Model charter of fund management shareholding companies

Model charter of fund management shareholding companies in Vietnam  issued with Circular 212-2012-TT-BTC of the Ministry of Finance dated 5 December 2012 providing guidelines for establishment, organization and operation of fund management companies.

Model charter of fund management shareholding companies

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom – Happiness
___________________________________

Standard Form Charter of Fund Managemen Shareholding Companies

Legal Bases:

- The Law on Securities dated 29 June 2006;
- The Law on Amendment of and Addition to a Number of Articles of the Law on Securities dated 24
November 2010;
- The Law on Enterprises dated 29 November 2005 and its implementing guidelines;
- Decree 58-2012-ND-CP dated 20 July 2012 making detailed regulations and providing guidelines for
implementation of a number of articles of the Law on Securities (amended);
- Circular 212-2012-TT-BTC of the Ministry of Finance dated 5 December 2012 providing guidelines
for establishment, organization and operation of fund management companies;
- Other relevant legal instruments,

(Model charter of fund management shareholding companies)

CHAPTER I
General Provisions

Article 1 Definitions

Unless otherwise stipulated in the articles or in the context of this Charter, the following terms have the meaning as defined below:
(a) Company means <name of the company>;
(b) Charter capital means the amount of capital actually contributed by shareholders/members/the owner of the Company and recorded 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 Law 62-2010-QH12 dated 24 November 2010 on amendment of and addition to a number of articles of the Law on Securities dated 29 June 2006;
(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) Date of establishment means the date on which the Company is issued with a licence for establishment and operation.
(f) Law means all legal instruments stipulated in article 1 of the Law on Promulgation of Legal Instruments issued on 12 November 1996 and the Law on amendment of and addition to a number of articles of the Law on Promulgation of Legal Instruments dated 16 December 2002;
(g) Manager of the Company means the Chairman of the Members’ Council, the Chairman of the Company, the Chairman of the Board of Management, a member of the Board of Management, a member of the Members’ Council, the Director or General Director and other managerial positions <as stipulated in the Charter of the Company>;
(h) Related [affiliated] persons means individuals or organizations with interactive relations as stipulated in article 6.34 of the Law on Securities;
(i) Vietnam means the Socialist Republic of Vietnam;
(j) SSC means the State Securities Commission;
(k) LL means limited liability.
2. In this Charter, the reference to any article or document includes documents which amend or supplement or replace such clause or document.
3. Headings are incorporated for reference only and do not affect the meaning of this Charter. Words or terms defined in the Law on Securities and the Law on Enterprises have the same meaning in this Charter if they do not conflict with the subject or context.

Article 2 Name of the Company
1. Full name in Vietnamese:
2. Full name in English:
3. Transaction name:
4. Abbreviated name:
5. Any change to the name of the Company shall be decided by the General Meeting of Shareholders/the Members” Council/the Owner of the Company and must be approved by the SSC.

Article 3 Form of ownership and scope of liability
1. The Company is organized in the form of a LL/shareholding company, and is established, organizes its management and operates pursuant to the Law on Securities and relevant laws on the terms and conditions set out in this Charter.
2. The Owner of the Company (in the case of a one [single] member LL company) and members/shareholders contributing capital to establish the Company are responsible for debts and other property obligations of the Company within the scope of their capital contribution/charter capital of the Company.
3. The Company has legal entity status, has its own seal and bank accounts, and is financially independent.
4. The Company is established on the basis that shareholders/members/the Owner voluntarily participate in contributing capital.

Article 4 Addresses of head office, and offices of branches and representative offices in Vietnam (specify house number, street, ward, district, city and province)
1. Head office of the Company:
- Address:
- Telephone:
- Facsimile:
- Website (if any):
2. Office of the branch(es) of the Company:
- Address:
- Telephone:
- Facsimile:
3. Representative office(s) of the Company:
- Address:
- Telephone:
- Facsimile:
4. The opening or closure of a branch or representative office and any change to the location of the head office or of the office of a branch or representative office shall be decided by the General Meeting of Shareholders/the Members” Council/the Owner of the Company and must be approved by the SSC.

Article 5 Business operations
The Company is permitted to conduct business activities as stated in its licence for establishment and operation issued by the SSC, comprising the following activities:
- Management of securities investment funds;
- Management of securities investment portfolios;
- Securities investment consultancy.

Article 6 Duration of operation
The duration of operation of the Company is … year(s) (or indefinite) commencing from the date of issuance of the licence for establishment and operation, and may be extended in accordance with law at the time of expiry of such duration, unless the operation is terminated pursuant to a decision of the General Meeting of Shareholders/the Members’ Council/the Owner of the Company or pursuant to a decision of a competent State agency.

Article 7 Legal representative
The General Director (Director)/the Chairman of the Board of Management/the Chairman of the Members’ Council/the Chairman of the Company shall be the legal representative of the Company. The legal representative of the Company must permanently reside in Vietnam; in a case where he or she is absent from Vietnam for more than thirty (30) days, he or she must authorize another member of the Company to exercise the rights and perform the obligations of the legal representative of the Company as stipulated in this Charter.
Information about the Legal Representative of the Company:
Mr/Ms:    Gender:
Date of birth:   Nationality:
ID”s card/passport number: Date of issue: Place of issue:
Permanent residential address:

(Model form charter of fund management shareholding companies)

CHAPTER II
Charter Capital – Shares – Share Certificates – Shareholders

Article 8 Charter capital and increase or decrease of charter capital

1. The charter capital of the Company is VND….. (….. billion Vietnamese dong) contributed in cash by shareholders/members/the Owner of the Company.
2. The charter capital of the Company may increase or decrease depending on the business and investment needs and on the operational scale of the Company in accordance with applicable law.
3. The Company may increase its charter capital in the following forms:………..
4. The Company may decrease its charter capital in the following forms:………..
5. The Company must make a report to the SSC before and after increasing or decreasing the charter capital and must ensure that the increase or decrease of the charter capital of the Company shall comply with law.

A. Shareholding Company
[Articles 9 to 24 are applicable to shareholding companies.]

Article 9 Shares of the Company
1. The Shareholding Company must have ordinary shares. Persons holding ordinary shares shall be referred to as ordinary shareholders.
2. The Shareholding Company may have preference shares. Persons holding preference shares shall be referred to as preference shareholders.
Preference shares shall be of the following classes:
(a) Voting preference shares;
(b) Dividend preference shares;
(c) Redeemable preference shares;
d) Other preference shares as stipulated in the Charter of the Company.
3. Only founding shareholders may hold voting preference shares. The voting preference of founding shareholders shall be valid for three years only from the date of issuance of the licence for establishment and operation of the Company. After such period, voting preference shares of founding shareholders shall be converted into ordinary shares.
4. Persons being entitled to purchase dividend preference shares, redeemable preference shares and other preference shares shall be stipulated in the Charter of the Company or decided by the General Meeting of Shareholders.
5. Each share of the same class shall entitle its holder to the same rights, obligations and interests.
6. Ordinary shares may not be converted into preference shares. Preference shares may be converted into ordinary shares pursuant to a decision of the General Meeting of Shareholders.

Article 10 Offer for sale and assignment of shares
1. The Board of Management shall determine the timing and method of [offer for sale] and the price at which shares will be offered for sale in respect of the number of shares which may be offered for sale. The price at which shares are offered shall not be lower than the market price at the time of offering or the most recent value recorded in the books of shares, except in the following cases:
(a) Initial offering of shares to persons other than founding shareholders;
(b) Shares offered to all shareholders in proportion to their current respective percentage of shares in the Company;
(c) Shares offered to brokers or underwriters1. In this case, the specific amount of discount or rate of discount must be approved by the shareholders representing at least seventy five (75) per cent of the total number of shares with voting rights;
(d) Other cases; and the rates of discount in such cases shall be stipulated in the Charter of the Company.
2. In the case where the Company issues additional ordinary shares and offers such shares to all ordinary shareholders in proportion to their current respective percentage of shares in the Company, the following provisions must be implemented:
(a) The Company must notify shareholders in writing by a method guaranteed to reach their permanent residential addresses. The notice must be published in three consecutive issues of a newspaper within ten (10) working days from the date of notification.
(b) The notice must contain full name, permanent address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, head office address, nationality, number of establishment decision or number of business registration in respect of a shareholder being an organization; the current number of shares and percentage of shares of shareholders in the Company; total number of shares intended to be issued and number of shares which a shareholder is entitled to subscribe for; offered selling price of shares; time-limit for registration to subscribe; full name and signature of the legal representative of the Company. The time-limit stipulated in the notice must be reasonably sufficient for shareholders to register to subscribe for shares. The notice must be accompanied by a registration form for share subscription issued by the Company;
(c) Shareholders have the right to transfer their priority right for subscription for shares to other persons;
(d) If a registration form for share subscription is not returned to the Company within the notified time-limit, the relevant shareholder shall be deemed to have rejected2 the priority right for subscription. Where shareholders and transferees of priority rights for subscription do not register to subscribe for all of the shares intended to be issued, the remaining number of shares intended to be issued shall be managed by the Board of Management. The Board of Management may allocate such shares to shareholders of the Company or to other persons in a reasonable manner with conditions not more favorable than the conditions offered to shareholders, except where otherwise approved by the General Meeting of Shareholders or where shares are sold through a Stock Exchange.
3. Shares shall be deemed to have been sold upon full payment and correct and full entry of the details of the purchaser stipulated in article 16.2 of this Charter in the register of shareholders; from such point of time, the purchaser of shares shall become a shareholder of the Company.
4. After shares are sold, the Company must issue and deliver share certificates to the purchasers. The Company may sell shares without delivering share certificates. In this case, the details of a shareholder stipulated in article 16.2 of this Charter as recorded in the register of shareholders shall be sufficient to certify the ownership of shares of such shareholder in the Company.
5. Shares may be freely assigned, except in the cases stipulated in article 17.3 and article 20.3 of this Charter. Assignment shall be conducted in writing by normal methods or by hand delivery of share certificates. Assignment documents must be signed by the assignor and the assignee or their authorized representatives. The assignor shall remain the owner of the relevant share until the name of the assignee is registered in the register of shareholders.
Where only a number of shares in a named share certificate are assigned, the old share certificate shall be cancelled and the Company shall issue a new share certificate recording the number of shares assigned and the remaining number of shares.
6. The conditions, methods and procedures for offering shares to the public shall comply with the laws on securities.

Article 11 Redemption of shares
1. Redemption of shares upon demand by shareholders:
(a) A shareholder voting against the re-organization of the Company or against a change to the rights and obligations of shareholders stipulated in the Charter of the Company may demand the Company to redeem its shares. Such demand 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 fifteen (15) working days from the date on which the General Meeting of Shareholders passed a resolution on a matter referred to in this clause.
(b) The Company must redeem shares upon demand by the shareholder at the market price at the time of redemption or on the basis of the reasonable value stated in the plan for reorganization of the Company or in the evaluation report of an independent consultancy organization from the date of receipt of the demand. Where there is disagreement relating to the price, such shareholder may sell shares to other persons.
2. Redemption of shares pursuant to resolution of the Company:
2.1 The Company is permitted to redeem no more than thirty (30) per cent of the total number of ordinary shares sold for use as treasury shares. [Owners of] treasury shares are not entitled to the rights arising from the issue of shares for payment of dividends or issue [of shares] for increase of share capital from the equity.
2.2 If the Company redeems its own shares to use as treasury shares, it must satisfy the following conditions:
(a) The Board of Management shall decide on redemption of treasury shares if the number of shares to be redeemed does not exceed ten (10) per cent of the total number of shares issued within each twelve (12) month period. Other cases must be passed by the General Meeting of Shareholders.
(b) Pursuant to the most recent financial statements which have been audited or reviewed, the Company has sufficient capital to redeem treasury shares [which is sourced] from share capital surplus or from the investment and development fund or from undistributed after-tax profit or from other equity to be used to redeem treasury shares in accordance with law;
(c) The plan for purchase of treasury shares has been passed by the General Meeting of Shareholders or the Board of Management, which specifies the reason for purchase, the method of purchase, the purchase price, the entities eligible to purchase, the percentage of shares to be purchased in comparison with the charter capital, the procedures and period for implementation of the transaction, the period for payment to the shareholders, and the
proposed period for holding such shares;
(d) Upon purchase of treasury shares, the minimum liquidity ratio must reach one hundred and eighty (180) or more per cent and the equity must not be lower than the legal capital.
2.3 The Company is not permitted to redeem treasury shares in the following cases:
(a) The Company currently has overdue debts pursuant to the most recent financial statements which have been audited or reviewed;
(b) The Company is in the process of offering to sell shares in order to raise additional capital;
(c) Shares of the Company are currently the subject of a public offer;
(d) The Company has purchased treasury shares within six months, except for the following cases: redemption of shares in accordance with article 90 of the Law on Enterprises, redemption of odd lots in accordance with the plan for issue of shares for payment of  dividends, or issue of shares from the equity;
(dd) The Company purchases treasury shares and sells treasury shares in the same tranche;
(e) The Company fails to satisfy the requirements in clause 2.2(d) of this article or is currently subject to a warning in accordance with the law on prudential requirements.
2.4 Except where the redemption is implemented on the basis of the ratio of ownership of each shareholder or where the Company makes a public offer of issued shares, the Company is not permitted to purchase treasury shares from the following entities:
(a) Members of the Board of Management, of the Inspection Committee (if any) or of the Executive Committee and related persons;
(b) Persons holding shares which are restricted from being assigned in accordance with law and the fund management company charter;
(c) Major shareholders as stipulated in the Law on Securities.
The provisions in sub-clauses (a) and (c) of this clause shall not apply where the Company has listed or registered for trading of shares on the Stock Exchange and redeems shares by the method order matching.
2.5 The Company is permitted to sell treasury shares when it satisfies the following conditions:
(a) Treasury shares are only permitted to be sold after six months from the end of the most recent treasury share purchasing tranche, except where treasury shares are sold to or used as bonus shares for employees in the Company;
(b) There is a resolution of the Board of Management passing the selling plan, specifying the period for implementation and the principles for valuation;
(c) In the case of sale of treasury shares in the form of a public offer of securities, the Company shall implement in accordance with the law on public offer of securities.
2.6 The use of treasury shares to distribute to existing shareholders or to reward [give bonuses to] employees must be passed by the General Meeting of Shareholders, and the Company must ensure that it has, based on its most recent financial statements as audited or reviewed, sufficient reciprocal capital from the following sources:
(a) Capital surplus [premium];
(b) Investment and development fund;
(c) Undistributed after-tax profit;
(d) Other funds (if any) to be used to supplement the charter capital in accordance with law.

Article 12 Conditions for payment for and dealing with redeemed shares
1. The Company may only pay shareholders for redeemed shares in accordance with article 11 of this Charter if, after such redeemed shares are paid for, the Company shall still be able to satisfy in full its debts and other property obligations.
2. All shares redeemed in accordance with article 11 of this Charter shall be considered shares not yet sold amongst the shares which may be offered for sale.
3. Share certificates certifying the ownership of redeemed shares must be destroyed immediately after the corresponding shares are paid for in full. The Chairman of the Board of Management and the Director or General Director must be jointly responsible for any damage caused to the Company by failure to destroy or by delayed destruction of share certificates.
4. After the redeemed shares are paid for in full, if the total value of assets recorded in the accounting books of the Company is reduced by more than ten (10) per cent, the Company must notify all creditors thereof within fifteen (15) days from the date on which the redeemed shares are paid for in full.

Article 13 Inheritance of shares
The inheritance of shares of the Company shall be implemented in accordance with applicable law.

Article 14 Issue of bonds
1. The Shareholding Company may issue bonds, convertible bonds and other classes of bonds in accordance with law and the Charter of the Company.
2. The Company may not issue bonds in the following cases, unless otherwise stipulated by the laws on securities:
(a) Payment has not been made in full for the principal and interest of issued bonds, payment has not been made.  or not been made in full. for due debts in three consecutive preceding years;
(b) The average after-tax profit rate of the three consecutive preceding years is not higher than the interest rate intended to be paid for the bonds to be issued.
The issue of bonds to creditors being selected financial institutions is not restricted by the provisions in sub-clauses (a) and (b) of this clause.
3. Unless otherwise stipulated in the Charter of the Company, the Board of Management has the right to make decisions on the class of bonds, total value of bonds and timing of issue, but must report to the General Meeting of Shareholders at its nearest meeting. The report must be accompanied by documents and files to explain the decision of the Board of Management on issue of bonds.
Article 15 Share certificates
1. Share certificates may or may not indicate names. A share certificate of the Company must contain the following main details:
(a) Name and head office address of the Company;
(b) Number and date of issuance of the licence for establishment and operation;
(c) Number of shares and class of shares;
(d) Par value of each share and total par value of shares included in the share certificate;
(e) In the case of a named share certificate, full name, permanent residential address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, head office address, nationality, number of establishment decision or number of business registration in respect of a shareholder being an organization;
(f) Summary of procedures for share assignment;
(g) Sample signature of the legal representative and seal of the Company;
(h) Registration number in the register of shareholders of the Company and date of issuance of the share certificate;
(i) Preference share certificates shall also include other details as stipulated in articles 20, 21 and 22 of this Charter.
2. Where there are errors in the contents and form of a share certificate issued by the Company, the rights and interests of its owner shall not be affected. The Chairman of the Board of Management and the Director or General Director shall be jointly liable for any damage caused by such errors to the Company.
3. Where a share certificate is lost, torn, burnt or otherwise destroyed, the shareholder shall be reissued with a share certificate at the request of such shareholder. Such request of a shareholder must contain the following undertakings:
(a) That the share certificate has actually been lost, torn, burnt or otherwise destroyed; in the case of loss, in addition, it must be undertaken that all efforts have been exercised to search for the share certificate and that, if found, such share certificate shall be returned to the Company for destruction;
(b) That [shareholder] shall be responsible for any disputes arising from the re-issuance of a new share certificate. In the case of a share certificate which has a par value of more than ten (10) million Vietnamese dong, prior to acceptance of a request for issue of a new share certificate, the legal representative of the Company may request that the owner of the share certificate post a notice of the fact that the share certificate has been lost, torn, burnt or otherwise destroyed and make a request to the Company to issue a new share certificate after fifteen (15) days from the date of posting of the notice.
4. Where a share certificates of the Company is listed on the securities market, then the share certificate registration activities shall be governed by the law on securities and securities market.

Article 16 Register of shareholders
1. The Company shall establish and maintain a register of shareholders from the date of issuance of the licence for establishment and operation. The register of shareholders may be in the form of a written document or an electronic file, or both.
2. A register of shareholders must contain the following main details:
(a) Name and head office address of the Company;
(b) Total number of shares which may be offered for sale, classes of shares which may be offered for sale, and number of shares of each class which may be offered for sale;
(c) Total number of shares of each class already sold and value of share capital already contributed;
(d) Full name, permanent residential address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a member being an individual; name, head office address, nationality, number of establishment decision or number of business registration in respect of a member being an organization;
(dd) Number of shares of each class of each shareholder and date of share registration.
3. The register of shareholders shall be retained at the head office of the Company or at Vietnam Securities Depository. Shareholders have the right to inspect, consult or make an extract or copy of the register of shareholders during business hours of the Company or of Vietnam Securities Depository.

Article 17 Shareholders
1. Shareholders of the Company may be either legal entities or individuals, holding [they must hold] at least one issued share of the Company.
2. Founding shareholders of the Company means the shareholders involved in formulating, approving and signing the initial Charter of the Company.
3. Right of founding shareholders to assign shares:
Founding shareholders of the Company are not permitted to assign their shares within 3 years from the date of issuance of the licence for establishment and operation, except for assignment to other founding shareholders in the Company. Where a founding shareholder is required to liquidate its assets pursuant to a decision of a court or of a competent State administrative agency, such founding shareholder is permitted to assign [such assets] to another shareholder and the shareholder receiving assignment shall automatically become the founding shareholder of the Company.
4. Structure of capital contribution by founding shareholders:
No. Name, head office address, BRC number
(legal entity); permanent residential address,
ID”s card or passport number (individual)
Amount of capital contribution
Ratio of capital contribution

Article 18 Rights of ordinary shareholders
1. Ordinary shareholders have the following rights:
(a) To attend and express opinions at the General Meeting of Shareholders and to exercise the right to vote directly or through an authorized representative; each ordinary share shall carry one vote;
(b) To receive dividends at the rate decided by the General Meeting of Shareholders;
(c) To be given priority in subscribing for new shares offered for sale in proportion to the number of ordinary shares each shareholder holds in the Company;
(d) To assign freely their shares;
(dd) To sight, consult or make an extract of information in the list of shareholders with voting rights and to request amendment of incorrect information;
(e) To sight, consult 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;
(g) Upon dissolution or bankruptcy of the Company, to receive a part of the remaining assets in proportion to the number of shares held in3 the Company;
(h) Other rights in accordance with the Charter of the Company.
2. A shareholder or a group of shareholders holding more than ten (10) per cent of the total ordinary shares for a consecutive period of six months or more, or holding a smaller percentage as stipulated in the Charter of the Company, has the following rights:
(a) To nominate candidates to the Board of Management and the Inspection Committee (if any);
(b) To sight and make an extract of the book of minutes and resolutions of the Board of Management, mid-year and annual financial statements in accordance with the forms of the Vietnamese accounting system, and reports of the Inspection Committee;
(c) To request the convening of a General Meeting of Shareholders in the cases stipulated in clause 3 of this article;
(d) To request the Inspection Committee to inspect each issue relating to the management and administration of the operation of the Company where it is considered necessary. The request must be made in writing and must contain full name, permanent residential address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, permanent residential address, nationality, number of establishment decision or number of business registration in respect of a shareholder being an organization; number of shares and date of registration of shares of each shareholder, total number of shares of the group of shareholders and the percentage of ownership in the total number of shares of the Company; issues to be inspected and purposes of the inspection;
(dd) Other rights in accordance with the Charter of the Company.
3. A shareholder or a group of shareholders stipulated in clause 2 of this article has the right to request the convening of a General Meeting of Shareholders in the following cases:
(a) The Board of Management commits a serious breach of the rights of shareholders or the obligations of managers or makes a decision which falls outside its delegated authority;
(b) 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;
(c) Other cases as stipulated in the Charter of the Company.
The request must be made in writing and must contain full name, permanent residential address, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, permanent residential address, nationality, number of establishment decision or number of business registration in respect of a shareholder being an organization; number of shares and date of registration of shares of each shareholder, total number of shares of the group of shareholders and the percentage of ownership in the total number of shares of the Company; and grounds and reasons for the request to convene a meeting of the General Meeting of Shareholders. The request must be accompanied by documents and evidence of the breaches of the Board of Management and the seriousness of such breaches, or on the decision which falls outside its authority.
4. Unless otherwise stipulated in the Charter of the Company, the nomination of candidates to the Board of Management and the Inspection Committee stipulated in clause 2(a) of this article shall be carried out as follows:
(a) Ordinary shareholders forming voluntarily a group which satisfies the stipulated conditions to nominate candidates to the Board of Management and the Inspection Committee must notify attending shareholders of the formation of a group no later than the commencement of the General Meeting of Shareholders;
(b) Based on the number of members of the Board of Management and the Inspection Committee, a shareholder or group of shareholders stipulated in clause 2 of this article has the right to nominate one or more persons as decided by the General Meeting of Shareholders as candidates to the Board of Management and the Inspection Committee. Where the number of candidates nominated by a shareholder or a group of shareholders is lower than the number of candidates that they are entitled to nominate as decided by the General Meeting of Shareholders, the remaining candidates shall be nominated by the Board of Management, the Inspection Committee and other shareholders.

Article 19 Obligations of ordinary shareholders
1. To pay in full for the shares undertaken to be subscribed upon request as stipulated in the law on securities and securities market; to be liable for debts and other property obligations of the Company to the extent of the amount of capital contributed to the Company.
Not to withdraw the ordinary share capital contributed from the Company in any form, except where shares are redeemed by the Company or other persons. Where a shareholder withdraws a part or all of the share 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 to the extent of the value of shares withdrawn.
2. To comply with the Charter and the regulations on internal management of the Company.
3. To observe resolutions of the General Meeting of Shareholders and the Board of Management.
4. To perform other obligations in accordance with the Charter of the Company.
5. An ordinary shareholder must bear personal liability where it performs one of the following acts in any form in the name of the Company:
(a) Breach of the law;
(b) Conducting business and other transactions for the personal benefit of itself or other organizations or individuals;
(c) Premature payment of debts where the Company is likely to be in financial danger.

Article 20 Voting preference shares and rights of voting preference shareholders
1. A voting preference share is a share which carries more votes than an ordinary share.
(The number of votes per voting preference share shall be stipulated in the Charter of the Company.)
2. Voting preference shareholders have the following rights:
(a) To vote on matters which fall within the authority of the General Meeting of Shareholders with the number of votes in accordance with clause 1 of this article;
(b) Other rights as ordinary shareholders, except as stipulated in clause 3 of this article.
3. Voting preference shareholders may not assign such shares to other persons.

Article 21 Dividend preference shares and rights of dividend preference shareholders
1. A dividend preference share is a share for which dividend is paid at a rate higher 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.
2. Dividend preference shareholders have the following rights:
(a) To receive dividends at the rates stipulated in clause 1 of this article;
(b) 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;
(c) Other rights as ordinary shareholders, except as stipulated in clause 3 of this article.
3. Dividend preference shareholders shall not have 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 22 Redeemable preference shares and rights of redeemable preference shareholders
1. A redeemable preference share is a share the contributed capital of which is redeemed 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.
2. Other rights of redeemable preference shareholders are the same as those of ordinary shareholders, except as stipulated in clause 3 of this article.
3. Redeemable preference shareholders shall not have 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 23 Payment of dividends
1. Dividends paid to preference shares shall be in accordance with the respective conditions applicable to each type of preference shares.
2. Dividends paid to ordinary shares shall be determined on the basis of the realized net profit and payment for dividends shall be sourced from profits retained by the Company. The Shareholding Company may pay dividends to shareholders only when the Company has fulfilled its tax obligations and other financial obligations in accordance with law; has made appropriations for all funds of the Company and has made up fully for previous losses in accordance with law and the Charter of the Company; and after payment of all intended dividends, the Company will be able to satisfy its debts and other property obligations which become due.
Dividends may be paid in cash, by shares of the Company or by other assets as stipulated in the Charter of the Company. Where payment is made in cash, it must be made in Vietnamese dong and may be made by cheque or money order mailed to the permanent residential address of shareholders.
Dividends may be paid by bank transfer where the Company has sufficient bank details of a shareholder to enable direct transfer to the bank account of such shareholder. If the Company has made a bank transfer based on the exact banking details as informed by a shareholder, the Company shall not be responsible for any damage arising from such transfer.
3. The Board of Management shall prepare a list of shareholders to be paid dividends and shall determine the rate of dividend paid for each share and the time-limit and method of payment no later than thirty (30) days prior to each payment of dividends. The notice on payment of dividends must be sent by a method guaranteed to reach the registered addresses of all shareholders no later than fifteen (15) days prior to the actual payment of dividends. The notice must specify the name of the Company; full name, permanent residential address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, permanent residential address, nationality, number of establishment decision or number of business registration in respect of a shareholder being an organization; number of shares of each class of such shareholder, dividend rate for each share and total dividends to be paid to such shareholder, and time and method for payment of dividends; full name and signature of the Chairman of the Board of Management and the legal representative of the Company.
4. Where shares are assigned between the [time of] completion of the list of shareholders and the time of payment of dividends, the assignor shall receive the dividends from the Company.

Article 24 Recovery of payments for redeemed shares or dividends
Where a payment for redeemed shares is made other than in accordance with article 12.1 of this Charter or where dividends are paid other than in accordance with article 23 of this Charter, all shareholders shall surrender to the Company the monies or other assets received; where a shareholder is not able to surrender same to the Company, such shareholder and the members of the Board of Management shall be jointly liable for the debts and other property obligations of the Company to the extent of the monies or assets which have been paid to shareholders but have not been surrendered.

(Model charter of fund management shareholding companies)
CHAPTER III
Organizational and Management Structure of the Company

Article 35 Organizational form of the Company
The Company shall operate in the form of a shareholding company.

Article 36 Director or General Director
The Director or General Director of the Company shall manage the day-to-day business operations of the Company, and shall be responsible before the Members’ Council/the Chairman/the Board of Management of the Company and before the law for the exercise of his or rights and the performance of his or her duties.

Article 37 Rights and duties of the Director or General Director
1. To organize the implementation of resolutions of the Members” Council/Board of Management or the Chairman of the Company.
2. To make decisions on all issues relating to the day-to-day business operations of the Company.
3. To organize the implementation of business plans and investment plans of the Company.
4. To issue the regulations on internal management of the Company.
5. To appoint, remove and dismiss managerial positions in the Company, except for those under the scope of authority of the Members” Council/Board of Management or the Chairman of the Company.
6. To sign contracts in the name of the Company, except for those under the scope of authority of the Chairman of the Members” Council or of the Chairman of the Company.
7. To make recommendations with respect to the organizational structure of the Company.
8. To submit the final annual financial statements to the Members’ Council or the Chairman of the Company.
9. To recommend the plan for use of profits or for dealing with losses in business.
10. To recruit employees.
11. Other rights and duties stipulated in the Charter of the Company and in the labour contract which the Director or General Director entered into with the Company and in accordance with a resolution of the Members” Council or of the Board of Management or of the Chairman of the Company.

Article 38 Criteria and conditions to become Director or General Director
1. A Director or General Director must satisfy the following criteria and conditions:
(a) Having full capacity for civil acts and not being prohibited from management of enterprises by the law on enterprises;
(b) Being an individual owning at least ten (10) per cent of the charter capital of the Company, or other conditions as stipulated in the Charter of the Company;
(c) Not being a related person of a member of the Members’ Council or of the Chairman of the Company, of a person authorized to directly appoint the authorized representative or of the Chairman of the Company;
(d) Satisfying conditions to become the Director or General Director as stipulated in the law on securities.
2. In the case of a subsidiary company where the State share of capital contribution or State owned capital accounts for more than fifty (50) per cent of the charter capital, in addition to the criteria and conditions stipulated in clause 1 of this article, the Director or General Director may not be the spouse, father, adoptive father, mother, adoptive mother, child, adopted child or sibling of the managers and of a person authorized to appoint the managers of the parent company.

Article 39 Remuneration, salary and bonus of managers of the Company
1. The Company has the right to pay remuneration, salary and bonus to the members of the Members” Council, the Chairman, the members of the Board of Management, the Director or General Director and other managers of the Company in accordance with its business results and efficiency.
2. The remuneration and salary of the members of the Members” Council, the Chairman, the members of the Board of Management, the Director or General Director and other managers of the Company shall be included in business expenses in accordance with the law on corporate income tax and other relevant laws, and must be recorded as a separate item in annual financial statements of the Company.

Article 40 Internal audit
1. The Company shall establish an internal audit department under the Board of Management or the Members” Council or the Owner of the Company.
2. Personnel of the internal audit department must satisfy the requirements of law applicable to their positions.
3. Responsibilities of the internal audit department
(a) To inspect and evaluate the organizational structure, corporate governance activities, and operation and co-ordination of each department and each position in order to prevent conflicts of interest and to protect the interests of clients;
(b) To inspect and evaluate the completeness, effectiveness, efficiency of and level of compliance with the provisions of law and of the Charter of the Company; internal control system; internal policies and procedures comprising code of professional ethics, professional rules, risk management rules and system, information technology system, accounting, reporting and information disclosure system and rules, procedures for receiving and dealing with denunciations and claims from clients, and other internal regulations;
(c) To check the validity, lawfulness, truthfulness, level of care of and compliance with risk management and professional rules;
(d) To conduct audits of all operations of all departments of the Fund Management Company;
(dd) To make recommendations on solutions for perfecting and improving operational effectiveness and efficiency of the Company; to monitor results of implementation of recommendations after audit as approved by the Board of Management or the Members” Council or the Chairman of the Company.
4. The internal audit activities must ensure the following principles:
(a) Independence
The internal audit department is independent of other departments of the Fund Management Company and is not subject to management by the Executive Committee of the Fund Management Company; the activities of the internal audit department are independent of other activities of the Fund Management Company;
(b) Objectiveness
The internal audit must be conducted objectively, equally, without prejudice, and must not be subject to any influence or interference when it is conducted;
(c) Honesty
The internal audit work must be carried out honestly, prudently and responsibly;
(d) Co-ordination
The internal audit department has the sole right to have unlimited access to information and documents of the Company. Members of the Executive Committee and staff of the Fund Management Company are responsible to co-ordinate with each other and to completely, promptly, honestly and accurately provide relevant information and documents at the request of the internal audit department. All departments of the Company are responsible to notify the internal audit department when any weakness, outstanding issue, default, risk or major loss of assets of the Company or of a client is discovered;
(dd) Confidentiality
The internal audit department and its staff are not permitted to disclose any information obtained during the course of audit, except for the case of disclosure to competent State administrative agencies in accordance with law.

Article 41 Internal control
1. The Company must establish an internal control system in compliance with the organizational structure of the Company, establish an internal control department directly under the Executive Committee, and promulgate internal control rules comprising professional policies, regulations and procedures and other internal rules. The internal control department has the following responsibilities:
(a) To conduct supervision in order to ensure that the activities of each position and each department and of the entire Company comply with law, professional policies and rules and internal rules of the Company; to supervise the performance of responsibilities by all staff in the Company for the activities delegated or authorized on the following principles:
- The mechanism for delegation and authorization must be clear, specific, transparent, and must separate duties and powers of individuals and departments in the Company. The professional rules must separate functions and duties of each position and each department in the Company from the analysis, evaluation, agreement or approval or decisions on implementation, organization of implementation, reporting and supervision upon implementation;
- An individual is not permitted to concurrently hold multiple positions and perform the duties with conflicting or overlapping purposes or interests; or may independently or on his/her own implement an entire professional process being analysis, evaluation, decision, organization of implementation, reporting and supervision without consulting with other departments or individuals in respect of both business activities of the Company and activities of management of assets of clients;
(b) To participate in formulating and supervising organization of implementation of internal policies, regulations, procedures and rules of the Company in order to prevent conflicts of interest; to supervise implementation of the code of professional ethics; to summarise, archive, conduct statistics and supervise business activities of the Company and personal transactions of staff of the Company;
(c) To participate in formulating rules, and organizing implementation of risk management work for the operation of the Company and for each type of product and each entrusting client; to promptly identify and evaluate the level of risk, establish restrictions on investment in order to mitigate the level of risks and take measures for prevention and management of potential risks in professional activities of the Company;
(d) To conduct supervision in order to ensure that the net asset values of [investment] portfolios and fund certificates are determined in accordance with law and internal rules; that assets and human resources of the Company are managed safely and efficiently; that assets of clients are managed separately and independently; and that financial statements, operational reports, reports on prudential requirements and other reports of the Company are prepared in a truthful, accurate and timely manner and are fully updated in accordance with law;
(dd) To supervise and ensure [operation of] the financial information system and to implement management honestly, completely, timely and accurately; to have a back-up information system which promptly deals with such situations as natural disasters, fire, explosion and so forth, ensuring maintenance of continuous operation of the Company;
(e) To propose options for resolving or dealing with disputes, conflicts of interest and claims from clients or [trading] partners; and to propose back-up plans for remedying consequences upon occurrence of any event;
(g) To perform the function of internal audit where the Fund Management Company is not required to establish an internal audit department as stipulated by law.
2. Personnel of the internal audit department must satisfy the requirements of law applicable to their positions.

C. Shareholding Company
[Articles 57 to 85 are applicable to Shareholding Companies.]
General Meeting of Shareholders

Article 57 General provisions
The General Meeting of Shareholders shall include all shareholders entitled to vote and shall be the highest decision-making authority of the Company.

Article 58 Powers and duties of General Meeting of Shareholders
1. The General Meeting of Shareholders has the following rights and duties:
(a) To pass the development direction of the Company;
(b) To make decisions on the classes of shares and total number of shares of each class which may be offered for sale; to make decisions on the rate of annual dividend for each class of shares, unless otherwise stipulated in the Charter of the Company;
(c) To elect, remove or discharge members of the Board of Management and members of the Inspection Committee;
(d) To make investment decisions or decisions on sale of assets valued at fifty (50) or more per cent of the total value of assets recorded in the most recent financial statement of the Company (not including assets of entrusting investors and funds managed by the Company), unless the Charter of the Company stipulates some other percentage;
(dd) To make decisions on amendments of and additions to the Charter of the Company, except for adjustment of the charter capital as a result of sale of new shares within the number of shares which may be offered as stipulated in the Charter of the Company;
(e) To approve annual financial statements;
(g) To make decisions on redemption of more than ten (10) per cent of the total number of shares of each class already sold;
(h) To consider and deal with breaches by the Board of Management and the Inspection Committee that cause damage to the Company and its shareholders;
(i) To make decisions on re-organization and dissolution of the Company;
(k) Other rights and duties as stipulated by the Company.
2. Shareholders being organizations have the right to appoint one or more authorized representatives to exercise their rights as shareholders in accordance with law; in the case where more than one authorized representative is appointed, the specific number of shares and the specific number of votes of each representative must be specified. The appointment, termination or change of an authorized representative must be notified in writing to the Company at the earliest possible time.
The notification must contain the following basic details:
(a) Name, head office address, nationality, number and date of establishment decision or business registration of the shareholder;
(b) Number of shares, classes of shares and date of registration as a shareholder with the Company;
(c) Full name, permanent residential address, nationality, number of people’s identity card, passport or other lawful personal identification of the authorized representative;
(d) Number of shares for which the representative has been appointed;
(dd) Term of authorized representation;
(e) Full name and signature of the authorized representative and of the legal representative of the shareholder.
The Company must send the notification of the authorized representative stipulated in this clause to the SSC within a time-limit of five working days from the date of receipt of notification.

Article 59 Authority to convene and cases of convening meeting of General Meeting of Shareholders
1. The General Meeting of Shareholders shall convene annual or extraordinary meetings, and there shall be at least one meeting of the General Meeting of Shareholders per year. The location of meetings of the General Meeting of Shareholders must be within the territory of Vietnam.
2. The General Meeting of Shareholders must hold its annual meeting within a time-limit of four months from the end of the financial year. At the request of the Board of Management, the SSC may extend such time-limit, but not beyond six months from the end of the financial year.
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 Director or General Director;
(d) Amount of dividend payable on each class of share;
(dd) Other matters within its authority.
3. The Board of Management must convene an extraordinary meeting of the General Meeting of Shareholders in the following cases:
(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 18.2 of this Charter;
(d) Upon demand by the Inspection Committee;
(dd) In other cases as stipulated by law and by the Company.
4. If the Charter of the Company does not stipulate a time-limit, the Board of Management must convene a meeting of the General Meeting of Shareholders within a time-limit of thirty (30) days from the date on which the number of remaining members of the Board of Management is as stipulated in sub-clause (b) or from the date of receipt of a request stipulated in sub-clauses (c) and (d) of clause 3 of this article.
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 damage arising to the Company.
5. Where the Board of Management fails to convene a meeting of the General Meeting of Shareholders as stipulated in clause 4 of this article, within thirty (30) days thereafter, the Inspection Committee shall, in place of the Board of Management, convene a meeting of the General Meeting of Shareholders in accordance with regulations.
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 damage arising to the Company.
6. Where the Inspection Committee fails to convene a meeting as stipulated in clause 5 of this article, the requesting shareholder or group of shareholders stipulated in article 18.2 of this Law has the right to convene, in place of the Board of Management and the Inspection Committee, a meeting of the General Meeting of Shareholders in accordance with this Charter.
In this case, the shareholder or group of shareholders convening a meeting of the General Meeting of Shareholders may, if they consider it necessary, request the SSC to supervise the convening and conduct of the meeting.
7. The convenor must prepare a list of shareholders entitled to attend a meeting of the General Meeting of Shareholders, provide information and deal with complaints relating to the list of shareholders, prepare the program and agenda of the meeting, prepare documents, determine the time and venue of the meeting, and send a notice of invitation to the meeting to each shareholder entitled to attend the meeting in accordance with this Charter.
8. The expenses for convening and conducting a meeting of the General Meeting of Shareholders as stipulated in clauses 4, 5 and 6 of this article shall be reimbursed by the Company.

Article 60 Convention of meeting of General Meeting of Shareholders
1. The convenor of a meeting of the General Meeting of Shareholders shall send a notice of invitation to all shareholders entitled to attend the meeting no later than seven working days prior to the date of opening, if the Charter of the Company does not stipulate the time-limit. The notice must be sent by a method guaranteed to reach the permanent residential address of each shareholder.
The notice of invitation must have the name, head office address, number and date of issuance of the business registration certificate, place of business registration of the Company; name and permanent residential address of the shareholder or of the authorized representative of the shareholder; time and location of the meeting.
2. The notice of invitation must be accompanied by a form of appointment of an authorized representative to attend the meeting, agenda, voting slip, and discussion documents as the basis for passing decisions, and draft resolutions on each of the items in the agenda.
If the Company has a website, the notice of invitation to attend the meeting together with all accompanying documents must be announced on the website at the same time as it is forwarded to the shareholders.

Article 61 List of shareholders entitled to attend meeting of General Meeting of Shareholders
1. The list of shareholders entitled to attend a meeting of the General Meeting of Shareholders shall be prepared based on the register of shareholders of the Company. The list of shareholders entitled to attend a meeting of the General Meeting of Shareholders shall be prepared where a decision to convene a meeting is made and shall be completed no later than thirty (30) days prior to the opening date of a meeting of the General Meeting of Shareholders if the Charter of the Company does not stipulate a shorter time-limit.
2. The list of shareholders entitled to attend a meeting of the General Meeting of Shareholders shall include the full name, permanent residential address, nationality and number of people’s identity card, passport or other lawful personal identification in respect of shareholders being individuals; name and permanent residential address, nationality, number of establishment decision or number of business registration in respect of shareholders being organizations; and number of shares of each class and number and date of registration of each shareholder.
3. Shareholders have the right to inspect, consult, make an extract of and copy the list of shareholders entitled to attend a meeting of the General Meeting of Shareholders; to request correction of wrong information or addition of necessary information about themselves in the list of shareholders entitled to attend a meeting of the General Meeting of Shareholders.

Article 62 Right to attend and to appoint a proxy to attend meeting of General Meeting of Shareholders
1. Shareholders being individuals or authorized representatives of shareholders being organizations shall attend a meeting of the General Meeting of Shareholders in person or authorize another person in writing to do so. A shareholder being an organization which does not have an authorized representative pursuant to the provisions in article 57.2 of this Charter shall authorize another person to attend a meeting of the General Meeting of Shareholders.
2. 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 must bear signatures in accordance with the following provision:
(a) Authorization to represent a shareholder being an individual must bear the signatures of both that shareholder and the person authorized to attend the meeting;
(b) Authorization on behalf of a shareholder being an organization which is the principal must  bearthe signatures of the authorized representative, of the legal representative of the shareholder and of the person authorized to attend the meeting;
(c) In other cases, the authorization must bear the signatures of the legal representative of the shareholder and of the person authorized to attend the meeting.
Any person authorized to attend a meeting of the General Meeting of Shareholders must submit his or her written authorization prior to entering the meeting room.
3. Except in the cases stipulated in clause 4 of this article, the voting slip of the person authorized to attend a meeting within the scope of his or her authorization shall remain effective in any one of the following circumstances:
(a) The principal dies, or its capacity for civil acts is lost or is restricted;
(b) The principal terminates the authorization.
4. The provision in clause 2 of this article shall not apply if the Company receives written notification of one of the circumstances stipulated in clause 3 of this article no later than twenty four (24) hours prior to the time of opening of a meeting of the General Meeting of Shareholders.
5. Where shares are assigned between the date of completion of the list of shareholders and the opening date of a meeting of the General Meeting of Shareholders, the assignee shall be entitled to attend a meeting of the General Meeting of Shareholders in place of the assignor in respect of the assigned shares.

Article 63 Change of program and agenda of meeting of General Meeting of Shareholders
1. A shareholder or group of shareholders stipulated in article 18.2 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 working days prior to the date of opening, unless the Charter of the Company stipulates some other time-limit.
The recommendation must specify the name of shareholder(s), the number of shares of each class of shareholder(s), the number and date of registration of the shareholder(s) with the Company, and  the items recommended to be included in the agenda.
2. The convenor of a meeting of the General Meeting of Shareholders may refuse the recommendation stipulated in clause 1 of this article only in one of the following cases:
(a) The recommendation is not sent on time, is insufficient, or relates to an irrelevant matter;
(b) The item recommended does not fall within the decision-making authority of the General Meeting of Shareholders;
(c) Other cases as stipulated in the Charter of the Company.
3. The convenor of a meeting of the General Meeting of Shareholders must accept and include the recommendations stipulated in clause 1 of this article into the draft program and agenda for the meeting, except in the cases stipulated in clause 2 of this article; the recommendation shall be added officially to the program and agenda for the meeting if the General Meeting of Shareholders so agrees.

Article 64 Conditions for conducting meeting of General Meeting of Shareholders
1. A meeting of the General Meeting of Shareholders shall be conducted where the number of attending shareholders represents at least sixty five (65) per cent of the voting shares; (the specific percentage shall be stipulated in the Charter of the Company)
2. Where a meeting is not able to be conducted for the first time 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 of the intended opening of the first meeting. A meeting of the General Meeting of Shareholders which is convened for a second time shall be conducted where the number of attending shareholders represents at least fifty one (51) per cent of the voting shares; (the specific percentage shall be stipulated in the Charter of the Company)
3. Where a meeting convened for a second time is not able to be conducted because the condition stipulated in clause 2 of this article is not satisfied, it may be convened for a third time within twenty (20) days from the date of the intended opening of the second meeting. In this case, a meeting of the General Meeting of Shareholders shall be convened irrespective of the number of attending shareholders and irrespective of the percentage of shares with voting rights of shareholders attending the meeting.
4. Only the General Meeting of Shareholders may make changes to the agenda accompanying the notice of invitation to the meeting as stipulated in article 64 of this Charter.

Article 65 Procedures for conducting meeting of General Meeting of Shareholders
Unless otherwise stipulated in the Charter of the Company, the procedures for conducting and voting at a meeting of the General Meeting of Shareholders shall be in accordance with the following provisions:
1. Prior to the opening date of a meeting, procedures shall be carried out for registration for attendance at a meeting of the General Meeting of Shareholders until there is 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 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; 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; 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.
(b) In other cases, the person who signed the document convening a 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.
(c) The chairman shall elect a person to act as secretary to prepare minutes of a meeting of the General Meeting of Shareholders.
(d) The General Meeting of Shareholders shall elect a vote-counting committee to be comprised of not more than three persons on the proposal of the chairman of the meeting.
3. The program and agenda of the meeting must be passed by the General Meeting of Shareholders in the opening session. The program must specify in detail the time applicable to each issue in the agenda for the meeting.
4. 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.
5. 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.
6. 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 may not delay 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.
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 agency 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 prevents intentionally 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 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.
The maximum time of any adjournment of a meeting shall be three days as from the date of the proposed opening of the meeting.
9. In the case where the chairman adjourns or suspends a meeting of the General Meeting of Shareholders contrary to the provisions in clause 8 of this article, the General Meeting of Shareholders shall elect another person from the attendees to replace the chairman in conducting the meeting until its completion, and the effectiveness of voting conducted at such meeting shall not be affected.

Article 66 Minutes of meeting of General Meeting of Shareholders
1. Meetings of the General Meeting of Shareholders shall be recorded in the minute book of the Company. Minutes must be prepared in Vietnamese and may also be in a foreign language, and must contain the following main details:
(a) Name, head office address, number, date of issuance of the business registration certificate, place of business registration of the Company; number and date of issuance of the licence for establishment and operation;
(b) Time and location of the meeting of the General Meeting of Shareholders;
(c) Program and agenda of the meeting;
(d) Chairman and secretary;
(dd) Summary of developments of the meeting and of opinions stated in the General Meeting of Shareholders on each matter set out in the meeting agenda;
(g) Number of shareholders and total number of votes of attending shareholders, appendix listing registered shareholders and representatives of shareholders attending the meeting with the total number of their shares and the corresponding total number of votes;
(h) Total number of votes for each issue voted on, specifying the number of votes for, against, and abstentions; and the corresponding percentage of the total number of votes of shareholders attending the meeting;
(i) Resolutions which were passed;
(k) Full names and signatures of the chairman and secretary.
Minutes which are prepared in Vietnamese and minutes which are prepared in a foreign language shall be of equal legal 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 date of the closing of the meeting.
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.

Article 67 Passing of resolutions of General Meeting of Shareholders
1. The General Meeting of Shareholders shall pass resolutions which fall within its power by way of voting in a meeting or collecting written opinions.
2. If not regulated by the Charter of the Company, a resolution of the General Meeting of Shareholders on the following matters must be passed by way of voting in a meeting of the General Meeting of Shareholders:
(a) Amendment of or addition to the Charter of the Company;
(b) Approval of the development direction of the Company;
(c) Decision on classes of shares and total number of shares of each class which may be offered for sale;
(d) Election, removal or discharge of members of the Board of Management and Inspection Committee;
(dd) Decision on any investment or sale of assets valued at equal to or more than fifty (50) per cent of the total value of assets recorded in the most recent financial statement of the Company, if the Charter of the Company does not stipulate another percentage;
(e) Approval of the annual financial statements;
(g) Re-organization or dissolution of the Company.
3. A resolution of the General Meeting of Shareholders shall be passed in a meeting when all of the following conditions are satisfied:
(a) 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; (the specific percentage shall be stipulated in the Charter of the Company);
(b) In respect of resolutions on classes of shares and total number of shares of each class which may be offered; on amendments of and additions to the Charter of the Company; on reorganization or dissolution of the Company; in respect of any investment or sale of assets equal to or more than fifty (50) per cent of the total value of assets recorded in the most recent financial statement of the Company, unless otherwise stipulated in the Charter 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; (the specific percentage shall be stipulated in the Charter of the Company);
(c) 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, and each shareholder has 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 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 in the Charter of the Company).
6. 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 68 Authority and procedures for collection of written opinions of shareholders in order to pass resolutions of General Meeting of Shareholders
Unless otherwise stipulated in the Charter of the Company, the authority and procedures for collection of written opinions of shareholders in order to pass a resolution of the General Meeting of Shareholders shall be implemented in accordance with the following provisions:
1. The Board of Management has the right to collect written opinions of 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.
2. The Board of Management must prepare written opinion forms, a draft of the resolution of the General Meeting of Shareholders, and other documents explaining the draft resolution. The written opinion form together with the draft resolution and explanatory documents must be sent by a method which is guaranteed to reach the permanent residential address of each shareholder.
3. The written opinion form must contain the following basic details:
(a) Name, head office address, number, date of issuance of the business registration certificate; place of business registration of the Company;
(b) Purpose of collecting written opinions;
(c) Full name, permanent residential address, nationality, and the number of people’s identity card, of the passport or other lawful personal identification in respect of a shareholder being an individual; name, permanent residential address, nationality, number of establishment decision or number of business registration of a shareholder or authorized representative in respect of a shareholder being an organisation; number of shares of each class and number of votes of the shareholder;
(d) Issue on which it is necessary to obtain opinions in order to pass a resolution;
(dd) Voting options, comprising agreement, non-agreement, or abstention;
(e) Time-limit within which the completed written opinion form must be returned to the Company;
(g) Full name and signature of the chairman of the Board of Management and of the legal representative of the Company.
4. Any completed written opinion form must bear the signature of a shareholder being an individual, and of the authorized representative or of the legal representative of a shareholder being an organization.
A written opinion form must be returned to the Company in a sealed envelope and no person shall be permitted to open the envelope prior to the vote-counting. Any completed written form which is returned to the Company after the expiry of the time-limit stated in the written opinion form or any form which has been opened shall be invalid.
5. The Board of Management shall conduct the vote-counting and shall prepare minutes of the votecounting
in the presence of the Inspection Committee or of a shareholder not holding a management position in the Company.
The minutes of vote-counting shall contain the following basic details:
(a) Name, head office address, number, date of issuance of the business registration certificate; place of business registration of the Company;
(b) Purpose of collection of written opinions and issues on which it is necessary to obtain written opinions in order to pass a resolution;
(c) Number of shareholders with total numbers of votes having participated in the vote, classifying the votes into valid and invalid and including an appendix being a list of the shareholders having participated in the vote;
(d) Total number of votes for, against and abstentions on each issue voted on;
(dd) Resolutions which have been passed;
(e) Full name and signature of the chairman of the Board of Management, of the legal representative of the Company, and of the person who supervised the vote-counting.
The members of the Board of Management and the person who supervised the vote-counting shall be jointly liable for the truthfulness and accuracy of the minutes of vote-counting, and are jointly liable for any damage arising from a resolution which is passed due to an untruthful or inaccurate counting of votes.
6. The minutes of results of vote-counting must be sent to shareholders within a time limit of fifteen (15) days from the date of completion of the vote-counting.
7. Written opinion forms which were returned, the minutes of vote-counting, the full text of the resolution which was passed and any related documents sent with all of the written opinion forms must be archived at the head office of the Company.
8. A resolution which is passed by way of collection of written opinions of shareholders shall have the same validity as a resolution passed in a meeting of the General Meeting of Shareholders.

Article 69 Cancellation of resolutions of General Meeting of Shareholders
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, the members of the Board of Management, the Director or General Director and the Inspection Committee 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:
1. The order and procedures for convening a meeting of the General Meeting of Shareholders did not comply with the Charter of the Company and law.
2. The order and procedures for issuing a resolution and the content of the resolution breach the law or the Charter of the Company.

Board of Management

Article 70 Composition and term of office of Board of Management
1. The Board of Management shall have at least three members, and not more than eleven (11) members, unless otherwise stipulated in the Charter of the Company. The number of members of the Board of Management who must reside permanently in Vietnam shall be as stipulated in the Charter of the Company. The term of the Board of Management shall be five years. The term of office of members of the Board of Management shall not exceed five years; members of the Board of Management may be re-elected for an unlimited number of terms.
2. The Board of Management of a term which has recently expired shall continue to operate until a new Board of Management is elected and takes over the management work.
3. Where an additional member is elected or a member is elected to replace a member who was removed or dismissed during a term of office, the term of office of such new member shall be the residual period of the term of office of the Board of Management.
4. A member of the Board of Management must not be a shareholder of the Company.

Article 71 Rights and obligations of 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 perform the obligations of the Company which do not fall within the authority of the General Meeting of Shareholders.
2. The Board of Management has the following rights and duties:
(a) To make decisions on medium term development 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;
(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;
(dd) To make decisions on redemption of shares in accordance with the provisions in article 11.1 of this Charter;
(e) To make decisions on investment plans and investment projects within the authority and limits stipulated in the law on enterprises or the Charter of the Company;
(g) To make decisions on solutions for market expansion, marketing and technology; to approve contracts for purchase, sale, borrowing, lending and other contracts valued at fifty (50) or more per cent of the total value of assets recorded in the most recent financial statement of the Company (not including assets of entrusting investors and funds managed by the Company) or a smaller percentage as stipulated in the Charter of the Company, except for contracts and transactions stipulated in clauses 1 and 3 of article 80 of this Charter;
(h) To appoint, dismiss or remove, and to sign contracts or terminate contracts with the Director or the General Director and other key managers of the Company as stipulated in the Charter 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 such persons;
(i) To supervise and direct the Director or General Director and other managers in their work of conducting the day-to-day business of the Company;
(k) To make decisions on the organizational structure and the regulations on internal management of the Company, to make decisions on the establishment of subsidiary companies, the establishment of representative offices and the capital contribution to or purchase of shares of other enterprises;
(l) To approve the agenda and contents of documents for the 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;
(m) To submit annual finalized financial reports to the General Meeting of Shareholders;
(n) 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 operations;
(o) To recommend re-organization or dissolution of the Company, or to request bankruptcy of the Company;
(p) Other rights and duties in accordance with the law on enterprises and the Charter of the Company.
3. The Board of Management shall pass resolutions by way of voting in a meeting, collection of written opinions, or otherwise as stipulated in the Charter of the Company. Each member of the Board of Management shall have one vote.
4. When implementing its functions and performing its 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. If 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 damage to the Company, the members who agreed to pass such resolution shall be personally jointly liable for such resolution and they must compensate the Company for the damage; any member who opposed the passing of such resolution shall be exempt from liability. In such case, a shareholder owning shares in the Company for a consecutive period of at least one year has the right to request the Board of
Management to suspend implementation of a resolution as mentioned above.
Article 72 Chairman of Board of Management
1. The General Meeting of Shareholders or the Board of Management shall elect the chairman of the Board of Management in accordance with the provisions of the Charter of the Company. Where the Board of Management elects the chairman of the Board of Management, the chairman shall be elected from the members of the Board of Management. The chairman of the Board of Management may act concurrently as the Director or General Director of the Company, unless otherwise stipulated in the Charter of the Company.
2. The chairman of the Board of Management has the following rights and duties:
(a) To prepare working plans and programs of the Board of Management;
(b) To prepare, or organize the preparation of, the program, agenda and documents for meetings of the Board of Management; to convene and preside over meetings of the Board of Management;
(c) To organize for resolutions of the Board of Management to be passed;
(d) To monitor the implementation of resolutions of the Board of Management;
(dd) To chair meetings of the General Meetings of Shareholders;
(e) Other rights and duties in accordance with the law on enterprises and the Charter of the Company.
3. Where the chairman of the Board of Management is absent, he or she shall authorize in writing 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 of the Company. Where no person is authorized, or where the chairman of the Board of Management is not able to work, 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 a majority of more than fifty (50) per cent.

Article 73 Members of Board of Management
1. The organizational structure, conditions, rights and duties of the Board of Management shall be as stipulated in the Charter of the Company and in accordance with the law on enterprises if [such  provisions of the Charter of the Company] are not contrary to the provisions of the law on securities.
2. The following persons shall be ineligible to be members of the board of management of a fund management company:
(a) Minors; persons whose capacity for civil acts is restricted or has been lost; persons currently subject to criminal prosecution [or] who currently serve a criminal judgement or decision of a court in Vietnam or overseas; persons who have been convicted of crimes in the category of serious crime or worse in Vietnam or overseas;
(b) Persons who have been convicted of crimes of infringement of ownership or infringement upon the economic management order [or] who have been convicted of crimes in the sectors of securities, finance, banking and insurance and their police record has not been expunged in Vietnam or overseas;
(c) Entities who are prohibited from managing other enterprises in accordance with the law on enterprises;
(d) A person who was in any of the following positions in an enterprise or co-operative at the time  it was declared bankrupt, namely the owner of the private enterprise, an unlimited liability partner in the partnership, a general director (director), member of the board of management or of the members” council or of the inspection committee of the enterprise, or chairperson or member of the management board of the co-operative, except where the enterprise or cooperative was declared bankrupt for reasons of force majeure;
(e) The legal representative of an enterprise at the time its operation was suspended or at the time it was compulsorily dissolved for a serious breach of law, except where such person was the representative at the proposal of an authorized State agency for the purpose of putting the enterprise in order or strengthening such enterprise;
(f) A person who has been suspended from his or her position as chairman or member of the board of management or of the members” council, head or member of the inspection committee, or general director (director) of a credit institution, company or insurance enterprise pursuant to specialized law, or who has been confirmed by a competent agency as a person whose breach led to the licence of the credit institution, company or insurance enterprise being withdrawn;
(g) Persons who are not permitted to participate in management or operation in accordance with the law on State officers and cadres and the law on anti-corruption;
(h) Persons who act as members of the board of management, chairman, general director (deputy general director) of another fund management company;
(i) Persons who act as members of the board of management, chairman, general director (deputy general director), officers or staff of the custodian bank of a fund or securities investment company managed by the Company;
(j) Other cases as stipulated in the Fund Management Company Charter.
3. A member of the Board of Management, a member of the Inspection Committee and the General Director (Director) shall automatically lose his or her status as such, in the following cases:
(a) Death, or loss of civil legal capacity;
(b) He or she acts as the representative of the share of capital contribution of an organization being a shareholder or capital contributing member of a fund management company when the legal entity status of such organization is terminated;
(c) He or she no longer acts as the authorized representative of share of capital contribution of an organization being a shareholder or capital contributing member;
(d) He or she is expelled from the territory of the Socialist Republic of Vietnam.

Article 74 Dismissal, removal and addition of members of Board of Management or Members of Council
1. A member of the Board of Management or of the Members” Council shall be discharged or removed in the following cases:
(a) No longer satisfying the conditions stipulated in article 73 of this Charter;
(b) Failing to exercise its rights and perform its duties within six (6) consecutive months, except for force majeure cases;
(c) Upon written notice of resignation or dismissal;
(d) Pursuant to a resolution of the General Meeting of Shareholders or of the Members” Council and other cases as stipulated in the Charter of the Company.
2. The Board of Management or the Members” Council of the fund management company must make a written report together with supporting documents on entities who automatically lose their status as stipulated in article 73.3 and send same to the SSC within five working days from the date of identification of the above entities or from the date of dismissal or removal, and is responsible for the accuracy and truthfulness of such report. The Board of Management or the Members” Council may temporarily appoint other persons who satisfy the requirements in article 73 of this Charter to replace such entities. Replacement members must be approved at the next meeting of the General Meeting of Shareholders or of the Members” Council in accordance with law.
3. After a member of the Board of Management or of the Members” Council or of the Inspection Committee automatically loses his or her status or is dismissed or removed, the General Director (Director) of the fund management company must be responsible for his or her decisions made during his or her term of office.

Article 75 Meetings of Board of Management
1. If the Board of Management elects the chairman, the initial meeting of a term of the Board of Management in order to elect the chairman and to pass other resolutions within its authority must be conducted within a time-limit of seven working days from the date of completion of the election of the Board of Management for that term. Such meeting shall be convened by the member who obtains the highest number of votes. If two or more members obtain the same highest number of votes, the elected members shall elect by a majority vote a person amongst them to convene the meeting.
2. Meetings of the Board of Management may be held on a regular basis or extraordinary meetings. The Board of Management may meet at the head office of the Company or at another location.
3. 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.
4. The chairman of the Board of Management must convene a meeting of the Board of Management in any of the following circumstances:
(a) Upon request of the Inspection Committee;
(b) Upon request of the Director or General Director or upon request of at least five other management personnel;
(c) Upon request of at least two members of the Board of Management;
(d) In other circumstances as stipulated in the Charter of the Company.
The request must be made in writing and must specify the objective and issues which require to be discussed, and resolutions within the authority of the Board of Management.
5. The chairman must convene a meeting of the Board of Management within a time-limit of fifteen (15) days from the date of receipt of a request stipulated in clause 4 of this article. If the chairman fails to convene a meeting of the Board of Management pursuant to a request, the chairman shall be liable for damage caused to the Company; the person making the request has the right to convene a meeting of the Board of Management in place of the Board of Management.
6. 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 at least five working days prior to the date of meeting, unless otherwise stipulated in the Charter of the Company. The notice of invitation must specify the specific time and location of the meeting, the agenda and issues to be discussed, and resolutions. The notice must enclose documents to be used at the meeting and voting forms for the members.
The notice of invitation shall be sent by post, fax, electronic mail or other method guaranteed to reach the address of each member of the Board of Management as registered with the Company.
7. The chairman of the Board of Management or the convenor must also send the notice of invitation to attend the meeting together with the enclosed documents to all members of the Inspection Committee and to the Director or General Director in the same manner as to the members of the Board of Management.
The members of the Inspection Committee and the Director or 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.
8. A meeting of the Board of Management shall be conducted where three quarters (3/4) or more of the
total members are in attendance.
Members not directly attending a meeting have the right to vote by way of sending a written vote. A written vote must be enclosed in a sealed envelope and delivered to the chairman of the Board of Management at least one hour prior to the opening of the meeting. Written votes shall be opened only in the presence of all persons attending the meeting.
A resolution of the Board of Management shall be passed only when it is approved by the majority of the members in attendance; 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. Members must participate in all meetings of the Board of Management. A member may authorize another person to attend a meeting if the majority of members of the Board of Management agree.

Article 76 Minutes of meetings of Board of Management
1. All meetings of the Board of Management must be recorded in a minute book. Minutes must be prepared in Vietnamese and may also be in a foreign language, and must include the following main contents:
(a) Name and address of the head office, number and date of issuance of the business registration certificate, place of business registration;
(b) Purpose, program and agenda of meeting;
(c) Time and location of meeting;
(d) Full names of each member attending the meeting or other persons authorized to attend the meeting; names of members not attending the meeting and reasons for not attending;
(dd) Issues discussed and voted on in the meeting;
(e) Summary of opinions of each member attending the meeting during the process of the meeting;
(g) Result of voting, indicating members who agree, who do not agree and who abstain from voting;
(h) Approved resolutions;
(i) Full names and signatures of all members or representatives authorized to attend the meeting.
The chairman and secretary must be jointly responsible for the accuracy and truthfulness of the minutes of meetings of the Board of Management.
2. Minutes of meetings of the Board of Management and documents used in the meetings must be archived in the head office of the Company.
3. Minutes prepared in Vietnamese and foreign languages shall have equal legal validity.

Article 77 Cancellation of resolutions of Board of Management
Within ninety (90) days from the date of passing of a resolution, the shareholders, the members of the Board of Management, the Director or General Director and the Inspection Committee have the right to request a court or an arbitrator to consider and cancel a resolution of the Board of Management in the following cases:
1. The order and procedures for passing a resolution did not comply with the Charter of the Company
and law;
2. The content of the resolution breaches the law or the Charter of the Company.

Article 78 Public disclosure of relevant interests
1. Members of the Board of Management, members of the Inspection Committee, the Director or General Director and other managers of the Company must declare their relevant interests to the Company, including:
(a) Name and address of the head office, lines of business, number and date of the issuance of the business registration certificate, place of business registration of any enterprise in which they own contributed capital or shares; ratio and period of such ownership of contributed capital or shares;
(b) Name and address of the head office, lines of business , number and date of the issuance of business registration certificate, place of business registration of any enterprise in which their related persons jointly own or separately own shares or contributed capital of more than thirty five (35) per cent of charter capital.
2. The declaration stipulated in clause 1 of this article must be made within seven working days from the date of a relevant interest arising; any amendment and addition shall be declared to the Company within seven working days from the date of amendment or addition.
3. The declarations stipulated in clauses 1 and 2 of this article must be reported to the General Meeting of Shareholders at its annual meeting and shall be displayed and retained in the head office of the enterprise. Shareholders, authorized representatives of shareholders, members of the Board of Management or the Inspection Committee, and the Director or General Director have the right to review the contents declared at any time considered necessary.
4. [Each] member of the Board of Management and the Director or General Director must, if performing any form of work on behalf of himself or herself or on behalf of others within the scope of operation of the Company, report the nature and content of that work to the Board of Management or the Inspection Committee and is only permitted to perform [this work] if the majority of the remaining members of the Board of Management approve; if the work is performed without reporting or without the approval from the Board of Management, all income arising from such activity shall belong to the Company.

Article 79 Obligations of managers of Company
1. Each member of the Board of Management, the Director or General Director and other manager has the following obligations:
(a) To exercise his or her delegated powers and perform his or her delegated duties strictly in accordance with relevant laws, the Charter of the Company, and the resolutions of the General Meeting of Shareholders;
(b) To exercise his or her delegated powers and perform his or her delegated duties honestly and prudently to their best ability in the maximum legitimate interests of the Company and of the shareholders of the Company;
(c) 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 benefits or for the benefit of other organizations or individuals;
(d) 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 of the Company.
2. In addition to the obligations stipulated in clause 1 of this article, the Board of Management and the Director or General Director may not increase their salaries and pay bonuses where the Company has not paid in full all of its debts due and payable.
3. Other obligations as stipulated by the Company.

Article 80 Contracts and transactions subject to approval by General Meeting of Shareholders or Board of Management
1. Contracts and transactions between the Company and the following entities must be approved by the General Meeting of Shareholders or the Board of Management:
(a) Shareholders or authorized representatives of shareholders holding more than thirty five (35) per cent of the ordinary shares of the Company;
(b) Members of the Board of Management; the Director or General Director;
(c ) Members of the Inspection Committee or staff members of the internal audit department;
(d) Enterprises stipulated in clause 1(a) and clause 1(b) of article 118 of the Law on Enterprises;
(dd) Related persons of the entities stipulated in sub-clauses (a), (b) and (c) of this clause.
In this case, the legal representative shall send to members of the Board of Management and display at the head office of the Company the draft of the contract or give notice of the main contents of the transaction. In this case, related shareholders 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.
2. Any contracts and transactions which have been signed or performed without the approval stipulated in clause 1 of this article shall be invalid and dealt with in accordance with law. The legal representative of the Company, shareholders, members of the Board of Management or the Director or General Director concerned must compensate for the damage caused and must return to the Company any benefits gained from the performance of such contract and transaction.

Inspection Committee

Article 81 Members and term of office of Inspection Committee
1. The Inspection Committee shall have from three to five members (unless otherwise provided by the Company); the term of the Inspection Committee shall be not more than five years; members of the Inspection Committee may be re-appointed for an unlimited number of terms.
2. The members of the Inspection Committee shall elect one of them to be the head of the Inspection Committee. 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.
3. 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 obligations until a new Inspection Committee is elected and takes over the duties.

Article 82 Rights and duties of Inspection Committee
1. The Inspection Committee shall supervise the Board of Management and the Director or General Director with respect to management and administration of the Company; and is responsible to the General Meeting of Shareholders for the performance of its assigned duties.
2. To inspect the reasonableness, legality, truthfulness and prudence in management and administration of business activities, in organization of statistic and accounting work and preparation of financial statements.
3. To evaluate reports on business, half-yearly and annual financial statements and reports on evaluation of the management of the Board of Management.
To submit reports on evaluation of the business reports, half-yearly and annual financial statements of the Company and reports on evaluation of the management of the Board of Management to the General Meeting of Shareholders at its annual meeting.
4. 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 18.2 of this Charter.
5. Upon request by a shareholder or group of shareholders as stipulated in article 18.2 of this Charter, the Inspection Committee shall carry out an inspection within a period of seven working days from the date of receipt of the request. The Inspection Committee must submit a report explaining 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.
Inspections stipulated in this clause may not disrupt the normal activities of the Board of Management and shall not interrupt the administration of the business operations of the Company.
6. To recommend to the Board of Management or the General Meeting of Shareholders any changes and improvements of the organizational structure, management and administration of the business operations of the Company.
7. Upon discovery of a member of the Board of Management or a director or general director who is in breach of the obligations of a manager of the Company stipulated in article 79 of this Charter, to give immediate written notice to the Board of Management and request the person in breach to cease the breach and take measures to remedy any consequences.
8. To exercise other rights and perform other duties as stipulated by law, in the Charter of the Company and in resolutions of the General Meeting of Shareholders.
9. The Inspection Committee may use an independent consultant to perform the assigned duties. 
The Inspection Committee may consult the Board of Management prior to submission of reports, conclusions and recommendations to the General Meeting of Shareholders.

Article 83 Members and head of Inspection Committee
1. Criteria and conditions for members of Inspection Committee
(a) Members of the Inspection Committee must satisfy the following criteria and conditions:
- Being at least twenty one (21) years of age, with full capacity for civil acts, and not falling within the scope of subjects not permitted to establish and manage enterprises in accordance with the law on enterprises;
- Not being the wife or husband, father, adoptive father, mother, adoptive mother, children, adopted children, siblings of any member of the Board of Management, the Director or General Director or other managers.
(b) Members of the Inspection Committee shall not hold managerial positions of the Company. Members of the Inspection Committee are not required to be a shareholder or an employee of the Company.
2. Obligations of members of Inspection Committee
(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 maximum lawful interest of the Company and shareholders of the Company.
(c) To be loyal to the interests of the Company and of shareholders of the Company; not to use information, know-how, 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 as stipulated by the Company.
(dd) In the case of breaching the obligations stipulated in sub-clauses (a), (b), (c) and (d) of this clause 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 damage.
All income and other benefits which a member of the Inspection Committee gains directly or indirectly from a breach of the obligations stipulated in sub-clause (c) of this clause shall belong to the Company.
(e) 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; requesting the person in breach to cease the breach and take measures to remedy any consequences.
3. Dismissal and removal of Inspection Committee
(a) A member of the Inspection Committee shall be dismissed or removed in the following cases:
- No longer meeting the criteria and conditions to be a member of the Inspection Committee as stipulated in this article;
- Not exercising his or her rights and duties in six consecutive months, except in force majeure;
- Written resignation notice;
- Other cases as stipulated by the Company.
(b) In addition to the cases stipulated in sub-clause (a) of this clause, a member of the Inspection Committee may be dismissed at any time in accordance with a resolution of the General Meeting of Shareholders.
(c) Where the Inspection Committee seriously breaches its obligations, threatening to cause damage to the Company, the Board of Management shall convene the General Meeting of Shareholders to consider dismissal of the incumbent Inspection Committee and election of a new Inspection Committee to replace it.
4. The head of the Inspection Committee has the following rights and duties:
(a) To prepare working plans and programs of the Inspection Committee;
(b) To prepare the program, agenda and documents for meetings of the Inspection Committee; to convene and preside over meetings of the Inspection Committee;
(c) Other rights and duties as stipulated by the Company.
Where the head of the Inspection Committee is absent or is unable to perform his or her assigned duties, the Inspection Committee may appoint one member of the Inspection Committee to perform the duties of the head of the Inspection Committee.

Article 84 Rights of Inspection Committee to be provided with information
1. 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 for members of the Board of Management.
2. Reports of the Director or 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 for members of the Board of Management.
3. Members of the Inspection Committee have the right to access files and documents of the Company retained in the head office, and other locations; have the right to access locations where managers and employees of the Company work.
4. The Board of Management, members of the Board of Management, the Director or General Director  and other managers must provide in full, accurately and on time all information and documents relating to the management, administration and business operations of the Company upon demand by the Inspection Committee.

Article 85 Remuneration and benefits of members of Inspection Committee
Unless stipulated by the Company, remuneration and other benefits of members of the Inspection Committee shall be implemented in accordance with the following provisions:
1. 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;
2. 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;
3. Remuneration and operating costs of the Inspection Committee shall be included in business expenses in accordance with the law on corporate income tax and other relevant laws, and must be presented in a separate item in the annual financial statements of the Company.

(Model charter of fund management shareholding companies)
CHAPTER IV
Responsibilities, Obligations and Restrictions during Operation of the Company

Article 86 Provisions on responsibilities and obligations of the Company
1. [The Company must] comply with law and its Charter. It must manage entrusted assets in accordance with the fund charter, the securities investment company charter or the investment management contract. It must comply with the rules of professional ethics, voluntariness, fairness and honesty and must act in the best interests of entrusting clients.
2. The Company shall act as an authorized representative of entrusting clients to exercise the ownership right of assets of the entrusting clients on behalf of the entrusting clients in an honest and careful manner.
3. When managing entrusted assets, the Company must:
(a) Sign depository or supervisory contracts with depository banks in the case of member funds, private securities investment companies and entrusted investment portfolios; sign supervisory contracts with custodian banks in the case of public funds and public securities investment companies; deposit all assets arising in the territory of Vietnam and store completely, promptly and accurately information and data about ownership and original copies of legal documents certifying ownership of assets at depository and/or custodian banks; In the case of investment by way of deposits on behalf of an entrusted client, the Fund Management Company is only permitted to deposit [monies] at a bank named in the list  approved by the entrusted client, and must store the original or a valid copy of the deposit contract or loan agreement at a depository or custodian bank in order for the latter to periodically verify with the bank receiving the deposits; In the case of investment or capital contribution or trading of assets, portion of capital contribution or unlisted shares on behalf of an entrusting client, the Fund Management Company must store the original of any contract, the licence for establishment and operation or the business registration certificate (if any), the register of shareholders or any document certifying ownership of assets at a depository or custodian bank in order for the latter to periodically verify with the organization receiving investment capital;
(b) Set up a system of information to manage accounts of entrusting clients at the Company ensuring the principles of independent and separate management of assets of each entrusting client and separation of entrusted assets from assets of the Company itself; store completely and promptly accounting books, transaction vouchers and documents relating to the trading and ownership of assets of entrusting clients; and compile completely, accurately and promptly information about assets of each entrusting client and places of deposit or storage of such
assets;
(c) Formulate an inspection mechanism, and regularly implement tripartite verification in order to ensure the consistency of data of entrusted assets on the system of accounts of entrusting clients managed at the Company and/or the system of depository of assets of entrusting clients at depository or custodian banks and at issuing organizations, Vietnam Securities Depository, organizations managing the register of shareholders, project owners,
organizations receiving investment capital or banks receiving deposits. The fund management Company is responsible to establish a mechanism for the depository or custodian banks to directly verify, and also to itself verify with the above organizations in order to inspect, supervise and compile complete and accurate information about depository, registration of ownership and management of entrusted assets;
(d) Conduct investment by way of entrusted assets in accordance with law, the fund charter or the securities investment company charter and the investment management contract;
(dd) Assign at least two fund operators to manage each fund or each securities investment company. Such fund operators must have practical experience in asset management activities for at least two years and have not been subject to any administrative penalty in the securities and securities market sector. Information about qualifications, professional qualifications and experience in management of assets of the fund operators must be publicly disclosed in the prospectus.
4. The Company must set up procedures for distribution of trading orders and distribution of traded assets in a reasonable and fair manner when conducting trading for entrusting clients and for the Company itself. Such procedures must be provided to entrusting clients, depository banks and custodian banks, and must be applied consistently. Where the Company purchases or sells the same type of asset at the same time for multiple entrusting clients and for the Company itself, traded assets shall be distributed in the following priority order:
(a) The distribution of traded assets to entrusting clients shall be given priority. The distribution of assets among entrusting clients must be equitable and must be implemented in accordance with the procedures for distribution applied consistently in the Company. The procedures for distribution of assets must specify the principles for implementation, the method of fixing price and the quantity of assets distributed to each client, ensuring compliance with investment objectives, the level of acceptance of risks or other criteria as stipulated in the internal rules of the Company and as notified to entrusting clients. If one asset is purchased or sold at different price levels, the Fund Management Company must use the average price level to distribute assets;
(b) The distribution of assets to the Company itself is only implemented after fulfilment of all asset trading orders for entrusting clients;
(c) The distribution of assets must be notified to the depository or custodian bank for immediate implementation on the trading day.
5. During fund management activities, the Company is responsible to ensure:
(a) Determination of the net asset value of investment portfolios of entrusting clients and the net asset value per fund certificate or share of securities investment companies in accordance with law, the fund charter, the securities investment company charter and the investment management contract;
(b) Preparation, storage and update of the register of investors and/or the register of shareholders in a prompt, complete and accurate manner. The contents of the register of investors and/or the register of shareholders shall accord with relevant provisions of the law on establishment and management of securities investment funds, and the provisions on establishment, organization and operation of securities investment companies.
6. The Company is obliged to promptly and completely provide necessary information about entrusting clients, information about entrusted asset transactions, information about places of depository of entrusted assets and other related information (if any) and to create necessary favourable conditions for custodian or depository banks at their written request to exercise all rights and perform all responsibilities with respect to entrusting clients in accordance with law. At least once every month, the Fund Management Company is obliged to check the list of assets of each entrusting client with custodian or depository banks.
7. Within fifteen (15) days from the date on which a custodian bank discovers and notifies the Company of an entrusted asset transaction contrary to regulations or beyond the authority of the Company as stipulated by law, of the fund charter, the securities investment company charter or the investment management contract, the Fund Management Company must cancel the transaction, or conduct transactions in order to restore the position of the entrusting client. The Company must bear all costs arising in connection with such transactions and losses (if any). If such transactions generate profit, such profit must be accounted to the entrusting client.
8. The Company must formulate and commence uniform application of professional rules, price fixing [setting] manuals and accounting policies in accordance with the relevant provisions of law and [appropriate for] entrusting clients. The Company must formulate detailed internal control rules and professional and ethical rules applicable to each working position. The provisions on compliance with the code of professional ethics of the Company shall be required terms of labour contracts between the Company and its employees.
9. The Company must formulate procedures and establish an organizational structure and/or system of risk management in compliance with the operational scale of the Company and the forms of funds or securities investment companies and clients which the Company currently manages. The system of risk management must be based on risk management policies and procedures established in accordance with international practice and in compliance with the market conditions of Vietnam, ensuring identification of all potential risks and determination of the scale of potential risks in operations of the Company, potential risks in professional rules and systems of the Company, and potential risks in the investment portfolio of each entrusting client. Depending on each form of risk,
the level of complexity of invested assets and requests of entrusting clients, the Company must provide the appropriate level of acceptance of risks.
10. The Company is responsible to compensate for any loss and damage caused to entrusting clients due to a fault of an employee, an incident [breakdown] or error of the technical system or [due to a mistake in] the professional rules of the Company or due to the Company”s failure to properly perform obligations as stipulated in law, in the fund charter, the securities investment company charter and the investment management contract.
11. The Company must purchase professional indemnity insurance for its professional staff (if considered necessary)6, or establish a risk reserve in accordance with law in order to compensate entrusting clients for any loss and damage in the cases stipulated in clause 10 of this article.
12. The Company is responsible to implement or request related distribution agents or service providers to establish or set up a system and organize implementation of the procedures for compilation of information and identification of clients in accordance with the law on anti-money laundering and the law on securities brokerage and trading.
13. The Company shall ensure that the investment by way of assets of entrusted clients being foreign individuals or organizations complies with the law on foreign exchange control and ratio of ownership in Vietnamese enterprises at the time of investment.
14. The use of entrusted assets which are mobilized in Vietnam in order to invest in securities issued by foreign organizations or issuing organizations subject to foreign law, or in securities issued overseas and other assets overseas must comply with the law on offshore investment and foreign exchange control and relevant laws. Such investment may only be conducted if the fund charter, the securities investment company charter or the investment management contract contains the terms which permit such investment. Before conducting investment, the Company must obtain written approval of the general meeting of investors, the general meeting of members or the general meeting of shareholders of securities investment companies, entrusting clients or representatives of entrusting clients and competent State administrative agencies.
15. When conducting trading of assets for an entrusting client, the Company shall ensure that:
(a) With respect to an organization being a public fund or public securities investment company:
- The quantity or value of transactions in one year [conducted] through a securities company must not exceed fifty (50) per cent of the total quantity or value of transactions in the year of such organization; and
- The quantity or value of transactions in one year [conducted] through a securities company being an affiliated [related] person of the Fund Management Company must not exceed twenty (20) per cent of the total quantity or value of transactions in the year of such organization.
(b) With respect to other entrusting clients, the Company must comply with sub-clause (a) of this clause, except where the Company has provided all information about the interests of the Company to the related securities company and the entrusting client provides a written approval permitting not to apply the above provisions.
16. The Company is responsible to keep confidential information about clients, information about asset transactions, investment portfolios of clients and other related information, except for provision of information to the SSC and competent State administrative agencies upon their request.
17. The Company must ensure:
(a) Separation of its head office and information technology infrastructure with those of other economic organizations. If the Company uses the information technology infrastructure of its parent company, of a subsidiary company or of an organization being an affiliated person, the mechanism for delegation and use restriction must be used, ensuring that departments of the parent company, the subsidiary company or the organization being an affiliated person cannot access the computer system or the database of the Company;
(b) Separation of databases between professional departments which may have potential conflicts of interest in the Company, including the separation of the entrusted asset management department, the investment research and analysis department and the investment implementation department. The computer system and the databases shall be delegated to each individual and department in accordance with working positions as stipulated in the
internal control rules.
18. During business activities, the Company shall ensure that:
(a) The operating capital for financial investment activities must be sourced from the equity other than capital borrowed in any form;
(b) The Company must not provide loans or assign its capital to any affiliated person and any other organization or individual in any form, except for deposit of money at credit institutions in accordance with the law on banking or except for investment in bonds issued in accordance with law;
(c) Any economic contract or transaction (if any) between the Company and a shareholder, a member contributing capital equal to thirty five (35) or more per cent of the charter capital, a member of the board of management or of the members” council, a member of the executive committee, a member of the inspection committee, a staff member of the internal audit department or an affiliated person of any of the above entities is only implemented after it is agreed by the shareholders or capital contributing members representing the remaining sixty five (65) per cent or more of the total votes or it is agreed in writing by the owner;
(d) The Company is permitted to use legally mobilized capital including loans in order to conduct investment in real property for the purpose of using such real property as head office. In a case where the head office [space] is not used up, the Company may lease out;
(dd) Within the maximum period of thirty (30) days from the date of completion of investment in subsidiary companies, joint venture companies or affiliates, the Fund Management Company is responsible to notify the SSC of such investment;
(e) The Company is not permitted to contribute capital for establishment of another fund management company or securities company in Vietnam or purchase shares or a portion of capital contribution in another fund management company or securities company in Vietnam, except for the following cases:
- Implementation of consolidation or merger activities; or
- Purchase to own or together with an affiliated person to own no more than five per cent of the number of currently circulating shares of a fund management company or securities company registered for trading or listing on a stock exchange.
19. When managing investment capital of a securities investment company, the Company must ensure that:
(a) The Company is under supervision of the general meeting of shareholders or the board of management of the securities investment company and/or a custodian bank and is responsible before the general meeting of shareholders or the board of management of the securities investment company for exercise of assigned rights and performance of assigned duties and implementation of the provisions in the charter of the securities investment company and in the investment management contract;
(b) The Company shall establish a system, formulate procedures for and implement risk management in accordance with the investment policy and the type of invested asset, and make reports to the general meeting of shareholders and the board of management on the risk management work;
(c) The Company [shall] only make its decisions on investment or de-investment of the securities investment company on a daily basis without obtaining a resolution of the board of management of the securities investment company or of the general meeting of shareholders of the securities investment company in accordance with the charter of the securities investment company and the investment management contract;
(d) The Company shall implement investment policies and resolutions of the general meeting of shareholders or the board of management of the securities investment company in accordance with the latter”s charter; and conduct asset transactions within the restrictions on investment and in accordance with the type of asset permitted to be invested, trading volume and trading entities (if any) as stipulated in the charter of the securities investment company or the investment management contract;
(dd) The Company shall make recommendations on the plan for payment of dividends, the plan for increase or decrease of the charter capital, and the plan for re-structure of the securities investment company;
(e) The Company shall sign contracts in the name of the securities investment company within the authority stipulated in the latter”s charter and in the investment management contract;
(g) The Company shall exercise other rights and perform other duties in accordance with law, the charter of the securities investment company, the investment management contract and resolutions of the general meeting of shareholders or the board of management of the securities investment company.
20. With respect to activities of reporting ownership and disclosure of information about transactions on the securities market, the Company has the following responsibilities:
(a) The Company together with its entrusting clients must comply with the law on reporting ownership and disclosing information on the securities market as applicable to affiliated persons and people with inside information;
(b) Obligations to report ownership and disclose information shall arise as from the time the following events occur:
- The number of shares (if any) owned by the Company and by entrusting clients (if any), including management [of such shares] in a client”s account and assets which are in the name of an entrusting client, reaches five or more per cent of the total number of currently circulating shares of an issuing organization, or
- The Fund Management Company (if any) is a person with inside information as stipulated in the law on securities;
(c) The contents of ownership report, information disclosure and the method of information disclosure shall be as stipulated in the law on information disclosure on the securities market;
(d) The Company must perform other obligations relating to report on ownership and disclosure of information in accordance with the law on information disclosure on the securities market. If an entrusting client is named as the owner of the entrusted assets, such client is responsible to perform the obligations to report ownership and disclose information in accordance with law.
21. The Company is responsible to annually organize training or re-training courses for its staff or request its practising staff to participate in training courses organized by the SSC (if any), ensuring that the skills, expertise, professional knowledge and legal knowledge of its staff are updated.Information about such activities of the Company must be enclosed with the annual report on its operational situation to be sent to the SSC.

Article 87 Restrictions on operations of the Company and staff working at the Company
1. The Company is not permitted to raise [capital] and manage a member fund which consists of thirty one (31) or more capital contributing members.
2. The Company must not be an affiliated person of the custodian bank or the depository bank of any fund or of any securities investment company which is managed by the Company. Members of the Board of Management or of the Members” Council, staff of the internal audit department, the Inspection Committee (if any), the company chairman, the Executive Committee or staff of the Company are not permitted to work in departments which provide depository, supervisory and fund management services at such [custodian or depository] bank or vice versa.
3. Affiliated persons of the Company are only permitted to conduct trading of certificates in a public fund or shares in a public securities investment company which is managed by the Company when permitted by the fund charter or the securities investment company charter. Transactions in a public offer tranche to acquire or in a public offer or issue tranche shall be conducted through the trading system at a stock exchange (applicable to closed funds, public securities investment companies and real property investment funds), or by the methods stipulated in the fund charter or in the prospectus (applicable to open funds).
4. The Company, and the parent company, subsidiary companies, joint venture companies, affiliated [companies], members of the Board of Management or the Members” Council, the Inspection  Committee (if any), the Executive Committee and staff of the Company are only permitted to purchase the assets included in the portfolio of entrusted assets or sell [assets] in the portfolio of [entrusted assets of] entrusting clients currently managed by the Company on the following principles:
(a) A transaction carried out by the method of centralized order matching through the trading system at a stock exchange;
(b) In the case of a transaction carried out by the agreement method or traded assets not being securities listed or registered for trading on a stock exchange, a written approval of the entrusting client or of its representative permitting conduct of the transaction is required. The approval must specify the type of traded assets, the method of fixing the trading price, trading fees, trading partner or criteria for identifying the trading partner, the time the transaction is [to be] carried out and other conditions (if any).
5. All securities transactions conducted by a member of the Executive Committee or staff of the Fund Management Company must be reported to the internal control department prior to and immediately after such transaction is conducted. A report on a personal transaction must contain information about the class (code) of securities, volume, trading price, total value of the transaction, trading time, trading method, trading account number and securities company at which the trading account is opened. Such report must be centrally stored and managed at the internal control department and must be provided to the SSC when requested.
6. Members of the Board of Management or of the Members” Council or of the Executive Committee and staff of the Company are not permitted to request, require or receive, in the name of any individual or of the Company, any remuneration, profit or benefit except for the types of fees and fee rates specified in the fund charter, the securities investment company charter or in the investment management contract.
7. With respect to entrusted asset management activities, the Company [must] ensure that:
(a) It shall not use assets of any fund or of any securities investment company in order to invest in another fund or securities investment company which it manages;
(b) It shall not use entrusted assets in order to invest in other public funds or public securities investment companies which it manages, or vice versa. This provision does not apply if the entrusting client is a foreign individual or organization with one hundred (100) per cent foreign owned capital and has approved the implementation of the above transaction;
(c) It shall not use the assets of any public fund or of any public securities investment company in order to invest in the Company itself; it shall not invest in any organization being its affiliated person; it shall not invest in any organization in which a member of the Board of Management or the Members” Council, a member of the Executive Committee or staff of the Company is a shareholder or member holding more than ten (10) per cent of the charter capital;
The Company may use capital of any member fund or private securities investment company or assets of any entrusting client during portfolio management activities to invest in the above organizations if the fund charter, the private securities investment company, the investment management contract or the minutes of agreement on capital contribution contains provisions permitting the Fund Management Company to conduct such investment at an appropriate management fee rate;
(d) It shall not use entrusted assets in order to provide loans in any form or guarantee loans in any form or pay debts of the Fund Management Company, its affiliated persons or of other organizations or individuals;
This provision does not apply to provision of loans in the form of investment by way of deposits at credit institutions in accordance with the law on banking, or purchasing issued bonds or conducting trading of bonds in accordance with law, or where the entrusting client is a foreign individual or organization with one hundred (100) per cent foreign owned capital and has approved the implementation of the above transaction;
(dd) It shall not provide any commitment or guarantee on investment results except for investment in products generating fixed income, and shall not sign any contract for receipt of investment entrustment in bonds at an interest rate not complying with the practical conditions of the market and the results of investment analysis of the Company itself; it shall directly or indirectly cover part or all losses of entrusting clients resulting from investment activities; it shall not carry out any transaction which reduces the profit of one entrusting client for the purpose of
increasing the profit of another entrusting client; it shall not enter into any contract or carry out any transaction on unreasonably unfavourable terms without legitimate reasons.
8. Except where it results from consolidation or merger of issuing organizations, the Company may only use the equity and capital of entrusting clients to purchase and own (not taking account of the number of shares in the portfolios of entrusting clients being exchange traded funds) more than twenty five (25) per cent of the total number of currently circulating shares of a public company upon satisfaction of the following conditions:
(a) The Company obtains a written approval from the entrusting clients or their representatives of the public offer to acquire, offer price, volume of assets proposed to be offered and method of distribution of assets after making the offer to acquire;
(b) The Company makes a public offer to acquire in accordance with the provisions of the law on securities regarding public offers to acquire.
9. The Company is not permitted to authorize [other entities to provide] or hire external organizations in the territory of Vietnam to provide services of securities investment consultancy and entrusted asset management.

Article 88 Authorization of operation
1. Except for the representative function in accordance with authority delegated by an entrusting client, the Company is permitted:
(a) To authorize a depository bank or Vietnam Securities Depository to carry out fund management activities or [to act as] a transferring agent in accordance with the law on establishment and management of various types of securities investment funds, to determine net asset value, to manage the register of investors and the register of shareholders of a securities investment company, and to exercise the voting right and the ownership right of the
entrusting client; and to authorize a distribution agent to provide services of distribution of public fund certificates.
(b) To authorize a foreign organization to provide services of consultancy, management and depository of the portfolio of assets of a fund or securities investment company invested offshore in accordance with law.
2. The authorization stated in clause 1 of this article must ensure that:
(a) The authorization and the principles for authorization must be stipulated in the fund charter, in the securities investment company charter or investment management contract; basic information about the attorney, scope of operation, functions and duties of the attorney must be publicly disclosed in the prospectus and provided to entrusting clients. The general meeting of investors of a fund, the general meeting of shareholders of a securities investment company or an entrusting client has the right to request the Fund Management Company to change the
organization receiving authorization [the attorney] if considered necessary;
(b) The attorney must have adequate capacity, systems, personnel and experience. With respect to the authorization stated in clause 1(b) of this article, the attorney overseas must register its operation or must be issued with a licence for receipt of authorization, and shall also be under supervision by the financial service supervision and management authority in the local country;
(c) The service provision department of the attorney must be separated from the other departments of the attorney regarding organization of personnel, system of professional rules, reporting system and approval of reports;
(d) The attorney is responsible to provide the Fund Management Company with an independent audit report containing contents relating to the authorization, to serve the inspection and supervision activities of the Fund Management Company as stipulated in clauses 3 and 5 of this article;
(dd) The authorization of operation and the attorney as stipulated in clause 1(a) of this article must be specified in the fund charter or the securities investment company charter and must be publicly disclosed in the prospectus. The authorization of operation and the attorney as stipulated in clause 1(b) of this article must be approved in writing by the general meeting of investors, by the general meeting of shareholders of the securities investment company and/or the entrusting client.
3. With respect to the authorized operations, the Company is responsible:
(a) Before signing a contract to use services of the attorney, the Company must evaluate and prepare minutes of assessment of capacity and material facilities, ensuring that the attorney has sufficient material facilities, technical solutions, systematic security, disaster backup systems, hot stand-by systems, professional rules, internal control and risk management systems, and personnel with appropriate experience and professional qualifications in order to implement the authorized operations;
(b) To regularly implement inspection and supervision in order to ensure that the authorized operations are carried out carefully and safely in accordance with law, the fund charter, the securities investment company charter and the investment management contract, ensuring that the quality of services provided satisfies the criteria and requirements of the Company and of the entrusting client (if any). The Company is permitted to use independent consultants and services provided by other professional organizations operating lawfully in order to perform the
responsibilities stipulated in this sub-clause;
(c) To maintain personnel having appropriate experience, expertise and professional knowledge to supervise, identify and manage effectively risks arising from the authorized operations;
(d) To establish systems and set up processes ensuring that at all times the Fund Management Company, an independent auditing firm and the SSC may access necessary information in order to inspect and supervise the authorization activities, and evaluate and manage risks arising from the authorization activities;
(dd) The authorization does not reduce or change the responsibilities of the Company with respect to entrusting clients. The Company is totally responsible for financial and legal issues arising from the authorization, except for legal obligations and fees which a client directly agrees or pays to the attorney on the basis of the investment management contract, the supervisory contract, the depository contract, the fund charter or the securities investment company charter and in accordance with relevant law. The Fund Management Company must ensure
continuity of the authorized operations without interruption and without affecting investment activities and services provided to entrusting clients;
(e) To completely, promptly and accurately provide relevant information to the attorney in order for the attorney to be able to fully and promptly implement all rights, obligations and responsibilities during the authorization activities;
(g) To completely, promptly and accurately store all instructions, requests and documents sent to the attorney to implement authorization activities; the authorization contract must at least contain the contents in the standard form in Appendix 21 to this Circular, accompanied by the minutes of evaluation of capability and material facilities. Such documents must be provided to the SSC when requested;
(h) Within ten (10) days from the date of signing the contract with the attorney with respect to the authorization activities as stipulated in clause 1(b) of this article, the Company must notify the SSC of such authorization, and must enclose the documents certifying that the attorney satisfies the provisions of clause 2 of this article.
4. At least once every year, the Company must prepare a report on evaluation of the quality of services of the authorization activities with the following contents:
(a) Expenses payable to attorneys in comparison with the total operational expenses, profit and income of funds or of securities investment companies and portfolios entrusted to them;
(b) Total expenses payable to each attorney, including expenses for authorization activities and expenses payable for other services provided by the attorney; ratio of the total expenses payable to each attorney and the total business expenses of the Fund Management Company in one year;
(c) Types and level of risks from authorization activities with respect to entrusted assets and measures for prevention and management of the above risks;
(d) Evaluation of ability to maintain material facilities, technical solutions, systematic security, disaster backup system, hot stand-by system, professional rules, internal control and risk management systems and personnel having appropriate experience and professional qualifications, ensuring that the authorization activities are carried out thoroughly without causing any affect on the investment activities and services provided to entrusting clients.
5. Reports on inspection and supervision implemented in accordance with clause 3(b) of this article, reports on evaluation of the quality of services of authorization activities as stipulated in clause 4 of this article and other related documents must be provided to the Board of Management or the Members” Council or the Owner of the Company, the committee of representatives of the fund, the board of management of the securities investment company, the related custodian bank and the SSC within thirty (30) days from the date of compilation of the reports.

Article 89 Termination of rights and obligations with respect to entrusting clients and replacement with another fund management company
1. The Company shall terminate its rights and obligations with respect to an entrusting client in the following circumstances:
(a) The Company voluntary terminates its rights and obligations with respect to the entrusting client in accordance with the fund charter, the securities investment company charter or the investment management contract;
(b) At the request of the general meeting of investors or the general meeting of shareholders of the securities investment company or of the entrusting client;
(c) The licence for establishment and operation is revoked pursuant to article 70 of the Law on Securities;
(d) The Company merges or consolidates with another fund management company;
(dd) The duration of operation of the fund or securities investment company expires, or the investment management contract is no longer effective.
2. The Company must hold a meeting of the general meeting of investors or of the general meeting of shareholders of the securities investment company or of the entrusting client to obtain opinions on the plan for dealing with assets and on a replacement fund management company in the cases stipulated in clauses 1(a), 1(c) and 1(d) of this article.
3. Rights and obligations of the Company with respect to an entrusting client shall only be terminated as from the time of completion of registration and transfer of ownership of entrusted assets, and handover of all assets and documents proving the ownership, vouchers, books and information about entrusted assets and the entrusting client to the replacement fund management company. The transfer of assets must be completed within six months from the date of receipt of written approval of the SSC.
4. The Company must be totally responsible for any debts and property obligations with respect to the entrusting client not completely handed over to the replacement fund management company. In such case, the Company is responsible to resolve and remedy any consequences arising within three years from the date of completion of handover of assets to the replacement fund management company.

Article 90 Principles for resolution of disputes
1. Any dispute as between shareholders or as between the Company and entrusting investors must first be resolved through negotiation and mediation.
2. Where the parties to a dispute fail to reach agreement, then the dispute shall be submitted to a court or an organization having jurisdiction. The decision of such court or organization shall be final and shall be binding upon the parties.

(Model charter of fund management shareholding companies)
CHAPTER V
Finance and Accounting, Distribution of Profit and Regime on
Reporting and Disclosure of Information about the Company

Article 91 Financial year
1. A financial year of the Company shall commence on 1 January and end on 31 December each year.
2. The first financial year shall commence on the date of issuance of the licence for establishment and operation and end on 31 December of that year.

Article 92 Accounting, auditing and tax
1. The Company shall implement the statistics and accounting regimes and perform tax obligations in accordance with applicable law.
2. Annual financial statements of the Company and of funds and of securities investment companies which are managed by the Company must be audited by an independent auditing firm approved by the SSC before they are submitted to the General Meeting of Shareholders/the Members’ Council/the Owner of the Company and the general meeting of investors/the general meeting of members of securities investment funds or general meeting of shareholders of securities investment companies for consideration and approval.
3. Within ninety (90) days from the end of a financial year, the audited annual financial statements of the Company must be sent to the SSC and the competent tax office.

Article 93 Distribution of profit
1. Before distributing profit to shareholders/members/owner, after-tax profit of the Company as at the end of a financial year must be used to establish funds in accordance with applicable law. The ratio for establishment of the funds which is not stipulated by applicable law shall be determined by the General Meeting of Shareholders, by the Members’ Council or by the company owner.
2. The Company shall only distribute profit to its shareholders/members on the following principles: - The Company generates profit from its business and has fulfilled its tax and other financial obligations in accordance with law;
- The Company must ensure that after distribution of profit, it is still able to satisfy all debts and other property obligations due and payable, which means that the Company does not have overdue debts, other property obligations which are overdue and not payable, or debt reversal, and does not use new loans to satisfy other debts and property obligations which are due and payable;
- The Company has sufficient financial sources at the time of distribution in order to distribute profit to its shareholders/members, ensuring that such distribution shall not affect the business activities of the Company.
3. The Board of Management/the Members” Council is responsible to approve the list of shareholders/members entitled to distribution of profit and the time of distribution of profit.
4. When the Company suffers a loss from its business, it is permitted to carry forward such loss to the following year which shall be deductible from taxable income. The period for carrying forward the loss must not exceed the maximum period for carrying forward losses permitted by law.

Article 94 Regime on disclosure of information and obligations to report
1. The Company is obliged to implement the regime on disclosure of information and report in respect of the operations of the Company and of funds and securities investment companies managed by the Company in accordance with law.
2. The Company is responsible to provide information to investors in accordance with law and this Charter. The Company must ensure that all the following documents are available at its head office, its representative offices, offices of its distribution agents, and on its website in order to enable investors to refer to such documents:
(a) Fund charter, securities investment company charter, and prospectuses;
(b) Reports for the most recent month and annual reports of funds and of securities investment companies for the last 5 years;
(c) Latest evaluations of the total net asset value and net asset value per fund certificate unit or per share of securities investment companies in accordance with law;
(d) Documents, reports and contracts referred to in the prospectuses;
(e) Investment management contracts with information required to be included in the contracts applicable to entrusting investors.
3. The information stipulated in clause 2 of this article shall be provided at no cost on the website of the Company.

(Model charter of fund management shareholding companies)
CHAPTER VI
Dissolution, Bankruptcy and Re-structure of the Company

Article 95 Dissolution of the Company
1. The Company shall be dissolved in the following cases:
(a) The duration of operation stated in the Charter expires and there is no decision to extend such duration;
(b) Pursuant to a decision of the owner/the Members’ Council/the General Meeting of Shareholders of the Company;
(c) The licence for establishment and operation is revoked.
2. The Company shall only be dissolved when it ensures that it shall pay all debts and other property obligations. In the case of insolvency, the dissolution shall be implemented in accordance with the law on bankruptcy.
3. From the time the SSC provides approval of dissolution, the owner, the Members” Council and the Board of Management are not permitted to carry out any activity prohibited by the law on dissolution of enterprises, and are not also permitted to directly organize the liquidation of assets of the Company, unless otherwise stipulated by the Charter of the Company.
4. The sequence for dissolution of the Company shall be as stipulated in the law on establishment, organization and operation of fund management companies.

Article 96 Bankruptcy of the Company
Bankruptcy of the Company shall be implemented in accordance with the Law on Bankruptcy and relevant guiding documents of the Law.

Article 97 Re-structure of the Company
1. The consolidation or merger must comply with the following principles:
(a) The consolidation or merger, the plan for consolidation or merger, or the contract for consolidation or merger must be passed by the General Meeting of Shareholders, the Members” Council or the owner;
(b) Rights and obligations shall be resolved as agreed by the related parties on the principle of voluntariness and in accordance with law;
(c) The consolidation or merger shall not affect the interests of clients and creditors, including bond creditors;
(d) Information about the consolidation or merger must be provided completely, promptly and accurately to shareholders or capital contributing members;
(dd) Treasury shares of consolidating or merging companies must be destroyed when the ratio for conversion is calculated and the plan or contract for consolidation or merger is prepared;
2. During the course of consolidation or merger, the Company, the Board of Management or the Members” Council, the Inspection Committee (if any) or the Executive Committee must:
(a) Ensure safety of assets of the Company, not conceal or disperse assets of the Company in any form, and be responsible before the law for off-balance sheet issues which are not handed over;
(b) Companies participating in the consolidation or merger have rights and responsibilities with respect to all of their interests and obligations until the Company formed upon consolidation or merger is issued with a licence for establishment and operation or an amended licence”
(c) Comply with the law on information disclosure on the securities market.
3. Any shareholder objecting to the consolidation or merger has the right to request the Company to redeem its shares. The level of price for redemption shall be as agreed by the two parties on the basis of the net asset value per share at the time of redemption. Any creditor has the right to request the Company to repay its loan when implementing consolidation or merger. The above requests must be in writing, specifying the name and address of the shareholder, capital contributing member or  creditor, volume of shares, value of capital contribution or value of the loan, and requests must be sent to the Company within thirty (30) days from the date of passing of the consolidation or merger.
4. The sequence and procedures for consolidation or merger of the Company shall be as stipulated in the law on establishment, organization and operation of fund management companies.

Article 98 Conversion of form of the Company
1. When implementing the conversion, the Company must obtain the approval of the SSC.
2. The sequence and procedures for conversion of the form of the Company shall be as stipulated in the law on establishment, organization and operation of fund management companies.
3. In the case of conversion in combination with private share placement, or public offer to sell shares, or any transaction requiring approval, then the conditions, sequence and procedures for offer to sell shall be as stipulated in relevant laws.

(model charter of fund management shareholding companies)
CHAPTER VII
Implementing Provisions

Article 99 Effectiveness of the Charter
The Charter is of full force and effect as from the date on which the SSC issues the licence for establishment and operation to the Company.

Article 100 Amendment of and addition to the Charter
1. These provisions may be amended or added on the basis of a resolution of the General Meeting of Shareholders/the Members” Council/the owner of the Company. Any amendment of or addition to the Charter must be reported to the SSC.
2. Any matter relating to the operations of the Company which is not mentioned in this Charter shall be governed by applicable relevant laws.

Article 101 Registration of the Charter and signatures
1. This Charter comprises …chapters and ….articles and is made in ….copies with equal validity. Signatures of founding shareholders/founding members/the Chairman of the Company.