutes and resolutions of the Board of Management, mid-year and annual financial statements and reports of the Inspection Committee and request the Inspection Committee to inspect each specific issue relating to the management and administration of the operation of the Company where it is considered necessary.
- Where shares of the Company are listed on the Stock Exchange, shareholders shall be entitled to be fully informed by way of periodical and extraordinary information on the operation of the Company in accordance with the regulations on administration applicable to listed companies.
- Optional clause: shareholders must comply with the following internal regulations of the Company on procedures for provision of information and documents: the Company shall provide documents to shareholders for inspection at the head office within ….. working days, from the date of receipt of the request of the shareholder. The shareholder must pay a fee to the Company for a copy of documents.
(iv) Right to freely transfer shares:
Except for the cases in which the assignment is restricted in accordance with the Law on Enterprises, the Law on Securities, the Charter of the Company or a resolution of the General Meeting of Shareholder, an ordinary shareholder shall have the right to freely assign its shares at any time at any price without the approval from the administrative body, the Company or other shareholders.
(v) Pre-emption in subscribing for securities:
- A shareholder shall have the pre-emptive right in subscribing for new shares offered for sale or convertible securities before the Company offers those for sale to third parties. The pre-emptive right is in proportion to the number of ordinary shares currently held by such shareholder, unless otherwise decided by the General Meeting of Shareholders.
- A shareholder shall be entitled to transfer its pre-emptive right in subscribing for securities to another person or may exercise all or part of its pre-emptive right in subscribing for securities
(vi) Right to demand the Company redeem shares:
- A shareholder shall have the right to demand the Company redeem all or part of its shares if such shareholder votes against, or refuses to vote for, a resolution of the General Meeting of Shareholders on the following matters: a change to the rights and obligations of shareholders stipulated in the Charter of the Company or the reorganization of the Company.
- The demand for redemption of shares must be made in writing and specify the name and address of the shareholder, the number of shares of each class, the intended selling price, and the reason for demanding redemption by the Company. Such demand must be sent to the Company within ten (10) working days from the date on which the General Meeting of Shareholders passed the resolution on an aforesaid matter.
- The Board of Management shall determine a price for redemption in accordance with the Law on Enterprises. Where there is disagreement relating to the price, such shareholder may sell shares to other persons or the parties may request valuation by a professional valuation organization. The Company shall recommend at least three (3) professional valuation organizations for the shareholder to select from. The decision of such valuation organization shall be the final decision.
- The time-limit for redemption of shares shall be subject to the Law on Enterprises.
(vii) Right to receive assets upon liquidation of the Company:
- Upon dissolution or bankruptcy of the Company, a shareholder shall have the right to receive a part of the remaining assets in proportion to the number of shares held in3 the Company after the Company has made in full payment to creditors.
- The order of payment for debts and distribution of the remaining assets to shareholders shall be conducted in accordance with the law.
(viii) Right to take a legal action on behalf of the Company:
- A shareholder shall have the right to request a court to cancel a resolution of the General Meeting of Shareholders if such resolution is contrary to the applicable laws.
- A shareholder or group of shareholders holding one per cent (1%) or more of the total ordinary shares for a consecutive period of six months or more shall have the right to request the Inspection Committee to take a legal action against a member of the Board of Management or the Director (General Director) for civil liability in the following circumstances:
+ Such member of the Board of Management or the Director (General Director) fails to perform correctly his or her delegated rights and duties; fails to implement or implement fully in a timely manner a resolution of the Board of Management; or performs his or her delegated rights and duties contrary to law, the Charter of the Company or the resolution of the General
Meeting of Shareholders;
+ Such member of the Board of Management or the Director (General Director) uses information, knowhow or business opportunity of the Company or abuses his or her status or position and assets of the Company for the personal benefit of himself or other organizations or individuals;
(3 footnote: The literal translation is "contributed as capital to".)
+ Other circumstances to be stipulated by the Company in compliance with  the applicable laws.
- Where the Inspection Committee fails to take a legal action upon request, the shareholder or the group of shareholders requesting a legal action shall have the right to directly take a legal action against the member of the Board of Management or the Director (General Director). The order and procedures for initiation of a legal action shall be conducted in accordance with the laws on civil proceedings.
(ix) Right to receive dividends:
The dividend rate and method for payment of dividends to shareholders shall be determined by the General Meeting of Shareholders but the dividend rate shall not be higher than the rate recommended by the Board of Management.
(x) Right to convene a meeting of the General Meeting of Shareholders:
A shareholder or a group of shareholders holding five (5) per cent or more of the total ordinary shares for a consecutive period of six months or more (or another percentage or period of holding [shares] to be stipulated by the Company) shall have the right to convene a meeting of the General Meeting of Shareholders in the following circumstances:
- The Board of Management commits a serious breach of the rights of the shareholders or obligations of a manager or makes a decision which falls outside its delegated authority.
- The term of the Board of Management has been expired for more than six months and a new Board of Management has not been elected to replace it.
- Other cases to be stipulated by the Company in compliance with the applicable laws.
(xi) Right to nominate candidates to the Board of Management and the Inspection Committee:
A shareholder or a group of shareholders shall have the right to nominate candidates to the Board of Management and the Inspection Committee in accordance with article 27 of this Charter.
(xii) Other rights to be stipulated by the Company in compliance with the applicable laws.
(b) Rights of voting preference shareholders:
- To vote on matters which fall within the authority of the General Meeting of Shareholders with the number of votes in accordance with article 11.4(b) of this Charter;
- Other rights as ordinary shareholders, except for the right to assign voting preference shares to another person.
(c) Rights of dividend preference shareholders:
- To receive dividends in accordance with article 11.4(c) of this Charter;
- Upon dissolution or bankruptcy of the Company, to receive a part of the remaining assets in proportion to the number of shares contributed to the Company after the Company has paid in full its debts and redeemable preference shares;
- Other rights as ordinary shareholders, except for the right to vote, the right to attend the General Meetings of Shareholders and the right to nominate candidates to the Board of Management and the Inspection Committee.
(d) Rights of redeemable preference shareholders:
- Their contributed capital is redeemable by the Company in accordance with article 11.4(d) of this Charter.
- Upon dissolution or bankruptcy of the Company, to receive a part of the remaining assets in proportion to the number of shares contributed to the Company after the Company has paid in full its debts.
- Other rights as ordinary shareholders, except for the right to vote, the right to attend General Meetings of Shareholders or the right to nominate candidates to the Board of Management and the Inspection Committee.

Article 17 Obligations of the shareholders
(a) To pay in full and on time for the shares registered for subscription and to be liable for debts and other property obligations of the Company within the amount of capital contributed to the Company. Not to withdraw in any way the capital contributed from the Company, except where shares are redeemed by the Company or purchased by other persons. Where a shareholder withdraws all or part of the capital contributed not in accordance with this clause, the members of the Board of Management and the legal representative of the Company must be jointly liable for debts and other property obligations of the Company up to the value of the shares withdrawn.
(b) To comply with the Charter of the Company and regulations on internal management of the Company;
(c) To observe resolutions of the General Meeting of Shareholders;
(d) Where a shareholder owns ten (10) per cent or more of the charter capital of the Company, such shareholder and its related persons must not own more than five (5) per cent of the number of shares in or capital contribution portions in another securities company; and must not take advantage of its position to cause loss and damage to the rights and interests of the Company and other shareholders;
(e) Other obligations:
- To provide the exact address upon subscription for shares and to perform other obligations in accordance with the applicable laws;
- Major shareholders must notify fully in a timely manner the Company and perform the obligation to disclose information in accordance with the laws on securities;
- Other obligations to be stipulated by the Company in compliance with the applicable laws.

Article 18 Register of shareholders
1. The Company must establish and maintain a register of shareholders from the date of issuance of the License for Establishment and Operation.
2. The register of shareholders must contain the main particulars as stipulated by the Law on Enterprises:
3. The form of the register of shareholders: in the form of a document, an electronic file or both (as determined by the Company).
4. The register of shareholders shall be kept at the head office of the Company and may also be kept at Vietnam Securities Depository.
5. The Board of Management shall be responsible to certify in a timely and complete manner  shares for shareholders respectively, and at the same time, to keep the register and to ensure the accuracy of the register, to avoid any loss and damage to the shareholders or third parties caused by the failure to perform the aforesaid obligations. Where there is any discrepancy between the data in the register kept at the Company and the data registered at Vietnam Securities Depository, the data kept by Vietnam Securities Depository shall prevail.
6. Other provisions to be provided by the Company in compliance with the applicable laws.

Article 19 Share certificates
1. A shareholder of the Company shall be issued with a share certificate corresponding to the number of shares and classes of shares owned by such shareholder, except for the case stipulated in clause 7 of this article.
2. A share certificate must bear the seal of the Company and the signature of the legal representative of the Company. The share certificate must specify the number of shares and classes of shares held by the shareholder, the full name of the shareholder (in the case of a registered share certificate) and other information stipulated by the Law on Enterprises. Each registered share certificate shall represent only one class of shares.
3. Within a period of …. days from the date of submission of a complete file requesting a transfer of the ownership of shares in accordance with the regulations of the Company or within a period of two (2) months (or subject to the terms on issue) from the date of payment in full for shares in accordance with the share issue plan of the Company, a shareholder shall be issued with a share certificate without payment of any charge to the Company.
4. Where only part of the registered shares in a registered share certificate is assigned, the previous certificate will be destroyed and a new certificate recording the remaining number of shares shall be issued free of charge by the Company.
5. Where a registered share certificate is defaced, damaged or lost, the owner of the registered share certificate may request the Company to re-issue a share certificate but must pay all related expenses.
6. The owner of a bearer share certificate shall be itself responsible to preserve such certificate. The Company shall not be responsible in the case where a certificate is lost or used for deceitful purposes.
7. The Company may issue registered shares not in the form of a certificate. The Board of Management may issue a document permitting registered shares (whether in the form of a certificate or non-certificate) to be assigned without it being compulsory to have an assignment document as stipulated by the Law on Enterprises, the laws on securities and securities market and this Charter.

(Model charter applicable to a securities shareholding company in Vietnam)

CHAPTER III
Management and Administration of the Shareholding Company

Article 20 Structure of management and administration of the Company
1 General Meeting of Shareholders.
2. Board of Management.
3. Executive Management Board.
4. Inspection Committee.
I. General Meeting of Shareholders
Article 21 Authority of the General Meeting of Shareholders
1. The General Meeting of Shareholders shall include all shareholders having the right to vote and shall be the highest authority of the Company.
2. The General Meeting of Shareholders shall have the following rights and duties:
(a) To pass the developmental direction of the Company;
(b) To make decisions on the classes of shares and number of shares of each class which may be offered for sale;
(c) To make decisions on the rate of annual dividend for each class of shares (or otherwise stipulated by the Company);
(d) To elect, remove or discharge members of the Board of Management and members of the Inspection Committee;
(e) To make investment decisions or decisions on sale of assets valued at ….. or more per cent of the total value of assets recorded in the most recent financial statements of the Company;
(f) To make decisions on an increase or decrease of the charter capital of the Company;
(g) To make decisions on amendments of and additions to the Charter of the Company, except for adjusting the charter capital as a result of sale of new shares within the number of shares which may be offered as stated in this Charter;
(h) To make decisions on redemption of more than … per cent of the total number of sold shares of each class (note: the Company may only redeem ten or less per cent of [the total number of] ordinary shares);
(i) To approve annual financial statements;
(j) To consider and deal with breaches committed by the Board of Management or by the Inspection Committee which cause loss and damage to the Company and its shareholders;
(k) To make decisions on reorganization and dissolution of the Company;
(l) Other rights and duties to be stipulated by the Company in compliance with the applicable laws.

Article 22 Authorized representatives
1. Shareholders which are organizations shall have the right to appoint one or more authorized representatives to exercise their shareholders” rights in accordance with the law. Organizations which are shareholders holding at least ten per cent (10%) of the total number of ordinary shares shall have the right to authorize a maximum of three (3) persons to attend the General Meetings of Shareholders.
2. Where a shareholder appoints more than one (1) authorized representative, the specific number of shares and the specific number of votes of each representative must be specified.
3. The appointment, termination or change of an authorized representative must be notified in writing to the Company. The content and period of notification shall be subject to the Law on Enterprises.
Article 23 Convening of meetings of the General Meeting of Shareholders
1. Number, period and method of convening and location of meetings:
(a) The General Meeting of Shareholders shall convene at least one annual meeting per year or extraordinary meeting. The location of meetings of the General Meeting of Shareholders
must be within the territory of Vietnam.
(b) The General Meeting of Shareholders must hold an annual meeting within a time-limit of four months (or other time-limit to be stipulated by the Company but the maximum is four (4)
months) from the end of the financial year. Where it is impossible to hold a meeting within the aforesaid time-limit, the Company must report the matter to the SSC and hold an annual
meeting of the General Meting of Shareholders within the two (2) subsequent months.
2. Authority to convene a meeting of the General Meeting of Shareholders:
The Board of Management shall be responsible to convene a meeting of the General Meeting of Shareholders. If the Board of Management fails to convene a meeting of the General Meeting of Shareholders as stipulated, the chairman of the Board of Management must be responsible before the law and must compensate for any loss and damage arising to the Company.
3. Cases in which an extraordinary meeting of the General Meeting of Shareholders is convened:
(a) The Board of Management considers that it is necessary to do so in the interests of the
Company;
(b) The number of the remaining members of the Board of Management is less than the number of members required by law;
(c) Upon request by a shareholder or a group of shareholders as stipulated in article 16.3(a)(x) of this Charter;
(d) Upon demand by the Inspection Committee;
(e) Other cases to be stipulated by the Company in compliance with the applicable laws.
4. The time-limit for convening of an extraordinary meeting of the General Meeting of Shareholder shall be subject to the law. Where the Board of Management fails to convene an extraordinary meeting of the General Meeting of Shareholders, the Inspection Committee shall, in place of the Board of Management, convene a meeting. If the Inspection Committee fails to convene a meeting as stipulated, the head of the Inspection Committee must be responsible before the law and must compensate for any loss and damage arising to the Company, and at the same time, the shareholder or group of shareholders stipulated in article 16.3(a)(x) of this Charter has the right to convene a meeting of the General Meeting of Shareholders.

Article 24 Program and agenda of meeting of General Meeting of Shareholders
1. An annual meeting of the General Meeting of Shareholders shall debate and pass the following issues:
(a) Annual financial statements;
(b) Report of the Board of Management assessing the actual status of the work of business
management in the Company;
(c) Report of the Inspection Committee regarding company management by the Board of
Management and the Executive Management Board;
(d) Amount of dividend payable on each class of share;
(e) Total remuneration payable to the Board of Management and the Inspection Committee;
(f) Other matters to be stipulated by the Company in compliance with the applicable laws.
2. The convenor of the General Meeting of Shareholders shall carry out the following duties:
(a) Prepare a list of shareholders entitled to attend a meeting of the General Meeting of Shareholders upon the decision convening a meeting and complete the preparation no later than …. days prior to the opening date of the meeting of the General Meeting of Shareholders.
To provide information and resolve complaints relating to the list of shareholders;
(b) Prepare the program and agenda of the meeting and documents relevant to the agenda of the meeting;
(c) Determine the time and location of the meeting;
(d) Send a notice of invitation to attend the meeting of the General Meeting of Shareholders to all shareholders entitled to attend the meeting. A notice of [invitation to attend] a meeting of the General Meeting of Shareholders shall include the program and basic information about the matters to be discussed and voted at the meeting.
3. A shareholder or group of shareholders stipulated in article 16.3(a)(x) of this Charter may recommend items to be included in the agenda of a meeting of the General Meeting of Shareholders. The recommendation must be made in writing and be sent to the Company no later than three (3) working days prior to the opening date of the meeting of the General Meeting of Shareholders. The convenor of a meeting of the General Meeting of Shareholders may refuse such recommendation in the following cases:
(a) The recommendation was not sent on time;
(b) The shareholder and the group of shareholders does not hold sufficient number of ordinary shares stipulated in article 16.3(a)(x) of this Charter;
(c) The item recommended does not fall within the authority or duties of the General Meeting of Shareholders.

Article 25 Conditions for conducting meetings of the General Meeting of Shareholders
1. A meeting of the General Meeting of Shareholders shall be conducted where the attending shareholders represent at least sixty five (65) per cent of the total voting shares (the specific percentage stipulated by the Company).
2. Where a meeting does not take place because the condition stipulated in clause 1 of this article is not satisfied, the meeting may be convened for a second time within thirty (30) days from the date on which the first meeting was intended to be opened. A meeting of the General Meeting of Shareholders which is convened for a second time shall be conducted where the attending shareholders represent at least fifty one (51) per cent of the total voting shares (the specific percentage to be stipulated by the Company).
3. Where a meeting which has been convened for a second time does not take place because the condition stipulated in clause 2 of this article is not satisfied, it may be convened for a third time within twenty (20) working days from the date on which the second meeting was intended to be opened. In this case, the meeting of the General Meeting of Shareholders shall be conducted irrespective of the number of attending shareholders and of the percentage of shares with voting rights of attending shareholders.
4. Shareholders may attend the General Meeting of Shareholders in accordance with one of the following methods:
(a) Directly attending the meeting of the General Meeting of Shareholders;
(b) Sending a written vote by registered mail to the Board of Management no later than one (1) day before the opening of the meeting. In this case, the head of the vote-counting committee of the General Meeting of Shareholders shall have the right to open the vote of such shareholder at the meeting of the General Meeting of Shareholders;
(c) Authorising another person to attend the meeting of the General Meeting of Shareholders. A shareholder being an organization which does not have any authorized representative in accordance with article 96.3 of the Law on Enterprises and article 22 of this Charter may authorize another person to attend a meeting of the General Meeting of Shareholders.

Article 26 Procedures for conducting meetings of the General Meeting of Shareholders
1. Prior to the opening date of a meeting, the Company shall carry out registration for attendance at a meeting of the General Meeting of Shareholders by shareholders to ensure registration of sufficient number of shareholders with the right to attend the meeting. A person registered to attend the meeting shall be issued with voting cards corresponding to the number of items in the agenda for the meeting which require a vote.
2. The program and agenda of the meeting must be passed by the General Meeting of Shareholders at the opening session. The program must specify in detail the time applicable to each issue in the agenda for the meeting.
3. The General Meeting of Shareholders shall discuss and vote on each issue in the agenda for the meeting. Voting shall be conducted by way of collection of voting cards which agree with a resolution, then collection of voting cards which do not agree, and finally checking of the overall numbers of votes which agree, which do not agree, and abstentions. The chairman shall announce the results of the voting counts immediately prior to the closing of the meeting.
4. Any shareholder or person authorized to attend a meeting who arrives after the opening of the meeting shall be registered and has the right to participate in voting immediately after registration.
The chairman shall not be obliged to stop the meeting so that late attendees may register; in such case, the effectiveness of any voting which has already been conducted shall not be affected.
5. The chairman, secretary and vote-counting committee of a meeting of the General Meeting of Shareholders shall be regulated as follows:
(a) The chairman of the Board of Management shall act as chairman of all meetings which are convened by the Board of Management. In the case where the chairman is absent or is temporarily unable to work, the remaining members of the Board of Management shall elect one of them to act as the chairman of the meeting. In the case where there is no person who is able to act as chairman, the member of the Board of Management with the highest position shall arrange for the General Meeting of Shareholders to elect the chairman of the meeting from amongst the persons attending the meeting, and the person with the highest number of votes shall act as the chairman of the meeting. In other cases, the person who signed the document convening the meeting of the General Meeting of Shareholders shall arrange for the General Meeting of Shareholders to elect a chairman of the meeting, and the person with the highest number of votes shall act as the chairman of the meeting;
(b) The chairman shall elect a person to act as secretary to prepare minutes of a meeting of the General Meeting of Shareholders;
(c) The General Meeting of Shareholders shall elect a vote-counting committee (comprising three persons) on the proposal of the chairman of the meeting.
6. The chairman and secretary of a meeting of the General Meeting of Shareholders have the right to take the necessary measures to direct the conduct of the meeting in an appropriate and orderly manner, correctly in accordance with the program as passed, and so that it reflects the wishes of the majority of attendees.
7. The convenor of a meeting of the General Meeting of Shareholders has the following rights:
(a) To require all persons attending the meeting to be checked or subject to other security
measures;
(b) To request a competent body to maintain order during the meeting; to expel from a meeting of the General Meeting of Shareholders any person who fails to comply with the right of the chairman to control the meeting, who disrupts order or intentionally prevents normal progress of the meeting or who fails to comply with a request to undergo a security check.
8. The chairman has the right to adjourn a meeting of the General Meeting of Shareholders for which sufficient attendees have registered as stipulated to another time (the maximum time of any adjournment of a meeting shall be three (3) days as from the proposed opening date of the meeting) or to change the location of the meeting in the following cases:
(a) The location for the meeting does not have sufficient suitable seating for all of the attendees;
(b) There is an attendee who obstructs the meeting or disrupts order, and there is a danger that
the meeting might not be conducted fairly and lawfully;
(c) In the case where the chairman adjourns or suspends a meeting of the General Meeting of
Shareholders contrary to the provisions in paragraphs (a) and (b) of this clause, the General Meeting of Shareholders shall elect another person from the attendees to replace the chairman
in conducting the meeting. The effectiveness of voting conducted at such meeting shall not be
affected.

Article 27 Cumulative voting
1. Before and during a meeting of the General Meeting of Shareholders, shareholders have the right to jointly form a group to nominate [a candidate(s)] and accumulate all of the votes for such candidate(s).
2. The number of candidates which each group has the right to nominate shall be subject to the number of candidates determined by the General Meeting and the percentage of shares held by each group, specifically as follows:
(a) A shareholder or group of shareholders holding from…% to under ….% of the total voting shares may nominate a maximum of one (1) candidate to the Board of Management and …candidate to the Inspection Committee;
(b) A shareholder or group of shareholders holding from…% to under ….% of the total voting shares may nominate a maximum of two (2) candidates to the Board of Management or the Inspection Committee;
(c) A shareholder or group of shareholders holding from…% to under ….% of the total voting shares may nominate a maximum of three (3) candidates to the Board of Management and … candidate to the Inspection Committee;
(d) A shareholder or group of shareholders holding from…% to under ….% of the total voting shares may nominate a maximum of four (4) candidates to the Board of Management and … candidate to the Inspection Committee;
(e) A shareholder or group of shareholders holding from…% to under ….% of the total voting shares may nominate a maximum of five (5) candidates to the Board of Management and … candidate to the Inspection Committee;
(f) A shareholder or group of shareholders holding from…% or more of the total voting shares may nominate a sufficient number of candidates to the Board of Management and the Inspection Committee.
3. Where the number of candidates nominated by a shareholder or a group of shareholders is lower than the number of candidates that it is entitled to nominate, the remaining candidates shall be nominated by the Board of Management, by the Inspection Committee or by other shareholders.
4. Persons who are elected as members of the Board of Management or members of the Inspection Committee shall be determined on the basis of the number of votes from the candidate with the highest number to the candidate with the lower number until the sufficient number of members stipulated in this Charter. Where two (2) or more candidates have the same number of votes for the last member of the Board of Management or the Inspection Committee, the General Meeting of Shareholders shall conduct re-election among the candidates with the same number of votes or carry out the selection in accordance with the criteria in the election regulations or the Charter of the Company.

Article 28 Passing of resolutions by the General Meeting of Shareholders
1. The General Meeting of Shareholders shall pass resolutions which fall within its power by way of voting at the meeting or collecting written opinions.
2. A resolution of the General Meeting of Shareholders shall be passed at a meeting when it is
approved by a number of shareholders representing at least sixty five (65) per cent of the total voting shares of all attending shareholders. In respect of resolutions on classes of shares and total number of shares of each class which may be offered for sale; on amendments of and additions to the Charter of the Company; on reorganization or dissolution of the Company; and in respect of sale of more than fifty (50) per cent of the total value of assets recorded in the accounting books of the Company, the approval by a number of shareholders representing at least seventy five (75) per cent of the total voting shares of all attending shareholders shall be required.
3. Voting to elect members of the Board of Management and of the Inspection Committee must be implemented by the method of cumulative voting, whereby each shareholder shall have as its total number of votes the total number of shares it owns multiplied by the number of members to be elected to the Board of Management or the Inspection Committee. Each shareholder shall have the right to accumulate all of its votes for one or more candidates.
4. Resolutions passed by a meeting of the General Meeting of Shareholders which is attended by the number of shareholders directly or by authorized persons representing one hundred (100) per cent of the total number voting shares shall be lawful and effective even if the order and procedures for convening the meeting and the agenda of the meeting and the procedures for conducting the meeting were not implemented correctly in accordance with regulations.
5 Where attending shareholders are related persons and do not have the right to vote, a resolution of the General Meeting of Shareholders on such issue shall be passed when it is approved by [shareholders holding] at least ….% of the total voting shares, as stipulated in articles 104.3(a) and (b) of the Law on Enterprises.
6. The Board of Management has the right to collect written opinions from the shareholders in order to pass a resolution of the General Meeting of Shareholders at any time if it is considered necessary in the interests of the Company. The content of written opinion forms, method and procedures for sending and receiving [written opinion] forms, counting votes and preparing minutes must comply with the provisions of article 105 of the Law on Enterprises. Where a resolution is passed by way of collection of written opinions, a resolution of the General Meeting of Shareholders shall be passed when it is approved by a number of shareholders representing at least seventy five (75) per cent of the total voting shares (the specific percentage shall be stipulated by the Company).
7. Resolutions of the General Meeting of Shareholders must be notified to shareholders entitled to attend a meeting of the General Meeting of Shareholders within fifteen (15) days from the date of approval thereof.

Article 29 Effectiveness of resolutions of the General Meeting of Shareholders
1. A resolution of the General Meeting of Shareholders shall become effective from the date of approval thereof or from the effective date specified in the resolution (or stipulated by the Company).
2. Where a shareholder or group of shareholders requests , or directly takes, a legal action against a resolution which has been passed by the General Meeting of Shareholders, such resolution shall continue to be implemented until otherwise decided by the court or arbitration body.

Article 30 Minutes of General Meeting of Shareholders
1. Meetings of the General Meeting of Shareholders shall be recorded in minutes with all items stipulated in the Law on Enterprises. Minutes shall be prepared in Vietnamese and may also be in a foreign language and both versions shall be of equal validity.
2. The minutes of a meeting of the General Meeting of Shareholders must be completed and approved prior to the closing of the meeting.
3. The chairman and secretary of the meeting shall be jointly liable for the truthfulness and accuracy of the contents of the minutes. The minutes of a meeting of the General Meeting of Shareholders must be sent to all shareholders within a time-limit of fifteen (15) days from the closing date of the meeting.
4. The minutes of a meeting of the General Meeting of Shareholders, the appendix listing the
shareholders registered to attend the meeting, the full text of resolutions passed and any related documents sent together with the notice of invitation to attend the meeting must be archived at the head office of the Company.

II. Board of Management
Article 31 Authority of the Board of Management
1. The Board of Management is the body managing the Company and shall have full authority to make decisions in the name of the Company and to exercise the rights and to perform the obligations of the Company which do not fall within the authority of the General Meeting of Shareholders. The Board of Management shall be responsible to ensure that the operation of the Company complies with the law, the Charter and the internal regulations of the Company, shall equally treat all shareholders and respect the benefits of persons with interests relating to the Company.
2. The Board of Management shall have the following rights and duties:
(a) To make decisions on medium term developmental strategies and plans, and on annual business plans of the Company;
(b) To recommend the classes of shares and total number of shares of each class which may be offered for sale;
(c) To make decisions on offering new shares within the number of shares of each class which may be offered for sale; to make decisions on raising additional funds in other forms;
(d) To make decisions on the price of shares and bonds of the Company offered for sale;
(e) To make decisions on redemption of no more than ten (10) per cent of the total number of
shares of each class already issued within each period of twelve (12) months; and decisions on offer for sale and distribution of bonuses in the form of treasury shares in accordance with
methods in compliance with the law.
(f) To make decisions on investment plans and investment projects within its authority and limits stipulated in the Law on Enterprises, the Law on Securities and the Charter of the Company;
(g) To make decisions on solutions for market expansion, on marketing and technology; to approve contracts for purchase, sale, lending and other contracts valued at fifty (50) or more per cent of the total value of assets recorded in the most recent financial statements of the Company (or another percentage stipulated by the Company), except for contracts and transactions between the Company and related persons;
(h) To appoint, dismiss or remove, and to sign contracts or to terminate contracts with the Director (General Director) and other key managers of the Company; to make decisions on salaries and other benefits of such managers; to appoint an authorized representative to exercise ownership rights of shares or of capital contributed to other companies, and to make decisions on the level of remuneration and other benefits of authorized representatives;
(i) To supervise and direct the Director (General Director) and managers of the Company in
conducting the daily business operation;
(j) To make decisions on the organizational structure and internal management rules, to make decisions on the establishment of subsidiary companies, the establishment of branches, transaction offices and representative offices and on capital contribution to or purchase of shares in other enterprises within the limits stipulated by the law and the Charter of the Company;
(k) To approve the agenda and contents of documents for meetings of the General Meeting of
Shareholders; to convene meetings of the General Meeting of Shareholders or to obtain written opinions in order for the General Meeting of Shareholders to pass resolutions;
(l) To submit annual final financial reports and reports on operation of the Board of Management to the General Meeting of Shareholders;
(m) To recommend the dividend rates to be paid, to make decisions on the time-limit and procedures for payment of dividends or for dealing with losses incurred in the business operation;
(n) To recommend reorganization or dissolution of the Company, or to petition for bankruptcy of the Company;
(o) To formulate standard rules on convening of meetings, and voting at meetings of the Board of Management for the General Meeting of Shareholders to approve; order and procedures for nomination, standing for election to, election, removal and discharge of members of the Board of Management; to formulate regulations on order and procedures for selection, appointment and removal of managers and rules and procedures for co-ordination of operation between the Board of Management and the Inspection Committee or the Executive Management Board; and to formulate a mechanism for assessment of operation, rewards and discipline in respect of members of the Board of Management, the Executive Management Board and other managers;
(p) To establish sections or appoint persons to carry out internal auditing and risk control;
(q) Resolution of conflicts in the Company: to prevent and resolve potential conflicts between
shareholders and the Company. The Board of Management may appoint officials to implement necessary systems or establish a specialized section to resolve conflicts within the Company or serve such purpose;
(r) Optional clause: to approve transactions not covered by the business and finance plan and
submitted by the Director (General Director) and by the Executive Management Board (if any);
(s) Optional clause: the Board of Management shall have the right to veto any decision of the
Director (General Director) and of the Executive Management Board in relation to any standard operation, provided that such vetoing is grounded;
(t) Optional clause: the Board of Management must immediately notify shareholders in the
following circumstances:
- It suspects that the Company or the Executive Management Board of the Company is involved in any illegal activities.
- The financial situation of the Company continues to decline and fails to satisfy the conditions stipulated by the law.
- The business of the Company suffers losses equal to …% or more of its equity.
- The Company proposes a change of the chairman of the Board of Management or the head of the Inspection Committee.
- Upon occurrence of an emergency which adversely affects the interests of the Company and clients.
(u) Other rights and duties to be stipulated by the Company in compliance with the applicable
laws.
3. The Board of Management shall pass resolutions by way of voting at a meeting, collection of written opinions, (or otherwise as stipulated by the Company). Each member of the Board of Management shall have one vote.
4. The Board of Management may authorise the chairman of the Board of Management to exercise part of the powers and functions of the Board of Management during the period when the Board of Management does not hold a meeting. The content of the authorisation must be clearly and specifically determined. The Company must not authorise the chairman of the Board of Management to make a decision on issues which are essential or relate to the critical interests of the Company.
5. When performing its functions and duties, the Board of Management shall comply strictly with the provisions of law, the Charter of the Company and the resolutions of the General Meeting of Shareholders. Where the Board of Management passes a resolution which is contrary to law or contrary to the provisions of the Charter of the Company, thereby causing loss and damage to the Company, the members who agreed to pass such resolution shall be jointly personally liable for such resolution and they must compensate the Company for the loss and damage; any member who opposed the approval of such resolution shall be exempt from liability.
6. Where a resolution which has been approved by the Board of Management breaches the law or the managerial principles and the Charter of the Company, the shareholders or the Inspection Committee shall have the right to require the Company to immediately cancel such resolution and relevant decisions.
7. During performance of his duties, a member of the Board of Management shall have the following rights and obligations:
(a) Rights of a member of the Board of Management:
- Right to be provided with information:
+ A member of the Board of Management may demand the members of the Executive Management Board and the managers of the Company provide information and documents on the financial situation and business operations of the Company and of units in the Company;
+ A manager receiving such a demand must provide all information and documents promptly and accurately as demanded by the member of the Board of Management.
- Right to receive remuneration and other benefits: the Company is entitled to pay remuneration and salaries to members of the Board of Management based on the business results and efficiency. The remuneration, salaries and other benefits of members of the Board of Management shall be paid in accordance with the following provisions (or other provisions set out by the Company):
+ Members of the Board of Management shall be entitled to remuneration for work and bonuses. Remuneration for work shall be calculated on the basis of the number of working days necessary to fulfil the duties of the members of the Board of Management and the daily rate of remuneration. The Board of Management shall estimate a rate of remuneration for each member on the principle of unanimous agreement. The total amount of remuneration for the Board of Management shall be decided by the General Meeting of Shareholders at the
annual meeting;
+ Members of the Board of Management shall be entitled to reimbursement of expenses for meals, accommodation and travel and other reasonable expenses they have incurred in order to perform their delegated duties;
+ The remuneration of members of the Board of Management shall be included in the business expenses of the Company in accordance with the laws on corporate income tax and shall be presented as a separate item in the annual financial statements of the Company and shall be reported to the General Meeting of Shareholders at its annual meeting.
- Other rights to be stipulated by the Company in compliance with the applicable laws.
(b) Obligations of a member of the Board of Management:
- To exercise his or her delegated powers and perform his or her delegated duties strictly in accordance with the Law on Enterprises, the Law on Securities, the relevant laws, the Charter of the Company, and the resolutions of the General Meeting of Shareholders.
- To exercise his or her delegated powers and perform his or her delegated duties honestly and prudently in the optimal legitimate interests of the Company and of the shareholders;
- To be loyal to the interests of the Company and shareholders; not to use information, secrets, business opportunities of the Company, not to abuse his or her position and powers and assets of the Company for his or her own personal benefits or for the benefit of other organizations or individuals;
- To participate in all meetings of the Board of Management and to provide his or her clear opinion of the issues raised for discussion at the meetings;
- To notify in a timely manner, fully and accurately the Company of enterprises in which he
or she or his or her related persons own or have contributed capital or controlling shares.
This notice shall be displayed at the head office and branches of the Company;
- The members of the Board of Management may not increase their salaries and pay bonuses where the Company has not paid in full all of its debts due and payable;
- To perform other obligations in accordance with the law and the Charter of the Company;
- Other obligations to be stipulated by the Company in compliance with the applicable laws.

Article 32 Composition, term and number of members of the Board of Management
1. The number of members of the Board of Management of the Company shall be ….(a specific number shall be stipulated by the Company in compliance with the Law on Enterprises and the administration regulations of the Company). The number of members of the Board of Management who must reside permanently in Vietnam shall be at least …… The structure of the Board of Management must ensure equal proportions of members with knowledge and experience in law, finance and securities; and ensure equal proportions of executive members and non-executive members of which the minimum of one-third (1/3) of the total number of members of the Board of Management must be non-executive members of the Board of Management. Optional clause: the number of members of the Board of Management of (60 to 70 years of age) shall not exceed onethird (1/3) of the total number of members of the Board of Management. 2. The term of the Board of Management shall be five (5) years and the term of office of members of the Board of Management shall not exceed five years (a specific number of years shall be stipulated by the Company). The members of the Board of Management may be re-elected for an unlimited number of terms. The term of an additional member who is elected or of a member who is elected to replace a member who was disqualified, removed or discharged during a term of office shall be the residual period of the term of the Board of Management.
3. The Board of Management shall be elected by the General Meeting of Shareholders on the principle of cumulative voting in accordance with article 27 of this Charter. Where [the number of] candidates to the Board of Management who are nominated or stand for election is less than the necessary number, the incumbent Board of Management, the Inspection Committee and other shareholders may nominate additional candidates to the Board of Management or arrange the nomination in accordance with the mechanism stipulated by the Company. The nomination mechanism or method for the incumbent Board of Management, the Inspection Committee and other shareholders to nominate candidates to the Board of Management must be clearly published and must be approved by the General Meeting of Shareholders before conducting the nomination. The candidates to the Board of Management must satisfy the conditions stipulated in article 33 of this Charter.
4. Optional clause: information about persons nominated to the Board of Management must be disclosed before holding the General Meeting of Shareholders, including the identification of each candidate, the identification of the shareholder or group of shareholders nominating such candidate; the age and educational qualifications of the candidate; experience and professional expertise of the candidate; positions held by such candidate in the last five (5) years; positions currently held by such candidate; a report on assessment of the contribution by such candidate as the member of the Board of Management to the Company in the case where such candidate is re-appointed; the nature of the relationship between the candidate and the Company; positions on the board of management or other key positions which such candidate has held or for which he or she has been nominated in other companies; relationship between such candidate and related persons in the Company; relationship between such candidate and the main business partner(s) of the Company; information relating to the financial condition of the candidate and other issues which may affect the duties and independence of the candidate as a member of the Board of Management; the refusal of provision of information by the candidate at the request of the Company (if any).
5. Upon expiry of the term of the Board of Management, if the General Meeting of Shareholders has not elected the new Board of Management, the Board of Management of the term which has expired shall continue its operation until a new Board of Management is elected and takes over the duties.

Article 33 Standards and conditions for acting as a member of the Board of Management
1. Have full capacity for civil acts, and not fall within the category of persons prohibited from managing an enterprise pursuant to the Law on Enterprises.
2. Be an individual shareholder who owns at least five (5) per cent of the total number of ordinary shares; or be a person who has professional expertise and experience in business management or experience in the securities, banking and financial sector.
3. In the case of a securities company which is a company in which the State owns a total number of shares worth more than fifty (50) per cent of the charter capital, a member of the Board of Management may not be a related person of a manager or a person with the authority to appoint managers of the parent company.
4. Not be the director (general director), a member of the board of management or a member of the members” council of another securities company; not act concurrently as a member of the boards of management of more than five (5) other companies (in the case of a listing company).
5. Had not been a member of the board of management or legal representative of a company which was bankrupt or was prohibited from operation due to serious breaches of the law.
6. Optional clause: not nominate to the Board of Management any employee of the independent auditor which has audited the Company for … years.
7. Optional clause: members of the Board of Management should have the following virtues and ability:
(a) To gain confidence of shareholders (reflected by votes from the shareholders), of other members of the Board of Management, of managers and of employees of the Company;
(b) To be capable of balancing the benefits of all parties with related interests and making reasonable decisions;
(c) To have necessary professional experience and educational qualifications to effectively administer the operation of the Company;
(d) To have international business experience and to be familiar with local issues, to understand the market, products and competitors;
(e) To be capable of converting their knowledge and experience into practical solutions.
8. At the beginning of the term of office, all members of the Board of Management must satisfy all conditions required by the law, the administration regulations, the Charter and the internal regulations of the Company. If there is any change during their term of office, the members must notify the chairman of the Board of Management. The standards and conditions stipulated in this article shall also apply to additional members who are elected or members who are elected for replacement [of an existing member].
9. Other conditions and standards to be stipulated by the Company in compliance with the applicable laws.

Article 34 Meetings of the Board of Management and minutes of the meeting
1. Meetings of the Board of Management may be held on a regular basis or extraordinary meetings may be held. The chairman may convene a regular meeting of the Board of Management at any time considered necessary, but there must be at least one meeting every quarter.
2. Where the Board of Management elects a chairman for its new term, the first meeting for electing the chairman and making other resolutions which fall within its authority must be held within a time-limit of seven (7) working days from the date of completion of election of the Board of Management for such term. This meeting shall be convened by the member with the highest number of votes.
Where there is more than a single member with the highest number of votes and their number of votes is equal, the members shall elect one (1) member among such members on the principle of majority to convene a meeting of the Board of Management.
3. The chairman must convene a meeting of the Board of Management within a time-limit of fifteen (15) days in the following circumstances:
(a) Upon request of the Inspection Committee;
(b) Upon request of the Director (General Director) or upon request of at least five (5) other
managers;
(c) Upon request of at least two (2) members of the Board of Management;
(d) The request must be made in writing and must specify the objective and issues which require to be discussed, and resolutions falling within the authority of the Board of Management.
4. If the chairman fails to convene a meeting of the Board of Management pursuant to a request, the chairman shall be liable for loss and damage caused to the Company; and the person making the request has the right to convene a meeting of the Board of Management in place of the Board of Management.
5. The chairman of the Board of Management or the convenor of the meeting of the Board of
Management must send a notice of invitation to attend the meeting no later than …. working days prior to the date of meeting to the members of the Board of Management, the members of the Inspection Committee and the Director (General Director). The notice of invitation must specify the specific time and location of the meeting, the agenda and issues to be discussed, and resolutions, accompanied by documents to be used at the meeting and voting forms for the members. The method of sending a notice shall be subject to the Law on Enterprises.
6. The members of the Inspection Committee and the Director (General Director) who are not
concurrently members of the Board of Management have the right to attend meetings of the Board of Management and to discuss issues but not to vote.
7. A meeting of the Board of Management which is convened for the first time in accordance with the notice of invitation shall be conducted where there are three quarters (3/4) or more of the total members attending. Where the stipulated number of members attending is not sufficient at the meeting convened for the first time, such meeting shall be convened for a second time within a period of fifteen (15) days of the intended opening of the first meeting. In this case, the meeting shall be held if more than half of the members of the Board of Management attend.
8. A resolution of the Board of Management shall only be passed when it is approved by more than half of the attending members. In the case of a tied vote, the final decision shall be made in favour of the vote of the chairman of the Board of Management.
9. Meetings of the Board of Management should be recorded in minutes and all members attending the meeting must sign the minutes of the meeting. Where a resolution of the Board of Management is approved in accordance with the law, but a member refuses to sign the minutes, his or her signature for certification of attendance at the meeting shall be considered as his or her signature in the minutes of the meeting. The minutes of the meeting should include all contents stipulated in the Law on Enterprises.

Article 35 Dismissal, removal and addition of members of the Board of Management
1. A member of the Board of Management shall be removed and discharged in the following cases:
(a) The member of the Board of Management fails to satisfy the standards and conditions
stipulated in article 33 of this Charter;
(b) The member of the Board of Management fails to participate in activities of the Board of
Management for six (6) consecutive months, except for force majeure cases;
(c) Upon written notice of resignation;
(d) There is evidence that the member of the Board of Management loses the capacity for acts;
(e) Upon resolution of the General Meeting of Shareholders;
(f) Other cases to be stipulated by the Company in compliance with the applicable laws.
2. Cases of additional members of the Board of Management: where a member is disqualified in accordance with the law and the Charter of the Company, is dismissed or removed or is unable to continue to act as a member of the Board of Management for a certain reason, the Board of Management may appoint another person to act temporarily as a member of the Board of Management. The election of a new member of the Board of Management for replacement shall be conducted at the nearest [next] General Meeting of Shareholders. Where the number of members of the Board of Management is reduced by more than one third (1/3) of the number stipulated in the Charter of the Company, the Board of Management must convene a meeting of the General Meeting of Shareholders within a period of sixty (60) or less days in order to elect additional members of the Board of Management.

Article 36 Independent or non-executive members of the Board of Management (compulsory provision in respect of public securities companies)
1. A non-executive member of the Board of Management means a member who does not hold any executive position in the Company, namely he or she does not act concurrently as a member of the Executive Management Board, the chief accountant or other manager appointed by the Board of Management.
2. An independent member of the Board of Management means a member who does not have any direct or indirect interests in respect of the Company nor is a manager, employee or related party of the Company (as specifically stipulated in the circular on corporate administration applicable to public companies).
3. Optional clause: an independent or non-executive member of the Board of Management shall have the same term of office as other members but shall not be re-appointed for a subsequent term of office.
4. Optional clause: An independent member shall have the same duties and powers as other members of the Board of Management, and in addition, shall have the following powers:
(a) To propose the Board of Management hold an extraordinary meeting of the Board of Management or propose the Inspection Committee hold an extraordinary meeting of the General Meeting of Shareholders in the case where the Board of Management objects to such proposal;
(b) To hire a consultancy organization or an auditor to perform his or her duties;
(c) To provide independent opinions on issues relating to the reward plan or payment of remuneration to the members of the Board of Management and managers of the Company;
(d) To provide independent opinions on relevant major transactions and to report to the administrative body when considering it necessary.

Article 37 Chairman of the Board of Management
1. The General Meeting of Shareholders shall appoint, or the Board of Management shall elect, the chairman of the Board of Management from the members of the Board of Management (to be stipulated by the Company).
2. The chairman of the Board of Management may not act concurrently as the executive Director (General Director) of the Company, unless the General Meeting of Shareholders so approves. The chairman of the Board of Management acting concurrently as the executive Director (General Director) of the Company must be approved by the General Meeting of Shareholders on an annual basis at its annual meeting.
3. The chairman of the Board of Management shall have the following rights and duties:
(a) To prepare working plans and programs of the Board of Management;
(b) To prepare the agenda, content and documents for meetings; to convene and preside over meetings of the Board of Management;
(c) To organize resolutions of the Board of Management to be passed;
(d) To monitor the implementation of resolutions of the Board of Management;
(e) To chair the General Meetings of Shareholders; and to sign on behalf of the General Meeting of Shareholders resolutions which have been passed by the General Meeting of Shareholders;
(f) To lead and maintain the effective operation of the Board of Management;
(g) To formulate, to implement and to review procedures controlling the operation of the Board of Management;
(h) To schedule meetings of the Board of Management and sections under the Board of Management;
(i) To prepare the agenda for meetings of the Board of Management;
(j) To regularly meet the Director (General Director) and to act as a liaison person between the Board of Management and the Executive Management Board;
(k) To ensure that exchange of information is conducted in a complete, timely, accurate and clear manner between the members of the Board of Management and the chairman of the Board of Management;
(l) To maintain effective communication with shareholders;
(m) To organize periodical assessment of the work of the Board of Management, sections under the Board of Management and each member of the Board of Management;
(n) To create favourable conditions for the non-executive or independent members of the Board of Management to effectively operate and to set up constructive relations between executive members and non-executive members in the Board of Management;
(o) To perform other duties and responsibilities at the request of the General Meeting of Shareholders and the Board of Management subject to actual requirements and situation;
(p) Other rights and duties to be stipulated by the Company in compliance with the applicable
laws.
4. Where the chairman of the Board of Management is absent, he or she shall authorize in writing a vice-chairman of the Board of Management (if any) or another member to exercise the rights and perform the duties of the chairman of the Board of Management in accordance with the principles stipulated in the Charter. Where no person is authorized, or where the chairman of the Board of Management is not able to work or the position of the chairman of the Board of Management is vacant, the remaining members shall select one of them to hold temporarily the position of the chairman of the Board of Management in accordance with the principle of an absolute majority.

Article 38 Internal Audit Section and Risk Management Section of the Board of Management
1. The Internal Audit Section shall perform its functions on the principle of independence, truthfulness, objectiveness and confidentiality. The specific functions and duties of the Internal Audit Section shall comprise:
(a) To independently evaluate compliance with and observance of policies under the laws, the
Charter and resolutions of the General Meeting of Shareholders or of the Board of Management;
(b) To check, to consider and to evaluate the completeness, efficiency and effectiveness of the internal control system under the Executive Management Board in order to finalise such system;
(c) To evaluate observance by business operations of the policies and internal rules;
(d) To advise on formulation of policies and internal rules;
(e) To evaluate observance of the laws and to control the measures to maintain the safety of
assets;
(f) To evaluate internal audit via financial information and business activities;
(g) To evaluate the rules on identification, evaluation and management of business risks;
(h) To evaluate the efficiency of activities;
(i) To evaluate the observance of contractual undertakings;
(j) To conduct control of the information technology system;
(k) To investigate breaches within the securities company;
(l) To conduct internal audit of the Company and its subsidiary companies;
(m) Other functions to be stipulated by the Company in compliance with the applicable laws.
2. The functions and principles for operation of the Risk Management Section shall comprise:
(a) To provide for policies and strategy on risk management; standards for evaluation of risks and overall risk levels of the Company and of each section of the Company;
(b) To independently evaluate conformity with and observance of the policies and rules on risk [management] formulated in the Company;
(c) To inspect, to consider and to evaluate the completeness, effectiveness and efficiency of the risk management system under the Executive Management Board in order to finalise such
system;
(d) Other functions to be stipulated by the Company in compliance with the applicable laws.
3. A person working in the internal audit section must satisfy the following requirements:
(a) Not be a person who has been penalised in the form of a fine or a higher penalty for a breach in the securities, banking or insurance sector in the five (5) most recent years prior to the date of appointment;
(b) The head of the internal audit section must be a person having professional qualifications in law, accounting or auditing; and having sufficient experience, prestige and authority to
effectively perform his delegated duties;
(c) Not be a person affiliated to the head of any professional section, any person conducting professional business activities, or the director (general director), any deputy director (deputy general director), or the director of any branch of the Company;
(d) Have a certificate in relation to basic issues on securities and securities market and a certificate in relation to the laws in the securities and securities market or a securities practising certificate;
(e) Not concurrently hold another position in the Company;

III. Executive Management Board

Article 39 Composition, obligations and powers of the Executive Management Board
1. The composition of the Executive Management Board of the Company shall comprise the Director (General Director), the deputy directors (deputy general directors) and ….(other managerial positions to be stipulated by the Company).
2. The members of the Executive Management Board shall be hired or appointed by the Board of Management. The term of the Director (General Director) shall not exceed five (5) years; [the Director (General Director)] may be re-appointed for an unlimited number of terms. the term of other members of the Executive Management Board shall be …. years (to be stipulated by the Company).
The number of members of the Executive Management Board who act concurrently as members of the Board of Management must be less than two third (2/3) of the total seats on the Board of Management (in the case of a public company).
3. The Executive Management Board must set up and maintain a risk management system comprising rules, apparatus and staff members to ensure prevention of risks which are likely to affect the interests of the Company and its clients; and an internal control system comprising the rules, apparatus and independent and full-time staff members, and internal rules or regulations applicable to all positions, entities, sections and activities of the Company to ensure the objectives in accordance with the law.
4. The Executive Management Board shall formulate working regulations for the Board of Management to approve. The working regulations shall contain at least the following basic items:
(a) Specific responsibilities and duties of members of the Executive Management Board;
(b) Regulations on order and procedures for holding and participation in meetings;
(c) Responsibility of the Executive Management Board for reporting to the Board of Management or the Inspection Committee.
5. Duties and powers of the Director (General Director):
The Director (General Director) shall manage the day-to-day business operations of the Company; shall be subject to supervision by the Board of Management and shall be responsible to the Board of Management and before the law for the performance of his or her delegated duties. The specific duties and powers of the Director (General Director) shall comprise:
(a) To make decisions on all issues relating to the day-to-day business operations of the Company not requiring resolutions of the Board of Management;
(b) To organize the implementation of resolutions of the Board of Management;
(c) To organize the implementation of business plans and investment plans of the Company;
(d) To make recommendations on the organizational structure or issue regulations on internal
management of the Company;
(e) To appoint, remove and dismiss managerial positions in the Company, except for those subject to the approval of the Board of Management;
(f) To enter into contracts on behalf of the Company, except for those falling within the authority of the Board of Management;
(g) To submit annual financial finalization reports to the Board of Management;
(h) To make recommendations on plans for using profit or dealing with business losses;
(i) To recruit employees;
(j) Other powers and duties stipulated in the labour contract signed between the Director (General Director) and the Company in accordance with the resolution of the Board of Management.
(k) Optional clause: the Director (General Director) must not participate in any business activities other than those relating to his or her role for management and administration of the Company and administration of subsidiary companies of the Company;
(l) Other powers and duties to be stipulated by the Company in compliance with the applicable laws.
6. During performance of their duties, the members of the Executive Management Board shall have the following obligations and interests:
(a) A member of the Executive Management Board has the following obligations:
- To exercise his or her delegated powers and to perform his or her delegated duties strictly in accordance with the Law on Enterprises, the Law on Securities, the relevant laws, the Charter of the Company, and the resolutions of the General Meeting of Shareholders or of the Board of Management;
- To exercise his or her delegated powers and to perform his or her delegated duties honestly and prudently to his of her best ability in the optimum legitimate interests of the Company and of the shareholders of the Company;
- To be loyal to the interests of the Company and shareholders of the Company; not to use information, secrets, business opportunities of the Company, not to abuse his or her position and powers and assets of the Company for his or her own personal benefit or for the benefit of other organizations or individuals;
- To notify in a timely manner, fully and accurately the Company of enterprises in which he or she or his or her related persons act as the owner or have contributed capital or have controlling shares; this notice shall be displayed at the head office and branches of the Company;
- Members of the Executive Management Board may not increase their salaries and pay bonuses where the Company has not paid in full all of its debts due and payable.
- Other obligations in accordance with the Law and the Charter of the Company (b) A member of the Executive Management Board has the following interests:
- Members of the Executive Management Board shall be entitled to remuneration, salary and bonuses based on the business results and efficiency. The salary of the members of the Executive Management Board shall be determined by the Board of Management;
- The remuneration and salary of members of the Executive Management Board shall be included in the business expenses of the Company in accordance with the law and shall be presented as a separate item in the annual financial statements of the Company and shall be reported to the General Meeting of Shareholders at its annual meeting.

Article 40 Criteria and Conditions to be the Director (General Director)
1. Having full capacity for civil acts and not being prohibited from establishment and management of enterprises in accordance with the Law on Enterprises.
2. Owning at least five per cent (5%) of the number of ordinary shares of the Company or having professional expertise and experience in business management or working experience in the financial, securities or banking sector.
3. Not working concurrently for another enterprise.
4. Satisfying the stipulated conditions for directors (general directors) of securities companies in accordance with the Regulations on Organization and Operation of Securities Companies and the relevant regulations.
5. Where the securities company is a subsidiary company being a company in which the State owned portion of capital contribution or State owned shares accounts for more than fifty (50) per cent of the charter capital, the Director (General Director) may not be the spouse, father, adoptive father, mother, adoptive mother, child, adopted child or sibling of managers of the parent company and of the representative of the share of State owned capital in the Company.
6. Other criteria and conditions to be stipulated by the Company in compliance with the applicable laws.

Article 41 Removal and discharge of the Director (General Director)
The Director (General Director) shall be removed or discharged in the following cases:
1. Failure to satisfy the criteria and conditions for being a director (or general director) stipulated in article 40 of this Charter.
2. Upon written notice of resignation.
3. Upon resolution of the Board of Management.
4. Other cases to be stipulated by the Company in compliance with the applicable laws.

Article 42 Internal control section and risk management section under the Executive Management Board)
1. The internal control section shall have the following duties to control compliance:
(a) To check and supervise compliance by the Company, by relevant business sections and by securities practitioners of the Company with the laws, the Charter of the Company, resolutions of the General Meeting of Shareholders or of the Board of Management, and regulations, professional rules and risk management rules.
(b) To supervise implementation of the internal regulations, activities having potential conflict of interest within the Company, especially the business activities of the Company itself and personal transactions of employees of the Company; and supervise performance of responsibilities by officials and employees of the Company and performance of responsibilities by partners in respect of delegated activities.
(c) To check the content of and supervise implementation of the rules on professional ethics;
(d) To supervise calculation and compliance with the regulations on financial prudential ratios;
(e) To maintain separation of assets of clients;
(f) To preserve and store assets of clients;
(g) To control compliance with the laws on anti-money laundering;
(h) Other tasks delegated by the Director (General Director)
4. A person working in the internal control section must satisfy the following requirements:
(a) The head of the internal control section must be a person having professional qualifications in law, accounting or auditing; and having sufficient experience, prestige and authority to effectively perform his or her delegated duties;
(b) Not be a person affiliated to the head of any professional section, to any person conducting professional business activities, the Director (General Director), any deputy director (deputy general director), or the director of any branch of the securities company;
(c) Have a securities practising certificate or a certificate in relation to basic issues in the
securities and securities market and a certificate in relation to the laws on securities and
securities market or a securities practising certificate;
(d) Not hold concurrently another position in the securities company;
(e) Other requirements to be stipulated by the Company in compliance with the applicable laws.
3. The risk management section shall have the following duties:
(a) Determining policies on implementation and risk-bearing ability of the Company;
(b) Identifying risks of the Company;
(c) Measuring risks;
(d) Supervising, preventing, discovering and dealing with risks.

IV. Inspection Committee

Article 43 Duties and powers of the Inspection Committee
1. The Inspection Committee shall have the following duties:
(a) The Inspection Committee shall supervise the Board of Management and the Executive Management Board with respect to management and administration of the Company; and shall be responsible to the General Meeting of Shareholders for the performance of its duties;
(b) To inspect the reasonableness, legality, truthfulness and prudence in management and administration of business activities, in organization of the statistics and accounting work and
preparation of financial statements;
(c) To evaluate business reports, half-yearly and annual financial statements and reports on evaluation of the work of management of the Board of Management; and to submit reports on
evaluation of the business reports, half-yearly and annual financial statements of the Company and reports on evaluation of the work of management by the Board of Management to the General Meeting of Shareholders at its annual meeting;
(d) To review books of accounts and other documents of the Company, the management and
administration of the operations of the Company at any time deemed necessary or pursuant to
a resolution of the General Meeting of Shareholders or as requested by a shareholder or group
of shareholders as stipulated in Article 16.3(a)(iii) of this Charter;
(e) Upon request by a shareholder or group of shareholders as stipulated in Article 16.3(a)(iii) of this Charter, the Inspection Committee shall carry out an inspection within a period of seven (7) working days from the date of receipt of the request. The Inspection Committee must submit a report on results of the inspection of the issues required to be inspected to the Board of Management and the requesting shareholder or group of shareholders within a period of fifteen (15) days from the date of completion of the inspection. The inspections stipulated in this clause may not disrupt the normal activities of the Board of Management and shall not interrupt the business operations of the Company;
(f) Upon request for initiation of a legal action by a shareholder or group of shareholders as stipulated in Article 16.3(a)(viii), the Inspection Committee must make a response in writing confirming receipt of the request for initiation of a legal action and carry out the procedures for initiation of the legal action at the request of the shareholder within a period of fifteen (15) days from the date of receipt of the request for initiation of a legal action;
(g) To recommend to the Board of Management or the General Meeting of Shareholders changes and improvements of the organizational structure, management and administration of the business of the Company;
(h) Upon discovery of a member of the Board of Management or a member of the Executive Management Board who is in breach of the law, the Charter of the Company resulting in a violation of the rights and interests of the Company, of the shareholders or of clients or a violation of the obligations of a manager of the Company, to immediately notify in writing the matter to the Board of Management and request the person in breach to cease the breach and, at the same time, take measures to remedy any consequences. If such breach is serious or
the member in breach fails to terminate or remedy its breach on time upon request, the Inspection Committee must request convening of the General Meeting of Shareholder to propose further measures for resolution;
(i) In the case of a member of the Board of Management or of the Executive Management Board of the Company committing a serious breach of the law, the Inspection Committee must report in writing the matter directly to the SSC within seven (7) working days from the date of discovery of the breach;
(j) Where an inspector is aware that the members of the Board of Management or members of the Executive Management Board breach the law, the principles for administration and the Charter of the Company resulting in a violation of the rights and interests of the Company, but fails to report and to perform his or her stipulated responsibilities, such inspector shall be responsible for the matters relating to his or her duties;
(k) To perform other duties as stipulated in the Law on Enterprises and in resolutions of the
General Meeting of Shareholders;
(l) Other duties to be stipulated by the Company in compliance with the applicable laws.
2. The Inspection Committee shall have the following rights:
(a) To use an independent consultant to perform the assigned duties;
(b) Consultation with the Board of Management: the Inspection Committee may consult the Board of Management prior to submission of reports, conclusions and recommendations to the General Meeting of Shareholders;
(c) To be provided in full with information:
- The invitation notices to a meeting, written opinion form to obtain opinion from members
of the Board of Management and enclosed documents must be sent to members of the Inspection Committee at the same time and in the same manner as to members of the Board of Management;
- Reports of the Director (General Director) for submission to the Board of Management or other documents issued by the Company shall be sent to members of the Inspection Committee at the same time and in the same manner as to members of the Board of Management;
- Members of the Inspection Committee have the right to access files and documents of the Company kept at the head office, branches and other locations; and have the right to access locations where managers and employees of the Company work for performance of their duties;
- The Board of Management, the Director (General Director) and other managers must provide in full, accurately and in a timely manner information and documents relating to the management, administration and business operations of the Company upon demand by the Inspection Committee.
(d) To receive remuneration and other benefits:
- Members of the Inspection Committee shall be paid remuneration according to their work and be entitled to other benefits as decided by the General Meeting of Shareholders. The General Meeting of Shareholders shall decide on the total remuneration and annual  operating budget of the Inspection Committee based on the estimated number of working days, quantity and nature of work and average daily rate of remuneration of members;
- Members of the Inspection Committee shall be reimbursed for expenses for meals, accommodation, travel and for use of independent consultancy services at reasonable rates. The total amount of such remuneration and expenses shall not exceed the total annual operating budget of the Inspection Committee approved by the General Meeting of Shareholders, except where otherwise decided by the General Meeting of Shareholders;
- Remuneration and operating costs of the Inspection Committee shall be included in business expenses of the Company in accordance with the laws on corporate income tax and other relevant laws, and must be presented in a separate item in the annual financial statements of the Company.
3. During the performance of their duties, the members of the Inspection Committee shall have the following obligations:
(a) To comply with the law, the Charter of the Company, resolutions of the General Meeting of Shareholders and professional ethics in the exercise of delegated rights and duties.
(b) To exercise delegated rights and perform delegated duties honestly, prudently and to the best of their ability in the optimum lawful interest of the Company and shareholders.
(c) To be loyal to the interests of the Company and of shareholders of the Company; not to use information, secrets, business opportunities of the Company, or to abuse his or her position and powers and assets of the Company for their personal benefit or for the benefit of other organizations or individuals.
(d) Other obligations to be stipulated by the Company in compliance with the applicable laws.
4. Where the Inspection Committee breaches the obligations stipulated in clause 3 of this article causing loss and damage to the Company or to other persons, members of the Inspection Committee must bear personal or joint responsibility for compensating for such loss and damage. All income and other benefits which a member of the Inspection Committee gains directly or indirectly from a breach of their obligations shall belong to the Company.
5. Where it is discovered that a member of the Inspection Committee breaches an obligation during the exercise of delegated rights and duties, the Board of Management must notify the Inspection Committee in writing; and request the person in breach to cease the breach and take measures to remedy any consequences.

Article 44 Number of members and term of the Inspection Committee
1. The Inspection Committee shall have …members (the specific number to be stipulated by the Company).
2. The term of the Inspection Committee shall be …… years. Members of the Inspection Committee may be re-appointed for an unlimited number of terms.
3. More than half of the members of the Inspection Committee must reside permanently in Vietnam and at least one member must be an accountant or auditor. Such member must not be an employee of the finance or accounting section of the Company and must not be a member or employee of an independent auditor which currently audits the financial statements of the Company.
4. Upon expiry of the term of the Inspection Committee, if the new Inspection Committee has not been elected, the Inspection Committee of the term which has expired shall retain its rights and duties until a new Inspection Committee is elected and takes over the duties.
5. Members of the Inspection Committee shall be elected by the General Meeting of Shareholders. The selection shall be conducted on the principle of cumulative voting. The shareholders or groups of shareholders set out in Article 16.3(a)(xi) of this Charter shall have the right to nominate a candidate to the Inspection Committee in accordance with this Charter.

Article 45 Method of operation and meetings of the Inspection Committee
1. The Inspection Committee shall issue regulations on method of operation and order, procedures and method of holding meetings of the Inspection Committee.
2. The Inspection Committee shall hold at least …. meetings each year.
3. A meeting of the Inspection Committee shall be held when … or more of the total number of members attend.

Article 46 Criteria and conditions to be a member of the Inspection Committee
1. Being at least twenty one (21) years of age, with full capacity for civil acts, and not falling within the scope of persons prohibited from establishing and managing enterprises as stipulated in the Law on Enterprises;
2. Not holding managerial positions in the Company. Not being the related person of any member of the Board of Management, of the Executive Management Board or of other managers.
3. The head of the Inspection Committee must not act concurrently be a member of the inspection committee or a manager of another securities company.
4. Optional clause: having professional qualifications in securities and securities market; and having professional qualifications or trade experience in accounting or auditing or professional qualifications or experience in the financial or banking industry.
5. Other conditions and criteria to be stipulated by the Company in compliance with the applicable laws.

Article 47 Discharge and removal of members of the Inspection Committee
1. A member of the Inspection Committee shall be removed or discharged in the following circumstances:
(a) Failing to meet the criteria and conditions to be a member of the Inspection Committee as stipulated in article 46 of this Charter;
(b) Failing to exercise his or her rights and duties for six (6) consecutive months, except in the case of an event of force majeure;
(c) Upon written notice of resignation;
(d) Upon resolution of the General Meeting of Shareholders;
(e) Other cases to be stipulated by the Company in compliance with the applicable laws.
2. Where the Inspection Committee seriously breaches its obligations, threatening to cause loss and damage to the Company, the Board of Management shall convene the General Meeting of Shareholders to consider removal of the incumbent Inspection Committee and election of a new Inspection Committee to replace it.

(Model charter applicable to a securities shareholding company in Vietnam)

CHAPTER IV
Dealing with Relations with Relevant Partners

Article 48 Potential disputes
1. A dispute or claim arising between the following parties shall be considered as a dispute between the Company and a relevant partner:
(a) A shareholder and the Company;
(b) A shareholder and the Board of Management, the Inspection Committee, the executive Director (General Director) or a manager stipulated in the Charter of the Company;
(c) A client or other relevant partner and the Company.
2. Content of a dispute to be resolved: disputes relating to the operation of the Company, to the rights of shareholders arising from the Charter or from any right or obligation stipulated in the Law on Enterprises or other laws or administrative regulations.
Article 49 Method of dealing with or resolving disputes
1. Negotiation and settlement: the concerned parties shall try to resolve the dispute through negotiation and settlement. The chairman of the Board of Management shall preside over the resolution of the dispute, unless the dispute relates to the Board of Management or the chairman of the Board of Management.
Where a dispute relates to the Board of Management or the chairman of the Board of Management, either party may request or appoint an independent expert to act as the arbitrator for resolution of the dispute.
2. Reference of a dispute to economic arbitration or economic court [for resolution]: in the case of failure to reach a settlement decision within six (6) weeks from commencement of the process of settlement or if the parties do not accept the decision of the mediator, either party may refer such dispute to economic arbitration or an economic court [for resolution].
3. Expenses of negotiation and settlement and court fees:
(a) The parties shall bear their own expenses relevant to negotiation and settlement procedures;
(b) The court shall determine which party bears court fees.

Article 50 Transactions subject to approval
(a) Contracts and transactions between the Company and the following entities must be approved by the General Meeting of Shareholders or by the Board of Management:
- A shareholder or authorized representative of a shareholder holding more than thirty five (35) per cent of the ordinary shares of the Company and its related persons;
- A member of the Board of Management, and the Director (General Director);
- Related persons of a member of the Board of Management and of a member of the Executive Management Board.
(b) Any contract and transaction valued at less than fifty (50) per cent of the total value of assets recorded in the most recent financial statement of the Company (or another smaller percentage) shall be approved by the Board of Management. In this case, the legal representative shall send to members of the Board of Management and at the same time, display at the head office and branches of the Company the draft contract or give notice of the main contents of the transaction to members of the Board of Management. The Board of Management shall make a decision on approval of the contract or transaction within fifteen (15) days from the date of display; and any member with related interests shall not have the right to vote.
(c) Contracts and transactions other than the case stipulated in clause 1(b) of this article shall be approved by the General Meeting of Shareholders. The Board of Management shall submit
the draft contract or explain the main contents of the transaction at the General Meeting of Shareholders or collect written opinions from shareholders. In this case, shareholders with related interests shall not have the right to vote. Contracts and transactions shall be approved where shareholders representing sixty five (65) per cent of the total remaining votes agree.

Article 51 Voting for implementation of contracts or transactions with related parties
1. Upon voting for implementation of related transactions, the members of the Board of Management, of the Executive Management Council or of the Inspection Committee related to such transactions shall not be permitted to vote.
2. Any contracts and transactions which have been signed or performed without the approval stipulated in this Charter and the relevant laws shall be null and void and shall be dealt with in accordance with law.

Article 52 Reporting regime and disclosure of information
1. Obligation to disclose information:
(a) The Company must implement the regime on disclosure of information and provide periodical or individual reports in a complete and timely manner in accordance with the laws on securities and securities market or upon request of the competent State body. The Company shall be responsible for the accuracy and truthfulness of the disclosed information or data and of the reports;
(b) The disclosure of information shall be conducted in accordance with methods in order to ensure that shareholders and the public may access equally [information] at the same time. The language used for disclosure of information should be clear and plain in order to avoid any misunderstanding by shareholders and the public making investment.
2. Content of disclosure of information:
(a) The Company shall disclose information relating to the business operation of the Company, comprising:
- Periodical disclosure of information about annual financial statements accompanied by the report of the auditor;
- Extraordinary disclosure of information within twenty four (24) hours from the time of occurrence or discovery of an event as stipulated by law;
- Disclosure of information upon request of the competent administrative body.
(b) The Company must disclose information about the administration of the Company at annual meetings of the General Meeting of Shareholders or in the annual reports of the Company.
3. Organization of disclosure of information: the Company shall formulate and issue regulations on disclosure of information in accordance with the Law on Securities and its guidelines and, at the same time, appoint at least one full-time official in charge of disclosure of information who satisfies the following requirements:
(a) Having knowledge of accounting or finance, and certain information technology skills;
(b) Publicising his or her name and telephone number for shareholders to easily contact;
(c) Having sufficient time to perform his or her responsibilities, especially to contact shareholders, to record comments of shareholders and to periodically announce, to answer and respond to such comments and issues in relation to the administration of the Company as stipulated.
4. Person disclosing information: the disclosure of information shall be made by the legal representative of the Company or by the person who is authorized to disclose information. The legal representative of the Company shall be responsible for the content of information disclosed by the authorized person.

(Model charter applicable to a securities shareholding company in Vietnam)

CHAPTER V
Financial Management and Accounting

Article 53 Fiscal year
1. A fiscal year of the Company shall start on 1 January and shall end on 31 December each year.
2. The first fiscal year of the Company shall start on the date of establishment and shall end on 31 December of that year. Where the first fiscal year of the Company is less than four (4) months, the financial statements for such year shall be audited together with the [financial] statements for the next fiscal year.

Article 54 Accounting system
1. The Company shall use the Vietnamese Accounting System (VAS) or an accounting system approved by the Ministry of Finance and shall comply with accounting regimes applicable to securities companies issued by the Ministry of Finance and their guidelines. The Company shall be subject to the inspection of State bodies regarding implementation of the accounting and statistic regimes.
2. The Company must prepare books of accounts in Vietnamese and archive files and books of accounts in accordance with the form of business of the Company. Files and books of accounts must be correct, updated, systematic and sufficient to prove and explain the transactions of the Company.

Article 55 Auditing
1. Annual financial statements and reports on financial prudential ratios as at 31 December and semiannual financial statements and reports on financial prudential ratios as at 30 June of the Company must be audited and checked by an independent auditor.
2. The independent auditor and its staff conducting an audit for the Company must be approved by the SSC and adopted by the annual General Meeting of Shareholders upon recommendation of the Board of Management. The auditor auditing the statements for the first fiscal year shall be appointed by the Board of Management.
3. After the end of a fiscal year, the Company shall prepare annual financial statements and send them to an independent auditor. The independent auditor shall check, certify and provide its opinion about the annual financial statements and prepare an audit report and submit it together with a management letter to the Board of Management within two (2) moths from the end of the fiscal year.
4. The auditor conducting the audit for the Company shall be permitted to attend all meetings of the General Meeting of Shareholders and to receive notices and other information relating the General Meeting of Shareholders that the shareholders are entitled to receive and to express its opinion at the General Meeting about issues relevant to the audit.

Article 56 Principles for distribution of profit
1. Conditions for distribution of profits to shareholders: the Company may distribute profits to ordinary shareholders only when it generates profits from its business and has fulfilled its tax obligations and other financial obligations in accordance with law; and, at the same time, must ensure that debts and other property obligations are able to be paid in full after distribution of profits. Dividends paid to preference shares shall be in accordance with the respective conditions applicable to each type of preference shares.
2. Approval of distribution of profit: the General Meeting of Shareholders shall make a decision on the rate and form of distribution of profit and bonuses in accordance with law.
The rate of payment of dividends shall not exceed the rate recommended by the Board of Management.
3. The Board of Management may make a decision on payment of interim dividends if it considers that such payment is suitable to the profitability of the Company.
4. Date of closure of the list of shareholders and date of payment of dividends or bonus:
  The Board of Management shall make a decision on the date of closure of the list of shareholders and date of payment of dividends or bonuses in accordance with the plan of the General Meeting of Shareholders.

Article 57 Dealing with losses in business
Losses in the previous year shall be dealt with in the subsequent year if the Company generates profit from its business in such subsequent year.

Article 58 Establishment of funds in accordance with regulations
1. Each year, the Company shall set aside an amount from the after-tax profits for establishing the following funds:
(a) Reserve fund for supplementing charter capital;
(b) Reserve for finances and professional risks;
(c) Reward and welfare fund;
(d) Other funds stipulated by law.
2. The rate of contribution, limits of contribution and the management and use of the funds set out in clause 1 of this article shall be implemented in accordance with the applicable laws.

(Model charter applicable to a securities shareholding company in Vietnam)

CHAPTER VI
Extension of the Duration of Operation, Reorganization, Dissolution and Bankruptcy of  the Company

Article 59 Extension of the duration of operation
1. The Board of Management shall convene a meeting of the General Meeting of Shareholders at least seven (7) months prior to expiry of the duration of operation to approve the extension of the duration of operation of the Company upon proposal of the Board of Management.
2. The extension of the duration of operation of the Company shall be approved by at least sixty five (65) per cent or more of the total number of the votes of shareholders having the right to vote or by authorized representatives at the meeting of the General Meeting of Shareholders.

Article 60 Reorganization of the Company
1. The Company shall carry out consolidation, merger or conversion after obtaining an approval thereof of the SSC.
2. The order and procedures for consolidation, merger or conversion shall be carried out in accordance with the Law on Enterprises, the Law on Securities and relevant laws.

Article 61 Dissolution and liquidation
1. The Company shall be dissolved or terminate its operation in the following cases:
(a) The duration of operation as stated in this Charter expires and the Company does not apply for an extension, or has applied for an extension but has not obtained approval of the competent State body;
(b) The General Meeting of Shareholders makes a decision early dissolution of the Company. Where Company dissolves early, approval of the SSC shall be required;
(c) The Company does not have the minimum number of shareholders for a period of six (6) consecutive months as stipulated in the Law on Enterprises;
(d) The License for Establishment and Operation of the Company is revoked by the SSC or it is declared dissolved by a court.
2. The Company shall only be permitted to dissolve when it ensures payment in full of debts and other property obligations. In the case of insolvency, the Company must carry out dissolution in accordance with the Law on Bankruptcy and its guidelines.
3. The Board of Management shall establish a liquidation committee in order to deal with assets of the Company at the time of dissolution. Any issues arising during dissolution shall be resolved by the liquidation committee, and the liquidation committee shall be responsible to the Board of Management of the Company and before the law for its decisions.

Article 62 Bankruptcy
The bankruptcy of the Company shall be carried out in accordance with the law on bankruptcy applicable to enterprises operating in the financial and banking sector.

(Model charter applicable to a securities shareholding company in Vietnam)

CHAPTER VII
Procedures for Amendment of and Addition to the Charter

Article 63 Addition and amendment of the Charter
1. Any amendment of and addition to this Charter must be considered and decided by the General Meeting of Shareholders.
2. Where any regulations of law relate to the operation of the Company but have not been mentioned [in this Charter] or where new regulations of law are different from the articles of this Charter, such regulations of law shall automatically apply and shall regulate the operation of the Company.

(Model charter applicable to a securities shareholding company in Vietnam)

CHAPTER VIII
Effective Date

Article 64 Effective date
1. This Charter comprises … Chapters and …. articles and was passed by the General Meeting of Shareholders of the Securities Shareholding Company on date… month… year… in… and they approve the validity of the whole text of this Charter.
2. The Charter is made in ..... versions (subject to the need) with the same validity.
3. This is the sole and official Charter of the Company.
4. Any copies or extracts of the Charter of the Company shall only be valid when they bear the signature of the chairman of the Board of Management.
5. This Charter shall become effective from date… month… year…
6. Signatures of THE FOUNDING SHAREHOLDERS OR LEGAL REPRESENTATIVE OF THE COMPANY (in the case of amendment of and addition to the Charter)

(Sign, specify full name and affix a seal)