Model charter applicable to securities multi-member limited liability companies

Model charter applicable to securities multi-member limited liability companies in Vietnam in connection with Decision 210/2012/TT-BTC of Vietnamese Finance Ministry.

Model charter applicable to securities multi-member limited liability companies in Vietnam

A securities multi-member limited liability company 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 multi-member limited liability 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 Capital Contribution Portions;Members
SECTION 1 Capital Contribution Portions
Article 11 Assignment of capital contribution portions or shares
Article 12 Redemption of capital contribution portion and shares
Article 13 Method of increasing or reducing the charter capital
SECTION 2 Founding Members of the Company;Rights and Obligations of Members
Article 14 Information about the founding members
Article 15 Rights of the members of the Company
Article 16 Obligations of the members
Article 17 Register of members

CHAPTER III Management and Administration of Multi Members Limited Liability Companies

Article 18 Organizational and management structure of a company
Article 19 Powers of the Members” Council
Article 20 Convening meetings of the Members” Council
Article 21 Authorized representatives
Article 22 Conditions and procedures for conducting meetings of the Members’ Council Article 23 Passing of resolutions by the Members” Council
Article 24 Minutes of meetings of the Members” Council
Article 25 Chairman of the Members” Council
Article 26 Internal audit section and risk management section under the Members” Council
Article 27 Composition, obligations and powers of the Executive Management Board
Article 28 Criteria and conditions to be the Director (General Director)
Article 29 Removal or discharge of the Director (General Director)
Article 30 Internal control section and risk management section under the Executive Management Board)
Article 31 Number of members and term of the Inspection Committee
Article 32 Duties and powers of the Inspection Committee
Article 33 Method of operation and meetings of the Inspection Committee
Article 34 Criteria and conditions to be a member of the Inspection Committee
Article 35 Removal or discharge of members of the Inspection Committee

CHAPTER IV Dealing with Relations with Relevant Partners
Article 36 Potential disputes
Article 37 Method of dealing with or resolving disputes
Article 38 Transactions subject to approval
Article 39 Voting for implementation of contracts or transactions with related parties
Article 40 Reporting regime and disclosure of information

CHAPTER V Financial Management and Accounting
Article 41 Fiscal year
Article 42 Accounting system
Article 43 Auditing
Article 44 Principles for distribution of profit
Article 45 Dealing with losses in business
Article 46 Establishment of funds in accordance with regulations

CHAPTER VI Extension of the Duration of Operation, Reorganization, Dissolution and Bankruptcy of the Company
Article 47 Extension of the duration of operation
Article 48 Reorganization of the Company
Article 49 Dissolution and liquidation
Article 50 Bankruptcy

CHAPTER VII Procedures for Amendment of and Addition to the Charter
Article 51 Addition and amendment of the Charter

CHAPTER VIII Effective Date

Article 52 Effective date

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.

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 Multi-Member Limited Liability Company (LLC);
(b) “Charter capital” means the total value of the portions of capital contribution made by the members 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 or the chairman of the Members’ Council, a
member 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) “Vietnam” means the Socialist Republic of Vietnam.
(k) “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:
Multi member limited liability 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 Members” Council 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 Members” Council, 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 Members” Council 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 Members” Council 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 Members” Council shall automatically act as the legal representative of the Company until the the Members” Council  appoints another person to the aforesaid position (or similarly applicable to the case of the chairman of the Members” Council 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 members:
(a) To clearly fix responsibilities between the Members” Council and the chairman of the Members” Council or the Inspection Committee for management in compliance with law;
(b) To establish a communication system with members to ensure provision of complete information and equal treatment among members aimed at maintaining the lawful rights and interests of the members;
(c) Not conduct the following practices:
- To give an undertaking about income or profit for members;
- To illegally hold any benefit or income derived from shares or capital contribution portions
of  members;
- To finance or provide guarantees, directly or indirectly, to members; to provide loans in any form to the members of the Inspection Committee, of the Members” Council, the members of the Executive Management Board, the Chief Accountant and other managerial positions appointed by the Members” Council and related persons of the aforesaid persons;
- To create income for members by way of redeeming shares or capital contribution portions from such members in any form which is not consistent with law;
- To violate the rights of members 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 or of the Members” Council, the Head
of the Inspection Committee and members of the Executive Management Board:
(a) A member of the Board of Management or of the Members” Council of the Company must not act concurrently as a member of the board of management or of the members” council 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.

CHARTER II

Capital Contribution Portions; Members
SECTION 1
Capital Contribution Portions

Article 11 Assignment of capital contribution portions

(a) Capital contribution portions in the Company may be freely transferred, except for the cases in which transfer is restricted in accordance with the Law on Enterprises, the Law on Securities and the provisions of this Charter.
(b) Founding members may not assign their shares within three years from the date of establishment, except for assignment to other founding members in the Company and such assignment must ensure the shareholding ratio of the founding members as stipulated by the applicable laws. Upon expiry of the aforesaid time-limit, all restrictions on capital contribution portions of the founding members shall be lifted. The restriction on assignment by founding members shall only apply to the capital contribution portions at the date of establishment of the Company.
3. Any assignment of capital contribution portions for a capital contributing member to hold ten (10) percent or more of the paid-up charter capital of the Company must be approved by the SSC, unless assignments under the decision of a court.

Article 12 Redemption of capital contribution portion
1. The Company may only redeem capital contribution portions upon satisfaction of all conditions and ratio of redemption set out by law.
2. Cases of redemption of capital contribution portions or shares:
(a) Redemption at the request of a member:
- A member shall have right to demand the Company to redeem its capital contribution portion if such member votes against a resolution of the Members’ Council on the reorganization of the Company or on the change of rights and obligations of members  stipulated in the Charter of the Company. The demand for redemption of capital contribution portions must be made in writing and sent to the Company within a time-limit of…. business days from the date on which the Members” Council passes the resolution on the aforesaid issues.
- When there is a demand of a member for redemption of its capital contribution portion and the two parties are unable to agree a price, the Company must redeem the capital contribution portion of such member at the market price (or on other principles specified by the Company) within fifteen (15) days from the date of receipt of such demand. Payment may only be made if, after the full payment for such redeemed capital contribution portion, the Company will still be able to satisfy all debts and other property obligations.
Where the Company does not redeem the capital contribution portion, is unable to make payment for the capital contribution portion subject to the demand for redemption or does not reach an agreement on a price for redemption, the member demanding the Company to redeem its capital contribution portion has the right to assign its capital contribution portion to another person. In this case, the assignment shall not be compulsorily carried out in accordance with article 44 of the Law on Enterprises.

Article 13 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 Members” Council if it satisfies the requirements of the applicable laws.
2. Method of increasing the charter capital of the Company:
- Increasing the contributed capital1 of members;
- Raising contributed capital from new members.
3. A decrease of the charter capital of the Company shall be decided by the Members” Council, but it must satisfy conditions on legal capital stipulated by the applicable regulations after the decrease of capital.

SECTION 2

Founding Members of the Company; Rights and Obligations of Members

Article 14 Information about the founding members

(a) Founding members being members making capital contribution and participating in preparation, approval and signing of the initial Charter of the Company.
(b) Basic information about the founding members:
- 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….. .
- Portion of contributed capital, value of contributed capital of each founding member (with respect to a limited liability company with two or more members);
(c) The founding members must jointly hold capital contribution portions accounting for …..% of the charter capital. The founding members 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 15 Rights of the  members of the Company
(a) To attend meetings of the Members’ Council, to discuss resolutions, and to vote on the matters within the authority of the Members’ Council. Where an individual being a member who is held in custody or put in temporary detention, is serving a prison sentence or is deprived of his practising rights by a court because he or she commits a crime of smuggling, production of fakes, illegal trading, tax evasion, deception of clients and other crimes as stipulated by the law, such member may authorise another person to participate in the Members” Council for management of the Company;
(b) To have the number of votes in proportion to its capital contribution portion;
(c) To examine, sight, look up, copy or make an extract of the register of members, transaction monitoring records, books of account, annual financial statements, books of minutes of meetings of the Members’ Council and other papers and documents issued by the Company;
(d) To be distributed with profits in proportion to its capital contribution portion after the Company has paid taxes in full and discharged all other financial obligations in accordance with law;
(e) To be distributed with the remainder of the value of assets of the Company in proportion to its capital contribution portion in the Company upon dissolution or bankruptcy of the Company;
(f) To be given priority in making additional capital contributions to the Company upon any
increase of charter capital of the Company; to be entitled to assign all or part of its capital contribution portion in accordance with the law;
(g) To dispose of its capital contribution portion by way of assignment, inheritance, donation or other methods in accordance with law;
(h) A member or a group of members holding more than twenty five (25) per cent of the charter capital (or a smaller percentage as stipulated by the Company) shall have the right to request that a meeting of the Members’ Council be convened to deal with issues within its authority or request the Inspection Committee to inspect each specific issue relating to management or administration of the operation of the Company;
(i) Where the Company has a single member owning more than seventy five per cent (75%) of the charter capital (and the Company has not provided a smaller percentage in accordance
with paragraph (h) of this clause), the minority members which join together shall automatically have the right stipulated in paragraph (h) of this clause;
(j) In several cases, a member shall be entitled to initiate in his or her own name or in the name of the Company a legal action against the chairman of the Members” Council or the Director (General Director) for civil liability in accordance with law. The order and procedures for initiation of a legal action shall be conducted in accordance with the laws on civil proceedings;
(k) Other rights to be stipulated by the Company in compliance with the applicable laws.

Article 16 Obligations of the members
(a) To contribute in full and on time the amount of capital as undertaken and to be liable for the debts and other property obligations of the Company up to the amount of capital it undertakes to contribute;
(b) To comply with the Charter of the Company and regulations on internal management of the Company;
(c) To observe decisions of the Members’ Council;
(d) Where a member owns ten (10) per cent or more of the charter capital of the Company, such member 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 members and, at the same time, must notify fully in a timely manner the Company in some cases stipulated by the law;
(e) To perform other obligations as stipulated by law.
(f) Other obligations to be stipulated by the Company in compliance with the applicable laws.

Article 17 Register of members
1. The Company must establish and maintain a register of members from the date of issuance of the License for Establishment and Operation.
2. The register of members must contain the main particulars as stipulated by the Law on Enterprises:
3. The form of the register of members: in the form of a document, an electronic file or both (as determined by the Company).
4. The register of members shall be kept at the head office of the Company.
5. The chairman of the Members” Council shall be responsible to certify in a timely and complete manner capital contribution portions for members 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 members or third parties caused by the failure to perform the aforesaid obligations. .
6. Other provisions to be provided by the Company in compliance with the applicable laws.

CHAPTER IV

Management and Administration of Multi Members Limited Liability Companies

Article 18 Organizational and management structure of a company

1. Members” Council.
2. Executive Management Board.
3. Inspection Committee.

Article 19 Powers of the Members” Council
1. the Members’ Council comprising all members shall be the highest decision-making authority of the Company. Where a member is an organization, such member shall appoint its authorized representative to be on the Members’ Council.
2. The Members’ Council shall have the following rights and duties:
- To make decisions on annual business plans and developmental strategies of the Company;
- To make decisions on increase or reduction of charter capital and on the timing and method of raising additional capital;
- To make decisions on the form of investment and investment projects valued at more than ….. per cent of the total value of assets recorded in the most recently publicized financial statements of the Company (a specific percentage shall be stipulated by the Company);
- To make decisions on solutions for market development, marketing and technology transfer; to approve loan agreements and contracts for sale of assets valued at …. Or more per cent of the value of assets recorded in the most recently published financial statements of the Company;
- To elect, remove or discharge the chairman of the Members’ Council; to make decisions on the appointment, removal, dismissal, signing and termination of contracts of the Director (General Director), Chief Accountant and other managers stipulated in this Charter; and to make decisions on salary, bonus and other benefits for the chairman of the Members” Council, the Director (General Director), the Chief Accountant and other managers stipulated in this Charter;
- To approve annual financial statements, plans for use and distribution of profits or plans for dealing with losses of the Company;
- To make decisions on the organizational and management structure of the Company;
- To make decisions on the establishment of subsidiary companies, branches, representative offices and transaction offices;
- To make amendments of or additions to the Charter of the Company;
- To make decisions on reorganization of the Company;
- To make decisions on dissolution or to petition for bankruptcy of the Company;
- To formulate standard rules on convening of meetings, voting at meetings of the Members” Council; to formulate regulations on order and procedures for selection, appointment and removal of the chairman of the Members” Council, the Director (General Director), and managers and rules and procedures for co-ordination of operation between the Members” Council and the Inspection Committee or the Executive Management Board; and to formulate a mechanism for assessment of operation, rewards and discipline in respect of the chairman of the Members” Council, the Executive Management Board, and other managers;
- To establish sections or appoint persons to carry out internal audit and risk control;
- Resolution of conflicts in the Company: to prevent and resolve conflicts which may arise between members and the Company. The Members” Council may appoint officials to implement necessary systems or establish a specialized section to resolve conflicts within the Company or serve such purpose;
- 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);
- Other rights and duties stipulated in the Law on Enterprises, the Law on Securities and in
the relevant laws;
- Other rights and duties to be stipulated by the Company in compliance with the applicable laws.

Article 20 Convening meetings of the Members” Council
1. Number, time, method of holding [meetings] and location of meetings:
(a) A meeting of the Members’ Council may be convened at any time upon request by the chairman of the Members’ Council or request by a group of members as stipulated in article 16.2(i) and (h) of this Charter (in the case of a limited liability company with two or more members) but there must be at least one meeting every quarter.
(b) A meeting of the Members’ Council must be held at the head office of the Company (or another location to be stipulated by the Company).
2. Authority to convene a meeting of the Members” Council:
(a) The chairman of the Members” Council shall be responsible to convene meetings of the Council by a written [invitation] (or by notification in other forms stipulated by the Company).
The content of the written invitation to the meeting must be complete in accordance with the
Law on Enterprises;
(b) Where a meeting is convened at the request of the member or group of members set out in article 16.2(i) and (h) of this Charter, the chairman of the Members” Council must convene such meeting within a time-limit of fifteen (15) days from the date of receipt of the request;
(c) Where the chairman of the Members’ Council does not convene a meeting of the Members’ Council within the stipulated time-limit, the requesting member or group of members may convene a meeting of the Members’ Council; and in this case, if considered necessary, shall request the competent administrative body to supervise the organization and convening of the meeting of the Members’ Council; and, at the same time, has the right to take legal action in its or their name or in the name of the Company against the chairman of the Members’ Council for not performing his or her managerial obligations, thereby causing loss and damage to its or their legitimate interests;
(d) Where the chairman of the Members’ Council does not convene a meeting of the Members’ Council as stipulated, he or she must bear personal liability before the law for any loss and damage arising to the Company and the relevant members of the Company.
3. Program and agenda of meetings of the Members” Council:
(a) The chairman of the Members’ Council shall prepare or organize the preparation of the agenda and content of documents of meetings;
(b) A member has the right to make written recommendations on the agenda and send such recommendations to the Company at least one (1) working day prior to the date of the meeting of the Members’ Council. Where a recommendation is submitted immediately prior to a meeting, it shall be approved if the majority of the attending members so agree. The content of the recommendation must be correct in accordance with the Law on Enterprises.

Article 21 Authorized representatives
1. Where a member is an organization, such member shall appoint its authorized representative to be on the Members’ Council. An authorized representative must satisfy the criteria and conditions stipulated in the Law on Enterprises. An authorized representative shall have the number of votes in proportion to the portion of capital contribution [he is] authorized [to represent].
2. The appointment or replacement of an authorized representative must be in writing and must be notified to the Company within seven (7) working days from the date of appointment. The notice must contain the main contents set out in the Law on Enterprises and shall take effect from the date on which the Company receives the notice.
3. An authorized representative shall exercise the rights and perform the obligations of a member of the Members’ Council in the name of such member in accordance with the Law on Enterprises.
4. An authorized representative shall be obliged to attend all meetings of the Members’ Council; to exercise the rights and perform the obligations of a member of the Members’ Council in an honest and prudent manner and to his or her best ability for optimum protection of the legitimate interests of the member and the Company.

Article 22 Conditions and procedures for conducting meetings of the Members’ Council
1. A meeting of the Members’ Council shall be conducted where the attending members represent at least ….. per cent of the charter capital.
2. Where a meeting does not satisfy the condition stipulated in clause 1 of this article to be conducted, the meeting may be convened for a second time within fifteen (15) days from the date on which the first meeting was intended to be conducted. A meeting of the Members’ Council which is convened for a second time shall be conducted where the attending members represent at least fifty (50) per cent of the charter capital.
3. Where a meeting which has been convened for a second time does not satisfy the condition to be conducted, it may be convened for a third time within ten (10) working days from the date on which the second meeting was intended to be conducted. In this case, the meeting of the Members’Council shall be conducted irrespective of the number of attending members and of the amount of charter capital represented by attending members.
4. The procedures for conducting meetings of the Members’ Council shall be stipulated by the Company.
5. In the case of a single member limited liability company: a meeting of the Members’ Council shall be conducted where at least two thirds (⅔) of the members attend.

Article 23 Passing of resolutions by the Members” Council
1. The Members” Council shall pass resolutions which fall within its power by way of voting at the meeting or collecting written opinions (or otherwise as stipulated by the Company). [Resolutions on] the following issues must be passed by way of voting at meetings of the Members’ Council (unless otherwise stipulated by the Company):
(a) Amendment of or addition to the Charter of the Company;
(b) Decisions on the developmental direction of the Company;
(c) Election, discharge, removal of the chairman of the Members’ Council; and appointment,
discharge or removal of the Director (General Director);
(d) Approval of annual financial statements;
(e) Reorganization or dissolution of the Company;
(f) Other issues to be stipulated by the Company in compliance with the applicable laws.
2. Passing of resolutions by the Members” Council:
- A resolution of the Members’ Council shall be passed at a meeting when it is approved by the number of votes representing at least sixty five (65) per cent of the aggregate contributed capital of the attending members. In respect of decisions relating to the 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, the amendment of and addition to the Charter of the Company, and the reorganization or dissolution of the Company, the approval by a number of votes representing at least …. per cent of the aggregate contributed capital of the attending members shall be required;
- Where a resolution is passed by way of collection of written opinions, it shall be approved if a number of members representing at least …..per cent of the charter capital approves. The procedures for passing of a resolution by the Members’ Council by way of collection of written opinions shall be performed in accordance with the Law on Enterprises.
3. A resolution of the Members’ Council shall take legal effect from the date of passing or from the effective date specified in the resolution.

Article 24 Minutes of meetings of the Members” Council
1. All meetings of the Members” Council must be recorded in minutes which shall be kept at the head office.
2. All attending members and their representatives must sign the minutes of a meeting of the Members” Council. Where a resolution of the Members” Council is passed in accordance with regulations, but a minority member or its representative refuses to sign the minutes of the meeting of the Members” Council, his or her signature for certification of attendance of the meeting shall be considered as his or her signature to the minutes of the meeting of the Members” Council.
3. Minutes of each meeting of the Members’ Council must be completed and approved immediately prior to the closing of the meeting. The minutes must include the main details in accordance with the law.

Article 25 Chairman of the Members” Council
1. The chairman of the Members’ Council shall be elected by the Members” Council from its members.
2. The term of office of the chairman of the Members” Council shall be …… years. The chairman of the Members” Council may be re-appointed for an unlimited number of terms.
3. The chairman of the Members’ Council shall have the following rights and duties:
(a) To prepare or to organize the preparation of working programs and plans of the Members’
Council;
(b) To prepare or to organize the preparation of programs, agenda and documents for meetings of the Members’ Council or for collecting opinions of members;
(c) To convene and preside over meetings of the Members’ Council or to organize the collection of opinions of members;
(d) To supervise or to organize the supervision of implementation of decisions of the Members’ Council;
(e) To sign decisions of the Members’ Council on behalf of the Members’ Council;
(f) Other rights and duties in compliance with law;
(g) Other rights and duties to be stipulated by the Company in compliance with the applicable
laws.
4. In his or her absence, the chairman of the Members’ Council shall authorize a member in writing to perform the rights and obligations of the chairman of the Members’ Council in accordance with the principles stipulated in this Charter. Where no member is authorized or the chairman of the Members’ Council is not able to act, all other members shall elect one person from the members to perform temporarily the rights and obligations of the chairman of the Members’ Council on the principle of absolute majority.
5. The chairman of the Members” Council shall have the following obligations:
(a) To comply with the law, the Charter of the Company, resolutions of the Members” Council.
(b) To exercise delegated rights and perform delegated duties honestly and prudently in order to assure the optimum legitimate interests of the Company and the members;
(c) To be loyal to the interests of the Company and the members; not to use information, know-how or business opportunities of the Company; not to abuse its, his or her position and power or to use assets of the Company for the personal benefit of itself, himself or herself, or other organizations or individuals;
(d) To notify the Company in a timely, complete and accurate manner of an enterprises of which he or she and any related person is the share of capital contribution; and this notice shall be displayed at the head office and branches of the
Company;
(e) The chairman of the Members” Council shall not be entitled to any increase in salary or bonus when the Company is not able to pay all of its due debts;
(f) To perform other obligations as stipulated by law.
(g) To perform other obligations to be stipulated by the Company in compliance with the applicable laws.

Article 26 Internal audit section and risk management section under the Members” Council
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;

II. Executive Management Board

Article 27 Composition, obligations and powers of the Executive Management Board
1. The composition of the Executive Management Board 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 Members” Council. The term of office of the Director (General Director) shall be…years; [the Director (General Director)] may be re-appointed for an unlimited number of terms.
3. The Director (General Director) is the person who manages the day-to-day business operations of the Company, is subject to supervision by the Members” Council and is responsible to the Members’Council and before the law for the exercise of his or her delegated rights and the performance of his or her delegated duties.
4. Obligations and powers of the Executive Management Board and of its members shall be similar to those stipulated in Articles 39.3, 39.4 and 39.5 of this Charter.

Article 28 Criteria and conditions to be the Director (General Director)
1. Having full capacity for civil acts and not belong to the category of persons prohibited from establishing and managing enterprises as stipulated in the Law on Enterprises.
2. Owning at least ten per cent (10%) of the charter capital of the Company (in the case of a limited liability company with two or more members) or having professional expertise and experience in business management or experience in business management or in the lines of business of the Company.
3. Not working concurrently for another enterprise.
4. In the case of a single member limited liability company: not be a related person of [a member of] the Members” Council or of a person with the authority to appoint the authorized representative.
5. 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.
6. Where the securities company is a subsidiary company of 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 the managers of the parent company and of the representative of the share of State owned capital in the Company.

Article 29 Removal or 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 to be a director (or general director) stipulated in Article 58 of this Charter.
2. Upon written notice of resignation.
3. Upon resolution of the Members” Council.
4. Other cases to be stipulated by the Company in compliance with the applicable laws.

Article 30 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.

III. Inspection Committee

Article 31 Number of members and term of the Inspection Committee
1. Members of the Inspection Committee shall be elected by the Members” Council. The principles for election of members of the Inspection Committee shall be stipulated by the Members” Council.
2. Other provisions in relation to the Inspection Committee shall be similar to those in Article 44 of this Charter.
Article 32 Duties and powers of the Inspection Committee
1. The Inspection Committee shall have the following duties:
(a) The Inspection Committee shall supervise the Members” Council (in the case of a single member limited liability company), the chairman of the Members” Council and the Executive Management Board with respect to management and administration of the Company; and shall be responsible to  the Members” Council 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 statistics and accounting work and preparation of financial statements;
(c) To evaluate reports on business operations, half-yearly and annual financial statements and reports on evaluation of the management of the Members” Council or the chairman of the
Members” Council and the Executive Management Board. To submit reports on evaluation of
the annual business reports and financial statements of the Company and reports on evaluation of the management of the Members” Council or the chairman of the Members” Council and the Executive Management Board to the Members” Council;
(d) To recommend to the Members” Council any changes and improvements of the organizational structure, management and administration of the business
operations of the Company;
(e) 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 Members” Council or as requested by a member or group of members stipulated in Article 16.2(i) or (h) of this Charter (in the case of a limited liability company with two or more members). To submit a report or explanatory statement on the issues required to be inspected to the the Members” Council or the requesting group of members within a period of ….. days from the date of completion of the inspection. Inspections stipulated in this clause may not disrupt the normal activities of the Members” Council (in the case of a single member limited liability company) and shall not interrupt the
business operations of the Company;
(f) Upon discovery of a member of the Members” Council, the chairman of the Members” Council or a member of the Executive Management Board in breach of the law or the Charter of the Company resulting in a violation of the rights and interests of the Company, of members or of clients or a violation of the obligations of a manager of the Company, to give immediate written notice to the Members” Council and to request the person in breach to cease the breach and 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 a meeting of the Members” Council to propose further measures for resolution;
(g) In the case of a member of the Members” Council, the chairman of the Members” Council or 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;
(h) Where an inspector is aware that a member of the Members” Council, the chairman of the
Members” Council or the Executive Management Board of the Company breaches the law, or
the principles for administration or the Charter of the Company resulting in a violation of the
rights and interests of the Company, but fails to perform his or her stipulated responsibilities,
such inspector shall be responsible for the matters relating to his or her duties;
(i) To perform other duties upon request or in resolutions of the Members” Council;
(j) 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) To consult the Members” Council or the chairman of the Members” Council or the Executive Management Board prior to submission of reports, conclusions and recommendations to the Members” Council;
(c) To be provided in full with information:
- The invitation notices to a meeting, written opinion forms to obtain opinion from members
of the Members” Council 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 Members” Council;
- Reports of the Director (General Director) for submission to the Members” Council 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 Members” Council;
- 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 chairman of the Members” Council, 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 Members” Council. The Members” Council 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 Members” Council, except where otherwise decided by the Members” Council;
- 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 Members” Council 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 members;
(c) To be loyal to the interests of the Company and of members 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 stipulated by the law;
(e) 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, the members of the Inspection Committee must bear personal or joint responsibility for compensating for such damage. All income and other benefits which a member of the Inspection Committee gains directly or indirectly from a breach of their obligations stipulated in this clause 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 Members” Council or the chairman of the Members”Council must notify the Inspection Committee in writing; and request the person in breach to cease the breach and to take measures to remedy any consequences.

Article 33 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 34 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 35 Removal or discharge of members of the Inspection Committee
1. A member of the Inspection Committee shall be removed or discharged in the following cases:
(a) Failing to meet the criteria and conditions to be a member of the Inspection Committee as
stipulated in 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 Members” Council;
(e) Other cases to be stipulated by the Company in compliance with the applicable laws.
2. Where the Inspection Committee commits a serious breach of its obligations, threatening to cause loss and damage to the Company, the chairman of the Members” Council shall convene a meeting of the Members” Council to consider removal of the incumbent Inspection Committee and election of a new Inspection Committee to replace it.

CHAPTER III

Dealing with Relations with Relevant Partners

Article 36 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 member and the Company;
(b) A member and the Inspection Committee, the chairman of the Members” Council, 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 members arising from the Charter or from any right or obligation stipulated in the Law on Enterprises or other laws or administrative regulations.
Article 37 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 Members” Council shall preside over the resolution of the dispute, unless the dispute relates to the chairman of the Members” Council.
Where a dispute relates to the chairman of the Members” Council, 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 38 Transactions subject to approval
(a) A contract or transaction between the Company and the following entities must be approved by the Members’ Council:
- Members of the Members” Council, the authorized representative of a member, the Director (General Director), the legal representative of the Company and a related person of such persons;
- A manager of the parent company, a person authorized to appoint managers of the parent company and a related person of such persons;
(b) The legal representative of the Company must send to the members of the Members’ Council 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 any such transaction intended to be conducted.
The Members’ Council must make a decision on approval of the contract or transaction within ….. days from the date of display; in this case, the contract or transaction shall be approved upon agreement by the members representing at least seventy (75) per cent of the total number of shares with voting rights. The interested members to such contracts or transactions may not vote.

Article 39 Voting for implementation of contracts or transactions with related parties
1. Upon voting for implementation of related transactions, of the Members” Council, 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 40 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 members 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 members 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 Members” Council 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 members to easily
contact;
(c) Having sufficient time to perform his or her responsibilities, especially to contact members, to record comments of members 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.

CHAPTER IV
Financial Management and Accounting

Article 41 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 42 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 43 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.
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.

Article 44 Principles for distribution of profit
1. Conditions for distribution of profits to members: the Company may distribute profits to its members 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. 2. Approval of distribution of profit: the Members” Council shall make a decision on the rate and form of distribution of profit and bonuses in accordance with law.
3. Date of closure of the list of members and date of payment of profits or bonus:
the Members” Council shall make a decision on the date of closure of the list [of members] and date of payment of profit or distribution of bonuses.

Article 45 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 46 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.

CHAPTER V

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

Article 47 Extension of the duration of operation

1. The chairman of the Members” Council shall convene a meeting of the Members” Council 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 Members” Council.
2. The extension of the duration of operation of the Company shall be approved by at least sixty five (65) per cent of members present in person or by authorized representatives at the meeting of the Members” Council.

Article 48 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 49 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 Members” Council makes a decision early dissolution of the Company. Where Company dissolves early, approval of the SSC shall be required;
(c) 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 Members” Council 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 Members” Council and before the law for its decisions.

Article 50 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.

CHAPTER VI

Procedures for Amendment of and Addition to the Charter

Article 51 Addition and amendment of the Charter

1. Any amendment of and addition to this Charter must be considered and decided by the Members” Council.
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.

CHAPTER VII
Effective Date

Article 52 Effective date
1. This Charter comprises … Chapters and …. articles and was passed by the Members” Council of the Securities Multi Members Limited Liability 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 Members” Council or at least half (1/2) of the total members of the Members” Council.
5. This Charter shall become effective from date… month… year…
6. Signatures of THE FOUNDING MEMBERS  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)