VIETNAM ENTERPRISE LAW 2014

NATIONAL ASSEMBLY
——-

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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Law No. 68/2014/QH13

Hanoi, November 26, 2014

LAW

ON ENTERPRISES

Pursuant to Constitution of Socialist Republic of Vietnam;

The National Assembly promulgates the Law on enterprises.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law deals with the establishment, organization,
restructuring, dissolution, and relevant activities of enterprises, including
limited liability companies, joint-stock companies, partnerships, private
companies, and groups of enterprises.

Article 2. Regulated entities

1. Enterprises.

2. Agencies, organizations, and individuals involved in the
establishment, organization, restructuring, dissolution, and relevant activities
of enterprises.

Article 3. Application of the Law on Enterprises and
specialized laws

If specialized laws contain regulations on establishment,
organization, restructuring, dissolution, and relevant activities of
enterprises, such regulations shall apply.

Article 4. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Foreigner means any person who does not have
Vietnamese nationality.

2. Shareholder means any individual or organization
that owns at least a share of a joint-stock company.

Founding shareholder

means
any shareholder that owns at least an ordinary share and whose signature is on
the list of founding shareholders of the joint-stock company.

3. Dividend means a net profit paid to each share in
cash or other assets from the residual profit of the joint-stock company after
all financial obligations are fulfilled.

4. Limited liability companies include single-member
limited liability companies and multi-member limited liability companies.

5. National business registration portal means a
website used for online business registration and access of information about
business registration.

6. National Enterprise Registration Database means a
collection of data about business registration nationwide.

7. Enterprise means an organization that has its own
name, assets, office, and is registered in accordance with law to do business.

8. State-owned company means any enterprise of which
100% charter capital is held by the State.

9. Vietnamese company means any enterprise that is
established or registered under Vietnam’s law and has its headquarter located
in Vietnam.

10. Permanent residence means the address of the
organization’s headquarter or address of the individual’s permanent residence,
workplace, or another location that is registered by such person with the
enterprise as contact.

11. Market price of a stake or share means the
highest price on the market on the previous day, the price agreed between the
seller and the buyer, or the price determined by a professional valuation
organization.

12. Certificate of Business registration means a
paper or electronic file issued by the business registration authority to the
enterprise which contains information about business registration.

13. Capital contribution means the contribution of
assets to form the company’s charter capital. Capital contribution is either
contribution of capital to establish a new enterprise or contribution of
additional capital to an existing enterprise.

14. National business registration information system comprises
the National Enterprise Registration Database, national business registration
portal, and the system infrastructure.

15. Valid application means an application that
contains adequate documents as prescribed in this Law, and information on which
are declared sufficiently as prescribed by law.

16. Business means the continuous execution of one,
some, or all of stages of the investment process such as manufacturing, selling
products or services on the market to earn profit.

17. Related person means any organization or
individual that has a direct or indirect relationship with the enterprise,
including the following cases:

a) The parent company, the manager of the parent company,
and the person competent to designate such manager are related persons of
subsidiaries in the same group;

b) Subsidiaries are related person of the parent company in
the same group;

c) The person or a group of people who can influence the
decision making and operation of the enterprise via a managerial body;

d) The enterprise manager;

dd) Spouse, parents, adoptive parents, children, adopted
children, brothers-in-law, sisters-in-law of the enterprise manager or the
members/partners/shareholders who have the controlling stake or shares;

e) Any person authorized to represent one of the persons or
companies mentioned in Points a, b, c, d, and dd of this Clause;

g) The enterprise in which the persons or companies
mentioned in Points a, b, c, d, dd, e, and h of this Clause have enough holding
to influence the decision making of the managerial bodies of such enterprise;

h) A group of people who have an agreement to acquire
stakes, shares, or interests of the company to have influence over the decision
making of the company.

18. Enterprise managers is the manager of the
company or manager of private company, who is either an owner of a private
company, a general partner, the Chairpersons of the Board of members, a member
of the Board of members, the company’s President, the Chairperson of the Board
of Directors, a member of the Board of Directors, the Director/General
Director, or a person holding another managerial position who is entitled to
enter into the company’s transactions on behalf of the company according to the
company’s charter.

19. Founder means any organization or individual that
establishes or contributes capital to establish an enterprise.

20. Foreign investor means any organization or
individual that is defined as a foreign investor according to the Law on
Investment.

21. Stake means the total value of assets that a
member/partner contributes or promises to contribute to a limited liability
company or partnership. Stake holding means the ratio of a member/partner’s
stake to charter capital of the limited liability company or partnership.

22. Public services/products are services/products
necessary for life and socio-economic conditions of the country or communities
of certain areas that the State must provide to ensure common interests or
National defense and security; the investment in manufacturing and supply of
such services/products under market mechanism is not likely to be recouped.

23. Company member means any individual or
organization that holds part or all of charter capital of a limited liability
company or partnership.

24. Members of a partnership include general partners
and capital contributors

25. Enterprise restructuring is either a total
division, partial division, consolidation, acquisition of an enterprise, or
conversion of the type of business entity.

26. Foreign organization means any organization that
is established overseas under another country’s law.

27. Foreign investors’ holding means the total
holding of voting capital of all foreign investors in a Vietnamese company.

28. Voting capital means the stake or shares under
the ownership of a person who has the right to vote on the issues within the
competence to decide the Board of members or the General Meeting of
Shareholders.

29. Charter capital means the total value of assets
that are contributed or promised to be contributed by members/partners when establishing
a limited liability company or partnership; or the total face value of shares
that are sold or registered when establishing a joint-stock company.

Article 5. State assurance about enterprises and owners of
enterprises

1. The State recognizes the continued existence and
development of types of business entities defined in this Law; ensures the
legal equality of enterprises regardless of their forms and economic sectors;
and acknowledges the legitimate profitability of business.

2. The State recognizes and protects the ownership of
assets, capital, income, other lawful rights and interests of enterprises and
owners of enterprises.

3. Legitimate assets and capital of enterprises and
enterprise owners shall not be nationalized and shall not be administratively
confiscated.

The State shall purchase or requisition enterprises’ assets
for reasons of National defense and security, national interests, state of
emergency, natural disaster response, and pay enterprises according to market
prices at such times. The payment or compensation must ensure enterprises’
interests without discrimination between types of business entities.

Article 6. Political organizations and socio-political
organizations within enterprises

1. Political organizations and socio-political
organizations within enterprises shall operate in accordance with Constitution,
law, and the organization’s charter.

2. Enterprises must not obstruct the establishment of
intramural political organizations or socio-political organizations and must
not obstruct employees to participate in such organizations.

Article 7. Rights of enterprises

1. Engage in the business lines that are not prohibited by
law.

2. Exercise business autonomy; decide on organizational
structure, business lines, and location; change the scale and business lines.

3. Decide on the method of raising and using capital.

4. Find markets, customers, and sign contracts proactively.

5. Engage in export and import.

6. Hire employees to serve the business.

7. Apply science and technologies to improve business
efficiency and competitiveness.

8. Own, use, and dispose of assets of the enterprise.

9. Refuse to provide resources against the law.

10. Lodge complaints and denunciations in accordance with
regulations of law on complaints and denunciations.

11. Participating in proceedings in accordance with laws.

12. Other rights prescribed by relevant laws.

Article 8. Obligations of enterprises

1. Satisfy the conditions when engaging in the business
lines subject to business conditions as prescribed by the Law on Investment;
maintain the fulfillment of such conditions throughout the business operation.

2. Do accounting, make and submit truthful financial
statements in a timely manner according to regulations of law on accounting and
statistics.

3. Declare, pay taxes and fulfill other financial
obligation as prescribed by law.

4. Ensure the lawful rights and interests of employees
according to regulations of law on employment; do not show discriminatory
behaviors or insult employees in the enterprise; do not employ children and
forced labour; provide support for and enable employees to have professional
training; buy social insurance, unemployment insurance, health insurance, and
other types of insurance for employees.

5. Ensure and take responsibility for quality of
goods/services according to standards prescribed by law or registered/announced
standards.

6. Fulfill obligations pertaining to business registration,
changes of business registration information, disclosure of information about
the enterprise establishment and operation, and other obligations prescribed in
this Law and relevant laws.

7. Take responsibility for the truthfulness and accuracy of
information in the application for business registration and reports; rectify
incorrect information.

8. Comply with regulations of law on national defense and
security, social order and safety, gender equality, protection of natural
resources, the environment, historic sites and natural monuments.

9. Exercise the obligations pertaining to business ethics to
protect the lawful rights and interests of customers and consumers.

Article 9. Rights and obligations of enterprises providing
public services/products

1. The rights and obligations specified in Article 7,
Article 8, and relevant regulations of this Law.

2. Get reimbursed for the costs in accordance with
regulations of law on bidding, or collect service charges in accordance with
regulations of competent authorities.

3. Provide products/services for a period of time
sufficient to recoup investment and earn a reasonable amount of profit.

4. Provide products/services according to agreed quantity,
quality, and time limits at the prices or charges decided by competent
authorities.

5. Ensure equitability and equally convenience of
customers.

6. Take legal responsibility for the quantity, quality,
conditions, prices/charges of the products/services provided.

Article 10. Criteria, rights and obligations of social
enterprises

1. Every social enterprise must satisfy the following
criteria:

a) The enterprise is registered in accordance with this
Law;

b) The enterprise’s objective is to resolve social,
environmental problems, or to serve public interests;

c) At least 51% of annual profit is used for reinvestment
in order to serve the social, environmental purposes as registered.

2. Apart from the rights and obligations of enterprises
prescribed in this Law, social enterprises also have the following rights and
obligations:

a) Maintain the objectives and conditions prescribed in
Point b and Point c Clause 1 of this Article throughout the operation; any
operating enterprise that wishes to convert into a social enterprise, and any
social enterprise that wishes to stop operating as a social enterprise shall
notify the competent authority to complete necessary procedures;

b) Owners and managers of social enterprises shall be
enabled to obtain licenses and relevant certificates as prescribed by law.

c) Seek and receive sponsorships from other individuals,
enterprises, non-governmental organizations, other Vietnamese and foreign
organizations to cover administrative expense and operating costs of the
enterprise;

d) Do not use the sponsorships for purposes other than
covering administrative expense and operating costs or resolving social,
environmental issues registered by the enterprise;

dd) Submit annual reports on the enterprise’s operation to
the competent authority when receiving incentives or support.

3. The State shall introduce policies to encourage,
support, and boosts the development of social enterprises.

4. The Government shall elaborate this Article.

Article 11. Retention of enterprise’s documents

1. Depending on the form, the enterprise must retain the
following documents:

a) The company’s charter; internal rules and regulations;
member register or shareholder register;

b) Certificate of industrial property rights; Certificate
of product quality registration; other licenses and certificates;

c) Documents proving the company’s ownership of its assets;

d) Minutes of meetings of the Board of members, the General
Meeting of Shareholders, the Board of Directors; the enterprise’s decisions;

dd) The prospectus for securities issuance;

e) Reports made by the Control Board; conclusions of
inspection authorities; conclusions of audit organizations;

g) Accounting books, accounting documents, and annual
financial statements.

2. The documents mentioned in Clause 1 of this Article must
be kept at the headquarter or another location prescribed in the company’s
charter. The retention duration shall comply with relevant regulations of law.

Article 12. Reporting changes to information about the
enterprise’s manager

The enterprise must notify the business registration
authority of the changes to the name, address, nationality, ID number, passport
number or other ID papers of the following persons within 05 days from the day
on which such changes are made:

1. Members of the Board of Directors of the joint-stock
company;

2. Members of the Control Board or controllers;

3. The Director or General Director.

Article 13. Legal representative

1. The legal representative of an enterprise is the
individual that exercises the rights and fulfills the obligations on when
making transactions on behalf of the enterprise, represents the enterprise as
the plaintiff, defendant, and person with relevant interests and duties before
the arbitral tribunal, the court, exercises other rights and fulfills other
obligations as prescribed by law.

2. A limited liability company or joint-stock company may
have one or multiple legal representatives. The quantity, titles, rights and
obligations of legal representative of the enterprise shall be specified in the
company’s charter.

3. There must always be at least one legal representative
that resides in Vietnam. If the enterprise has only one legal representative,
such person must resides in Vietnam and authorizes another person in writing to
perform the legal representative’s right and obligations when leaving Vietnam.
In this case, the legal representative is still responsible for the performance
of delegated rights and obligations.

4. In case the legal representative does not return to
Vietnam at the end of the authorization period and does not give another
authorization:

a) The authorized person of the private company shall keep
performing the legal representative’s rights and obligations within the scope
of authorization until the legal representative goes back to work at the
enterprise;

b) The authorized person of the limited liability company,
joint-stock company, or partnership shall keep performing the legal representative’s
rights and obligations within the scope of authorization until the legal
representative goes back to work at the enterprise, or until the company owner,
the Board of members, or the Board of Directors decides to designate another
person as the legal representative of the enterprise.

5.
If the enterprise has only one legal representative and such person is not
present in Vietnam for more than 30 days without authorizing another person to
act as the legal representative, or such person is dead, missing, detained,
sentenced to imprisonment, or legally incompetent, then the company owner, the
Board of members, or the Board of Directors shall designate another person as
the legal representative.

6. With regard to a limited liability company with two members,
if the member who is the legal representative of the company is detained or
sentenced to imprisonment, makes a getaway, is missing or

legally
incompetent

, or is banned from practicing by the court for smuggling,
producing counterfeits, running illegal businesses, tax evasion, fraud, or
another crime defined by Criminal Code, the other member is naturally the
company’s legal representative until the Board of members makes a decision on
company’s legal representatives.

7. In some special cases, the Court is entitled to appoint
the legal representative during the proceedings.

Article 14. Responsibilities of the enterprise’s legal
representative

1. The enterprise’s legal representative has the following
responsibilities:

a) Perform the given rights and obligations in a truthful,
careful manner to ensure the enterprise’s lawful interests;

b) Act in the best interest of the enterprise; do not use
information, secrets, business opportunities of the enterprise; do not misuse
the position, power, or property of the enterprise for self-seeking purposes or
serving the interest of other entities;

c) Notify the enterprise of the representative and his/her
related persons owning or having the controlling stake or shares in other
enterprises.

2. The legal representative of the enterprise is personally
responsible for the damage caused by his/her violations against the obligations
mentioned in Clause 1 of this Article.

Article 15. Authorized representatives of owners, members,
shareholders being organizations

1. The authorized representatives of owners, members,
shareholders being organizations must be individuals authorized in writing to
perform their rights and obligations prescribed in this Law on behalf of such
owners, members, shareholders.

2. Unless otherwise prescribed by the company’s charter,
the authorized representative shall be appointed as follows:

a) A multi-member limited liability company that holds at
least 35% of charter capital may appoint up to 03 representatives;

b) A joint-stock company that holds at least 10% of
ordinary shares may appoint up to 03 representatives.

3. If the owner, member, or shareholder being an
organization appoints multiple authorized representatives, the stake/shares of
each representative must be determined. If the owner, member, or shareholder
fails to determine the stake/shares of each authorized representative, the
stake/shares shall be split equally among the representatives.

4. Authorized representatives must be appointed in writing;
the appointment of authorized representative must be notified to the company
and is only effective when the company receives the notification. The letter of
authorization must contain:

a) Full name, enterprise identification number, address of
the headquarter of the owner, member, shareholder;

b) The quantity of authorized representatives and their
corresponding holding of shares/stake;

c) Full name, permanent residence, nationality, ID number,
passport number of each authorized representative;

d) The duration of authorization of each representative,
including the beginning date;

dd) Full names, signatures of legal representatives,
owners, members, shareholders, and authorized representatives.

5. Authorized representatives must satisfy the conditions
below:

a) The authorized representative is legally competent;

b) The authorized representative is not prohibited from
establishing and managing enterprises;

c) Members, shareholders being companies of whom >50% of
charter capital is held by the State in the form of stake or shares must not
appoint their spouses, parents, adoptive parents, children, adopted children,
siblings of the manager or the person competent to appoint the company manager
as authorized representatives of other companies;

d) The authorized representative satisfies other conditions
prescribed by the company’s charter.

Article 16. Responsibilities of authorized representative
of owners, members, shareholders being organizations

1. The authorized representatives of owners, members,
shareholders being organizations shall perform the rights and obligations of
owners, members, and shareholders on their behalf at the Board of members or
the General Meeting of Shareholders in accordance with this Law. All
restrictions imposed by owners, members, shareholders upon the authorized
representative’s performance of the rights and obligations of being owners,
members, and shareholders shall not apply to any third party.

2. Authorized representatives must attend every meeting of
the Board of members or the General Meeting of Shareholders; perform given
rights and obligations in a truthful and careful manner to protect the lawful
interests of the authorizing owners, members and shareholders

3. Authorized representatives are responsible to owners,
members, shareholders being organizations for failure to fulfill the
obligations prescribed in this Article. The authorizing owners, members, and
shareholders are responsible to the third party for the responsibility
pertaining the rights and obligations performed by the authorized
representatives.

Article 17. Prohibited acts

1. Issuing or refusing to issue the Certificate of Business
registration; requesting business founders to submit additional documents
against this Law; delaying, obstructing, harassing business founders or
enterprises’ operation.

2. Obstructing owners, members, shareholders of enterprises
performing the obligations and rights prescribed in this Law and the company’s
charter.

3. Doing business as an enterprise without registration;
carrying on doing business after the Certificate of Business registration has
been revoked.

4. Providing untruthful information in the application for
enterprise registration or application for adjustments to business
registration.

5. Declaring false charter capital; failure to contribute
sufficient charter capital as registered; deliberately determining inaccurate
values of contributed assets.

6. Engaging in prohibited business lines; engaging in
business lines subject to conditions without satisfying all of the conditions
as prescribed in the Law on Investment, or failing to maintain fulfillment of
such conditions throughout the business operation.

7. Money laundering, fraud.

Chapter II

ENTERPRISE ESTABLISHMENT

Article 18. The right to establish enterprises, contribute
capital, purchase shares/stakes, and manage enterprises

1. Every organization and individual is entitled to
establish and manage enterprises in Vietnam in accordance with this Law, except
for the cases in Clause 2 of this Article.

2. The following entities are not permitted to establish
and manage enterprises in Vietnam:

a) Government agencies, armed force units using state-owned
property to establish enterprises for self-seeking purposes.

b) Officials and civil servants defined by regulations of
law on officials and civil servants;

c) Commissioned officers, non-commissioned officers,
workers and civil servants working at units of the army; commissioned officers,
non-commissioned officers working at police units, except for those appointed
as authorized representatives to manage state capital contributed to other
enterprises;

d) Executive officers of state-owned companies, except for
those appointed as authorized representatives to manage state capital
contributed to other enterprises;

dd) Minors; people that are legally incompetent;
organizations without legal status;

e) Any person facing criminal prosecution, serving a prison
sentence, undergoing drug rehabilitation, sent to a reform school; or banned
from doing business, holding a certain title or doing a certain job by the
court; and other cases prescribed by regulations of law on bankruptcy and
anti-corruption.

The applicant for enterprise registration must submit the
criminal record to the business registration authority at its request.

3. Every organization and individual is entitled to
contribute capital, buy shares/stakes in joint-stock companies, limited
liability companies, and partnerships in accordance with this Law, except in
the following cases:

a) Government agencies, armed force units using state-owned
property to establish enterprises for self-seeking purposes;

b) The entities banned prohibited from contributing capital
to enterprises as prescribed by regulations of law on officials and civil
servants.

4. Self-seeking purpose mentioned in Point a Clause 2 and
Point a Clause 3 of this Article means the use of income, in any shape or form,
earned from doing business, capital contribution, purchase of shares/stakes for
any of the purposes below:

a) The income is distributed, in any shape or form, among
some or all of the persons mentioned in Point b and Point c Clause 2 of this
Article;

b) The income is used to increase the budget of the
organization/unit against regulations of law on government budget;

c) The income is added to a fund serving private interests
of the organization/unit.

Article 19. Contracts prior to business registration

1. The founder of the enterprise may sign contracts serving
the establishment and operation of the enterprise before and during the process
of business registration.

2. If the enterprise establishment is permitted, the
enterprise shall keep performing the duties and rights under the concluded
contracts, unless otherwise agreed by the parties.

3. If the enterprise registration is not granted, the
person who enters into the contract prescribed in Clause 1 of this Article
shall take responsibility, or the founder of the enterprise shall take joint
responsibility for the implementation of the contract.

Article 20. Application for registration of a private
company

1. An application form for business registration.

2. Copies of the ID card or other ID papers of the owner of
the private company.

Article 21. Application for registration of a partnership

1. An application form for business registration.

2. The company’s charter.

3. A list of partners.

4. Copies of the ID card or other ID papers of the
partners.

5. A copy of the Certificate of Investment registration of
the foreign investors as prescribed by the Law on Investment.

Article 22. Application for registration of a limited
liability company

1. An application form for business registration.

2. The company’s charter.

3. A list of members.

4. Copies of:

a) Copies of the ID card or other ID papers of members
being individuals;

b) Decision on Establishment, Certificate of Business
registration, or an equivalent document of the organization and the letter of
authorization; the ID card or other ID papers of the authorized representatives
of members being organizations.

If a member is a foreign organization, the copy of the
Certificate of Business registration or an equivalent document must be
consularly legalized.

c) The Certificate of Investment registration of the
foreign investors as prescribed by the Law on Investment.

Article 23. Application for registration of a joint-stock
company

1. An application form for business registration.

2. The company’s charter.

3. A list of founding shareholders and shareholders being
foreign investors.

4. Copies of:

a) Copies of the ID card or other ID papers of founding
shareholders and foreign investors being individuals;

b) Decision on Establishment, Certificate of Business
registration, or an equivalent document of the organization and the letter of
authorization; the ID card or other ID papers of the authorized representatives
of founding shareholders and foreign investors being organizations.

If shareholders are foreign organizations, the copy of the
Certificate of Business registration or an equivalent document must be
consularly legalized.

c) The Certificate of Investment registration of the
foreign investors as prescribed by the Law on Investment.

Article 24. Contents of the application form for business
registration

1. Name of the enterprise.

2. Address of the enterprise’s headquarter; phone number,
tax number, and email address (if any).

3. Business lines.

4. Charter capital; capital invested by the owner of the
private company.

5. Types of shares, face value of each type of shares and
total authorized shares of each type if the enterprise is a joint-stock
company.

6. Tax registration information

7. Number of employees.

8. Full name, signature, permanent residence, nationality,
number of the ID card, passport, or another ID paper of the owner if the
enterprise is a private company, or those of the partners if the enterprise is
a partnership.

9. Full name, signature, permanent residence, nationality,
number of the ID card, passport, or another ID paper of the legal
representative if the enterprise is a limited liability company or joint-stock
company.

Article 25. The company’s charter.

1. The company’s charter consists of the charter upon
registration and amendments made to the charter throughout the enterprise’s
operation.

Main contents of the company’s charter:

a) Name, address of the headquarter of the enterprise;
names, addresses of its branches and representative office (if any);

b) Business lines;

c) Charter capital; total shares, types of shares, and
nominal values of each type of shares if the enterprise is a joint-stock
company;

d) Full names, addresses, nationalities, and other
information of general partners if the enterprise is a partnership; of the
owners or members if the enterprise is a limited liability company; of founding
shareholders if the enterprise is a joint-stock company; stakes of each member
if the enterprise is a limited liability company or partnership; the quantity
of shares, types of shares, and nominal value of each type of the founding
shareholders;

dd) Rights and obligations of members/partners if the
enterprise is a limited liability company/partnership; of shareholders if the
enterprise is a joint-stock company;

e) Organizational structure;

g) The legal representative if the enterprise is a limited
liability company or a joint-stock company;

h) Method for ratifying the enterprise’s decisions; rules
for resolution of internal dispute;

i) Bases and methods for determination of wages and bonus
for managers and controllers;

k) Cases in which a member is entitled to request the
enterprise to buy his/her stake (if the enterprise is a limited liability
company) or shares (if the enterprise is a joint-stock company);

l) Rules for distribution of post-tax profit and handling
of business loss;

m) Cases of dissolution; procedures for dissolution and
asset liquidation;

n) Rules for making amendments to the company’s charter.

2. When applying for business registration, the charter
must bear the full names and signatures of the following persons:

a) General partners if the enterprise is a partnership;

b) The enterprise’s owner being an individual or the legal
representative of the enterprise’s owner being an organization (if the
enterprise is a single-member limited liability company);

c) Members being individuals or legal representatives or
authorized representatives of the members who are organizations (if the
enterprise is a multi-member limited liability company);

c) Founding shareholders being individuals and legal
representative or authorized representative of founding shareholders being
organizations if the enterprise is a joint-stock company.

3. The amended charter must bear the full names and
signatures of the following persons:

a) The President of the Member assembly if the enterprise
is a partnership;

b) The owner, legal representative of the owner, or the
legal representative if the enterprise is a single-member limited liability
company;

c) The legal representative if the enterprise is a
multi-member limited liability company or joint-stock company.

Article 26. List of members of a limited liability company,
general partners of a partnership, founding shareholders of a joint-stock
company

The list of members of a limited liability company, general
partners of a partnership, founding shareholders of a joint-stock company must
have the following information:

1. Full names, signatures, addresses, nationalities,
permanent residence, and other information about members/general partners being
individuals if the enterprise is a limited liability company or partnership; of
founding shareholders and foreign investors being individuals if the enterprise
is a joint-stock company;

2. Names, enterprise identification number, and addresses
of members/general partners being organizations if the enterprise is a limited
liability company or partnership; of founding shareholders and foreign
investors being organizations if the enterprise is a joint-stock company;

3. Full names, signatures, addresses, nationalities,
permanent residences of authorized representatives or legal representatives of
members being organizations if the enterprise is a limited liability company;
of founding shareholders and foreign investors being organizations if the
enterprise is a joint-stock company;

4. Stakes, types, quantity and value of each type of
contributed assets, time limit for making capital contribution of each
member/general partner if the enterprise is a limited liability company or
partnership; quantity of shares, types of shares, types, quantity and value of
each type of assets contributed by each founding shareholders and shareholders
being foreign investors if the enterprise is a joint-stock company.

Article 27. Procedures for business registration

1. The founder of the enterprise or an authorized person
shall submit the application for enterprise registration prescribed in this Law
to the business registration authority

2. The business registration authority shall consider the
legitimacy of the application for enterprise registration and issue the
Certificate of Business registration within 03 working days from the day on
which the application is received. If the application is rejected, a written
notification must be sent to the founder. The notification must provide
explanation and necessary adjustments or additions.

3. The Government shall specify the procedures and
documents for business registration, cooperation among regulatory bodies in
issuance of Certificate of Business registration, employment registration,
social insurance, and online business registration.

Article 28. Issuance of the Certificate of Business
registration

1. The enterprise shall be granted the Certificate of
Business registration when the following conditions are satisfied:

a) The registered business lines are not banned;

b) The enterprise’s name is conformable with regulations in
Articles 38, 39, 40, and 42 of this Law;

c) The application for business registration is
satisfactory;

d) The fee for enterprise registration is fully paid as
prescribed by regulations of law on fees and charges.

2. If the Certificate of Business registration is lost or
damaged or otherwise destroyed, the enterprise shall have it reissued and pay
fees as prescribed by law.

Article 29. Contents of the Certificate of Business
registration

1. Name and identification number of the enterprise.

2. Address of the enterprise’s headquarter.

3. Full name, signature, permanent residence, nationality,
number of the ID card, passport, or another ID paper of the legal
representative if the enterprise is a limited liability company or joint-stock
company; or general partners if the enterprise is a partnership; of the owner
if the enterprise is a private company; full names, permanent residences,
nationalities, ID/passport numbers of members being individuals, or names,
enterprise identification numbers and addresses of headquarters of members
being organizations if the enterprise is a limited liability company.

4. Charter capital.

Article 30. Enterprise identification number

1. Enterprise identification number is a series of number
created by the National Business Registration Information System which is
issued to the enterprise when it is established and written on the Certificate
of Business registration. Each enterprise has a sole enterprise identification
number and it shall not be issued to any other enterprise.

2. The enterprise identification number is used when
fulfilling tax obligations, following administrative procedures, and performing
other rights and obligations.

Article 31. Registration of changes to the Certificate of
Business registration

1. The enterprise must register with the business
registration authority when contents of its Certificate of Business
registration are changed as prescribed in Article 29 of Law.

2. The legal representative of the enterprise must register
the changes to the Certificate of Business registration within 10 days from the
day on which such changes are made.

3. The business registration authority shall consider the
legitimacy of the documents and issue a new Certificate of Business
registration within 03 working days from the day on which the application is
received.

If the application is rejected, a written notification must be
sent to the applicant.

The notification must provide explanation and
necessary adjustments or additions.

4. Changes to the Certificate of Business registration
according to a decision of the court or arbitration shall be registered
following the procedures below:

a) The applicant for changes to the Certificate of Business
registration shall submit the application to the business registration
authority within 15 working days from the effective date of the judgment or
decision. The application must be enclosed with a copy of the effective
judgment or decision;

b) The business registration authority shall consider and
issue a new Certificate of Business registration according to the effective
judgment or decision within 03 working days from the day on which the
application is received. If the application is rejected, a written notification
must be sent to the applicant. The notification must provide explanation and
necessary adjustments and additions.

Article 32. Notification of changes to the business
registration information

1. The enterprise must notify the business registration
authority when making any of the changes below:

a) Changing the business lines;

b) Changing the founding shareholders if the enterprise is
a joint-stock company and shareholders being foreign investors, unless the
enterprise is a listed company;

c) Making other changes to the application for enterprise
registration.

2. The legal representative of the enterprise shall notify
changes to business registration information within 10 days from the day on
which such changes are made.

3. The company must send a written notification to the
business registration authority of the administration division where the
enterprise’s headquarter is located from the day on which shareholders being
foreign investors, whose names are in the enterprise’s shareholder register,
are changed. The notification must specify:

a) The enterprise’s name, enterprise identification number,
address of the headquarter.

b) With regard to shareholders being foreign investors who
transfer their shares (the transferors): Names and addresses of foreign
shareholders being organizations; full name, nationalities, addresses of
shareholders being individuals; their holdings and quantity of shares, types of
shares; quantity and types of transferred shares;

c) With regard to shareholders being foreign investors who
receive shares transfer (the transferees): Names and addresses of foreign
shareholders being organizations; full name, nationalities, addresses of
shareholders being individuals; quantity and types of shares received; quantity
of shares and corresponding holdings in the company;

d) Full name and signature of the company’s legal
representative.

4. The business registration authority shall consider the
legitimacy of the documents and change business registration information within
03 working days from the day on which the notification is received. If the
changes are rejected, a written notification must be sent to the applicant. The
notification must provide explanation and necessary adjustments and additions
(if any).

5. Changes to business registration information according
to a decision of the court or arbitration shall be registered following the
procedures below:

a) The applicant for changes to business registration
information shall submit the notification of changes to a competent business
registration authority within 10 working days from the effective date of the
judgment or decision. The notification must be enclosed with a copy of the
effective judgment or decision;

b) The business registration authority shall consider and
change the business registration information according to the effective
judgment or decision within 03 working days from the day on which the
notification is received. If the changes are rejected, a written notification
must be sent to the requester. The notification must provide explanation and
necessary adjustments and additions.

Article 33. Announcing business registration information

1. After being granted the Certificate of Business
registration, the enterprise must make an announcement on the National Business
Registration Portal and pay the fee as prescribed. The announcement shall
contain the information on the Certificate of Business registration and the
following information:

a) The business lines;

b) A list of founding shareholders and shareholders being
foreign investors if the enterprise is a joint-stock company.

2. If business registration information is changed, the
changes must be announced on National Business Registration Portal by the
deadline prescribed in Clause 3 of this Article.

3. Announcement of the information prescribed in Clause 1
and Clause 2 of this Article must be announced within 30 days from the day on
which it is disclosed.

Article 34. Provision of business registration information

1. Within 05 working days from the day on which the
Certificate of Business registration is issued or business registration
information is changed, the business registration authority shall send the
business registration information or the changes to business registration
information to the tax authority, statistical agency, labor authority, and
social insurance authority; periodically send business registration information
and changes to business registration information to another regulatory body of
the same level, the People’s Committee of the district where the enterprise’s
headquarter is located.

2. Every organization or individual is entitled to request
business registration authorities to provide information that must be announced
by enterprises as prescribed by law.

3. Business registration authorities must provide
information sufficiently and in a timely manner as prescribed in Clause 2 of
this Article.

4. The Government shall elaborate this Article.

Article 35. Contributed assets

1. Contributed assets may be Vietnam Dong (VND), convertible
foreign currencies, gold, value rights to use land, value of intellectual
property rights, technologies, technical secrets, and other assets that can be
assessed in VND.

2. Intellectual property rights contributed as capital
include copyrights and relevant rights, industrial property rights, plant
variety rights, and other intellectual property rights prescribed by
regulations of law on intellectual property. Only the organizations and
individuals who are legitimate owners of the aforementioned rights may
contribute such assets as capital.

Article 36. Contributed assets

1. Members of limited liability companies, general partners
of partnerships, and shareholders of joint-stock companies must transfer the
right to ownership of assets contributed as capital as follows:

a) If asset ownership registration is mandatory or the
asset is land use right, the capital contributor must follow procedures for
transferring the ownership of such asset or land use right to the company at a
competent authority.

The transfer of ownership of contributed assets shall not
incur registration fee;

b) If asset ownership registration is not mandatory, the
capital contribution shall be recorded in writing.

The transfer record must specify the name and headquarter
address of the company; Full name, permanent residence, ID/passport number,
establishment decision number or registration number of the contributor; the
types and quantity of assets contributed; total value of contributed assets and
ratio of contributed assets to the company’s charter capital; the date of
transfer; signatures of the contributor or the contributor’s authorized
representative and the legal representative of the company;

c) Shares or stakes in the form of assets other than VND,
convertible foreign currency, and gold are considered transferred after the
legal ownership of such assets is transferred to the company.

2. Contributed assets used for the private company’s
operation is exempt from procedures for ownership transfer.

3. Payments for transfer of shares/stakes, and receipt of
dividends of foreign investors must be made through their capital accounts
opened at banks in Vietnam, except for payment with assets.

Article 37. Assessing contributed assets

1. Contributed assets other than VND, convertible foreign currencies,
gold, must be assessed by members/general partners, founding shareholders, or
professional valuation organizations, and expressed in VND.

2. Assets contributed upon the enterprise establishment
must be unanimously assessed by members or founding shareholders, or assessed
by a professional valuation organization. If assets are assessed by a
professional valuation organization, the value of contributed assessed must be
concurred with by the majority of members or founding shareholders.

If a contributed asset is assessed at a higher value than
its true value at the time of contribution, the members or founding
shareholders shall contribute an additional amount which is equal to the
difference between the assessed value and true value when the valuation is
done; and are jointly responsible for the damage caused by deliberate
assessment of assets higher values than their actual values.

3. Assets contributed during the operation shall be
assessed by the owner, the Board of members (if the enterprise is a limited
liability company or partnership), or the Board of Directors (if the enterprise
is a joint-stock company) and the contributor or a professional valuation
organization. If the asset is assessed by a professional valuation
organization, its assessed value must be concurred with by the contributor and
the enterprise.

If
the assessed value is higher than the true value of the asset at the time of
contribution, the contributor, the owner, members of the Board of members (if
the enterprise is a limited liability company or partnership), or members of
the Board of Directors (if the enterprise is a joint-stock company) shall
contribute an additional amount which is equal to the difference between the
assessed value and true value when the valuation is done; and are jointly
responsible for the damage caused by

deliberate
assessment of assets higher values than their actual values

.

Article 38. Enterprise’s name

1. The Vietnamese name of an enterprise consists of two
elements:

a) The type of business entity. The type of business entity
is written as “công ty trách nhiệm hữu hạn” or “công ty TNHH” (limited
liability company); “công ty cổ phần” or “công ty CP” (joint-stock company);
“công ty hợp danh” or “công ty HD” (partnership); “doanh nghiệp tư nhân”, “DNTN”
or “doanh nghiệp TN” (private company);

b) The proper name is written using the Vietnamese
alphabet, the letters, F, J, Z, W, digits, and symbols.

2. The enterprise’s name must be post up at the
headquarter, branches, representative offices, and other business locations of
the enterprise. The enterprise’s name must be printed or written on transaction
documents, materials, and publications published by the enterprise.

3. Business registration authorities are entitled to refuse
to grant approval for enterprises’ names pursuant to Articles 39, 40, 42, and
this Article.

Article 39. Prohibitions when naming enterprises

1. Picking a name that is the same as or confused with
another enterprise’s name which has been registered as prescribed in Article 42
of this Law.

2. Using names of regulatory bodies, the armed forces,
political organizations, socio-political organizations,
socio-political-professional organizations, social organizations,
socio-professional organizations as the whole or part of the enterprise’s proper
name, unless otherwise permitted by the organization.

3. Using words or symbols that offend the history,
tradition, culture of Vietnam.

Article 40. Enterprise’s name in foreign language and
abbreviated name

1. Enterprise’s name in foreign language means the name
translated from the Vietnamese name into a foreign language that uses the Latin
alphabet. When translated into a foreign language, the enterprise’s name may be
kept unchanged or translated into a word or phrase with a corresponding
meaning.

2.
If the enterprise has a foreign name, it size must be smaller than the
enterprise’s Vietnamese name at the headquarter, branches, representative
offices, business locations of the enterprise, on the enterprise’s documents
and publications.

3. Abbreviated name of a enterprise may derived from the
Vietnamese name or the foreign language name.

Article 41. Names of branches, representative offices, and
business locations

1. Names of branches, representative offices, and business
locations must be written using the Vietnamese alphabet, the letters F, J, Z,
W, digits, and symbols.

2. The name of each branch or representative office must
bear the enterprise’s name and the word “Chi nhánh” (“Branch of”) or “Văn phòng
đại diện” (“Representative office”)

3. Names of branches, representative offices, and business
locations must be put up at the branches, representative office, and business
locations. The name of the branch or representative office must be smaller than
the enterprise’s name on the documents issued by the branch or representative
office.

Article 42. Used names and confusing names

1. A used name means a Vietnamese name chosen by a
enterprise which is exactly the same as the name of another registered
enterprise.

2. A name is considered confusing in the following cases:

a) The Vietnamese name chosen by the enterprise is
pronounced similarly to the name of a registered enterprise;

b) The abbreviated name chosen by the enterprise is the
same as the abbreviated name of a registered enterprise;

c) The foreign language name chosen by the enterprise is
the same as the foreign language name of a registered enterprise;

d) The proper name chosen by the enterprise is different
from that of a registered enterprise of the same type by only a digit or a
letter (in the Vietnamese alphabet, or the letter F, J, Z, W) right after the
chosen proper name;

dd) The proper name chosen by the enterprise is different
from that of a registered enterprise of the same type by only a symbol “&”,
“.”, “+”, “-”, “_”;

e) The proper name chosen by the enterprise is different
from that of a registered enterprise of the same type by only a the word “tân”
(“new”) before or “mới” after the proper name;

g) The proper name chosen by the enterprise is different
from that of a registered enterprise of the same type by only a word “miền
Bắc” (”Northern”), “miền Nam” (”Southern”), “miền Trung” (”Central”), “miền
Tây” (”Western”), “miền Đông” (”Eastern”), or a word with similar meanings.

Regulations in Points d, dd, e, and g of this Clause do not
apply to subsidiaries of a registered enterprise.

Article 43. Headquarter

The headquarter of a enterprise is a location in Vietnam
with an address, which consists of the house number, street, commune, district,
province, phone number, fax number, and email address (if any).

Article 44. Enterprise’s seal

1. Every enterprise is entitled to decide the form,
quantity, and contents of its seal. A seal must specify:

a) The enterprise’s name;

b) The enterprise’s ID number.

2. Before using the seal, the enterprise must send the seal
design to the business registration authority in order for the business
registration authority to post it on the National Business Registration Portal.

3. The management, use, and retention of the seal shall
comply with the company’s charter.

4. The seal shall be used in the cases prescribed by law or
agreed by the parties.

5. The Government shall elaborates this Article.

Article 45. Branches, representative offices, and business
locations of the enterprise

1. A branch is a unit dependent on the enterprise and
obliged to perform part or all of the enterprise’s functions, including
representation under authorization. The business lines of the branch must be
consistent with those of the enterprise.

2. A representative office is a unit dependent on the
enterprise and obliged to represent the enterprise’s interests under
authorization and protect such interests.

3. Business location is a place where the enterprise does
some particular business activities.

Article 46. Establishment of branches, representative
offices

1. Every enterprise is entitled to establish a branch or
representative office, whether at home or overseas. A enterprise may establish
one or multiple branches/representative offices in an administrative division.

2. When establishing a branch/representative office in
Vietnam, the enterprise shall submit an application for establishment of the
branch/representative office to a competent business registration authority in
charge of the administrative division where the branch/representative office is
situated. The application consists of:

a) A notification of the branch/representative office
establishment;

b) A copy of the Establishment Decision and minutes of the
meeting about the branch/representative office establishment; a copy of the ID
card/passport or ID paper of the head of the branch/representative office.

3. The business registration authority shall examine the
validity of the application and issue the Certificate of Branch/Representative
Office Registration within 03 working days from the day on which the
application is received. If the application is rejected, the enterprise must be
notified in writing. The notification must provide explanation and necessary
adjustments/supplementation (if any)

4. The business registration authority that issues the
Certificate of branch/representative office registration shall inform the
business registration authority in charge of the administrative division where
the enterprise’s headquarter is situated, send information about registration
of the branch/representative office to the tax authority, statistics authority
within 05 working days from the issuance date of the Certificate of
branch/representative office registration; periodically send information to the
People’s Committee of the district where the branch/representative office is
situated.

5. The legal representative of the enterprise shall
register changes to the Certificate of Branch/Representative Office
Registration within 10 days from the day on which such changes are made.

6. The Government shall elaborates this Article.

Chapter III

LIMITED LIABILITY COMPANY

Section 1: MULTI-MEMBER LIMITED LIABILITY COMPANY

Article 47. Multi-member limited liability company

1. Multi-member limited liability company is a enterprise
where:

a) Members are organizations and/or individuals; the number
of members does not exceed 50;

b) Members are liable for debts and other liabilities of
the enterprise up to the value of capital they contribute to the enterprise,
except for the case in Clause 4 Article 48 of this Law.

c) Stakes of members shall be transferred in accordance
with Articles 52, 53, and 54 of this Law.

2. A multi-member limited liability company has a legal
status from the issuance date of the Certificate of Business registration.

3. Multi-member limited liability companies must not issue
shares.

Article 48. Capital contribution to company establishment
and issuance of certificate of capital contribution

1. Charter capital of a multi-member limited liability
company upon business registration is the total value of capital contribution
to the company promised by the members.

2. Every member must contribute capital properly in terms
of sufficiency and type of assets as agreed within 90 days from the day on
which the Certificate of Business registration is issued. Company’s members may
only contribute assets other than the promised assets it such assets are
approved by the majority of other members. After the said deadline, each member
has the rights and obligations proportional to their promised capital
contribution.

3. In case a member fails to contribute capital or fails to
fully contribute capital by the deadline mentioned in Clause 2 of this Article:

a) The member who fails to contribute capital as promised
is obviously no longer a company’s member;

b) The member who fails to fully contribute capital as
promised shall have the rights proportional to his/her contributed capital;

c) The right to contribute capital of the member who fails
to contribute capital shall be offered under a decision of the Board of
members.

4. If a member fails to contribute capital or fails to
fully contribute capital as agreed, the company shall register a change to
charter capital and the member’s stake holding within 60 days from the deadline
for making sufficient capital contribution prescribed in Clause 2 of this
Article. Any member who fails to contribute capital or fails to fully
contribute capital as agreed shall take responsibility up to the value of
promised capital contribution for the company’s financial obligations incurred
before the day on which the company registers the changes to the charter
capital and its members’ stakes.

5. When a member fully contributes capital, the company
shall issue a Certificate of capital contribution to such member. The certificate
of capital contribution shall contains:

a) The enterprise’s name, ID number, and headquarter
address;

b) The enterprise’s charter capital;

c) Full name, permanent residence, nationality, ID/passport
number if the member is an individual; name, establishment decision number or
company ID number, headquarter address if the member is an organization;

d) The member’s stake and value thereof;

dd) Number and date of issue of certificate of capital
contribution;

e) Full name and signature of the company’s legal
representative.

6. In case a certificate of capital contribution is lost,
damaged, or otherwise destroyed, its holder shall has it reissued in accordance
with the procedures provided for by the company’s charter.

Article 49. Member register

1. The company shall make a member register as soon as the
Certificate of Business Registration is issued. The member register shall
contain:

a) The enterprise’s name, ID number, and headquarter
address;

b) Full names, permanent residences, nationalities,
ID/passport numbers of members being individuals; names, establishment decision
numbers or company ID numbers, headquarter addresses of members being
organizations;

c) Stakes and values thereof; date of capital contribution,
types of contributed assets; quantity and value of each type of assets
contributed by each member;

d) Signatures of members being individuals or legal
representatives of members being organizations;

dd) Numbers and dates of issue of certificates of capital
contribution of every member.

2. The member register shall be kept at the company’s
headquarter.

Article 50. Rights of members

1. Participate in meetings of the Board of members;
discuss, propose, votes for the issues within the competence of the Board of
members.

2. Cast a number of votes that is proportional to the
member’s stake, except for the case in Clause 2 Article 48 of this Law.

3. Receive a proportion of profits that is proportional to
the member’s stake after the company has settled all taxes and fulfilled other
financial obligations as prescribed by law.

4. Receive a proportion of remaining assets that is
proportional to the member’s stake after the company is dissolved or goes
bankrupt.

5. Has the preemptive right to contribute additional
capital when the company’s charter capital is increased.

6. Dispose of his/her own stake by transfer part or all of
it, give, donate or otherwise in accordance with law and the company’s charter.

7. File a lawsuit against the President of the Member
assembly, Director/General Director, legal representative, or another manager
in accordance with Article 72 of this Law, whether single-handedly or on behalf
of the company.

8. Except for the case in Clause 9 of this Article, any
member or group of members that owns at least 10% of the charter capital (or a
smaller amount prescribed by the company’s charter) shall have the additional
rights below:

a) Request meetings of the Board of members to resolve
issues within its competence;

b) Inspect, examine books and monitors transactions,
accounting books, and annual financial statements;

c) Inspect, examine, copy the member register, meeting
minutes, Resolutions of the Board of members, and other documents of the
company.

d) Request the Court to annul the resolution of the Board
of members within 90 days from the ending date of the meeting if the
procedures, conditions for meeting, or contents of such resolution are not
correct or not conformable with this Law and the company’s charter.

9. If a company’s member owns more than 90% of charter
capital and the company’s charter does not provide for a smaller rate as
prescribed in Clause 8 of this Article, the group of other members shall
naturally have the rights prescribed in Clause 8 of this Article.

10. Other rights prescribed by this Law and the company’s
charter.

Article 51. Obligations of member

1. Contribute capital fully and punctually; take liability
for the debts and other liabilities of the company up to the value of capital
contributed, except for the cases in Clause 2 and Clause 4 Article 48 of this
Law.

2. Do not withdraw contributed capital in any shape or
form, except for the cases in Articles 52, 53, 54, and 68 of this Law.

3. Comply with the company’s charter.

4. Comply with resolutions and decisions of the Board of
members.

5. Take personal responsibility when committing the
following acts on behalf of the company:

a) Violations of law;

b) Business operations or transactions that do not serve
the company’s interests and cause damage for other persons;

c) Payment of undue debts while the company is facing financial
risk.

6. Fulfill other obligations prescribed by this Law.

Article 52. Repurchasing stakes

1. Every member is entitled to request the company to
repurchase his/her stake if such member votes against the resolution of the
Board of members on:

a) Amendments to the company’s charter that are related to
rights and obligations of members and/or the Board of members;

b) Company restructuring;

c) Other cases prescribed by the company’s charter.

The request for repurchase of a stake must be made in
writing and sent to the company within 15 days from the day on which the
Resolution is ratified as prescribed in this Clause.

2. When such a request is made as prescribed in Clause 1 of
this Article, if an agreement on the price is not reached, the company shall repurchase
the member’s stake at the market price or at a price determined according to
the company’s charter within 15 days from the day on which the request is
received. The payment shall only be made if the company is still able to repay
its debts and settle other liabilities after paying for the stake.

3. If the company does not repurchase the stake as
prescribed in Clause 2 of this Article, the member is entitled to transfer
his/her stake to another member or a person other than members.

Article 53. Transferring stakes

1. Except for the case in Clause 3 Article 52, Clause 5 and
Clause 6 Article 54 of this Law, every member of multi-member limited liability
company are entitled to transfer part or all of his/her stake to another person
as follows:

a) Offer the stakes to other members in proportion to their
stakes in the company under the same conditions;

b) Only transfer the stake under the same conditions
applied other members prescribed in Point a of this Clause to persons other
than members if the members do not buy or do not buy completely within 03 days
from the offering date.

2. The transferring member still has the rights and
obligations to the company in proportion to his/her stake until information
about the buy mentioned in Points b, c and d Clause 1 Article 49 of this Law is
written on the member register.

3. If the transfer or change of the stake causes the
company to have only one member, the company shall be converted into a
single-member limited liability company and register the business registration
changes within 15 days from the day on which the transferred is finished.

Article 54. Settlement of stakes

in some special cases

1. If a member being an individual dies, his/her inheritor
according to the will or law shall be the company’s member.

If a
member being an individual is declared missing by court, his/her asset
management according to civil law shall be the company’s member.

2. If a member becomes

legally incompetent

,
his/her rights and obligations shall be performed by his/her guardian.

3. A member’s stake shall be transferred or repurchased by
the company in accordance with Article 52 and Article 53 of this Law in the
following cases:

a) The inheritor does not wish to become a member;

b) The recipient mentioned in Clause 5 of this Article is
not accepted by the Board of members as a member;

c) The member is an organization that has been dissolved or
bankrupt.

4. If a member being an individual dies without an
inheritor, the inheritor renounces the inheritance or is disinherited, such stake
shall be settled in accordance with civil law.

5. A member is entitled to give part or all of his/her
stake to another person.

The recipient is the member’s spouse, parent, child, or a
person within three ranks of inheritance, is naturally the company’s member. If
the recipient being another person shall only become the company’s member if
accepted by the Board of members.

6. If the member uses his/her stake to pay debts, the
recipient is entitled to use such stake to:

a) Become a company’s member if accepted by the Board of
members; or

b) Offer and transfer it in accordance with Article 53 of
this Law.

Article 55. Organizational structure

A multi-member limited liability company has a the Board of
members, a the Chairperson of the Board of members, a Director/General
Director. Every multi-member limited liability company that has 11 members or
more shall establish a the Control Board; a company with fewer than 11 members
may also establish a the Control Board if necessary for the business
administration. Rights, obligations, standards, requirements, and conditions of
the Control Board and Chief of the Control Board shall be provided for in the
company’s charter.

Article 56. The Board of members

1. The Board of members consists of all company’s members
and is the supreme decision-making body of the company. The frequency of
meetings of the Board of members shall be specified by the company’s charter.
Nevertheless, there must be at least one meeting per year.

2. The Board of members has the following rights and
obligations:

a) Decide the annual business plan and development strategy
of the company;

b) Decide the increase or decrease of charter capital;
decide the time method for raising additional capital;

c) Decide development investment projects of the company;

d) Decide solutions for market development; marketing,
technology transfers; ratifying contracts for taking loans, granting loans,
selling assets of which the value is higher than 50% of total asset value
written in the latest financial statement (or a smaller rate or value
prescribed by the company’s charter);

dd) Elect, dismiss the Chairperson of the Board of members;
decide the designation of, dismissal of, conclusion and termination of
contracts with the Director/General Director, Chief accountant, and other
managers prescribed by the company’s charter;

e) Decide the salaries, bonuses, and other benefits for the
Chairperson of the Board of members, Director/General Director, Chief
accountant, and other managers prescribed by the company’s charter;

g) Ratify annual financial statements, plans for use and
distribution of profit, or plans for loss settlement of the company;

h) Decide the company’s organizational structure

i) Decide establishment of subsidiaries, branches, and
representative offices;

k) Amend the company’s charter;

l) Decide the company restructuring;

m) Decide the dissolution or petition for bankruptcy of the
company;

n) Other rights and obligations prescribed by this Law and
the company’s charter.

3. If an individual being a member of a limited liability
company is detained, imprisoned, or derived for the right to practice by the
Court as prescribed by Criminal Code, such member may authorize another person
to participate in the Board of members of the company.

Article 57. Chairperson of the Board of members

1. The Board of members shall elect a member as the
Chairperson. The Chairperson of the Board of members may concurrently hold the
position of the company’s Director/General Director.

2. The Chairperson of the Board of members has the
following rights and obligations:

a) Prepare the agenda and operation plan of the Board of
members;

b) Prepare the agenda, contents, documents of meetings of
the Board of members or for absentee voting;

c) Convene and chair meetings of the Board of members or
organize the absentee voting;

d) Carry out or organize supervision of implementation of
Resolutions of the Board of members;

dd) Sign Resolutions of the Board of members on behalf of
the Board of members;

e) Other rights and obligations prescribed by this Law and
the company’s charter.

3. The term of office of a the Chairperson of the Board of
members shall not exceed 05 years. The Chairperson of the Board of members may
be re-elected without term limit.

4. If the Chairperson of the Board of members is absent or
incapable of performing his/her rights and obligations, he/she may authorize
another member in writing to perform rights and obligations of the Chairperson
of the Board of members in accordance with the company’s charter. If no member
is authorized, one of the members of the Board of members shall convene a
meeting to elect one of the members to temporarily perform rights and
obligations of the Chairperson of the Board of members under the majority rule.

Article 58. Meetings of the Board of members

1. The Board of members shall be convened at the request of
the Chairperson of the Board of members or a member or group of member
prescribed in Clause 8 and Clause 9 Article 50 of this Article. Every meeting
of the Board of members must be held at the company’s headquarter, unless
otherwise prescribed by the company’s charter.

The Chairperson of the Board of members shall prepare the
agenda, documents, and convene meetings of the Board of members. Members may
propose additional contents to the agenda in writing. The proposal must
contain:

b) The full name, permanent residence, nationality,
ID/passport number of if the member is an individual; name, establishment
decision number or company ID number, headquarter address if the member is an
organization; full name, signature of the member or the member’s authorized
representative;

b) Proportion of stake, number and date of issue of the
certificate of capital contribution;

c) Additional contents;

d) Reasons.

The Chairperson of the Board of members must accept the
proposal and change the agenda if such proposal is valid and sent to the
company’s headquarter at least 01 working day before the meeting date; if a
proposal is put forward right before the meeting, it shall be accepted if the
majority of the attending members approve.

2. Invitations to meetings of the Board of members may be
made in writing, by phone, fax, or another electronic medium as prescribed by
the company’s charter, and sent directly to each member of the Board of
members. The invitation must specify the time, location, and contents of the
meeting.

The agenda and documents must be sent to the company’s
members before the meeting takes place. Documents related to amendments to the
company’s charter, approval of the company’s development orientation, approval
of annual financial statements, restructuring or dissolution of the company
must be sent to the members at least 07 days before the meeting date. Time
limits for sending other documents shall be prescribed by the company’s
charter.

3. In case the Chairperson of the Board of members fails to
convene a meeting of the Board of members at the request of a member/group of
member prescribed in Clause 8 and Clause 9 Article 50 of this Law within 15
days from the day on which the request is received, such member/group of member
shall convene the meeting.

4. Unless otherwise prescribed by the company’s charter,
the convention of a meeting of the Board of members prescribed in Clause 3 of
this Article must be made in writing and contain the following information:

a) Full names, permanent residences, nationalities,
ID/passport numbers of members being individuals; names, establishment decision
numbers or company ID numbers, headquarter addresses of members being
organizations; proportion of stake, number and date of issue of the certificate
of capital contribution of each member that makes the request;

b) Reasons for convening the meeting and issues that need
solving;

c) Intended agenda;

d) Full names and signatures of every member that makes the
request or their authorized representatives.

5. If the request for convention of a meeting of the Board
of members does not contain sufficient information as prescribed in Clause 4 of
this Article, the Chairperson of the Board of members shall send a written notification
to the member/group of member within 07 working days from the day on which the
request is received.

In other cases, the Chairperson of the Board of members
shall convene a meeting of the Board of members within 15 days from the day on
which the request is received.

In
case the Chairperson of the Board of members fails to convene a meeting of the
Board of members as prescribed, the Chairperson shall be personally responsible
for the damage to the company and relevant members.

In this case, the member/group of members that makes the
request is entitled to convene a meeting of the Board of members. Reasonable
expenditures for the convention and organization of the meeting of the Board of
members shall be reimbursed by the company.

Article 59. Conditions and formalities of meetings of the
Board of members

1. A meeting of the Board of members shall be convened when
it is attended by a number of members that hold at least 65% of charter
capital; the specific ratio shall be prescribed by the company’s charter.

2. If the conditions for holding a meeting of the Board of
members prescribed in Clause 1 of this Article are not satisfied, the second
meeting shall be held as follows unless otherwise prescribed by the company’s
charter:

a) The second meeting shall be held within 15 days from the
intended date of the first meeting. The second meeting shall be held when it is
attended by a number of members that hold at least 50% of example;

b) If the conditions for holding the second meeting of the
Board of members prescribed in Point a Clause 2 of this Article are not
satisfied, the third meeting shall be held within 10 working days from the
intended date of the second meeting. In this case, the meeting of the Board of
members shall be held regardless of the number of attending members and the
amount of charter capital held by the attending members.

3. Members, authorized representatives of members shall
attend and casts votes at meetings of the Board of members. Meeting formalities
and voting methods shall be prescribed by the company’s charter.

4.
The duration of a meeting session may be extended where necessary to complete
the agenda. Nevertheless, the duration must not exceed 30 days from the
beginning date.

Article 60. Resolutions of the Board of members

1. The Board of members shall ratify the Resolutions within
its competence through voting at the meeting, absentee voting, or another
voting method prescribed by the company’s charter.

2. Unless otherwise prescribed by the company’s charter,
the following issues shall be resolved through voting at the meeting of the
Board of members:

a) Amendments to the company’s charter prescribed in
Article 25 of this Law;

b) The company’s development orientation;

c) Election, dismissal of the Chairperson of the Board of
members; designation, dismissal of Director/General Director;

d) Approval for the annual financial statement;

dd) Restructuring or dissolution of the company.

3. Unless otherwise prescribed by the company’s charter,
the Resolution of the Board of members shall be ratified at the meeting in the
following cases:

a) It receives a number of votes that represents at least
65% of total stakes of attending members, except for the case in Point b of
this Clause;

b) In case of a decision to sell assets of which the value
is ≥ 50% of total asset value according to the latest financial statement (or a
smaller ratio prescribed by the company’s charter; in case of amendments to the
company’s charter; in case of restructuring or dissolution of the company, the
resolution must receives a number of votes that represents at least 75% of
total stakes of attending members

4. A member is considered to have attended and cast votes
at the meeting of the Board of members when such person:

a) Attend and directly vote at the meeting;

b) Authorize another person to attend and cast votes at the
meeting;

c) Attend and cast votes through online meeting, cast
electronic votes or use another electronic medium;

d) Send votes to the meeting by post, fax, or email.

5. A Resolution of the Board of members shall be ratified
in the form of absentee voting if this method is approved by a number of
members that holds at least 65 % of charter capital. The specific ratio shall
be prescribed by the company’s charter.

Article 61. Minutes of meetings of the Board of members

1. Meetings of the Board of members must be recorded in
writing, audio recordings, or other electronic media of recordings.

2. The minutes of the meeting must be completed and
ratified right before the end of the meeting. The minutes must have the
following content:

a) Time, location, purposes, agenda of the meeting;

b) Full names, proportions of stakes, numbers and issuance
dates of certificates of capital contribution of members or authorized
representatives of members that attend the meeting; Full names, proportions of
stakes, numbers and issuance dates of certificates of capital contribution of
members or authorized representatives of members that do not attend the
meetings;

c) The issues discussed and voted; summary opinions of
members about each issue;

d) Total number of valid votes, invalid votes, affirmative
votes, and negative votes for each issue.

dd) The decisions ratified;

e) Full names and signatures of the minutes maker and the
chair of the meeting.

3. The minutes maker and the chair of the meeting are
jointly responsible for the accuracy and truthfulness of the meeting minutes.

Article 62. Procedures for ratifying Resolutions of the
Board of members by absentee voting

Unless otherwise prescribed by the company’s charter, the
procedures for absentee voting to ratify a Resolution shall be as follows:

1. The Chairperson of the Board of members decides to
collect absentee ballots from members of the Board of members to cast to ratify
the issues within its competence;

2. The Chairperson of the Board of members shall organize
the drafting, sending of reports on the issues that need deciding, the Draft
Resolution, and absentee ballots to members of the Board of members;

3. The absentee ballot shall contain:

a) Name, enterprise ID number, headquarter address;

b) The full name, address, Nationality, ID/passport number,
stake holding of the member;

c) The issues and responses in the following order: in
favour, against, and abstentions;

d) Deadline for submitting the absentee ballot;

dd) Full name and signature of the Chairperson of the Board
of members.

An absentee ballot that contains sufficient information,
bears the signature of the member, and is sent to the company by the deadline
is considered valid;

4. The Chairperson of the Board of members shall organize
the vote counting, make a vote counting report, notify the result and the
ratified decisions to members within 07 working days from the deadline for
submitting the enquiry form. The report on vote counting result is as valuable
as the minutes of meeting of the Board of members and must contain the
following information:

a) Purposes and the issue of the absentee voting;

b) Full names, proportions of stakes, numbers and issuance
dates of certificates of capital contribution of members or authorized
representatives that submit valid absentee ballots; Full names, proportions of
stakes, numbers and issuance dates of certificates of capital contribution of
members or authorized representatives that do not submit absentee ballots or
that submit invalid absentee ballots;

c) The issues that need voting; summary opinions of members
about each issue (if any);

d) Total number of valid absentee ballots, invalid absentee
ballots, unsubmitted absentee ballots; total number of valid forms with
assenting opinions, those with dissenting opinions with regard to each issue;

dd) The decisions ratified and the corresponding ratio of
votes;

e) Full name and signature of the counter and the
Chairperson of the Board of members. The counter and the Chairperson of the
Board of members are jointly responsible for the accuracy and truthfulness of
the report on vote counting result.

Article 63. Effect of Resolution of the Board of members

Unless otherwise prescribed by the company’s charter, the
Resolution of the Board of members shall be effective from the day on which it
is ratified or from its effective date written therein.

In case a member/group of member request the Court or
arbitral tribunal to annul a ratified Resolution, it is still effective until
the decision of the Court or arbitral tribunal comes into force.

Article 64. Director/General Director

1. The Director or General Director of a company is the
person who administer the everyday business operation of the company and is
responsible to the Board of members for the performance of his/her rights and
obligations.

2. The Director/General Director has the following rights
and obligations:

a) Organize the implementation of Resolutions of the Board
of members;

b) Decide the issues related to the company’s everyday
business operation;

c) Organize the implementation of the company’s business
plans and investment plans;

d) Promulgate the company’s rules and regulations, unless
otherwise prescribed by the company’s charter;

dd) Designate, dismiss the company’s managerial positions,
except for those within the competence of the Board of members;

e) Sign contracts on behalf of the company, except for
those within the competence of the Board of members;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of
members;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

l) Perform other rights and obligations prescribed in the
company’s charter, employment contract between Director/General Director and
the company according to the Resolution of the Board of members.

Article 65. Standards and conditions of Director/General
Director

1. The Director/General Director must be

legally
competent

and is not banned from enterprise management as prescribed in
Clause 2 Article 18 of this Law.

2. The Director/General Director must have experience and
qualifications in business administration, unless otherwise prescribed by the
company’s charter.

3. With regard to a subsidiary of which over 50% of charter
capital is held by the State in the form of stakes of shares, apart from the
standards and requirements in Clause 1 and Clause 2 of this Article, the
Director/General Director must not be a spouse, birth parent, adoptive parent,
birth child, adopted child, brother, sister, brother-in-law, sister-in-law of
the manager of the parent company and the representative of state capital in
such company.

Article 66. Wages, salaries, and bonuses for the
Chairperson of the Board of members, Director/General Director, and managers

1. The company shall pay wages, salaries, and bonuses for
the Chairperson of the Board of members, Director/General Director, and other
managers according to the business outcomes.

2. The wages, salaries of the Chairperson of the Board of
members, Director/General Director, and other managers shall be included in
operating expense as prescribed by regulations of law on corporate income tax,
relevant regulations of law, and recorded as a separate item in the annual
financial statement.

Article 67. Contracts and transactions subject to approval
by the Board of members

1. The following contracts and transactions between the
company and the following entities are subject to approval by the Board of
members:

a) Members, authorized representatives of members,
Director/General Director, company’s legal representative;

b) Related persons of the persons mentioned in Point a of
this Clause;

c) The manager of the parent company, the person competent
to designate the manager of the parent company.

d) Related persons of the persons mentioned in Point c of
this Clause.

2. The person who concludes the contract or makes the
transaction must send a notification to members of the Board of members and the
Controller of the entities relevant to such contract or transaction. The
notification shall be enclosed with the draft contract or main contents of the
transaction to be made. Unless otherwise prescribed by the company’s charter,
the Board of members shall decide whether to accept the contract/transaction
within 15 days from the day on which the notification is received. In this
case, the contract/transaction shall be accepted if it is approved by the
majority of the members who represent at least 65% of voting capital. Members
who involve in the contract/transaction must not vote.

3. The contract/transaction carried out against the
regulations in Clause 1 and Clause 2 of this Article and causing damage to the
company shall be annulled and dealt with as prescribed by law. The person who
concludes the contract or makes the transaction, members involved and their
related persons shall pay compensation for the damage inflicted, return to the
company the income from such contract/transaction which is carried out against
Clause 1 and Clause 2 of this Article or causes damage to the company.

Article 68. Adjustment to charter capital

1. The company may increases its charter capital in the
following cases:

a) Capital contribution of members is increased;

b) Capital contributions are made by new members.

2.
When increasing stakes of members, the additional capital shall be split to the
members according to their proportion of stakes to the company’s charter
capital.

Every member may transfer the right
to contribute capital to another person as prescribed in Article 53 of this
Law. Any member who objects to the decision on increase of charter capital may
refuse to contribute more capital. In this case, the additional capital
contributed by the member shall be split among other members according to their
proportion of stakes to the company’s charter capital, unless otherwise agreed
among the members.

3. The company may decreases its charter capital in the
following forms:

a) Part of stakes is returned to members according to their
stake holding if the company has run for more than 02 consecutive years from
the date of business registration, provided the debts and other liabilities can
be paid after the return is made.

b) The company repurchases a member’s stake as prescribed
in Article 52 of this Law;

c) Charter capital is not contributed fully and punctually
by members as prescribed in Article 48 of this Law.

4. Within 10 days from the date of increase or decrease in
charter capital, the company must send a written notification to the business
registration authority. The notification shall contain:

a) Name, ID number, headquarter address of the enterprise;

b) Charter capital, the intended increase or decrease in
charter capital;

c) Time, reasons, and methods of increase or decrease;

d) Full name and signature of the company’s legal
representative

If charter capital is increased, the notification must be
enclosed with the Resolution and meeting minutes of the Board of members. If
charter capital is decreased, the notification must be enclosed with the
Resolution, meeting minutes of the Board of members, and the latest financial
statement. Business registration authority shall update information about
increase or decrease in charter capital within 03 working days from the day on
which the notification is received.

Article 69. Conditions for profit distribution

The company shall only distribute profits to its members
when its business operation is profitable, tax liability and other financial
obligations are fulfilled in accordance with law, debts and other liabilities
can be paid after profit distribution.

Article 70. Withdrawal of returned stake

or distributed profit

When a stake is returned due to an decrease to charter
capital against the regulations in Clause 3 Article 68 of this Law, or profits
are distributed to members against the regulations in Article 69 of this Law,
the members must return the money or assets they receive, or take joint
responsibility for the debts and other liabilities of the company until the
amount of money or assets returned by the members is equivalent to the decrease
in capital or the distributed profits.

Article 71. Responsibilities of the Chairperson of the
Board of members, Director/General Director, legal representative, Controllers,
and other managers

1. The Chairperson of the Board of members,
Director/General Director, legal representative, Controllers, and other
managers have responsibilities to:

a) Perform the given rights and obligations in an honest,
careful manner to serve the best legitimate interests of the company;

b) Act in the best interest of the company; not use the
company’s business opportunities, information, secrets; not abuse power or
position; not use the company’s property for self-seeking purpose or serve the
interests of another entity;

c) Provide the company with timely, sufficient, and
accurate information about the enterprises in which they and their related
person own or have the controlling stake or shares;

d) Perform other rights and obligations prescribed by law
and the company’s charter.

2. The Director or General Director must not increase
salaries or pay bonuses if the company is not able to pay due debts.

3. A notification of related persons mentioned in Point c
Clause 1 of this Article shall contain the following information:

a) Names, enterprise identification numbers, addresses of
headquarters of the enterprises in which they have stakes or shares; holding
and time of ownership;

b) Names, enterprise identification numbers, addresses of
headquarters of the enterprises in which their related persons have private
ownership or joint ownership of shares or stakes that make up over 10% of
charter capital.

4. The information mentioned in Clause 1 and Clause 3 must
be declared within 05 working days from the day on which relevant interests
occur or change. The company shall compile a list of related persons of the
company and their transactions with the company. The list must be kept at the
company’s headquarter. Members, managers, controllers of the company, and their
authorized representative are entitled to examine and copy part or all of the
information mentioned in Clause 1 and Clause 3 of this Article during working
hours in accordance with the procedures in company’s charter.

Article 72. Lawsuits against managers

1. Members of the company shall, single-handedly or on
behalf of the company, file liability or civil lawsuits against the President
of the Member assembly, Director/General Director, legal representative, and
other managers that commit violations against the manager’s duties in the
following cases:

a) The violations mentioned in Article 71 of this Law;

b) Failure to adhere to or acts against regulations of law
or the company’s charter on given rights and obligations; failure to implement
or adequately, promptly implement Resolutions of the Board of members;

c) Other cases defined by law and the company’s charter.

2. Procedures for filing lawsuits shall comply with
regulations of law on civil proceedings.

3. The proceeding costs when a member file a lawsuits on
behalf of the company shall be included in the company’s expense, unless such
lawsuit is denied.

Section 2: SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 73. Single-member limited liability company

1. A single-member limited liability company is a
enterprise under the ownership of an organization or individual (hereinafter
referred to as the company’s owner; the company’s owner is liable for the
company’s debts and other liabilities up to the company’s charter capital.

2. A single-member limited liability company has its legal
status from the issuance date of the Certificate of Business registration.

3. Single-member limited liability companies must not issue
shares.

Article 74. Capital contribution to the company’s
establishment

1. Charter capital of a single-member limited liability
company on the business registration date is total value of assets promised to
be contributed by the owner, which is written in the company’s charter.

2. A owner shall make contributions in accordance with the
commitment upon enterprise registration within 90 days from the issuance date
of the Certificate of Business registration in terms of value and types of
assets.

3. If sufficient charter capital is not fully contributed
by the deadline mentioned in Clause 2 of this Article, the owner shall register
a change to the charter capital within 30 days from the deadline for fully
contributing charter capital. In this case, the owner shall take responsibility
up to the value of promised capital contribution for the company’s financial
obligations incurred before the change to charter capital is registered.

4. The owner, with his/her entire property, shall take
responsibility for the company’s financial obligations, the damage caused by
failure to contribute capital, or failure to fully and punctually contribute
capital.

Article 75. Rights of the company’s owner

1. The company’s owner has the rights to:

a) Decide the contents of the company’s charter; amend the
company’s charter;

b) Decide the annual business plans and development plans
of the company;

c) Decide the organizational structure; designate and
dismiss the company’s manager;

d) Decide development investment projects;

dd) Decide solutions for market development, marketing, and
technology;

e) Ratify contracts to take loans, contracts to grant
loans, and other contracts prescribed by the company’s charter of which the
values are equal to or higher than 50% of the total asset value written in the
latest financial statement of the company, or a smaller rate prescribed by the
company’s charter;

g) Decide the sale of assets of which the values are equal
to or higher than 50% of the total asset value written in the latest financial
statement of the company, or a smaller rate prescribed by the company’s
charter;

h) Decide increases to the company’s charter capital;
transfer part of or all of the company’s charter capital to other organizations
and/or individuals;

i) Decide the establishment of subsidiaries, capital
contributions to other companies;

k) Supervise and assess the company’s business operation;

l) Decide the use of profit after company’s tax liability
and other financial obligations are fulfilled;

m) Decide the company’s restructuring, dissolution, and
petition for bankruptcy;

n) Withdraw the entire value of the company’s asset value
after the dissolution or bankruptcy process is completed;

o) Exercise other rights prescribed in this Law and the
company’s charter.

2. The company’s owner being an individual has the rights
to:

a) Decide the contents of the company’s charter; amend the
company’s charter;

b) Decide the company’s investments, business operation,
and administration, unless otherwise prescribed by the company’s charter;

c) Decide increases to the company’s charter capital;
transfer part of or all of the company’s charter capital to other organizations
and/or individuals;

d) Decide the use of profit after company’s tax liability
and other financial obligations are fulfilled;

dd) Decide the company’s restructuring, dissolution, and
petition for bankruptcy;

e) Withdraw the entire value of the company’s asset value
after the dissolution or bankruptcy process is completed;

g) Exercise other rights prescribed in this Law and the
company’s charter.

Article 76. Obligations of the company’s owner

1. Contribute charter capital fully and punctually.

2. Adhere to the company’s charter.

3. Determine and separate assets of the owner and those of
the company. The company’s owner being an individual must separate the
expenditures of his/her own and his/her family from those made in the position
of the company’s President, Director, or General Director.

4. Comply with regulations of law on contracts and relevant
regulations of law on buying, selling, loaning, borrowing, leasing, renting,
and other transactions between the company and the company’s owner.

5. The company’s owner may only withdraw capital by
transferring part of or all of the charter capital to another organization or
individual; when withdrawing part of or all of charter capital contributed to
the company using another method, the owner and relevant organization or
individual shall be jointly responsible for the debts and other liabilities of
the company.

6. The company’s owner must not receive profit when the
company fails to pay the due debts and other liabilities.

7. Fulfill other obligations prescribed in this Law and the
company’s charter.

Article 77. Performance of the company’s owner’s rights in
some special cases

1. When the owner transfers, give part of the charter
capital to another organization or individual (hereinafter referred to as
entity), or the company has a new member, the company shall be converted into a
multi-member limited liability company or joint-stock company, register changes
to business registration contents with the business registration authority
within 10 days from the date on which capital is transfer, given, or the new
member is admitted.

2. In case the company’s owner being an individual is
detained, sentenced to imprisonment, or deprived of the right to practice by a
court as prescribed by law, such member shall authorize another person to
perform the rights and obligations of the company’s owner.

3. If the company’s owner being an individual dies, his/her
inheritor according to the will or law shall be the owner or member of the
company. The company shall be converted correspondingly and register changes to
business registration contents within 10 days from the completion of the
inheritance process.

If the company’s owner being an individual dies without an
inheritor or the inheritor renounces the inheritance or has the right to
inherit deprived, the owner’s stake shall be settled in accordance with
regulations of law on civil affairs.

4. In case the company’s owner being an individual becomes

legally
incompetent

, rights and obligations of the company’s owner shall be
performed by the guardian.

5. If the company’s owner being an organization is
dissolved or bankrupt, the recipient of the owner’s stake shall become the
owner or member of the company. The company shall be converted correspondingly
and register changes to business registration contents within 10 days from the
completion of the transfer process.

Article 78. Organizational structure of single-member
limited liability company under the ownership of an organization

1. A single-member limited liability company under the
ownership of an organization shall apply one of the following organizational
models:

a) The company’s President, Director/General Director, and
Controller;

b) The Board of members, Director/General Director, and
Controller.

2. Unless otherwise prescribed by the company’s charter,
the Chairperson of the Board of members or the company’s President shall be the
company’s legal representative.

3. Unless otherwise prescribed by the company’s charter,
the roles, rights and obligations of the Board of members, the company’s
President, Director/General Director, and Controller shall comply with this
Law.

Article 79. The Board of members

1. Members of the Board of members shall be designated and
dismissed by the company’s owner; there will be 03 – 07 members, the term of
office shall not exceed 05 years. The Board of members, on behalf of the
company, shall perform rights and obligations of the company’s owner and the
company, except for rights and obligations of the Director/General Director;
take legal responsibility to the company’s owner for the fulfillment of rights
and obligations in accordance with this Law and relevant regulations of law.

2. Rights, obligations, and working relationship between
the Board of members and the company’s owner shall comply with the company’s
charter Decree relevant regulations of law.

3. The Chairperson of the Board of members shall be
designated by the owner or elected by the Board of members under the majority
rule following the procedures prescribed in the company’s charter. Unless
otherwise prescribed by the company’s charter, the term of office, rights and
obligations of the Chairperson of the Board of members shall comply with
Article 57 and relevant regulations of this Law.

4. The power and method to convene meetings the Board of
members shall comply with Article 58 of this Law.

5. A meeting of the Board of members shall be held when it
is attended at least two thirds of the members. Unless otherwise prescribed by
the company’s charter, each member shall have one vote with the equal value.
The Board of members may ratify decisions by absentee voting.

6. A Resolution of the Board of members shall be ratified
when it is approved by a majority of the attending members. Decisions on
amendments to the company’s charter, restructuring of the company, transfer of
part of or all of the company’s charter capital must be approved by at least
three fourths of the attending members.

The Resolution of the Board of members is effective from
the day on which it is ratified or on the date written thereon, unless
otherwise prescribed by the company’s charter.

7. Every meeting of the Board of members must be recorded
in writing, audio recordings, or other electronic media. Contents of minutes of
meetings of the Board of members shall comply with Article 61 of this Law.

Article 80. The company’s President

1. The company’s President is designated by the owner. The
company’s President, on behalf of the company’s owner, shall perform rights and
obligations of the company’s owner and the company, except for rights and
obligations of the Director/General Director; take legal responsibility to the
company’s owner for the fulfillment of rights and obligations in accordance
with this Law, relevant regulations of law, and the company’s charter.

2. Rights, obligations, and working relationship between
the company’s President and the company’s owner shall comply with the company’s
charter, this Law, and relevant regulations of law.

3. A decision of the company’s President’s on performance
of rights and obligations of the company’s owner is effective from the day on
which it is ratified by the company’s owner, unless otherwise prescribed by the
company’s charter.

Article 81. Director/General Director

1. The Board of members or the company’s President shall
designate or hire Director/General Director, the term of office of whom does
not exceed 05 years, to administer the company’s everyday business operation.
The Director/General Director is legally responsible to the Board of members or
the company’s President for fulfillment of his/her rights and obligations. The
Chairperson of the Board of members, other members of the Board of members, or
the company’s President may concurrently hold the position of Director (General
Director), unless otherwise prescribed by law or the company’s charter.

2. The Director/General Director has the following rights
and obligations:

a) Organize the implementation of decisions of the Board of
members or the company’s President;

b) Decide the issues related to the company’s everyday
business operation;

c) Organize the implementation of the company’s business
plans and investment plans;

d) Promulgate the company’s rules and regulations;

dd) Designate, dismiss the company’s managers, except for
those under the management of the Board of members or the company’s President;

e) Sign contracts on behalf of the company, except for
those within the competence of the Chairperson of the Board of members or the
company’s President;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of
members or the company’s President;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

l) Perform other rights and obligations prescribed in the
company’s charter, employment contract between Director/General Director and
the Chairperson of the Board of members or the company’s President.

3. The Director/General Director must:

a) be legally competent and not be any of the persons
mentioned in Clause 2 Article 18 of this Law;

b) has qualifications and actual experience of the
company’s administration, unless otherwise prescribed by the company’s charter.

Article 82. Controllers

1. The company’s owner shall decide the number of
controllers, designate controllers with terms of office not exceeding 05 years,
and establishment of the Control Board. Controllers are legally responsible to
the company’s owner for fulfillment of their rights and obligations.

2. Controllers have the following rights and obligations:

a) Inspect the legitimacy, honesty, and cautiousness of the
Board of members, the company’s President, and the Director/General Director
during the performance of the owner’s rights and business administration;

b) Verify financial statements, business outcome reports,
administration reports, and other reports before submitting them to the
company’s owner or relevant regulatory bodies; submit verification reports to
the company’s owner;

c) Propose solutions, organizational structure, and
business administration to the company’s owner;

d) Examine every document of the company at the company’s
headquarter, branch, or representative office. Member of the Board of members,
the company’s President, Director/General Director, and other managers are
obliged to provide sufficient and timely information about the performance of
the owner’s rights and business operation at the request of Controllers;

dd) Attend and discuss at meetings of the Board of members
and other meetings of the company;

e) Perform other rights and obligations prescribed in the
company’s charter or at the request, under decisions of the company’s owner.

3. Controllers must:

a) be

legally competent

and is not any of the persons
mentioned in Clause 2 Article 18 of this Law;

b) not be related persons of members of the Board of
members, the company’s President, Director/General Director, and the person competent
to directly designate Controllers;

c) has qualifications in and experience of accounting,
audit, or qualifications in and actual experience of the company’s business
lines, or satisfy other standards and conditions prescribed in the company’s
charter.

4. The company’s charter shall specify the contents and
method of cooperation among Controllers.

Article 83. Responsibilities of members of the Board of
members, the company’s President, Director/General Director, and Controllers

1. Comply with law, the company’s charter, decisions of the
company’s owner with regard to the given rights and obligations.

2. Perform rights and obligations in an honest, discreet
manner to ensure the best interests of the company and the company’s owner.

3. Act in the best interest of the company and the
company’s owner; do not use information, secrets, business opportunities of the
company, or abuse the power, or use the company’s assets for self-seeking
purposes or serving the interests of another entity.

4. Provide timely, sufficient, and accurate information for
the company about the enterprises that they or their related persons own or
have the controlling stake or shares. This Notice shall be put up at the
company’s headquarter and branch(es).

5. Other rights and obligations prescribed by this Law and
the company’s charter.

Article 84. Wages, salaries, and other benefits of managers
and Controllers

1. Managers and Controllers shall receive wages, salaries,
and other benefits according to the business outcome of the company.

2. The company’s owner shall decide the wages, salaries,
and other benefits of members of the Board of members, the company’s President,
and Controllers. The wages, salaries, and other benefits of managers and
Controllers shall be included in operating expense as prescribed by regulations
of law on taxation, relevant regulations of law, and recorded as a separate
item in the annual financial statement.

3. Wages, salaries, and other benefits of Controllers may
be directly paid by the company’s owner as prescribed by the company’s charter.

Article 85. Organizational structure of single-member
limited liability company under the ownership of an individual

1. A single-member limited liability company under the
ownership of an individual shall has a the company’s President and a
Director/General Director.

2. The company’s President may hire a Director/General
Director or concurrently hold such position.

3. Rights and obligations of the Director/General Director
shall be specified in the company’s charter and employment contract between the
Director/General Director and the company’s President.

Article 86. Contracts, transactions between the company and
related persons

1. Unless otherwise prescribed by the company’s charter,
the contracts and transactions between a single-member limited liability
company under the ownership of an organization and the following persons must
be considered and decided by the Board of members or the company’s President,
the Director/General Director, and Controllers:

a) The company’s owner and related persons of the company’s
owner;

b) Members of the Board of members, the Director/General
Director, and Controllers;

c) Related persons of the persons mentioned in Point b of
this Clause;

d) Managers of the company’s owner, persons to designate
such managers;

dd) Relevant persons of the persons mentioned in Point d of
this Clause.

The person who concludes the contract must send a
notification to the Board of members or the company’s President, the
Director/General Director, and Controllers of the entities related to such
contract/transaction The notification shall be enclosed with the draft contract
or main contents of the transaction.

2. Unless otherwise prescribed by the company’s charter,
the Board of members, the company’s President, and Controllers shall decide
whether to accept the contract/transaction within 10 days from the day on which
the notification is received under the majority rule. Each of the said people
has a vote. Persons with related interest must not vote.

3. A contract/transaction mentioned in Clause 1 of this
Article shall only be accepted when all of the conditions below are satisfied:

a) Parties to the contract/transaction are independent
legal entities with separate interests, rights, obligations, and assets;

b) Prices in the contract/transaction are market prices at
the time the contract is concluded or the transaction is made;

c) The company’s owner fulfills the obligations prescribed
in Clause 4 Article 76 of this Law.

4. The contract/transaction made against the regulations in
Clauses 1, 2, and 3 of this Article and causes damage to the company shall be
annulled and dealt with as prescribed by law. The person who concludes the
contract and related persons of the parties concerned shall be jointly
responsible for the damage inflicted and shall pay compensation for such
damage, and return to the company the profits derived from such
contract/transaction.

5. Every contract and transaction between a single-member
limited liability company under the ownership of an individual with the
company’s owner or related person of the company’s owner must be recorded in
writing. Such records shall be kept separately as company’s documents.

Article 87. Adjustment to charter capital

1. A single-member limited liability company shall adjusts
its charter capital in the following cases:

a) Part of stakes in the company’s charter capital is
returned, provided that the company has continued its business operation for
more than 02 years from the business registration date, and that all debts and
liabilities can be paid after the return;

b) Charter capital is not provided by the owner fully and
punctually as prescribed in Article 74 of this Law.

2. Charter capital of a single-member limited liability
company shall be increased when the company’s owner makes additional investment
or raise additional capital from other persons. The owner shall decide the
method and level of increase to charter capital.

3. If charter capital is increased by raising capital from
other persons, the company must be converted into one of the following types of
business entity:

a) a multi-member limited liability company; the company
must register changes to business registration contents within 10 days from the
completion of charter capital adjustment; or

b) a joint-stock company as prescribed in Article 196 of
this Law.

Chapter IV

STATE-OWNED COMPANIES

Article 88. Regulations applied to state-owned companies

1. State-owned company shall be organized and administered
in accordance with this Chapter, corresponding regulations in Section 2 Chapter
III, and other relevant regulations of this Law. In case of any discrepancy
between Chapter IV and Chapter III and other regulations of this Law, this Law
shall prevail.

2. Regulations of Section 1 of Chapter III and Chapter V of
this Law shall apply to administration of wholly state-owned companies.

Article 89. Organizational structure

The agency that represents the state ownership (hereinafter
referred to as representative agency) shall decide whether to operate the
state-owned company in the form of a limited liability company using one of the
two models prescribed in Clause 1 Article 78 of this Law.

Article 90. The Board of members

1. The Board of members, on behalf of the company, shall
exercise the company’s rights and obligations in accordance with this Law and
relevant regulations of law.

2. The Board of members consists of not more than 07
people, including the Chairperson and other members. Members of the Board of
members are standing members, designated, dismissed, commended, and disciplined
by the representative agency.

3. The term of office of the Chairperson and other members
shall not exceed 05 years. Members of the Board of members may be re-designated
with a term limit of 02 terms.

Article 91. Rights and obligations of the Board of members

1. The Board of members, on behalf of the company, shall
perform the rights and obligations of the owner, shareholders, members to the
companies under the ownership of the company or the shares/stakes of which are
held by the company.

2. The Board of members has the following rights and
obligations:

a) Decide the contents prescribed in the Law on management
and use of state capital for investment in enterprises;

b) Decide the establishment, restructuring, dissolution of
branches, representative office, and financially dependent units;

c) Decide annual business plans, market development
policies, marketing, and technology of the company;

d) Organize internal audits and decide establishment of the
internal audit unit.

dd) Perform other rights and obligations prescribed by this
Law, relevant regulations of law, and the company’s charter.

Article 92. Conditions and standards of members of the
Board of members

A member of the Board of members must:

1. has qualifications and actual experience of the business
administration or of the enterprise’s business lines.

2. Not be a spouse, birth parent, adoptive parent, birth
child, adopted child, sibling, brother-in-law, sister-in-law of the head or
deputy head of the representative agency, another member of the Board of
members, the Director/Deputy Director or General Director/Deputy General
Director, the Chief accountant, or a Controller of the company.

3. Not be an official of a regulatory body, political
organizations, socio-political organizations, or not be a manager of a
subsidiary.

4. Not ever be discharged from the position of the
Chairperson of the Board of members, member of the Board of members, the
company’s President, Director/General Director, Deputy Director/Deputy General
Director of a state-owned company.

5. satisfy other standards and conditions prescribed by the
company’s charter.

Article 93. Discharge and dismissal of members of the Board
of members

1. The Chairperson and a member of the Board of members
shall be discharged from his/her position if such person:

a) fails to satisfy the standards and requirements in
Article 92 of this Law;

b) tenders a resignation and the resignation is accepted in
writing by the representative agency;

c) receives a decision on resignation or retirement;

d) is not capable of the given tasks or

legally
incompetent

;

dd) is not healthy enough or does not have sufficient
prestige to hold the position of member of the Board of members.

2. The Chairperson and a member of the Board of members
shall be dismissed in the following cases:

a) The company fails to achieve annual targets; fails to
maintain and develop capital at the request of the representative agency
without justifiable explanation or the explanation that is accepted by the
representative agency.

b) The person is prosecuted and is declared guilty by the
Court;

c) The person is not honest during the performance of
his/her rights and duties; abuses of power or position; uses the company’s
property for self-seeking purpose or serve the interests of another entity;
provide false information about the company’s business outcomes.

3. Within 60 days from the day on which the decision on
dismissal or discharge is issued, the representative agency shall consider
appointing another person.

Article 94. Chairperson of the Board of members

1. The Chairperson of the Board of members shall be
designated by the representative agency. The Chairperson of the Board of
members must not concurrently hold the position of Director/General Director of
the company or other enterprises.

2. The Chairperson of the Board of members has the
following rights and obligations:

a) Build up quarterly and annual operation plans of the
Board of members;

b) Prepare agenda, documents serving the meeting, or
absentee voting of the Board of members;

c) Convene and chair meetings of the Board of members or
carry out the absentee voting;

d) Organize the implementation of Resolutions of the
representative agency and the Board of members;

dd) Organize supervision, directly supervise and assess
achievements of strategic targets, the company’s performance, the Director’s or
General Director’s performance;

e) Provide, disclose information about the company in
accordance with law; take responsibility for the sufficiency, accuracy,
truthfulness, and systematicness of the information disclosed;

g) Perform other rights and obligations prescribed by this
Law, relevant regulations of law, and the company’s charter.

3. Apart from the cases mentioned in Article 93 of this
Law, the Chairperson of the Board of members might be dismissed or discharged
from duty if failing to perform the duties mentioned in Clause 2 of this
Article.

Article 95. Rights and obligations of other members of the
Board of members

1. Attend meetings of the Board of members, discuss, make
proposals, and vote on the issues within the competence of the Board of
members.

2. Inspect, consider, examine, copy logbooks, monitor
transactions, accounting books, annual financial statement, minutes of meetings
of the Board of members, and other documents of the company.

3. Perform other rights and obligations prescribed by this
Law, relevant regulations of law, and the company’s charter.

Article 96. Responsibilities of the Chairperson and other
members

1. Comply with law, the company’s charter, and decisions of
the company’s owner.

2. Perform the given rights and obligations in an honest,
careful manner to serve the best legitimate interests of the company and the
State.

3. Act in the best interest of the company and the State;
do not use the company’s business opportunities, information, secrets; do not
abuse power or position; not use the company’s property for self-seeking
purpose or serve the interests of another entity;

4. Provide the company with timely, sufficient, and
accurate information about the enterprises they and their related person own or
have shares or stakes; Such information shall be posted at the company’s
headquarter and branches.

5. Comply with Resolutions of the Board of members.

6. Take personal responsibilities for taking advantage of
the company’s name to commit violations of law; do business or make
transactions that does not serve the company’s interest and cause damage to
other people; pay undue debts when the company is facing financial risks.

7. Any member of the Board of members that discovers
another member’s violations against his/her obligations shall send a written
report to the representative agency, request a termination of the violations
and remedial measures.

Article 97. Working conditions, requirements and methods
for convening meetings of the Board of members

1. The Board of members shall work as a group; at least a
meeting shall be held in a quarter to consider deciding the issues within its
competence. With regard to the issues that do not need discussing, the Board of
members may carry out absentee voting according to the company’s charter.

The Board of members may convene extraordinary meetings to
resolve urgent issues at the request of the organization that represents the
company’s owner or at the request of the Chairperson of the Board of members or
when it is requested by more than 50% of members of the Board of members, by
the Director/General Director.

2. The Chairperson of the Board of members or a member
authorized by the Chairperson of the Board of members shall prepare the agenda,
documents, convene and chair meetings of the Board of members. Members of the
Board of members are entitled to propose meeting contents in writing. Contents
and documents of the meeting shall be sent to members of the Board of members
and invited participants (if any) at least 03 days before the meeting date.
Documents related to proposed amendments to the company’s charter, the
company’s development orientation, restructuring or dissolution of the company
must be sent to the members at least 05 days before the meeting date.

3. The invitations may be made in writing, by phone, fax,
or another electronic medium, and sent directly to each member of the Board of
members and invited participants. The invitation must specify the time,
location, and contents of the meeting. Online meetings may be held where
necessary.

4. A meeting of members of the Board of members is
considered valid when it is attended by at least 2/3 of members of the Board of
members. A Resolution of the Board of members is ratified when it is voted for
by more than half of the participating members; in the event of equal votes,
the Chairperson of the Board of members or a person authorized to chair the
meeting by the Chairperson of the Board of members shall have the casting vote.
Members of the Board of members may reserve their opinions and submit a
proposal to the representative agency.

5.
In case of

absentee voting of

members
of the Board of members, the Resolution of the Board of members shall be
ratified when it is approved by a majority of the members.

A Resolution may be approved by using multiple copies of
the same copy if each copy bears at least a signature of a member of the Board
of members.

6. According to the contents and agenda of the meeting, where
necessary, the Board of members is entitled or required to invite competent
representatives from relevant agencies/organizations to attend the meeting and
discuss the issues. Invited representatives of agencies/organizations may offer
their opinions and may not vote. All opinions of invited representatives shall
be written in the meeting minutes.

7. Contents of the issues discussed, opinions, voting
result, decisions ratified by the Board of members, and conclusions of meetings
of the Board of members shall be recorded in writing. The Chair and secretary
of the meeting are jointly responsible for the accuracy and truthfulness of the
meeting minutes. The minutes of the meeting must be completed and ratified
before the end of the meeting. The meeting minutes must have the following
content:

a) Time, location, purposes, agenda of the meeting; list of
attending members; issues to be discussed and voted; summary of opinions of
each member about each issue;

b) The numbers of affirmative votes and negative votes and
abstentions (if applied)

c) The decisions ratified, full names and signatures of
attending members.

8. Members of the Board of members are entitled to request
the Director/General Director or Deputy Director/Deputy General Director, Chief
accountant, and the managers of the company and subsidiaries of which 100%
charter capital is held by the company, representatives of the company’s stakes
in other enterprises to provide info, documents about their financial status
and performance in accordance with the regulations on information provision
promulgated by the Board of members or in accordance with the Resolution of the
Board of members. The persons requested to provide information shall provide
timely, sufficient, accurate information and documents at the request of
members of the Board of members, unless otherwise decided by the Board of
members.

9. The Board of members shall use the executive apparatus,
assisting units (if any), and the company’s seal to perform their duties.

10. Operating cost of the Board of members, salaries,
benefits, and other remunerations shall be included in the company’s
administrative expense.

11. Where necessary, the Board of members shall seek
opinions from Vietnamese and foreign consultants before deciding an importing
issue within the competence of the Board of members. The consultancy cost shall
be specified in financial management regulations of the company.

12. The Resolution of the Board of members shall be
effective from the day on which it is ratified or from its effective date
written therein, except for the cases in which it must be accepted by the
representative agency.

Article 98. The company’s President

1. The company’s President shall be designated by the
representative agency as prescribed by law. The term of office of the company’s
President shall not exceed 05 years with a term limit of two terms. Standards,
conditions of the company’s President, and cases in which the company’s
President is dismissed, discharged from duty shall comply with Article 92 and
Article 93 of this Law.

2. The company’s President shall exercise rights and
obligations of the owner’s representative in accordance with the Law on
management and use of state capital for investment in enterprises; other rights
and obligations prescribed in Article 91 and Article 96 of this Law.

3. Salary, bonuses, and other benefits of the company’s
President shall be decided by the representative agency and included in the
company’s administrative expense.

4. The company’s President shall use the executive apparatus,
assisting units (if any), and the company’s seal to perform his/her duties.
Where necessary, the company’s President shall consult with Vietnamese and
foreign experts before deciding an importing issue within the competence of the
company’s President. The consultancy cost shall be specified in financial
management regulations of the company.

5. The decisions mentioned in Clause 2 of this Article must
be made in writing and bear the signature of the company’s President, even if
the company’s President concurrently holds the position of Director/General
Director.

6. A Decision of the company’s President shall be effective
from the day on which it is signed or from its effective date written therein,
except for the cases in which it must be accepted by the representative agency.

7. Where the company’s President is not present in Vietnam
for more than 30 days, another person must be authorized in writing to perform
some of the rights and obligations of the company’s President’s; the
authorization must be made in writing and a written notification shall be
promptly sent to the representative agency. Other cases of authorization shall
comply with the company’s rules and regulations.

Article 99. Director/General Director

1. The Director/General Director shall be designated by the
Board of members or the company’s President, or hired according to a personnel
plan approved by the representative agency. A company shall have one or some
Deputy General Director/Deputy General Director. The quantity of Deputy Director/Deputy
General Director, the power to designate Deputy General Director/Deputy General
Director shall be specified in the company’s charter. Rights and obligations of
the Deputy Director/Deputy General Director shall be specified in the company’s
charter or employment contract.

2. The Director/General Director shall run the company’s
everyday operation and has the following rights and obligations:

a) Organize the implementation of the company’s business
plans and investment plans and assess the results thereof;

b) Organize the implementation of Resolutions of the Board
of members, the company’s President, and the representative agency; assess the
result thereof;

c) Decide the company’s everyday tasks;

d) Promulgate the company’s rules and regulations, which
have been approved by the Board of members or the company’s President;

dd) Sign contracts, agreements on behalf of the company,
except for those within the competence of the Chairperson of the Board of
members or the company’s President;

e) Designate, hire, dismiss, discharge from duty, terminate
employment contracts with the company’s managers, except for those under the
management of the Board of members or the company’s President;

g) Hire employees;

h) Make and submit quarterly, annual reports on achievement
of business targets, annual financial statement to the Board of members or the
company’s President;

i) Propose restructuring plan where necessary;

k) Propose distribution and use of post-profit and other
financial obligations of the company;

l) Perform other rights and obligations prescribed by law
and the company’s charter.

Article 100. Standards and conditions of Director/General
Director

The Director/Deputy Director must:

1. Has qualifications and actual experience of the business
administration or of the company’s business lines.

2. Not be a spouse, birth parent, adoptive parent, birth
child, adopted child, brother, sister of the manager of head or deputy head of
the representative agency.

3. Not be a spouse, birth parent, adoptive parent, birth child,
adopted child, brother, sister of the manager of any member of the Board of
members.

4. Not be a spouse, birth parent, adoptive parent, birth
child, adopted child, brother, sister of the Deputy Director/Deputy General
Director or Chief accountant of the company.

5. Not be a spouse, birth parent, adoptive parent, birth
child, adopted child, brother, sister, brother-in-law, sister-in-law of the
company’s Controller.

6. Not concurrently hold the position of official in a
regulatory agency, political organization, or socio-political organization.

7. Not ever be discharged from the position of the
Chairperson of the Board of members, member of the Board of members, the
company’s President, Director/General Director, Deputy Director/Deputy General
Director of another state-owned company.

8. Not concurrently hold the position of Director/General
Director of another enterprise.

9. Satisfy other standards and conditions prescribed by the
company’s charter.

Article 101. Dismissal, discharge from duty of Director/General
Director and other managers

1. The Director/General Director shall be dismissed when
he/she:

a) fails to satisfy the standards and requirements in
Article 100 of this Law;

b) tenders a resignation.

2. The Director/General Director shall be discharged from
duty in the following cases:

a) The enterprise fails to preserve the capital as
prescribed by law;

b) The enterprise fails to achieve annual business targets;

c) The qualifications and competency of the
Director/General Director do not meet the requirements for the new business
plan and development strategy of the enterprise.

d) The enterprise commits violations of law or its business
operation is against the law;

dd) Any of the manager’s duties is violated according to
Article 96 of this law;

e) Other cases prescribed by the company’s charter.

3.
The cases in which the Deputy Director/Deputy General Director, Chief
accountant, and other managers are dismissed and discharged from duty shall be
specified by the company’s charter.

Article 102. Control Board

1. Depending on the scale of the company, the
representative agency shall appoint 01 Controller or establish a the Control
Board that consist of 03 – 05 Controllers. A controller of a company has a term
of office of up to 05 years with a term limit of 02 terms.

2. The Control Board has the following rights and
obligations:

a) Supervise the implementation of development plans,
business plans, achievement of strategic targets and planned targets of the
company;

b) Supervise, assess the performance of rights and
obligations of members of the Board of members, the Board of members,
Director/General Director of the company;

c) Supervise, assess the effect and conformity with
regulations on internal audit, risk management and reduction, reporting, and
other administrative regulations of the company;

d) Supervise the legitimacy, systematicness, and
truthfulness of accounting works, accounting books, financial statements,
appendices and relevant documents;

dd) Supervise transactions between the company and related
parties;

e) Supervise implementation of major projects of
investment, major or unusual purchases, sales, and other transactions of the
company;

g) Make and send report on assessment, proposals mentioned
in Points a, b, c, d, dd, and e of this Clause to the representative agency and
the Board of members;

h) Perform other rights and obligations at the request of
the representative agency or according to the company’s charter.

3. Salaries, bonuses of Controllers shall be decided and
paid by the representative agency.

4. Government shall elaborate this Article.

Article 103. Conditions and standards of Controllers

A Controller must:

1. Be professionally trained in finance, accounting, audit,
law, business administration, and has at least 03 years’ experience; the Chief
Controller must have qualifications and have at least 05 years’ experience of
finance, accounting, audit, law, business administration

2. Not be a company’s employee.

3. Not be a spouse, birth parent, adoptive parent, birth
child, adopted child, brother, sister, brother-in-law, sister-in-law of the
following entities.

a) The head and deputy head of the representative agency;

b) Members of the Board of members of the company;

c) Deputy Director/Deputy General Director and Chief
accountant of the company;

d) Other Controllers of the company.

4. Not concurrently hold the position of Director/General
Director of another enterprise.

5. Not concurrently hold the position of Controller, member
of the Board of members, member of the Board of Directors of a enterprise other
than state-owned enterprises.

6. Satisfy other standards and conditions prescribed by the
company’s charter.

Article 104. Rights of the Control Board and Controllers

1. Attend meetings of the Board of members, consultancies,
official and unofficial discussions between the representative agency and the
Board of members; enquire the Board of members, members of the Board of
members, and Director/General Director about the plans, projects, development
investment programs, and other decisions related to the company’s
administration.

2. Examine accounting books, reports, contracts,
transactions, and other documents of the company; inspect the administration of
the Board of members, members of the Board of members, Director/General
Director where necessary or at the request of the representative agency.

3. Examine, assess the business performance and financial
status of the company, the effect of internal administration regulations of the
company.

4. Request members of the Board of members, the Director/General
Director or Deputy Director/Deputy General Director, Chief accountant, and
other managers to report and provide information within the scope of management
and investment, business operation of the company.

5. Request the company’s managers to report the financial
status, business performance of subsidiaries where necessary for fulfillments
of duties as prescribed by law and the company’s charter.

6. Report members of the Board of Members, Director/General
Director, or other managers who act against their rights and obligations or are
likely to do so; report violations against the law, regulations on economic
management, the company’s charter, internal administration regulations to the
representative agency, other members of the Control Board, and relevant
individuals.

7. Request the representative agency to establish a unit
specialized in consulting audit and assisting the Control Board in performance
of their given rights and obligations.

8. Exercise other rights prescribed by the company’s charter.

Article 105. Working mode of the Control Board and
Controllers

1. The Chief of the Control Board is the standing officer
of the company; other members may participate in Control Boards of up to 04
state-owned companies, provided such participation is approved in writing by
the representative agency.

2. Chief of the Control Board shall formulate monthly,
quarterly, and annual working plan of the Control Board; assign tasks to each
member.

3. Controllers shall independently and proactively perform
the given tasks; propose off-plan tasks where necessary.

4. The Control Board shall hold at least one meeting a
month to review and ratify reports on controlling result of the month, then
submit them to the representative agency; discuss and ratify the next working
plans of the Control Board.

5. A decision of the Control Board shall be ratified when
it is approved by a majority of the attending member. Every opinion in
contravention of the ratified decision must be accurately recorded and report
to the representative agency.

Article 106. Responsibilities of Controllers

1. Comply with law, the company’s charter, decisions of the
representative agency, and professional while performing the rights and
obligations prescribed in this Law and the company’s charter.

2. Perform the given rights and obligations in an honest,
careful manner to serve the best legitimate interests of the State and related
parties.

3. Act in the best interest of the company and the State;
do not use the company’s business opportunities, information, secrets; do not
abuse power or position; do not use the company’s property for self-seeking
purpose or serve the interests of another entity;

4. Fulfill other obligations prescribed in this Law and the
company’s charter.

5. Any Controller that violates against the obligations
prescribed in Clause 1, 2, 3, or 4 of this Article and causes damage to the
company shall take personal responsibility or pay compensation for such damage;
such Controller may also face disciplinary actions, administrative penalties,
or criminal prosecution depending on the nature and severity of the violations.

6. All incomes and benefits derived from the violations
against obligations prescribed in Clause 1, 2, 3, or 4 of this Article shall be
returned to the company.

7.
Any member of the Control Board that discovers another member’s violations
against his/her obligations shall send a written report to the representative
agency, request a termination of the violations and remedial measures.

Article 107. Dismissal and discharge from duty of
Controllers

1. A controller shall be dismissed when he/she:

a) no longer meets the standards and requirements in
Article 103 of this Law;

b) tenders a resignation and the resignation is accepted by
the representative agency;

c) is requested by the representative agency or another
competent authorities to undertake other tasks;

d)
Other cases prescribed by the company’s charter.

2. A controller shall be discharged from duty when he/she:

a) fails to fulfilled the given tasks and duties;

b) fails to perform his/her rights and obligations for 03
consecutive months, except for force majeure events;

c) commits serious violations or repeat violations against
Controllers’ duties prescribed in this Law and the company’s charter;

d) Other cases prescribed by the company’s charter.

Article 108. Periodic information provision

1. The company must periodically provide the following
information on its website and on the website of the representative agency:

a) Basic information about the company and the company’s
charter;

b) Overall targets, specific targets of the annual business
plan;

c) Report and summary of the annual financial statement
which has been audited by a independent audit organization within 150 days from
the end of the fiscal year;

d) Report and summary of the mid-year financial statement
which has been audited by a independent audit organization; this information
must be provided before July 31 every year;

The information to be provided mentioned in Point c and
Point d of this Clause includes financial statements of the parent company and
the consolidated financial statement;

dd) Report on implementation of the annual business plans
and those of the latest 03 years before the reported year;

e) Reports on fulfillment of public duties given according
to plan or bidding (if any) and other social duties;

g) Report on the company’s administration and
organizational structure.

2. The report on the company’s administration shall contain
the information below:

a) Information about the representative agency, the head
and deputy head of the representative agency;

b) Information about the company’s manager, including
his/her qualifications, professional experience, managerial positions they
held, method of designation, current positions, their salaries, bonuses, method
of payment of salaries and other benefits; their related persons and related
interests to the company; the manager’s annual self-assessment;

c) Relevant decisions of the representative agency;
decisions, Resolutions of the Board of members or the company’s President;

d) Information about the Control Board, Controllers, and
their activities;

dd) Information about Employee Congresses, average quantity
of employees every year and on the reporting date; annual average salary and
other benefits of an employee;

e) Report on conclusion of inspecting body (if any) and
reports of the Control Board, Controllers;

g) Information about related parties of the company,
transactions between the company and related parties;

h) Other information prescribed by the company’s charter.

3. Information reported and disclosed must be sufficient,
accurate, and timely as prescribed by law.

4. The legal representative or an authorized person shall
disclose information. The legal representative is responsible for the sufficiency,
accuracy, truthfulness, and systematicness of the information disclosed.

5. Government shall elaborate this Article.

Article 109. Extraordinary information disclosure

1. Extraordinary information must be disclosed on the
company’s website, publications, and posted at the company’s headquarter and
business locations within 36 hours from the occurrence of any of the events
below:

a) The company’s bank account is frozen or unfrozen;

b) Part of or all of the business operation is suspended;
the Certificate of Business registration, license for establishment, license
for establishment and operation, or any license related to the company’s
business is revoked;

c) The Certificate of Business registration, license for
establishment, license for establishment and operation, or any
license/certificate related to the company’s operation is adjusted;

d) Replacement of managers, including members of the Board
of members, the company’s President, Director/General Director or Deputy
Director/Deputy General Director, Chief Controller, Controllers, Chief
accountant, Head of Finance and Accounting Department;

dd) There is a decision on disciplinary action,
prosecution, a court’s sentence of decision against one of the enterprise’s
manager;

e) The inspecting body or tax authority concludes that the
enterprise commits violations of law;

g) There is a decision to change the independent audit
organization or the financial audit is refused;

h) There is a decision on establishment, dissolution,
amalgamation, merger, conversion of subsidiaries; decision on investment,
capital decrease, or withdrawal capital in other companies.

2. Government shall elaborate this Article.

Chapter V

JOINT-STOCK COMPANIES

Article 110. JOINT-STOCK COMPANIES

1. A joint-stock company is a enterprise of which:

a) Charter capital is split into multiple units of equal
value called shares;

b) Shareholders may be organizations and individuals; the
minimum quantity of shareholders is 03; the maximum quantity is not restricted.

c) Shareholders are only liable for the enterprise’s debts
and other liabilities up to the value of capital contributed to the enterprise;

d) Shareholders are entitled to transfer their shares to
other persons, except for the cases in Clause 3 Article 119 and Clause 1
Article 126 of this Law.

2. A joint-stock company has its legal status from the
issuance date of the Certificate of Business registration.

3. Joint-stock companies are entitled to issue various
types of shares to raise capital.

Article 111. Capital of joint-stock companies

1. Charter capital of a joint-stock company is to total
face value of sold shares. Charter capital of a joint-stock company on the
business registration date is total face value of registered shares of various
types. Charter capital is specified in the company’s charter.

2. Sold shares are the amount of authorized shares that
have been paid-off by shareholders to the company. On the enterprise
registration date, sold shares are the total amount of registered shares.

3. Authorized shares are the total amount of shares of
various types that the General Meeting of Shareholders decides to offer to
raise capital. The amount of authorized shares on the business registration
date is the total amount of shares of various types that will be sold by the
company to raise capital, including registered shares and unregistered shares.

4. Unsold shares are authorized shares that have not been
paid-off. On the enterprise registration date, unsold shares are the total
amount of shares that are not registered by shareholders.

5. The company may changes its charter capital in the
following cases:

a) According to a decision of the General Meeting of
Shareholders, the company returns part of the stakes to shareholders in
proportion to their holding, provided that the company has continued its
business operation for more than 02 years from the business registration date,
and that all debts and liabilities can be paid after the return;

b) The company repurchases issued shares as prescribed in
Article 129 and Article 130 of this Law;

c) Charter capital is not contributed fully and punctually
by members as prescribed in Article 112 of this Law.

Article 112. Payment for shares registered upon business
registration

1. Shareholders shall fully pay for the registered shares
within 90 days from the issuance date of the Certificate of Business
registration, unless a shorter time limit is prescribed by the company’s
charter or the share registration contract. The Board of Directors shall
supervise and urge shareholders to pay for the registered shares fully and
punctually.

2. Within the period from the issuance date of the
Certificate of Business registration to the deadline for fully paying for
registered shares prescribed in Clause 1 of this Article, the number of votes
shall be the number of ordinary registered shares, unless otherwise prescribed
by the company’s charter.

3. If a shareholder fails to pay or fails to pay completely
for the ordered shares, the following regulations shall apply:

a) The shareholders that fails to pay for the registered
shares is obviously no longer a shareholder of the company and must not
transfer the call option to another person;

b) The shareholder that pays for part of the registered
shares shall have the right to vote, receive dividends, and other rights
corresponding to the paid shares; must not transfer the call option of the
unpaid shares to another person;

c) The unpaid shares shall be considered unsold shares,
which may be offered by the Board of Directors;

d) The company shall register an adjustment to charter
capital to the total face value of shares paid fully and change of founding
shareholders within 30 days from the deadline for paying for registered shares
mentioned in Clause 1 of this Article.

4. The shareholder that fails to pay or fails to pay completely
for the registered shares shall have responsibility for financial obligations
of the company which are incurred during the period mentioned in Clause 1 of
this Article. Nevertheless, the responsibility shall be proportional to the
total face value of such registered shares. Members of the Board of Directors,
the legal representative shall take joint responsibility for damage caused by
the failure to adhere to Clause 1 and Point d Clause 3 of this Article.

Article 113. Types of shares

1. A joint-stock company must have ordinary shares. Holders
of ordinary shares are ordinary shareholders.

2. Apart from ordinary shares, a joint-stock company may
have preferred shares. Holders of preferred shares are called preferred
shareholders. Preferred shares include:

a) Voting preference shares;

b) Shares with preferred dividends;

c) Redeemable preferred shares;

d) Other preferred shares defined by the company’s charter.

3. Only organizations authorized by the government and
founding shareholders may hold voting preference shares. The voting preference
of founding shareholders is only effective for 03 years from the issuance date
of the Certificate of Business registration. After this period, voting
preference shares of founding shareholders shall be converted into ordinary
shares.

4. The persons entitled to buy shares with preferred
dividends, redeemable preferred shares, and other preferred shares shall be
prescribed by the company’s charter or the General Meeting of Shareholders.

5. Each share of the same types provides its holder with
equal rights, obligations, and interests.

6. Ordinary shares cannot be converted into preferred
shares. Preferred shares may be converted into ordinary shares under the
Resolution of the General Meeting of Shareholders.

Article 114. Rights of ordinary shareholders

1. Every ordinary shareholder is entitled to:

a) Attend and give opinions at the General Meetings of
Shareholders; exercise the right to vote directly or via an authorized
representative or in another form permitted by law or the company’s charter.
Each ordinary share has a vote;

b) Receive dividends at a rate decided by the General
Meeting of Shareholders;

c) Has the preemptive right when buying newly-offered
shares in proportion to his/her ordinary shares;

d) Transfer his/her shares to other persons, except for the
cases in Clause 3 Article 119 and Clause 1 Article 126 of this Law;

dd) Examine and collect information from the List of
shareholders having voting right; request adjustments to incorrect information;

e) Examine, copy the company’s charter, minutes of General
Meeting of Shareholders, and Resolutions of the General Meeting of
Shareholders;

g) Receive a proportion of remaining asset which is
proportional to his/her holdings when the company is dissolved or bankrupt.

2. Any shareholder or group of shareholders that holds at
least 10% of ordinary shares for at least 06 consecutive months (or a smaller
amount prescribed by the company’s charter) shall have the right to:

a) Nominate candidates for the Board of Directors and the
Control Board;

b) Examine, copy minutes of meetings and Resolutions of the
Board of Directors, mid-year and annual financial statement using the forms of
Vietnam’s Accounting System, and reports of the Control Board;

c) Request convention of the General Meeting of
Shareholders in the cases mentioned in Clause 3 of this Article;

d) Request the Control Board to inspect each issue related
to the company’s administration where necessary. The request shall be made in
writing, bear the full name, address, Nationality, ID/passport number if the
shareholder is an individual; name, permanent residence, nationality,
establishment decision number or business registration number if the
shareholder is an organization; the holding and time of shares registration of
each shareholder; total shares of the group of shareholders and the proportion
of shares to the company’s total shares; the issues that need inspecting, and
inspection purposes;

dd) Exercise other rights prescribed in this Law and the
company’s charter.

3. The shareholder or group of shareholders mentioned in
Clause 2 of this Article is entitled to request the convention of the General
Meeting of Shareholders in the following cases:

a) The Board of Directors commits serious violations
against the rights of share holders, obligations of managers, or make decisions
ultra vires;

b) The term of office of the current the Board of Directors
has exceeded 06 months and a new the Board of Directors is not elected;

c) Other cases prescribed by the company’s charter.

The request for convention of the General Meeting of
Shareholders shall be made in writing, bear the full name, address,
Nationality, ID/passport number if the shareholder is an individual, name,
enterprise identification number or establishment decision number, and
headquarter address if the shareholder is an organization; the holding and time
of shares registration of each shareholder; total shares of the whole group of
shareholders and the proportion of shares to the company’s total shares; the
basis and reason for requesting the convention of the General Meeting of
Shareholders. The request must be enclosed with documents and evidence of
violations committed by the Board of Directors, seriousness of the violations,
or the decisions made ultra vires.

4. Unless otherwise prescribed by the company’s charter,
nomination of candidates for the Board of Directors and the Control Board as
prescribed in Point a Clause 2 of this Article shall be carried out as follows:

a) Ordinary shareholders shall form a group to nominate
candidates to the Board of Directors and the Control Board shall notify the
meetings of groups of attending shareholders before the opening of the General
Meeting of Shareholders;

b) According to the number of Members of the Board of
Directors and the Control Board, the shareholder or group of shareholders
mentioned in Clause 2 of this Article shall nominate one or some candidates for
the Board of Directors and the Control Board under a decision of the General
Meeting of Shareholders. In case the number of candidates nominated is smaller
than the maximum number of candidates they may nominate according to a decision
of the General Meeting of Shareholders, other candidates shall be nominated by
the Board of Directors, the Control Board, and other shareholders.

5. Exercise other rights prescribed in this Law and the
company’s charter.

Article 115. Rights of ordinary shareholders

1. Pay for the ordered shares fully and punctually.

Do not withdraw capital contributed by ordinary shares in
any shape or form, unless such shares are repurchased by the company or other
persons.

In
case a shareholder withdraws part of or all of the share capital contributed
against this Clause, such shareholder and people with related interests in the
company are jointly responsible for the debts and other

liabilities

of the
company up to the value of withdrawn shares and the damage caused.

2. Comply with the company’s charter, rules and
regulations.

3. Comply with Resolutions of the General Meeting of
Shareholders and the Board of Directors.

4. Fulfill other obligations prescribed in this Law and the
company’s charter.

Article 116. Voting preference shares and rights of holders
thereof

1. Voting preference shares are the shares with more votes
than ordinary shares; the number of votes of a voting preference share shall be
prescribed by the company’s charter.

2. Holders of voting preference shares has the rights to:

a) Vote on the issues within the competence of the General
Meeting of Shareholders with the number of votes prescribed in Clause 1 of this
Article;

b) Exercise other rights of ordinary shareholders, except
for the case in Clause 3 of this Article.

3. Holders of voting preference shares must not transfer
such shares to other persons.

Article 117. Shares with preferred dividends and rights of
holders thereof

1. Shares with preferred dividends are shares that pay
higher dividends than dividends of ordinary shares, or that pay a fixed amount
of annual dividends. Annual distributed dividends include fixed dividend and
bonus dividends; fixed dividend does not depend on the company’s business
outcome. The level of fixed dividend and method for determination of bonus
dividends shall be written on the certificates of shares with preferred
dividends.

2. Holders of shares with preferred dividends has the
rights to:

a) Receive dividends as prescribed in Clause 1 of this
Article;

b) Receive a proportion of remaining assets corresponding
to their holding upon the company’s dissolution or bankruptcy after the company
has paid all debts and redeemable preferred shares;

c) Exercise other rights of ordinary shareholders, except
for the case in Clause 3 of this Article.

3. Holders of shares with preferred dividends do not have
the voting right, attend the General Meeting of Shareholders, nominate
candidates for the Board of Directors and the Control Board.

Article 118. Redeemable preferred shares and rights of
holders thereof

1. Redeemable preferred shares are shares that will be
redeemed by the company at the request of their holders or under the conditions
written thereon.

2. Holders of redeemable preferred shares have the same
rights as ordinary shareholders, except for the case in Clause 3 of this
Article.

3. Holders of redeemable preferred shares do not have the
voting right, attend the General Meeting of Shareholders, nominate candidates
for the Board of Directors and the Control Board.

Article 119. Ordinary shares of founding shareholders

1. A new joint-stock company must have at least 03 founding
shareholders; a joint-stock company converted from a state-owned company or
limited liability company, or derived from a division, split, amalgamation,
merger of another joint-stock company is not required to have founding
shareholders.

If there are no founding shareholders, the company’s
charter enclosed with the application for enterprise registration must bear the
signature of the legal representative or ordinary shareholders of such company.

2. Founding shareholders must register at least 20% of
total authorized ordinary shares on upon business registration.

3. Within 03 years from the issuance date of the
Certificate of Business registration, founding shareholders may transfer their
shares to other founding shareholders; they may transfer their ordinary shares
to people other than founding shareholders if approved by the General Meeting
of Shareholders. In this case, the transferring shareholders do not have the
right to vote on the transfer of such shares.

4. Restrictions to ordinary shares of founding shareholders
shall be lifted after 03 years from the issuance date of the Certificate of
Business registration. These restrictions shall not apply to the shares that
founding shareholders obtain after business registration and the shares
transferred by founding shareholders to people other than founding shareholders
of the company.

Article 120. Share certificates

1. Share certificates are certificates issued by a
joint-stock company, book entries, or electronic data which certify ownership
of one or an amount of shares of the company. A share certificate must contain
the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Amount and type of shares;

c) Face value of each share and total face value of shares
written on the share certificate;

d) Full name, address, Nationality, ID/passport number if
the shareholder is an individual; name, enterprise identification number or
establishment decision number, and headquarter address if the shareholder is an
organization;

dd) Summary of procedures for Share transfer;

e) Signature of the legal representative and the company’s
seal (if any);

g) Registration number in the shareholder register and
share issuance date;

h) Preferred share certificates shall contain other
information prescribed in Articles 116, 117 and 118 of this Law.

2.
If there is a mistake in the contents and format of the share certificates
issued by the company, the rights and interests of their holders shall not be
affected.

The legal representative of the
company shall take responsibility for the damage caused by such mistakes.

3. In case a share certificate is lost, damaged, or
otherwise destroyed, the shareholder shall be reissued with another share
certificate at the shareholder’s request.

The request must contain the following information:

a) The share certificate that is lost, damaged, or
otherwise destroyed. In case the share certificate is lost, the shareholder
must make a commitment that a thorough search for it has been carried out and
it will be returned to the company for destruction purpose if it is ever found.

b) Assumption of responsibility for disputes over issuance
of the new share certificate.

With regard to any share the total face value of which is
over VND 10 million, before receiving the request for issuance of a new share
certificate, company’s legal representative may request the holder to post a
notification of the share certificate that is lost, damaged, or otherwise
destroyed, then request the company to issue a new share certificate after 15
days from the day on which the notification is posted.

Article 121. Shareholder register

1. Every joint-stock company shall make and keep the
shareholder register from the issuance date of the Certificate of Business
registration. The shareholder register may be paper documents, electronic data,
or both.

2. The shareholder register must contain the following
information:

a) Name, headquarter address of the company;

b) Total number of authorized shares, types of authorized
shares, and number of each type of authorized shares;

c) Total sold shares of each type and value of contributed
share capital;

d) Full name, permanent residence, Nationality, ID/passport
number if the shareholder is an individual; name, enterprise identification
number or establishment decision number, and the headquarter address if the
shareholder is an organization;

dd) Amount of each type of shares held by each shareholder;
date of shares registration.

3. Shareholder register shall be kept at the company’s
headquarter or Vietnam Securities Depository; shareholders are entitled to inspect,
examine, or copy contents of the shareholder register during working hours of
the company or Vietnam Securities Depository.

4. Any shareholder that changes his/her permanent residence
must promptly notify the company to update the shareholder register. The
company is not responsible if the shareholder cannot be contacted because of
failure to notify the change of his/her address.

Article 122. Share offering

1. Share offering means the company’s increase of the
amount of authorized shares and selling such shares during the company’s
operation to increase charter capital.

2. Share offering may be carried out in the following
forms:

a) Offering of shares to existing shareholders;

b) Public offering of shares;

c) Private placement of shares.

3. Regulations of law on securities shall apply to public
offering of shares, offering of shares of listed companies and public
companies.

4. The company shall register change to charter capital
within 10 days from completion of the share offering.

Article 123. Private placement of shares

The private placement shares of a joint-stock company other
than a public joint-stock company shall be carried out as follows:

1. Within 05 days from the date of issuance of the decision
on private placement, the company shall send a notification of the private
placement to the business registration authority. The notification shall be
enclosed with the following documents:

a) The Resolution of the General Meeting of Shareholders on
private placement;

b) The private placement plan ratified by the General
Meeting of Shareholders (if any);

2. The notification of private placement shall contain the
following information:

a) Name, ID number, headquarter address of the enterprise;

b) Intended total amount of shares to be offered; types of
shares to be offered, and amount of each type;

c)
Time and method of offering;

d) Full name and signature of the company’s legal
representative;

3. The company may offer shares if no objection is made by
the business registration authority after 05 working days from the day on which
the notification is sent.

4. The company shall register change to charter capital to
the business registration authority within 10 days from completion of the share
offering.

Article 124. Offering of shares to existing shareholders

1. Offering of shares to existing shareholders means the
company’s increase of the amount of authorized shares and selling all of such
shares to all shareholders according to their shares of the company.

2. The offering of shares to existing shareholders of a
joint-stock company other than a public joint-stock company shall be carried
out as follows:

a) The company shall send written notifications to
shareholders’ permanent residences or mailing addresses by registered mails
according to the shareholder register at least 15 days before the deadline for
registering to buy shares;

b) The notification shall contain the full name, address,
Nationality, ID/passport number if the shareholder is an individual, name,
enterprise identification number or establishment decision number, headquarter
address if the shareholder is an organization; the shares and holding in the
company; total amount of shares to be offered, amount of shares may be
purchased by shareholders; offer prices; deadline for registration; full name
and signature of the company’s legal representative. The notification of be
enclosed with the registration form issued by the company. If the registration
form is not sent to the company by the notified deadline, the shareholder shall
no longer have the preemptive right to buy shares;

c) Shareholders are entitled to transfer their preemptive
right to buy shares to other people.

3. In case the amount of offered shares are not completely
registered by shareholders and recipients the preemptive right to buy shares,
the Board of Directors is entitled to sell the remaining authorized shares to
shareholders of the company or other people in a reasonable manner and
conditions that are not more convenient than the conditions offered to
shareholders, unless otherwise accepted by the General Meeting of Shareholders
or shares are sold via a Stock Exchange.

4. Shares are considered sold when they are fully paid and
information about the buyer mentioned in Clause 2 Article 121 of this Law are
fully written in the shareholder register; from then on, the share buyer shall
be come a shareholder of the company.

5. After shares are fully paid, the company shall issue and
give share certificates to the buyer. The company may sell shares without
giving share certificates.

In this case, information about the shareholder
mentioned in Clause 2 Article 121 of this Law shall be Recipients written in
the shareholder register to certify the shareholder’s ownership of shares of
the company.

Article 125. Selling shares

The Board of Directors shall decide the time, method of
sale, and selling prices of shares. Selling prices of shares must not fall
below the market price on the offering date or the latest book value of shares,
except for the following cases:

1. Shares are initially offered to those other than
founding shareholders;

2. Shares are offered to all shareholders according to
their holding in the company;

3. Shares are offered to a broker or a guarantor. In such
cases, the discount rate or discounting ratio must be approved by the General
Meeting of Shareholders, unless otherwise prescribed by the company’s charter;

4. Other cases and corresponding discount rates prescribed
by the company’s charter.

Article 126. Share transfer

1. Shares may be freely transfers, except in the cases mentioned
in Clause 3 Article 119 of this Law and the cases in which shares is restricted
from transfer prescribed by the company’s charter.

Where the company’s
charter contains regulations on restriction on share transfer, these
regulations are only effective when they are written on the corresponding
shares.

2. The transfer shall be made into a common contract or via
a transaction on the securities market. Where the transfer is made into a
contract, transfer documents must bear the signatures of the transferor and the
transferee (or their representatives). Where transfer is made via a transaction
on the securities market, the procedures and recording of ownership shall
comply with regulations of law on securities.

3. If a shareholder being an individual dies, his/her
inheritor according to the will or according to law shall become a shareholder
of the company.

4. If the dead shareholder does not have an inheritor, or
the inheritor renounces the inheritance, or the inheritor has the right to
inherit deprived, such shares be settled in accordance with regulations of law
on civil affairs.

5. Every shareholder is entitled to give part of or all of
their shares in the company to other people or use their shares to pay debts.
In such cases, the recipients of shares shall become shareholders of the
company.

6. Where a shareholder transfers a number of shares, the
hold shares shall be annulled, and the company shall issue new shares to record
the amount of shares transferred and the remaining amount of shares.

7. Recipients of shares in the cases mentioned in this
Article shall only become the company’s shareholders from the day on which
their information mentioned in Clause 2 Article 121 of this Law are fully
recorded in the shareholder register.

Article 127. Bond issuance

1. A joint-stock company is entitled to issue bonds,
convertible bonds, and other bonds as prescribed by law and the company’s
charter.

2. Any company that fails to pay both principal and
interest of issued bonds, fails to pay or fails to completely pays due debts in
the last 03 consecutive years may no longer issue bonds, unless otherwise
prescribed by regulations of law on securities.

3. Clause 2 of this Article does not apply to issuance of
bonds to creditors being selected financial institutions.

4. Unless otherwise prescribed by the company’s charter,
the Board of Directors is entitled to decide the type of bonds, total value of
bonds, and issuance time, provided a report is submitted to the nearest General
Meeting of Shareholders. The report shall be enclosed with documents and
explanations for the resolution on bond issuance made by the Board of
Directors.

5. In case bonds issued by a joint-stock company are
converted into shares, procedures for shares offering prescribed in this Law
and relevant regulations of law shall be followed. The company shall register a
change to charter capital within 10 days from the day on which the conversion
process is completed.

Article 128. Purchases of shares and bonds

Shares, bonds of a joint-stock companies may be purchased
with Vietnam Dong, convertible foreign currencies, gold, land use right value,
value of intellectual property rights, technologies, technical secrets, and
other assets prescribed by the company’s charter. The payment shall be made in
a lump sum.

Article 129. Repurchase of shares at the request of
shareholders

1. Any shareholder who votes against the Resolution on the
company’s restructuring or changes to the shareholders’ rights and obligations
prescribed in the company’s charter shall be entitled to request the company to
repurchase his/her shares. The request shall be made in writing, specifying the
shareholder’s name, address, amount of each type of shares, wanted prices, and
reasons for requesting the repurchase. The request shall be sent to the company
within 10 days from the day on which the General Meeting of Shareholders
ratifies the Resolution on the issues mentioned in this Clause.

2. The company shall repurchase shares at the request of
shareholders as prescribed in Clause 1 of this Article at market prices or
prices determined in accordance with the company’s charter within 90 days from
the day on which the request is received.

If an agreement on the price is
not reached, both parties may request a professional valuation organization to
carry out the valuation.

The company shall recommend at least 03
professional valuation organizations for shareholders to choose. The decision
given by such organization shall be final.

Article 130. Repurchase of shares under the company’s
decision

The company may repurchase up to 30% of total ordinary
shares that are sold, part of or all of shares with preferred dividends that
are sold as follows:

1. The Board of Directors may decide repurchase of up to
10% of total shares of each type that are offered within 12 months. In other
cases, the repurchase of shares shall be decided by the General Meeting of
Shareholders;

2. The Board of Directors shall decide repurchase prices.
Repurchase price of ordinary shares must not exceed the market price at the
time of repurchase, except for the case mentioned in Clause 3 of this Article.
With regard to other types of shares, unless otherwise prescribed by the
company’s charter or agreed between the company and relevant shareholders, the
repurchase prices must not fall below the market price;

3. The company may repurchase the shares held by each
shareholder in proportion to his/her holding in the company. In this case, a
notification of the decision to repurchase shares must be sent by registered
mail to all shareholders within 30 days from the day on which such decision is
ratified. The notification must contain the name, headquarter address of the
company, total amount of shares and types of shares repurchased, repurchase
prices or rules for determination of repurchase prices; procedures and deadline
for payment; procedures and deadline for shareholders to offer their shares to
the company.

Any shareholder that agrees to resell his/her shares shall
send the offering by registered mail to the company within 30 days from the
notification date. The offering shall contain the full name, permanent
residence, Nationality, ID/passport number if the shareholder is an individual,
name, enterprise identification number or establishment decision number,
headquarter address if the shareholder is an organization; the shares being
held and the shares being offered; method of payment, signature of the
shareholder or the shareholder’s legal representative. The company shall only
repurchase shares offered by the said deadline.

Article 131. Conditions for payment and settlement of
repurchased shares

1. The company may pay for the repurchased shares to the
shareholders as prescribed in Article 129 and Article 130 of this Law of right
after fully paying for the repurchased shares, the company is still able to pay
its debts and other liabilities.

2. Shares repurchased under Article 129 and Article 130 of
this Law are considered unsold shares as defined in Clause 4 Article 111 of
this Law. The company shall follow procedures for making a decrease to charter
capital, which is equal to the total face value of shares repurchased by the
company within 10 from the completion of payment for repurchased shares, unless
otherwise prescribed by regulations of law on securities.

3. Share certificates that certify the ownership of
repurchased shares must be destroyed as soon as the corresponding shares are
fully paid. The Chairperson of the Board of Directors and Director/General
Director are jointly responsible for the damage to the company caused by failure
to destroy or delayed destruction of share certificates.

4. After repurchased shares are fully paid, if the total
asset value written in the company’s accounting books is reduced by more than
10%, the company shall notify all of its creditors within 15 days from the day
on which repurchased shares are fully paid.

Article 132. Dividend payment

1. Dividends on preferred shares shall be paid under
conditions applied to each type of preferred shares.

2. Dividends on ordinary shares are determined according to
the net profit earned and the dividend payment extract from the undistributed
profit of the company. A joint-stock company may only pay dividends on ordinary
shares when all of the conditions below are satisfied:

a) The company has fulfilled tax liability and other
financial obligations as prescribed by law;

b) The company’s funds have been established and developed;
previous losses are fully offset against as prescribed by law and the company’s
charter;

c) Right after the dividend is fully paid, the company is
still able to pay due debts and other liabilities.

3. Dividends may be paid in cash, the company’s shares, or
other assets prescribed by the company’s charter. If dividend is paid in cash,
the currency shall be VND; it is permissible to make dividend payment by
checks, wire transfer, or payment order by post to the shareholders’ permanent
residences or mailing addresses.

4. Dividend must be fully paid within 06 months from the
end of the Annual General Meeting of shareholders. The Board of Directors shall
make a list of shareholders receiving dividends, determine the levels of
dividend on each share, deadline and method of payment at least 03 days before
the dividend payment. The notifications of dividend payment shall be sent by
registered mail to the addresses in the shareholder register at least 15 days
before dividend payment. The notification shall contain:

a) Name, headquarter address of the company;

b) Full names, permanent residences, nationalities,
ID/passport numbers of shareholders being individuals;

c) Names, enterprise ID numbers or establishment decision
numbers, and the headquarter addresses of shareholders being organizations;

d) Amount of each type of shares of shareholder; level of
dividend on each type of shares, and total dividend received by the
shareholder;

dd) Time and method of dividend payment;

e) Full name and signature of the Chairperson of the Board
of Directors and company’s legal representative.

5. If a shareholder transfers his/her shares during the
period from the completion of the compilation of the list of shareholders and
the time of dividend payment, the transferor shall receive dividend from the
company.

6. In case dividends are paid with shares, the company is
not required to follow procedures for share offering prescribed in Articles
122, 123, and 124 of this Law. The company shall register an increase to
charter capital, which equal to value of shares used as dividend payment,
within 10 days from completion of the dividend payment.

Article 133. Withdrawal of payment for repurchased shares
or dividends

If repurchased shares are paid against regulations in
Clause 1 Article 131 of this Law or dividends are paid against regulations in
Article 132 of this Law, the shareholders shall return the company the money or
assets received; in case a shareholder is not able to return them, all members
of the Board of Directors shall be jointly responsible for the debts and
liabilities up to the value of money or assets that are not returned by
shareholders.

Article 134. Organizational structure of a joint-stock
company

1. Every joint-stock company is entitled to decide whether
to organize and operate according to one of the two models below, unless
otherwise prescribed by regulations of law on securities:

a) The General Meeting of Shareholders, the Board of
Directors, the Control Board, and the Director/General Director. If the
joint-stock company has fewer than 11 shareholders and the shareholders being
organizations hold less than 50% of total shares of the company, the Control
Board is not necessary;

b)The General Meeting of Shareholders, the Board of
Directors, and the Director/General Director. In this case, at least 20% of
members of the Board of Directors must be independent members and there must be
an internal Control Board affiliated to the Board of Directors. Independent
members shall play the roles supervisors and control the company’s
administration.

2. If there is only one legal representative, the
Chairperson of the Board of Directors or the Director/General Director shall be
the legal representative; unless otherwise prescribed by the company’s charter,
the Chairperson of the Board of Directors shall be the legal representative of
the company. If there are more than one legal representatives, the Chairperson
of the Board of Directors and the Director/General Director shall naturally be
the legal representatives of the company.

Article 135. General Meeting of Shareholders

1. The General Meeting of Shareholders consists of all
shareholders having voting right and is the supreme regulatory body of a
joint-stock company.

2. The General Meeting of Shareholders has the following
rights and obligations:

a) Ratify the company’s development orientation;

b) Decide the types of shares and amount of each type of
authorized shares; decide annual dividend payment of each type of shares;

c) Elect, dismiss, discharge from duty members of the Board
of Directors and Controllers;

d) Decide investment or sale of assets of which the values
are equal to or higher than 35% of the total asset value written in the latest
financial statement of the company, unless a smaller rate is prescribed by the
company’s charter;

dd) Decide amendments to the company’s charter;

e) Ratify annual financial statements;

g) Decide repurchase of more than 10% of total sold shares
of each type;

h) Consider taking actions against violations committed by
the Board of Directors and the Control Board that cause damage to the company
and its shareholders;

i) Decide the company’s restructuring and dissolution;

k) Perform other rights and obligations prescribed by this
Law and the company’s charter.

Article 136. Power to convene General Meetings of
Shareholders

1. An annual general meeting shall be held one per year.
Apart from annual general meetings, extraordinary general meetings may be held
. The General Meeting of Shareholders must be held within Vietnam’s territory.
If the General Meeting of Shareholders is held at multiple locations at the
same time, the location of the General Meeting of Shareholders shall be the
place where the chair is present.

2. An annual general meeting shall be held within 04 months
from the end of the fiscal year. At the request of the Board of Directors, the
business registration authority may extend this deadline. Nevertheless, the
time limit shall not exceed 05 months from the end of the fiscal year.

The Annual General Meeting of Shareholders shall discuss
and ratify the following issues:

a)
The company’s annual business plan;

b) The annual financial statement;

c) Report of the Board of Directors on business
administration and performance of the Board of Directors and each member
thereof;

d) Report of the Control Board on the company’s business
outcome, performance of the Board of Directors, Director/General Director;

dd) Self-assessment report of the Control Board and each
Controller;

e) Level of dividend on each share of each type;

g) Other issues within the competence of the General
Meeting of Shareholders.

3. 3. The Board of Directors shall convene a extraordinary
General Meeting of Shareholders in the following cases:

a) The meeting is deemed necessary for the company’s
interests;

b) The number of remaining members of the Board of
Directors, the Control Board is smaller than the minimum number prescribed by
law;

c) The meeting is requested by the shareholder or group of
shareholders mentioned in Clause 2 Article 144 of this Law;

d) At the request of the Control Board;

dd) Other cases prescribed by law and the company’s
charter.

4. Unless otherwise prescribed by the company’s charter,
the Board of Directors shall convene a the General Meeting of Shareholders
within 30 days from the day on which the number of remaining members of the
Board of Directors is as prescribed in Point b or the request mentioned in
Point c and Point d Clause 3 of this Article is received.

If the Board of Directors fails to convene the General
Meeting of Shareholders as prescribed, the Chairperson of the Board of
Directors and members of the Board of Directors shall take legal responsibility
and pay compensation for any damage to the company.

5.
If the Board of Directors fails to convene the General Meeting of Shareholders
as prescribed in Clause 4 of this Article, the Control Board shall convene the
General Meeting of Shareholders within the next 30 days instead of the Board of
Directors in accordance with this Law.

If
the Control Board fails to convene the General Meeting of Shareholders as
prescribed, the Control Board shall take legal responsibility and pay
compensation for any damage to the company.

6. If the Control Board fails to convene the General
Meeting of Shareholders as prescribed in Clause 4 of this Article, the
shareholder or group of shareholders mentioned in Clause 2 Article 114 of this
Law is entitled to, on behalf of the company, convene the General Meeting of Shareholders
in accordance with this Law.

7. The convener of the General Meeting of Shareholders
shall perform the following tasks:

a) Make a list of shareholders entitled to attend the
meeting;

b) Provide information and settle complaints about the list
of shareholders;

c) Prepare the program and agenda of the meeting;

d) Prepare documents for the meeting;

dd) Draft Resolutions of the General Meeting of
Shareholders according to the intended contents of the meeting; compile the
list and descriptions of candidates for the Board of Directors and the Control
Board;

e) Determine the time and location of the meeting;

g) Send invitations to every shareholders entitled to
attend the meeting as prescribed in this Law;

h) Perform other tasks serving the meeting.

8. The cost of convention and organization of the General
Meeting of Shareholders prescribed in Clauses 4, 5, and 6 of this Article shall
be reimbursed by the company.

Article 137. List of shareholders entitled to attend
General Meeting of Shareholders

1. The list of shareholders entitled to attend General
Meeting of Shareholders shall be compiled according to the company’s
shareholder register. The list of shareholders entitled to attend General
Meeting of Shareholders shall be made not sooner than 05 days before
invitations to the General Meeting of Shareholders are sent, unless a longer
period is prescribed by the company’s charter.

2. The list of shareholders entitled to attend the General
Meeting of Shareholders shall contain full names, permanent residences,
nationalities, ID/passport numbers of shareholders being individuals; names,
enterprise ID numbers or establishment decision numbers, addresses of
headquarters of shareholders being organizations; amount of each type of
shares; shareholder registration date and number of each shareholder.

3. Shareholders are entitled to inspect, examine, copy the
list of shareholders entitled to attend the General Meeting of Shareholders;
request adjustment to incorrect information or addition of necessary
information about themselves to the list. The company’s manager must promptly
provide information about in the shareholder register, adjust incorrect
information at the request of shareholders; pay compensation for damage caused
by failure to provide information or failure to provide timely, accurate
information in the shareholder register on request. Procedures for requesting
provision of information in the shareholder register shall comply with the
company’s charter.

Article 138. Agenda and contents of General Meeting of
Shareholders

1. The convener of the General Meeting of Shareholders
shall prepare its agenda and contents.

2. The shareholder or group of shareholders mentioned in
Clause 2 Article 114 of this Law is entitled to propose additional issues to
the agenda of the General Meeting of Shareholders. The proposal must be made in
writing and sent to the company at least 03 working days before the opening
date, unless otherwise prescribed by the company’s charter. The proposal must
specify the name(s) of shareholder(s), amount of each type of shares or
equivalent information, additional issues proposed to the agenda.

3. The convener is entitled to reject the proposal
mentioned in Clause 2 of this Article in one of the following cases:

a) The proposal is not sent by the deadline; or the
proposal is not adequate or not valid;

b) The proposed issue is beyond the competence of the
General Meeting of Shareholders;

c) Other cases prescribed by the company’s charter.

4. The convener of the General Meeting of Shareholders must
accept and include the proposal mentioned in Clause 2 of this Article to the
intended agenda and contents of the meeting, except for the case in Clause 3 of
this Article. The proposal shall be officially included on the agenda and
contents of the meeting if it is approved by the General Meeting of
Shareholders.

Article 139. Invitation to General Meeting of Shareholders

1. The convener of the General Meeting of Shareholders
shall send invitations to all shareholders on the list of shareholders entitled
to attend the General Meeting of Shareholders at least 10 days before the
opening date, unless a longer period is prescribed by the company’s charter.
Every invitation must contain the name, headquarter address, enterprise ID
number; name, permanent residence of the shareholder; time and location of
meeting, and other requirements applied to participants.

2. Invitations shall be sent by registered mail to mailing
addresses of shareholders; the invitation shall also be posted on the company’s
website and a central or local daily newspaper where necessary according to the
company’s charter.

3. The invitation shall be enclosed with the following
documents:

a) The agenda, documents used during the meeting, and draft
resolution on each issue on the agenda;

b) The ballot;

c) The form to appoint authorized representative to attend
the meeting.

4. If the company has a website, meeting documents
mentioned in Clause 3 of this Article may be posted on such website instead of
being enclosed with the invitation. In this case, the invitation must specify
the site and method of downloading documents, and the company must send such
meeting documents to shareholders at their request.

Article 140. Exercising the right to attend General Meeting
of Shareholders

1. A shareholder may directly attend the meeting,
authorizes a person in writing to attend the meeting, or uses one of the method
mentioned in Clause 2 of this Article. If a shareholder being an organization
does not have an authorized representative mentioned in Clause 4 Article 15 of
this Law, another person shall be authorized to attend the General Meeting of
Shareholders.

The authorization of representatives to attend the General
Meeting of Shareholders must be made in writing using the form provided by the
company. The persons authorized to attend the General Meeting of Shareholders
must present the letters of authorization before entering the meeting room.

2. A shareholder is considered to have attended and voted
at the General Meeting of Shareholders in the following cases:

a) The shareholder attends and directly casts votes at the
meeting;

b) The shareholder authorizes another person to attend and
cast votes at the meeting;

c) The shareholder attends and casts votes through online
meeting, electronic voting, or using another electronic medium;

d) The shareholder sends votes to the meeting by post, fax,
or email.

Article 141. Conditions for convening General Meeting of
Shareholders

1. A General Meeting of Shareholders shall be held when it
is attended by a number of shareholders represent at least 51% of votes; the
specific ratio shall be prescribed by the company’s charter.

2. If the conditions for holding the first General Meeting
prescribed in Clause 1 of this Article are not satisfied, the second General
Meeting shall be held within 30 working days from the intended date of the
first General Meeting, unless otherwise prescribed by the company’s charter.
The second General Meeting of Shareholders shall be held when it is attended by
a number of shareholders represent at least 33% of votes; the specific ratio
shall be prescribed by the company’s charter.

3.
If the conditions for holding the second General Meeting prescribed in Clause 2
of this Article are not satisfied, the third General Meeting shall be held
within 20 working days from the intended date of the second General Meeting,
unless otherwise prescribed by the company’s charter.

In this case, the second General Meeting of
Shareholders shall be held regardless of the number of votes of the attending
shareholders.

4. Only the General Meeting of Shareholders is entitled to
change the agenda enclosed with the invitation mentioned in Article 139 of this
Law.

Article 142. Meeting and voting process at General Meeting
of Shareholders

Unless otherwise prescribed by the company’s charter,
meeting and voting process at General Meeting of Shareholders shall be as
follows:

1. Registration of shareholders who attend the General
Meeting of Shareholders shall be carried out before opening the meeting;

2. Election of the Chair, Secretary, and counting board:

a) The Chairperson of the Board of Directors shall chair
the meetings convened by the Board of Directors; In case the Chairperson is
temporarily absent or not capable of working, other members of the Board of
Directors shall elect one of them to chair the meeting under the majority rule;
If a chair is not elected, the Chief of the Control Board shall direct the
General Meeting of Shareholders to elect a chair and the person that receives
most votes shall chair the meeting;

b) In other cases, the person that signs the decision to
convene the General Meeting of Shareholders shall direct the General Meeting of
Shareholders to elect a chair and the person that receives most votes shall
chair the meeting;

c) The chair shall appoint one or some people as the
secretary(ies);

d) The General Meeting of Shareholders shall elect one or
some people to the counting board at the request of the chair;

3. The agenda and contents of General Meeting of
Shareholders must be ratified by the meeting during the opening session. The
agenda must specify the time for each issue on the agenda;

4. The chair is entitled to take necessary and reasonable
measures to control the meeting in an orderly manner and in conformity with the
ratified agenda so that it reflects the demands of the majority of
participants;

5. The General Meeting of Shareholders shall discuss and
vote on each issue on the agenda. The voting shall be carried out by collecting
affirmative votes, then negative votes, then count the affirmative votes,
negative votes, and abstentions. The vote counting result shall be announced by
the chair right before the end of the meeting, unless otherwise prescribed by
the company’s charter;

6. Shareholders or authorized participants who arrive after
the opening of the meeting may register and has the right to vote after
registration; in this case, the effect of the issues voted on previously shall
remain unchanged;

7. The convener of the General Meeting of Shareholders has
the rights to:

a) Request all participants to undergo inspection or other
legitimate, reasonable security measures;

b) Request competent authorities to maintain order at the
meeting; expel those who act against the chair’s direction, cause disruption,
obstruct the normal progress of the meeting, or refuse to comply with security
check requirements from the General Meeting of Shareholders;

8. The chair may delay a General Meeting of Shareholders
that has been attended by all registered participants until a later time or
change the meeting location in the following cases:

a) The current location does not have convenient seats for
all participants;

b) Communication devices at the current location are not
sufficient for attending shareholders to discuss and vote;

c) There is a participant that disrupts the order and
threatens to obstruct the fair and legal progress of the meeting.

The delay shall not exceed 03 days from the initial opening
date;

9. If the char delays or suspends the General Meeting of
Shareholders against Clause 8 of this Article, the General Meeting of
Shareholders shall elect another person among the participants to replace the
chair until the end of the meeting; all Resolutions ratified at the meeting
shall be effective.

Article 143. Formalities to ratify Resolutions of the
General Meeting of Shareholders

1. The General Meeting of Shareholders shall ratify
decisions within its competence by voting at the meeting or by absentee voting.

2. Unless otherwise prescribed by the company’s charter,
Resolutions of the General Meeting of Shareholders about the following issues
shall be ratified by voting at the General Meeting of Shareholders:

a) Amendments to the company’s charter;

b) The company’s development orientation;

c) Types of shares and total amount of each type;

d) Election, dismissal, discharge from duty of members of
the Board of Directors and the Control Board;

dd) Decision to make investments or sell assets of which
the values are equal to or higher than 35% of the total asset value written in
the latest financial statement of the company, or a smaller rate prescribed by
the company’s charter;

e) Ratify annual financial statements;

g) Restructuring or dissolution of the company.

Article 144. Conditions for a Resolution to be ratified

1. A Resolution on one of the following issues shall be
ratified when it is approved by a number of shareholders that represents at
least 65% of votes of attending shareholders; the specific ratio shall be
prescribed by the company’s charter:

a) Types of shares and total amount of each type;

b) Changes of business lines;

c) Change of the company’s organizational structure;

d) Project of investment or sale assets of which the values
are equal to or higher than 35% of the total asset value written in the latest
financial statement of the company, or a smaller rate prescribed by the
company’s charter;

dd) Restructuring or dissolution of the company;

e) Other cases defined by the company’s charter.

2. Other Resolutions shall be ratified when they are
approved by a number of shareholders that represents at least 51% of votes of
attending shareholders, except for the cases in Clause 1 and Clause 3 of this
Article; the specific ratio shall be prescribed by the company’s charter.

3. Unless otherwise prescribed by the company’s charter,
Members of the Board of Directors and the Control Board shall be elected by
cumulative voting. Accordingly, each shareholder shall have a number of votes
that is proportional to his/her shares multiplied by (x) the number of members
of the Board of Directors or the Control Board. The shareholder may cast part
of or all of his/her votes for one or some candidates. Elected Members of the
Board of Directors or Controllers shall be determined by the number of votes
they receive in descending order, starting from the candidates that receive the
most votes until the number of members are sufficient according to the
company’s charter. If there are 02 or more candidates that receive the same
votes for the last position of the Board of Directors or the Control Board,
they shall be voted again or selected according to the voting criteria or the
company’s charter.

4. In case of absentee voting, a Resolution shall be
ratified if it is approved by a number of shareholders that represents at least
51% of votes; the specific ratio shall be prescribed by the company’s charter.

5. Resolutions of the General Meeting of Shareholders shall
be notified to all shareholders who are entitled to attend the General Meeting
of Shareholders within 15 days from the ratification date. If the company has a
website, such Resolutions may be posted on the website instead of being sent to
shareholders.

Article 145. Power and formalities to carry out absentee
voting of shareholders to ratify Resolutions of the General Meeting of
Shareholders

Unless otherwise prescribed by the company’s charter, the
power and formalities to carry out absentee voting of shareholders by to ratify
Resolutions of the General Meeting of Shareholders shall be as follows:

1. The Board of Directors is entitled to carry out absentee
voting of shareholders to ratify Resolution of the General Meeting of
Shareholders when it is deemed necessary for the company’s interest;

2. The Board of Directors shall prepare absentee ballots,
Draft Resolutions of the General Meeting of Shareholders, descriptions thereof,
and send them to shareholders having voting right at least 10 days before the
deadline for submitting absentee ballots, unless a longer period is prescribed
by the company’s charter. The list of shareholders to receive absentee ballots
shall be compiled in accordance with Clause 1 and Clause 2 Article 137 of this
Law. Requirements and methods to send absentee ballots and enclosed documents
are specified in Article 139 of this Law;

3. The absentee ballot shall contain:

a) Name, ID number, headquarter address of the enterprise;

b) Purposes of the voting;

d) Full name, permanent residence, nationality, ID/passport
number if the shareholder is an individual; name, enterprise identification
number or establishment decision number, and the headquarter address if the
shareholder is an organization; or full name, permanent residence, nationality,
ID/passport number of the authorized representative if the shareholder is an
organization; Amount of shares of each type and number of votes of the
shareholder.

d) The issues that need voting;

dd) Options including affirmative, negative, and
abstentions;

e) Deadline for submitting the completed absentee ballot to
the company;

g) Full name and signature of the Chairperson of the Board
of Directors and company’s legal representative;

4. Shareholders may send completed absentee ballots to the
company in the following manner:

a) By post. The completed absentee ballots must bear the
signature of the shareholder if the shareholder is an individual, or signature
of the authorized representative or legal representative if the shareholder is
an organization. Every absentee ballot sent to the company must be put into
sealed envelopes. Envelopes must not be opened before counting;

b) By fax or email. Absentee ballots sent by fax or email
must be kept confidential until the vote counting time.

Absentee ballots sent to the company after the deadline
written therein, absentee ballots sent by post in envelopes that are opened,
absentee ballots sent by fax or email that are revealed are all invalid. If a
absentee ballot is not submitted, it will be excluded from voting;

5. The Board of Directors shall count the votes and make a
vote counting record before the Control Board or shareholders that do not hold
managerial positions in the company.

The vote counting record must contain the following
information:

a) Name, ID number, headquarter address of the enterprise;

b) Purposes and issues that need voting;

c) The number of shareholders and total number of votes
casted. The numbers of valid and invalid votes, methods of sending, enclosed
with the list of voting shareholders;

d) Total number of affirmative votes, negative votes, and
abstentions on each issue;

dd) The issues ratified;

e) Full name and signature of the Chairperson of the Board
of Directors, the company’s legal representative, vote counting supervisors,
and vote counters.

Members of the Board of Directors, vote counters and vote
counting supervisors are jointly responsible for the truthfulness, accuracy of
the vote counting record; jointly responsible for damage caused by the
decisions ratified because of untruthful, incorrect counts of votes;

6. The vote counting record shall be sent to all
shareholders within 15 days from the completion date of vote counting. If the
company has a website, the vote counting record may be posted on such website
instead of being sent to shareholders;

7. Completed absentee ballots, the vote counting record,
ratified Resolutions, and relevant documents enclosed with absentee ballots
shall be kept at the company’s headquarter;

8. Resolutions ratified by absentee voting are as valuable
as those ratified at the General Meeting of Shareholders.

Article 146. Minutes of General Meeting of Shareholders

1. The General Meeting of Shareholders must be recorded in
writing, audio recordings, or other electronic means of recordings. The meeting
minutes must be made in Vietnamese language (additional foreign language is
permitted) and has the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Time and location of the General Meeting of
Shareholders;

c) Agenda and contents of the meeting;

d) Full names of the chair and secretary

dd) Summary of the meeting and opinions given at the
General Meeting of Shareholders with regard to each issue on the agenda;

e) The number of shareholders and total number of votes of
attending shareholders; list of registered shareholders, representatives of
shareholders, corresponding amount shares and votes;

g) Total votes on each issue, specifying the voting method,
numbers of valid votes, invalid votes, affirmative votes, negative votes;
corresponding ratio to total votes of attending shareholders;

h) The issues ratified and corresponding ratio of
affirmative votes;

i) Signatures of the chair and secretary.

The minutes made in Vietnamese language and foreign
languages shall have equal legal effectiveness. In case of any discrepancies
between the Vietnamese version and foreign language version, the Vietnamese
version shall prevail.

2. The minutes of the General Meeting of Shareholders must
be completed and ratified before the end of the meeting.

3. The chair and secretary are jointly responsible for the
truthfulness and accuracy of the minutes.

The minutes of the General Meeting of Shareholders must be
send to every shareholder within 15 days from the ending date of the meeting;
the vote counting record may be posted on the company’s website (if any)
instead of being sent to shareholders.

The minutes of the General Meeting of Shareholders, list of
registered shareholders, ratified Resolutions, and relevant documents enclosed
with the invitations must be kept at the company’s headquarter.

Article 147. Request for annulment of Resolutions of the
General Meeting of Shareholders

Within 90 days from the day on which the minutes or the
vote counting record is received, the shareholder or group of shareholders
mentioned in Clause 2 Article 114 of this Law may request a court or arbitral
tribunal to consider annulling the Resolution or part of the Resolution of the
General Meeting of Shareholders in the following cases:

1. Procedures for convening the meeting and making
decisions of the General Meeting of Shareholders are not conformable with this
Law and the company’s charter, except for the case in Clause 2 Article 148 of this
Law;

2. Contents of the Resolution contravenes the law or the
company’s charter.

Article 148. Effect of Resolutions of the General Meeting
of Shareholders

1. A Resolution of the General Meeting of Shareholders is
effective from the day on which it is ratified or on the effective date written
thereon.

2. Any Resolution of the General Meeting of Shareholders
which is ratified with 100% of voting shares shall be legitimate and effective
even if the procedures for ratifying such Resolution are not conformable with
regulations.

3. In case a shareholder or group of shareholders request
the court or arbitral tribunal to annual a Resolution of the General Meeting of
Shareholders as prescribed in Article 147 of this Law, such Resolution is still
effective until a dissenting decision is made by the court or arbitral
tribunal, except for the case in which temporary emergency measures are taken
under a decision of a competent authority.

Article 149. Board of Directors

1. The Board of Directors is a regulatory body of the
company, has the power to, on behalf of the company, make decisions, perform
the company’s rights and obligations beyond the competence of the General
Meeting of Shareholders.

2. The Board of members has the following rights and
obligations:

a) Decide the strategies, midterm development plans, and
annual business plans of the company;

b) Propose types of shares and total authorized shares of
each type;

c) Decide the sale of new shares within the amount of
authorized shares of each type; decide to raise additional capital in other
manners;

d) Decide selling prices of the company’s shares and bonds;

dd) Decide repurchases of shares according to Clause 1
Article 130 of this Law;

e) Decide investment plans and projects of investment
within its competence and limits prescribed by law;

g) Decide solutions for market development, marketing, and
technology;

h) Approve sale, loan, borrowing contracts, and other
contracts of which the values are equal to or higher than 35% of the total
asset value written in the latest financial statement of the company, unless
another rate is prescribed by the company’s charter. This Point does not apply
to the contracts and transactions mentioned in Point d Clause 2 Article 135,
Clause 1 and Clause 3 Article 162 of this Law;

i) Elect, dismiss, discharge from duty the Chairperson of
the Board of Directors; designate, dismiss, sign contracts, terminate contracts
with the Director/General Director and other key managers prescribed by the
company’s charter; decide salaries and other benefits of such managers; appoint
representative to participate in the Board of members or the General Meeting of
Shareholders of another company; decide the wages and other benefits of such
persons;

k) Supervise, direct the Director/General Director and
other managers to run the company’s everyday business operation;

l) Decide the organizational structure, rules and
regulations of the company, establishment of subsidiaries, branches,
representative office, capital contributions to or purchase of shares of other
enterprises;

m) Approve the agenda and documents of the General Meeting
of Shareholders, convene the General Meeting of Shareholders or carry out
absentee voting for the General Meeting of Shareholders to ratify decisions;

n) Submit annual financial statements to the General
Meeting of Shareholders;

o) Propose the level of dividend payment; decide the
deadline and procedures for dividend payment or settlement of losses incurred
during the business operation;

p) Propose restructuring, dissolution, petition for
bankruptcy of the company;

q) Perform other rights and obligations prescribed in this
Law and the company’s charter.

3. The Board of Directors shall ratify decisions by voting
at meetings, absentee voting, or another voting method prescribed by the
company’s charter. Each member of Board of Directors has a vote.

4. While performing its functions, rights and obligations,
the Board of Directors shall comply with law, the company’s charter, and
Resolutions of the General Meeting of Shareholders. In case a Resolution is
ratified by the Board of Directors against the law or the company’s charter and
thus causes damage to the company, every member that approves the ratification
of such Resolution shall be jointly responsible for such Resolution and pay compensation
for the company. Members who object such Resolution shall not take
responsibility. In this case, any shareholder that hold the company’s shares
for at least 01 year shall be entitled to request the Board of Directors to
suspend the implementation of such Resolution.

Article 150. Term of office and number of Members of the
Board of Directors

1. The Board of Directors consists of 03 to 11 members. The
company’s charter shall specify the number of Members of the Board of
Directors.

2. Each Member of the Board of Directors and independent
member of the Board of Directors has a term of office of up to 05 years without
term limit. The number of terms, specific term period, number of Members of the
Board of Directors required to reside in Vietnam shall be specified in the
company’s charter.

3.
In case the term of office of all Members of the Board of Directors expires at
the same time, they are still Members of the Board of Directors until new
members are elected and take over the office, unless otherwise prescribed by
the company’s charter.

4. If the joint-stock company is organized according to
Point b Clause 1 Article 134 of this Law, documents and transactions of the
company must bear the text “Thành viên độc lập” (“Independent member”)
before the names of corresponding Members of the Board of Directors.

5. The company’s charter shall specify the number, rights,
obligations, method of operation and cooperation of independent members of the
Board of Directors.

Article 151. Standards and conditions for Members of the
Board of Directors

1. Members of the Board of Directors must:

a) be

legally competent

, not be banned from business
administration as prescribed in Clause 2 Article 18 of this Article;

b) has qualifications and experience of business administration;
Members of the Board of Directors are not necessarily shareholders of the
company, unless otherwise prescribed by the company’s charter.

c) Members of the Board of Directors may concurrently hold
the position of Members of the Board of Directors of other companies.

d) With regard to the subsidiaries over 50% of charter
capital of which is held by the State, Members of the Board of Directors must
not be spouses, parents, adoptive parents, children, adopted children, siblings
of the Director/General Director and other managers of the building work; must
not be related persons of the manager and the person competent to designate the
manager of the parent company.

2. Unless otherwise prescribed by regulations of law on
securities, independent members of the Board of Directors prescribed in Point b
Clause 1 Article 134 of this law must:

a) Not be a current employee of the company or its
subsidiaries; not be a person that used to work for the company or the
company’s subsidiaries over the previous 03 consecutive years.

b) Not be a person receiving salaries, wages from the
company, except for the benefits to which Members of the Board of Directors are
entitled;

c) not have a spouse, birth parent, adoptive parent, birth
child, adopted child, or sibling being a major shareholder of the company,
being a manager of the company or the company’s subsidiary;

d) not directly or indirectly hold at least 1% of the
company’s voting shares;

dd) Not ever hold the position of Member of the Board of
Directors, the Control Board over at least the previous 05 consecutive years.

3. Independent members of the Board of Directors must
notify the Board of Directors of their failure to satisfy the conditions
prescribed in Clause 2 of this Article. Such members are obviously no longer
independent members of the Board of Directors from the day on which conditions
are not satisfied. The Board of Directors shall report the cases in which
independent members of the Board of Directors no longer satisfy conditions at
the nearest General Meeting of Shareholders or convene a General Meeting of
Shareholders to elect new independent members within 06 months from the day on
which the independent member’s notification is received.

Article 152. Chairperson of the Board of Directors

1. The Board of Directors shall elect a member of the Board
of Directors as the Chairperson. The Chairperson of the Board of Directors may
concurrently hold the position of Director/General Director, except for the
cases in Clause 2 of this Article and unless otherwise prescribed by
regulations of law on securities and the company’s charter.

2. The Chairperson of the Board of Directors of any
joint-stock company over 50% of voting shares are held by the State may not
concurrently hold the position of Director/General Director.

3. The Chairperson of the Board of Directors has the
following rights and obligations:

a) Formulate operation plans of the Board of Directors;

b) Prepare the agenda, contents, and documents of meetings;
convene and chair meetings of the Board of Directors;

c)
Organize the ratification of Resolutions of the Board of Directors;

d) Supervise the implementation of Resolutions of the Board
of Directors;

dd) Chair meetings of the General Meeting of Shareholders
and the Board of Directors;;

e) Perform other rights and obligations prescribed in this
Law and the company’s charter.

4.
If the Chairperson of the Board of Directors is absent or is not able to
fulfill his/her duties, the Chairperson shall authorize another member in
writing to perform rights and obligations of the Chairperson of the Board of
Directors in accordance with the company’s charter.

In case no one is authorized , other members shall
elect one of them as a temporary Chairperson of the Board of Directors under
the majority rule.

5. Where necessary, the Chairperson of the Board of
Directors shall hire a secretary to assist the Board of Directors and the
Chairperson of the Board of Directors in performing their duties in accordance
with law and the company’s charter. The company’s secretary has the following
rights and obligations:

a)
Assist the convention of the General Meeting of Shareholders and meetings of
the Board of Directors; making meeting minutes;

b) Assist Members of the Board of Directors in performing
their rights and obligations;

c) Assist the Board of Directors in applying and
implementing the company’s administration principles;

d) Assist the company in building shareholder relationships
and protecting the lawful rights and interests of shareholders;

dd) Assist the company in fulfilling its obligation to
provide information, disclose information and administrative procedures;

e) Perform other rights and obligations prescribed by the
company’s charter.

6. The Chairperson of the Board of Directors may be
dismissed under a decision of the Board of Directors.

Article 153. Meetings of the Board of Directors

1. The Chairperson of the Board of Directors shall be
elected during the first meeting of the new Board of Directors within 07
working days from the end of the voting. This meeting shall be convened and
chaired by the member that receives the most votes.

If there is more than one
member who has the highest votes, they shall be voted for by members under the
majority rule to convene the Board of Directors.

2. The Board of Directors may hold periodic and
extraordinary meetings. The Board of Directors shall hold meetings at the
company’s headquarter or other locations.

3. Meetings of the Board of Directors shall be held by the
Chairperson of the Board of Directors when it is deemed necessary. At least one
meeting shall be held in a quarter.

4. The Chairperson of the Board of Directors shall convene
a meeting of the Board of Directors in the following cases:

a) The meeting is requested by the Control Board or
independent members

b) The meeting is requested by the Director/General
Director or at least 05 other managers;

c) The meeting is requested by at least 02 executive
members of the Board of Directors;

d) Other cases prescribed by the company’s charter.

The request must be made in writing, specifying the
purposes, issues that need discussing, and decisions within the competence of
the Board of Directors.

5. The Chairperson of the Board of Directors shall convene
a meeting of the Board of Directors within 07 working days from the day on which
the request mentioned in Clause 4 of this Article is received. If the
Chairperson fails to convene the meeting on request, the Chairperson shall take
responsibility for any damage to the company; the person who makes the request
may convene a meeting of the Board of Directors instead of the Board of
Directors.

6. The Chairperson of the Board of Directors or the
convener of the Board of Directors meeting shall send invitations at least 03
working days before the meeting date, unless otherwise prescribed by the
company’s charter. The invitation must specify the time, location, agenda,
issues, and decisions of the meeting. The invitation must be enclosed with
documents used at the meeting and members’ ballots.

The invitation shall be sent by post, fax, email, or other
means, as long as they reach the mailing address of every the Board of
Directors, which is registered with the company.

7. The Chairperson of the Board of Directors or the
convener shall send invitations and enclosed documents to Controllers as if
they are members of the Board of Directors.

Controllers are entitled to attend meetings of the Board of
Directors, participate in discussion, and must not cast votes.

8. A meeting of the Board of Directors shall be held when
it is attended by at least three fourths of the members.

If the
number of attending members is not sufficient, the second meeting shall be
convened within 07 days from the initial meeting date, unless a shorter period
is prescribed by the company’s charter.

In this case, the meeting shall
be held if it is attended by at least half of Members of the Board of
Directors.

9. A member of the Board of Directors is considered to have
attended and cast votes at a meeting if such member:

a) Attends and cast votes directly at the meeting; or

b) Authorizes another person to attend the meeting as
prescribed in Clause 10 of this Article; or

c) Attends and casts votes via an online meeting or a
similar manner; or

d) Sends votes to the meeting by post, fax, or email.

Votes sent to the meeting by post must be contained in
sealed envelopes and given to the Chairperson of the Board of Directors at
least one hour before the opening time. Votes shall be open before every
participants.

Unless otherwise prescribed by the company’s charter, a
Resolution of the Board of Directors shall be ratified if it is approved by a
majority of attending members; in the event of equal votes, the Chairperson of
the Board of Directors shall have the casting vote.

10. Members must attend all meetings of the Board of
Directors. A member may authorize another person to attend the meeting if
approved by a majority of Members of the Board of Directors.

Article 154. Minutes of meetings of the Board of Directors

1. Meetings of the Board of Directors shall be recorded in
writing, audio recordings, or other electronic means. The minutes must be made
in Vietnamese languages (additional foreign languages are permitted) and
contain the following information:

a) The enterprise’s name, enterprise identification number,
address of the headquarter;

b) Purposes, agenda, and contents of the meeting;

c) Time and location of the meeting;

d) Full name of each attending member or their authorized
person, method of participation; full name of every member that does not attend
and explanations;

dd) Issues discussed and voted on at the meeting;

e) Summary of opinions of each attending member in
chronological order;

g) Voting result, specifying the members that casts
affirmative votes, negative votes, and abstentions;

h) The issues that have been ratified;

i) Full names, signatures of the chair and the minutes
maker.

The chair and the minutes maker are responsible for the
truthfulness and accuracy of the minutes of the Board of Directors meeting.

2. Minutes of the Board of Directors meetings and documents
used during the meetings shall be kept at the company’s headquarter.

3. The minutes made in Vietnamese language and those in
foreign languages shall have equal value.

In case of any discrepancy
between the Vietnamese version and foreign language version, the former shall
prevail.

Article 155. Right to obtain information of Members of the
Board of Directors

1. Members of the Board of Directors are entitled to
request the Director/General Director or Deputy Director/Deputy General
Director, and managers of units in the company to provide information about the
financial status and performance of the company and units in the company.

2. The requested must provide timely, sufficient, accurate
information and documents at the request of Members of the Board of Directors.
Procedures for requesting and providing information shall be prescribed by the
company’s charter.

Article 156. Dismissal, discharge from duty and addition of
Members of the Board of Directors

1. A member of the Board of Directors shall be dismissed if
he or she:

a) fails to satisfy the standards and conditions prescribed
in Article 151 of this Law;

b) fails to participate in activities of the Board of
Directors for 06 consecutive months, except for force majeure events;

c) tenders a resignation;

d) Other cases prescribed by the company’s charter.

2. Members of the Board of Directors may be discharged from
duty under Resolutions of the General Meeting of Shareholders.

3. The Board of Directors shall convene the General Meeting
of Shareholders to elect additional members of the Board of Directors in the
following cases:

a) The number of Members of the Board of Directors is
reduced by more than one third of the number prescribed by the company’s
charter. In this case, the Board of Directors shall convene a General Meeting
of Shareholders within 60 days from the day on which the number of Members of
the Board of Directors is reduced by more than one third;

b) the number of independent members of the Board of
Directors falls below the ratio prescribed in Clause 1 Article 134 of this Law.

In other cases, the nearest General Meeting of Shareholders
shall elect new members to replace those who have been dismissed or discharged
from duty.

Article 157. Director/General Director

1. The Board of Directors shall appoint one of them as or
hire a Director/General Director.

2. The Director/General Director shall run the company’s
everyday business, be supervised by the Board of Directors, take responsibility
to the Board of Directors for performance of given rights and obligations.

A Director/General Director shall have a term of office of
up to 05 years without term limit.

Standards and conditions for the Director/General Director
are the same as those prescribed in Article 65 of this Law.

3. The Director/General Director has the following rights
and obligations:

a) Decide important issues related to the company’s
everyday business without decision of the Board of Directors;

b) Organize the implementation of Resolutions of the Board
of Directors;

c) Organize the implementation of business plans and
investment plans of the company;

d) Propose organizational structure, internal rules and
regulations of the company;

dd) Designate, dismiss, discharge from duty the company’s
managers, except for the positions within the competence of the Board of
Directors;

e) Decide the salaries and other benefits of the company’s
employees, including the managers designated by the Director/General Director;

g) Hire employees;

h) Suggest plans for dividend payments or loss settlement;

i) Perform other rights and obligations prescribed by law,
the company’s charter, and Resolutions of the Board of Directors.

4. The Director/General Director shall run the company’s
everyday business in accordance with law, the company’s charter, employment contract
with the company, and Resolutions of the Board of Directors.

If
committing violations which cause damage to the company, the Director/General
Director shall take legal responsibility and pay compensation for the company.

Article 158. Salaries, remunerations, and other benefits of
members of the Board of Directors, Director/General Director

1. The company is entitled to pay remunerations to Members
of the Board of Directors, salaries to the Director/General Director and other
managers according to the business outcome.

2.
Unless otherwise prescribed by the company’s charter, remunerations, salaries
and other benefits of the Members of the Board of Directors, Director/General
Director shall be paid as follows:

b) Members of the Board of Directors shall receive
remunerations and bonuses. Remunerations are calculated according to the number
of working days necessary for fulfilling the duties of Members of the Board of
Directors and daily remuneration. The Board of Directors shall reach an
agreement on estimated remuneration of each member. The total remuneration of
the Board of Directors shall be decided by the General Meeting of Shareholders
at the annual general meeting;

b) Members of the Board of Directors are entitled to have
the cost of accommodation, meals, traveling, and other reasonable costs
incurred during the performance of given duties reimbursed;

c) The Director/General Director shall receive salaries and
bonuses. The Director/General Director’s salaries and bonuses shall be decided
by the Board of Directors.

3. Remunerations of Members of the Board of Directors and
salaries of the Director/General Director and other managers shall be included
in the company’s operating cost in accordance with regulations of law on
corporate income tax, be recorded as a separate item in the company’s financial
statement, and be reported at the annual general meeting.

Article 159. Publishing related interests

Unless tighter regulations are prescribed by the company’s
charter, related persons and interests of the company shall be published as
follows:

1. The company shall compile and update the list of related
persons of the company in accordance with Clause 17 Article 4 of this Law and
their transactions with the company;

2. Members of the Board of Directors, Controllers, the
Director/General Director, and other managers of the company shall declare
their related interests with the company, including:

a) Name, enterprise ID number, address of the headquarter,
business lines of every enterprise of which they have stakes or shares; the
proportion and time of obtainment of such stakes or shares;

b) Name, enterprise ID number, address of the headquarter,
business lines of every enterprise of which their related persons have a joint
ownership or private ownership of stakes or shares that make up over 10% of
charter capital;

3. The information mentioned in Clause 2 of this Article
shall be declared within 07 working days from the day on which related
interests arise; any adjustment shall be notified to the company within 07 working
days from the day on which such adjustment arises;

4. The List of related persons and related interests
mentioned in Clause 1 and Clause 2 of this Article shall be published,
examined, and copied as follows:

a) The company shall notify the List of related persons and
related interests to the General Meeting of Shareholders at the annual meeting;

b) The List of related persons and related interests shall
be kept at the enterprise’s headquarter; part or all of the List may be kept at
the company’s branches where necessary;

c) Shareholders and authorized representatives of
shareholders, Members of the Board of Directors, the Control Board, the
Director/General Director, and other managers are entitled to examine and copy
part of or all of the List during working hours;

d) The company shall enable the persons mentioned in Point
c of this Clause to access, examine, and copy the List of related persons of
the company and other contents in the most convenient manner; must not obstruct
them to exercise such right. Procedures for examining and copying the List of
related persons and related interests shall be prescribed by the company’s
charter.

5. Members of the Board of Directors, the Director/General
Director that shall explain the nature and contents of the works they carry out
single-handedly or on behalf of other persons to the Board of Directors and the
Control Board. Such works may only be carried out when it is approved by a
majority of other members of the Board of Directors; if the work is carried out
without notification or approval by the Board of Directors, all incomes from
such work shall belong to the company.

Article 160. Responsibilities of the company’s managers

1. Members of the Board of Directors, Director/General
Director, and other managers have the responsibilities to:

a) Perform given rights and obligations in accordance with
this Law, relevant regulations of law, the company’s charter, and Resolutions
of the General Meeting of Shareholders;

b) Perform given rights and obligations in a truthful,
careful manner to ensure the company’s legitimate interests;

c) Act in the best interest of the company and
shareholders; do not use information, secrets, business opportunities of the
company; do not misuse the position, power, or assets of the company for
self-seeking purposes or serving the interest of other entities;

d) Promptly, and accurately notify the company of the
enterprises they and their related persons own or have the controlling stakes
or shares; such notifications shall be posted at the company’s headquarter and
branches.

2. Perform other rights and obligations prescribed in this
Law and the company’s charter.

Article 161. Rights to file lawsuit against Members of the
Board of Directors, Director/General Director

1. The shareholder or group of shareholders that
continuously holds at least 1% of ordinary shares for 06 months is entitled to,
whether single-handedly or on behalf of the company, file civil lawsuits
against a Member of the Board of Directors or the Director/General Director if
he/she:

a) commit violations against obligations of the company’s
manager prescribed in Article 160 of this Law;

b) fails to perform given rights and obligations; fails to
implement or to completely implement Resolutions of the Board of Directors;

c) Perform given rights and obligations against the law,
the company’s charter, or Resolutions of the General Meeting of Shareholders;

d) uses information, secrets, business opportunities of the
company for self-seeking purposes or serving the interest of other entities;

dd) abuses the position, power, or assets of the company
for self-seeking purposes or serving the interest of other entities;

e) Other cases prescribed by law and the company’s charter.

2. Procedures for proceedings are prescribed by corresponding
regulations of law on civil proceedings. The proceeding costs in case the
shareholder or group of shareholders files a lawsuit on behalf of the company
shall be included in the company’s expense, unless such lawsuit is rejected.

Article 162. Contracts and transactions subject to approval
by the General Meeting of Shareholders or the Board of Directors

1. Contracts and transactions between the company and the
following entities are subject to approval by the General Meeting of
Shareholders or the Board of Directors:

a) Shareholders and authorized representative of
shareholders that own more than 10% of ordinary shares of the company and their
related persons;

b) Members of the Board of Directors, the Director/General
Director, and their related persons;

c) The enterprises mentioned in Clause 2 Article 159 of
this Law.

2. The Board of Directors must approve every contract and
transaction smaller than 35% of the enterprise’s total asset value written in
the latest financial statement, or a smaller rate prescribed by the company’s
charter. In this case, the person that signs the contract on behalf of the
company shall send a notification to Members of the Board of Directors and
Controllers of the entities related to such contract or transaction, and
enclose with the notification the draft contract or description of the
transaction. The Board of Directors shall decide whether to approve the
contract or transaction within 15 days from the day on which the notification
is received, unless another time limit is prescribed by the company’s charter;
members with related interests do not have voting right.

3. The General Meeting of Shareholders shall approve
contracts and transactions other than those prescribed in Clause 2 of this
Article.

In
this case, the person that signs the contract on behalf of the company shall
send a notification to the Board of Directors and Controllers of the entities
related to such contract or transaction, and enclose with the notification the
draft contract or description of the transaction.

The Board of Directors
shall submit the drat contract or description of the transaction to the General
Meeting of Shareholders or carry out a absentee voting.

In this case,
shareholders with relevant interests do not have the voting right; the contract
or transaction shall be accepted when it is vote for by a number of
shareholders that represents 65% of the remaining votes, unless otherwise
prescribed by the company’s charter.

4. A contract or transaction shall be annulled and dealt
with in accordance with law when it is concluded or carried out without
approval as prescribed in Clause 2 and Clause 3 of this Article and thus causes
damage to the company; the person that concludes the contract, related
shareholders, Members of the Board of Directors, the Director/General Director
are jointly responsible for paying compensation and return the incomes derived
from such contract or transaction to the company.

Article 163. Control Board

1. The Control Board consists of 03 – 05 members, a
Controller has a term of office of up to 05 years without term limit.

2. Controllers shall elect one of them as the Chief of the
Control Board under the majority rule. Rights and obligations of the Chief of
the Control Board shall be prescribed by the company’s charter. More than half
of members of the Control Board must reside in Vietnam. The Chief of the
Control Board must be a professional accountant or auditor and has to work
full-time at the company, unless higher standards prescribed by the company’s
charter.

3. If term of office of all Controllers expires at the same
time and Controllers of the new term are not elected, the Controllers shall
keep performing their rights and obligations until Controllers of a new term
are elected and take over the office.

Article 164. Standards and conditions of Controllers

1. A Controller must:

a) be

legally competent

and not be banned from
business administration and enterprise establishment as prescribed by this Law;

b) not be a spouse, birth parent, adoptive parent, birth
child, adopted child, or sibling of any member of the Board of Directors,
Director/General Director, or any other manager;

c) not hold managerial positions of the company. The
Controller is not necessarily a shareholder or employee of the company, unless
otherwise prescribed by the company’s charter;

d) satisfy other standards and conditions of relevant
regulations of law and the company’s charter.

2. Controllers of listed joint-stock companies and
companies of which over 50% of charter capital is held by the State must be
auditors or accountants.

Article 165. Rights and obligations of the Control Board

The Control Board shall:

1. Supervise the Board of Directors, Director, or General
Director managing and running the company.

2. Inspect the rationality, legitimacy, truthfulness, and
prudence in business administration; the systematicness, consistency, and
conformability of accounting works, statistical works, and the compilation of
financial statements.

3. Inspect the sufficiency, legitimacy, and truthfulness of
business outcome reports, annual and biannual financial statements of the
company, management assessment report of the Board of Directors, and submit the
inspection report at the annual general meeting.

4. Review, check, assess the effect and effectiveness of
the internal control system, internal audit system, risk management and early
warning system of the company.

5. Examine accounting books, accounting records and other
documents of the company; managerial and administrative works of the company
where necessary or under Resolutions of the General Meeting of Shareholders or
at the request of the shareholder or group of shareholders prescribed in Clause
2 Article 114 of this Law.

6. Carry out an inspection at the request of the
shareholder or group of shareholders mentioned in Clause 2 Article 114 of this
Law within 07 working days from the day on which the request is received.
Within 15 days from the end of the inspection, the Control Board shall report
the issues that need inspecting to the Board of Directors and the shareholder
or group of shareholders that made the request.

The inspection mentioned in this Clause must not obstruct
the normal operation of the Board of Directors and must not interrupt the
company’s business administration.

7. Propose changes, improvements to the organizational
structure, mechanism for managing, supervising, and running the company’s
operation to the Board of Directors or the General Meeting of Shareholders.

8. Notify the Board of Directors in writing if any Members
of the Board of Directors, the Director or General Director violates Article
160 of this Law; request the violator to stop the violation and take remedial
measures.

9. Attend and discuss at meetings of the Board of
Directors, General Meetings of Shareholders, and other meetings of the company.

10. Employ independent consultants and internal audit
department of the company to perform given duties.

11. Seek opinions of the Board of Directors before
submitting reports, conclusions, and proposals to the General Meeting of Shareholders.

12. Perform other rights and obligations prescribed in this
Law, the company’s charter, and Resolutions of the General Meeting of
Shareholders.

Article 166. Right to obtain information of the Control
Board

1. Invitations, absentee ballots, and enclosed documents
shall be sent to the Controllers at the same time and in the same manner as
Members of the Board of Directors.

2. Resolutions and minutes of meetings of the Board of
Directors and General Meetings of Shareholders shall be sent to the Controllers
at the same time and in the same manner as shareholders and Members of the
Board of Directors.

3. Reports of the Director/General Director submitted to
the Board of Directors and other documents issued by the company shall be sent
to the Controllers at the same time and in the same manner as Members of the
Board of Directors.

4. Controllers are entitled to access documents of the
company which are kept at the headquarter, branches, and other locations;
entitled to enter working places of managers and employees of the company
during working hours.

5. The Board of Directors, members of the Board of
Directors, the Director/General Director, and other managers must provide
sufficient, accurate, and timely information, documents about the management of
the company at the request of members of the Control Board or the Control
Board.

Article 167. Salaries and other benefits of Controllers

Unless otherwise prescribed by the company’s charter,
salaries and other benefits of Controllers shall be as follows:

1. Controllers shall receive salaries and other benefits
under decisions of the General Meeting of Shareholders. The General Meeting of
Shareholders shall decide the total salary and annual budget of the Control
Board;

2. Controllers shall have the reasonable cost of
accommodation, meals, traveling, and independent consultancy services covered.
The total salary and cost must not exceed the annual budget of the Control
Board, which is approved by the General Meeting of Shareholders, unless
otherwise decided by the General Meeting of Shareholders;

3. Salaries and expense of the Control Board shall be
included in the company’s operating cost in accordance with regulations of law
on corporate income tax, relevant regulations of law, and shall be recorded as
a separate item in the company’s financial statement.

Article 168. Responsibilities of Controllers

1. Comply with law, the company’s charter, Resolutions of
the General Meeting of Shareholders, and professional ethics while performing
their rights and obligations.

2. Perform the given rights and obligations in a truthful,
careful manner to ensure the company’s legitimate interests;

3. Act in the best interest of the company and its
shareholders; do not use information, secrets, business opportunities of the
company; do not misuse the position, power, or assets of the company for
self-seeking purposes or serving the interest of other entities;

4. Perform other rights and obligations prescribed in this
Law and the company’s charter.

5. The Controller that violates regulations in Clauses 1,
2, 3, and 4 of this Article and thus causes damage to the company or other
persons shall take personal responsibility or pay compensation for such damage.
All incomes and other interests of such Controller shall be returned to the company.

6. If a Controller is found committing violations while
performing his/her given rights and obligations, the Board of Directors shall
send a written notification to the Control Board, request the violator to stop
the violations and take remedial measures.

Article 169. Dismissal and discharge from duty of
Controllers

1. A Controller shall be dismissed if he or she:

a) no longer satisfies the standards and conditions
prescribed in Article 164 of this Law;

b) fails to perform his/her rights and obligations for 06
consecutive months, except for force majeure events;

c) tenders a resignation which is accepted;

d) Other cases prescribed by the company’s charter.

2. A Controller shall be discharge from duty if he or she:

a) fails to fulfill the given tasks or duties;

b) Commit serious or repeated violations against
obligations of Controllers prescribed by this Law and the company’s charter;

c) is discharge under a decision of the General Meeting of
Shareholders.

Article 170. Submission of annual reports

1. At the end of the fiscal year, the Board of Directors
shall prepare the following reports and documents:

a) The report on the company’s business outcome;

b) The financial statement;

c) The report on assessment of management of the company.

2. With regard to joint-stock companies required by law to
be audited, their annual financial statements must be audited before being
submitted to the General Meeting of Shareholders for consideration and
ratification.

3. The reports and documents mentioned in Clause 1 of this
Article must be sent to the Control Board for verification at least 30 days
before the opening date of the General Meeting of Shareholders, unless
otherwise prescribed by the company’s charter.

4. The reports and documents shall be prepared by the Board
of Directors; the verification reports of the Control Board and audit reports
shall be kept at the company’s headquarter and branches at least 10 days before
the opening date of the General Meeting of Shareholders, unless a longer period
is prescribed by the company’s charter.

Any shareholder that continuously holds the company’s
shares for at least 01 year is entitled to, whether single-handedly or together
with qualified lawyers, accountants, and auditors examine the reports mentioned
in this Article at reasonable times.

Article 171. Disclosure of information about joint-stock
companies

1. Every joint-stock company shall send the annual
financial statement ratified by the General Meeting of Shareholders to a
competent authority in accordance with regulations of law on accounting and
relevant regulations of law.

2. The joint-stock company shall post the following
information on its website (if any):

a) The company’s charter;

b) Résumés, qualifications, and professional experience of
members of the Board of Directors, Controllers, the Director/General Director
of the company.

c) Annual financial statements ratified by the General
Meeting of Shareholders;

d) Reports on annual business outcome made by the Board of
Directors and the Control Board.

3. Any unlisted joint-stock company shall notify the
business registration authority where the company’s headquarter is stated of
the information or changes of information about the full names, nationalities,
passport numbers, permanent residences, amount of shares and types of shares
held by foreign shareholders, names, enterprise ID numbers, headquarter
addresses, amount of shares and type of shares of shareholders being foreign
organizations, full names, nationalities, passport numbers, permanent
residences of authorized representatives of such organizations.

4. Public companies shall disclose information in
accordance with regulations of law on securities. Every joint-stock company
over 50% charter capital of which is held by the State shall disclose
information in accordance with Article 108 and Article 109 of this Law.

Chapter VI

PARTNERSHIP

Article 172. Partnership

1. A partnership means an enterprise of which:

a) At least 02 partners are co-owner of the company who run
business together in a common name (hereinafter referred to as general
partner). Apart from general partners, the company may have contributing
partners;

b) General partners are individuals who are responsible for
the company’s obligations with all of their property;

c) Contributing partners are only liable for the company’s
debts up to the value of capital contributed to the company.

2. A partnership has its own legal status from the issuance
date of the Certificate of Business registration.

3. Partnerships must not issue any kind of shares.

Article 173. Contributing capital and issuing certificate
of capital contribution

1. General partners and contributing partners shall fully
and punctually contribute capital as committed.

2. The general partner who fails to fully and punctually
contribute capital as committed shall pay compensation for any damage to the
company.

3. If a contributing partner fails to fully and punctually
contribute capital as committed, the deficit of capital is considered that
partner’s debt to the company; in this case such contributing partner may be
removed from the company under a decision of the Board of partners.

4. As soon as capital is fully contributed, the partner
shall be issued with the certificate of capital contribution. The certificate
of capital contribution must contain the following information:

a) The enterprise’s name, enterprise identification number,
address of the headquarter;

b) The company’s charter capital;

c) Full name, permanent residence, nationality, ID/passport
number of every partner; types of partners;

d) Value of stake and type of assets contributed as capital
by partners;

dd) Numbers and dates of issue of certificates of capital
contribution;

e) Rights and obligations of holders of certificates of
capital contribution;

g) Full names, signatures of holders of certificates of
capital contribution and general partners.

5. If the certificate of capital contribution is lost or
damaged or otherwise destroyed, the partner shall have it reissued by the
company.

Article 174. Assets of a partnership

Assets of a partnership include:

1. Contributed assets the ownership of which have been
transferred to the company by members;

2. Created assets bearing the company’s name;

3. Assets derived from business activities carried out by
general partners on behalf of the company and from the business activities
single-handedly carried out by general partners;

4. Other assets prescribed by law.

Article 175. Restrictions on general partners

1. A general partner must not own a private company or hold
the position of general partner of another partnership, unless otherwise agreed
by other general partners.

2. General partners must not do the same business lines of
the company, whether single-handedly or on behalf of another person, for
self-seeking purposes or serving the interest of other entities;

3. A general partner must transfer part of or all of
his/her stake to another person, unless otherwise agreed by other general
partners.

Article 176. Rights and obligations of general partners

1. Every general partner is entitled to:

a) Attend meetings, discuss, and vote on the company’s
issues; each general partner has a vote (or a number of vote prescribed by the
company’s charter);

b) Do the business lines of the company in the name of the
company; negotiate, conclude contracts and agreements with the terms and
conditions that are considered by the general partner most beneficial to the
company;

c) Use the company’s seal and assets to do the company’s
business lines. Any general partner who advances his/her own money to do the
company’s business is entitled to request the company to return the money,
including both principal and interest at the market rate;

d) Request the company to compensate for the damage caused
by the business operation if such damage is not at the partner’s fault;

dd) Request the company or other general partner to provide
information about the company’s performance; inspect the assets, accounting
books, and other documents where necessary;

e) Receive distributed profits in proportion to the capital
contribution or under agreement according to the company’s charter;

g) Receive part of remaining assets in proportion to their
stake holding in case the company is dissolved or bankrupt, unless a specific
ration is prescribed by the company’s charter;

h) If a general partner dies, his/her inheritor shall
receive the value of the company’s assets minus (-) the debts owed by such
partner. The inheritor may become a general partner if accepted by the Board of
partners;

i) Perform other rights prescribed in this Law and the
company’s charter.

2. General partners have responsibilities to:

a) Manage and run the business in a truthful, careful
manner to ensure the company’s legitimate interests;

b) Manage and run the company’s business in accordance with
law, the company’s charter, Resolutions of the Board of Partners; pay
compensation for damage caused by failure to comply with regulations in this
Point;

c) not use the company’s assets for self-seeking purposes
or serving the interest of other entities;

d) Return the money, assets received, and pay compensation
for damage to the company caused by receipt of money or assets from the
company’s business operation instead of giving it to the company, whether
single-handedly, on behalf of the company, or on behalf of other persons;

dd) Take joint responsibility for paying the remaining
debts of the company if the company’s assets are not sufficient to pay all its
debts;

e) Bear a loss in proportion to their stakes in the company
or under an agreement according to the company’s charter in case the company
suffers a loss;

g) Submit truthful and accurate monthly reports on his/her
own performance; provide information about his/her owner performance to other
partners at their request;

h) Perform other duties prescribed by this Law and the company’s
charter.

Article 177. The Board of Partners

1. The Board of partners consists of all partners The Board
of partners shall elect a general partner as the Chairperson of the Board of
partner, who concurrently holds the position of Director/General Director of
the company, unless otherwise prescribed by the company’s charter.

2. General partners are entitled to request a meeting of
the Board of partners to discuss and decide the company’s business. The
requesting partner shall prepare the meeting agenda and documents.

3. The Board of partners are entitled to decide every
company’s business. Unless otherwise prescribed by the company’s charter, the
following issues must be approved by at least three fourths (3/4) of general
partners:

a) The company’s development orientation;

b) Amendments to the company’s charter;

c) Admission of a new general partner;

d) Approval for a withdrawal or removal of general partner
from the company;

dd) Decision on a project of investment;

e) Decision to take loans and raise capital in other
manners; give a loan with a value of ≥ 50% charter capital of the company,
unless a higher rate is prescribed by the company’s charter;

g) Decision to buy, sell assets with a value of ≥ the
company’s charter capital, unless a higher rate is prescribed by the company’s
charter;

h) Decision to ratify annual financial statement, total
profit, distributable profit, and amount of profit distributed to each;

i) Decision to dissolve the company.

4. Decide any issue that is not mentioned in Clause 3 of
this Article if the decision is approved by at least two thirds of general
partners; the specific ration shall be prescribed by the company’s charter.

5. The right to vote of contributing partners shall comply
with this Law and the company’s charter.

Article 178. Convening meetings of Board of partners

1. The Chairperson of the Board of partners may convene a
meeting of the Board of partners whenever it is deemed necessary or at the
request of general partners. If the Chairperson of the Board of partners fails
to convene a meeting at the request of a general partner, such partner shall
convene the meeting.

2. The invitation to the meeting may be made in writing, by
phone, fax, or another electronic medium. The invitation must specify the
purposes, requirements, contents, agenda, location of the meeting, and name of
the partner that request the meeting.

Documents serving discussion of the issues mentioned in
Clause 3 Article 177 of this Law must be sent in advance to all partners by the
deadline prescribed by the company’s charter.

3. The Chairperson of the Board of convening partner shall
chair the meeting. Every meeting of the Board of partners must be recorded into
the minutes. The minutes must contain:

a) The enterprise’s name, enterprise identification number,
address of the headquarter;

b) Purposes, agenda, and contents of the meeting;

c) Time and location of the meeting;

d) Full names of the chair and attending partners;

dd) Opinions of attending partners;

e) The Resolutions ratified, number of partners that cast
affirmative votes, and basic contents of such Resolutions;

g) Full names and signatures of attending partners.

Article 179. Running a partnership’s business

1. General partners are entitled to act as the company’s
legal representatives and run the company’s everyday business. All restrictions
on general partners’ running the company’s everyday business are only effective
to a third party if such person knows such restrictions.

2. While running the company’s business, general partners
shall hold various positions of managers and controllers.

When some or all general partners doe certain business
works, decisions shall be ratified under the majority rule.

The company is not responsible for any work done by a
general partner beyond the company’s scope of business, unless such work is
accepted by other partners.

3. The company may open one or some bank accounts. The
Board of partners shall authorize a partner to deposit and withdraw money from
such accounts.

4. The Chairperson of the Board of partners, the
Director/General Director has the duties:

a) Run the company’s everyday business as general partners;

b) Convene and organize meetings of the Board of partners;
sign Resolutions of the Board of partners;

c) Give tasks and cooperate with other general partners in
doing business;

d) Arrange and keep accounting books, invoices, and other
documents of the company in accordance with law;

dd) Represent the company in the relationship with
regulatory bodies; represent the company as defendant or plaintiff in lawsuits,
commercial disputes, or other disputes;

e) Perform other duties prescribed by the company’s
charter.

Article 180. Termination of general partner’s status

1. The general partner’s status shall be terminated if the
general partner:

a) Voluntarily withdraws capital from the company;

b) Dies, is declared missing, or

legally incompetent

by
the court;

c) Is removed from the company;

d) Other cases prescribed by the company’s charter.

2. A general partner is entitled to withdraw capital from
the company if the withdrawal is accepted by the Board of partners. In this
case, the partner that wishes to withdraw capital shall submit a notification
at least 06 months before the withdrawal date and may only withdraw capital at
the end of the fiscal year and after the financial statement of such fiscal
year is ratified.

3. A general partner shall be removed from the company if
such partner:

a) is not able to contribute capital or fails to contribute
capital as committed after the company has made the second request;

b) commit violations against Article 175 of this Law;

c) fails to run the business in a truthful and prudent
manner; commit inappropriate acts that cause serious damage to the interests of
the company and other partners;

d) fails to fulfill duties of a general partner.

4.
When the partner’s status of a general partner who is legally incompetent is
terminated, such partner’s stake shall be returned fairly and reasonably.

5. Within 02 years from the date of status termination
prescribed in Point a and Point c Clause 1 of this Article, that person is
still jointly responsible for the company’s debts incurred before the date of
status termination with all of his/her property.

6. After the general partner’s status is terminated, if the
name of such partner is used as part of or all of the company’s name, the
partner or his/her inheritor or legal representative is entitled to request the
company to stop using such name.

Article 181. Admission of new general partners

1. The company may admit new general partners or
contributing partners; the admission of a new partner is subject to approval by
the Board of partners.

2. General partners or contributing partners shall fully
contribute capital to the company as promised within 15 days from the approval
date, unless another time limit is decided by the Board of partners.

3. The new general partner shall take joint responsibility
for the companies’ debts and liabilities with all of his/her property, unless
otherwise agreed between such partner and other partners.

Article 182. Rights and obligations of contributing
partners

1. Contributing partners are entitled to:

a) Attend meetings, discuss and vote at the Board of
partners on amendments to the company’s charter, adjustments to rights and
obligations of contributing partner, restructuring or dissolution of the
company, and other contents of the company’s charter that directly affect their
rights and obligations;

b) Receive annual distributed profits in proportion to the
ratio of capital contribution to the company’s charter capital;

c) Be provided with the company’s annual financial
statements; request the Chairperson of the Board of partners and general
partners to provide sufficient and accurate information about the company’s
performance; examine accounting books, records, contracts, transactions and
other documents of the company;

d) Transfer their stakes to other persons;

dd) Do the company’s business lines, whether
single-handedly or on behalf of other persons;

e) Settle their stakes by bequeathing, giving, mortgaging,
pawning or in other manners in accordance with law and the company’s charter;
in case a contributing partner dies, his/her inheritor shall become the
company’s contributing partner;

g) Receive part of remaining assets according to the
proportion of their stakes to the company’s charter capital in case the company
is dissolved or bankrupt;

h) Exercise other rights prescribed in this Law and the
company’s charter.

2. Contributing partners are obliged to:

a) Take liability for the company’s debts and other
liabilities up to the value of promised capital contribution;

b) Not participate in business administration, not do
business on behalf of the company;

c) Comply with the company’s charter, rules and
regulations, and decisions of the Board of partners;

d) Perform other duties prescribed by this Law and the
company’s charter.

Chapter VII

PRIVATE COMPANIES

Article 183. Private companies

1. A private company is a enterprise owned by an individual
who is responsible for its operation with all of his/her property.

2. Private companies must not issue any kind of shares.

3. Each individual may establish only one private company.
The owner of a private company must not concurrently be a business household
owner or partner of a partnership.

4. Private companies must not contribute capital to
establishment, buy shares or stakes in partnerships, limited liability
companies, or joint-stock companies.

Article 184. Owner’s capital

1. Capital of owner of a private company is registered by
the owner himself/herself. The private company owner must register the exact
amount of capital in VND, a convertible currency, gold, or other assets; if
capital is in the form of other assets, the type, quantity, and remaining value
of each type of assets must be specified.

2. All capital and assets, including loan capital and
leased assets used for the company’s business operation, must be recorded in
the company’s accounting books and financial statements as prescribed by law.

3. During the operation, the owner of the private company may
increase or increase his/her capital investment in the company’s business
operation. The increase or decrease in the owner’s capital must be recorded in
accounting books. If the decreased capital falls below the registered capital,
the owner may only decrease capital after registering with the business
registration authority.

Article 185. Business management

1. The owner of the private company has the absolute
discretion as to the company’s business operation, the use of post-tax profit,
and shall fulfill other financial obligations as prescribed by law.

2. The owner may directly or hire another person to manage
the business operation. When hiring another person as the Director, the owner
is still responsible for every business operation of the company.

3. The owner shall be the plaintiff, defendant, or person
with related rights/obligations before the arbitral tribunal or the court in
the disputes over the company.

4. The owner of the private company is the company’s legal
representative.

Article 186. Company leasing

The owner of the private company is entitled to lease out
his/her entire company, provided a written notification enclosed with a
notarized copy of the lease contract is sent to the business registration
authority and tax authority within 03 working days from the day effective date
of the lease contract. In this case, the private company’s owner is still
legally responsible as the enterprise’s owner. The rights and obligations or
the owner and the lessee to the company’s business operation shall be specified
in the lease contract.

Article 187. Selling company

1. The private company’s owner is entitled to sell his/her
company to another person.

2. After selling the company, the private company’s owner
is still responsible for the company’s debts and other liabilities which are
incurred before the handover date, unless otherwise agreed among the buyer, the
seller, and the creditors.

3. The buyer and seller shall comply with regulations of
law on labor.

4. The buyer shall register a change of the private
company’s owner in accordance with this Law.

Chapter VIII

GROUPS OF COMPANIES

Article 188. Business corporations, general companies

1. Business corporations and general companies of various
economic sectors are groups of companies that are related to each other through
ownership of shares, stakes, or other kinds of connection. A business
corporation or a general company is not a type of business entity, does not
have a legal status, and is not required to apply for establishment
registration as prescribed by this Law.

2. A business corporation or general company has a parent
company, subsidiaries, and other affiliate companies The parent company,
subsidiaries, and each of the associate companies of a business corporation or
general companies have rights and obligations of independent enterprises as
prescribed by law.

Article 189. Parent company and subsidiaries

1. A company is considered parent company of another
company if the former company:

a) Owns more than 50% of charter capital or total ordinary
shares of the other company;

b) Is entitle to directly or indirectly decide the
designation of a majority of or all of Members of the Board of Directors, the
Director/General Director of the other company;

c) Is entitled to decide amendments to the other company’s
charter.

2. Subsidiaries must not contribute capital to or buy
shares of the parent company. Subsidiaries of the same parent company must not
contribute capital or buy shares of each other for the purpose of cross
ownership.

3. Subsidiaries of the same parent company which has at
least 65% state capital must not contribute capital to establish an enterprise
as prescribed in this Law.

4. The Government shall elaborate Clause 2 and Clause 3 of
this Article.

Article 190. Rights and obligations of parent company to
subsidiaries

1. Depending on the type of business of the subsidiary, the
parent company shall perform its rights and obligations as a member/partner,
owner, or shareholder of the subsidiary in accordance with corresponding
regulations of this Law and relevant regulations of law.

2. The contracts, transactions, and other relationships
between the parent company and the subsidiary must the established and executed
independently and equitably under conditions applied to independent legal
entities.

3. If the parent company makes intervention beyond the
competence of the owner, member/partner, or shareholder and requires the
subsidiary to do business against usual practice or engage in unprofitable
activities without providing acceptable compensation in the fiscal year and,
the parent company shall be responsibility for any damage to the subsidiary.

4. The manager of the parent company shall take
responsibility for the intervention mentioned in Clause 3 of this Article and,
together with the parent company, take joint responsibility for the damage.

5. If the parent company fails to provide compensation for
the subsidiary as prescribed in Clause 3 of this Article, the creditor,
member/partner, or shareholder that holds at least 1% of charter capital of the
subsidiary is entitled to, whether single-handedly or on behalf of the
subsidiary, request the parent company to pay compensation for the subsidiary.

6. If the business activities of a subsidiary mentioned in
Clause 3 of this Article bring profits for another subsidiary of the same
parent company, the subsidiary that receives such profit shall, together with
the parent company, return the profit to the subsidiary that suffers the loss.

Article 191. Financial statements of parent company and
subsidiaries

1. At the end of the fiscal years, apart from the reports
and documents prescribed by law, the parent company shall make the following
reports:

a) Consolidated financial statement of the parent company
in accordance with regulations of law on accounting;

b) The report on summary of annual business outcome of the
parent company and subsidiaries;

c) The report on summary of management and administration
of the parent company and subsidiaries.

2. The persons in charge of making the reports mentioned in
Clause 1 of this Article shall not make and submit such reports before
receiving all financial statements of subsidiaries.

3. At the request of legal representative of the parent
company, the legal representative of the subsidiary shall provide necessary
reports, documents, and information as prescribed to make the consolidated
financial statement and summary report of the parent company and subsidiaries.

4. The parent company’s manager shall use such reports to
make the consolidated financial statement and summary report of the parent
company and subsidiaries if the reports made and submitted by subsidiaries are
not suspected to be contain incorrect, inaccurate, or false information.

5. In case the parent company’s manager does not receive
necessary reports, documents, and information from a subsidiary after taking
all necessary measures within his/her competence, the parent company’s manager
shall still make and submit the consolidated financial statement and summary
report of the parent company and subsidiaries. The report might or might not
contain information from such subsidiary, but explanation must be provided to
avoid misunderstanding.

6. Reports, annual financial statements of the parent
company, subsidiaries, consolidated financial statements, and summary reports
of the parent company and subsidiaries must be kept at the parent company’s
headquarter. Copies of the reports and documents in this Clause must be
available of the parent company’s branches in Vietnam’s territory.

7. Subsidiaries must make summary reports on purchase,
sale, and other transactions with the parent company in addition to the reports
and documents prescribed by law.

Chapter IX

RESTRUCTURING,
DISSOLUTION, AND BANKRUPTCY OF ENTERPRISES

Article 192. Total division

1. A limited liability company or joint-stock company may
divide shareholders/members, and assets of the company (hereinafter referred to
as transferor company) to establish two new companies or more (hereinafter
referred to as transferee company) in one of the following cases:

a) Part of stakes/shares of members/shareholders and an
amount of assets proportional to the value of stakes/shares are transferred to
the transferee companies according to their holding in the transferor company
and corresponding to the value of assets transferred to the transferee
companies;

b) All of stakes/shares of one or some members/shareholders
and an amount of assets proportional to the value of stakes/shares are
transferred to the transferee enterprises;

c)
A combination of both cases in Point a and Point b of this Clause.

2. Procedures for total division of a limited liability
company or joint-stock company:

a) The Board of members, the owner, or the General Meeting
of Shareholders of the transferor company shall ratify the Resolution on total division
in accordance with this Law and the company’s charter. The Resolution on total
division must contain basic information including the transferor company’s
name, headquarter addresses, names of transferee companies; rules, method, and
procedures for asset division; employment plan; method, time limit, and
procedures for transferring the transferor company’s stakes, shares, bonds to
transferee companies; rules for fulfillment of the transferor company’s
obligations; time limit for division. The Resolution on total division shall be
sent to all creditors and notified to all employees within 15 days from the
ratification date;

b) Members, the owner, or shareholders of each of the
transferee companies shall ratify its charter, elect or designate the Chairperson
of the Board of members, the company’s President, the Board of Directors,
Director/General Director, and apply for business registration in accordance
with this Law. In this case, the application for enterprise registration of the
transferee companies must be enclosed with the Resolution on total division
mentioned in Point a of this Clause.

3. The number of members, shareholders, their holding of
stakes/shares, quantity of shareholders and charter capital of the transferee
companies are corresponding to the method of dividing, transferring
stakes/shares of the transferor company to the transferee companies in the
cases mentioned in Clause 1 of this Article.

4. The transferor company shall cease to exist after the
transferee companies are issued with their Certificates of Business
registration. Transferee companies are jointly responsible for the unpaid
debts, employment contracts, and other liabilities of the transferor company,
or reach agreements with the creditors, customers, and employees to decide on
one of the companies to settle such obligations.

5. The business registration authority shall update the
legal status of the transferor company on the National Business Registration
Database when issuing Certificates of Business registration to transferee
companies. If the transferee company’s headquarter is outside the province in
which the transferor company’s headquarter is situated, the business
registration authority of the province in which the transferee company’s
headquarter is situated shall notify the business registration of the
transferee company to the business registration authority of the province in
which the transferor company’s headquarter is situated in order to update the
legal status of the transferor company on National Enterprise Registration
Database.

Article 193. Partial division

1. A limited liability company or joint-stock company may
be partially divided by transferring part of its existing assets, rights and
obligations (hereinafter referred to as transferor company) to establish one or
some new limited liability companies or joint-stock companies (hereinafter
referred to as transferee companies) without terminating the existence of the
transferor company.

2. Partial division may be carried out using one of the
following methods:

a) Part of stakes/shares of members/shareholders and an
amount of assets proportional to the value of stakes/shares are transferred to
the transferee companies according to their holding in the transferor company
and corresponding to the value of assets transferred to the transferee
companies;

b) All of stakes/shares of one or some members/shareholders
and an amount of assets proportional to the value of their stakes/shares are
transferred to the transferee companies;

c) A combination of both cases in Point a and Point b of
this Clause.

3. The transferor company shall register a change to
charter capital and number of members, which are proportional to the decrease
in stakes/shares and quantity of members, at the same time with business
registration of transferee companies.

4. Procedures for partial division of a limited liability
company or a joint-stock company:

a) The Board of members, the owner, or the General Meeting
of Shareholders of the transferor company shall ratify the Resolution on
partial division in accordance with this Law and the company’s charter. The
Resolution on partial division must contain basic information including the
transferor company’s name, headquarter addresses, names of transferee
companies; employment plan; division method; value of assets, rights and
obligations transferred from the transferor company to the transferee
companies; time limit for division. The Resolution on partial division shall be
sent to all creditors and notified to all employees within 15 days from the ratification
date;

b) Members, the owner, or shareholders of each of the
transferee companies shall ratify its charter, elect or designate Chairpersons
of the Board of members, the company’s President, the Board of Directors,
Director/General Director, and apply for business registration in accordance
with this Law. In this case, the application for enterprise registration must
be enclosed with the Resolution on partial division mentioned in Point a of
this Clause.

5. After business registration, the transferor company and
transferee companies are jointly responsible for the unpaid debts, employment
contracts, and other liabilities of the transferor company, unless otherwise
agreed among the transferor company, transferee companies, the transferor
company’s creditors, customers, and employees.

Article 194. Corporate amalgamation

1. Two or some companies (hereinafter referred to as
consolidating companies) may consolidate into a new company (hereinafter
referred to as consolidated company). After that, consolidating companies shall
cease to exist.

2. Procedures for consolidation:

a) The consolidating companies prepare the consolidation
contract. The consolidation contract must contain the consolidating companies’
names, headquarter addresses; the consolidated company’s name and headquarter
address; procedures and conditions for consolidation; employment plan; time
limit and procedures for transferring assets, stakes, shares, bonds of the
consolidating companies to the consolidated company; time limit for consolidation;
draft charter of the consolidated company;

b) Members, the owner, or shareholders of the consolidating
companies shall ratify the consolidation contract, the consolidated company’s
charter, elect or designate Chairpersons of the Board of members, the company’s
President, the Board of Directors, Director/General Director of the
consolidated company, and apply for business registration in accordance with
this Law.

The consolidation contract shall be sent to all creditors and
notified to all employees within 15 days from the ratification date;

3. If the consolidated company has 30% – 50% of the market
share, legal representatives of consolidating companies shall notify the
competition authority before initiating the consolidation process, unless
otherwise prescribed by the Law on Competition.

Consolidation is prohibited if the consolidated company has
more than 50% of the market share after consolidation, unless otherwise
prescribed by the Law on Competition.

4. Documents and procedures for registration of the
consolidated company shall comply with this Law. Copies of the following
documents shall be enclosed:

a) The consolidation contract;

b) The Resolutions and meeting minutes that ratify the
consolidation contract of the consolidating companies.

5. After business registration, the consolidating companies
shall cease to exist; the consolidated company shall inherit the lawful rights
and interests as well as unpaid debts, employment contract, and other
liabilities of the consolidating companies.

6. The business registration authority shall update the
legal status of the consolidating companies on the National Business
Registration Database when issuing the Certificate of Business registration to
the consolidated company. If the new company’s headquarter is outside the
province in which the divided company’s headquarter is situated, the business
registration authority of the province in which the new company’s headquarter
is situated shall notify the business registration of the new company to the
business registration authority of the province in which the divided company’s
headquarter is situated in order to update the legal status of the divided
company on National Enterprise Registration Database.

Article 195. Acquisition

1. One or some companies (hereinafter referred to as
acquired companies) may be merged into another company (hereinafter referred to
as the acquirer) by transferring all assets, legitimate rights, obligations,
and interests to the acquirer. After that, the acquired companies shall cease to
exist.

2. Procedures for acquisition:

a) Relevant companies shall prepare the acquisition
contract and draft the charter of the acquirer. The acquisition contract must
contain the acquirer’s names, headquarter addresses; the acquired company’s
name and headquarter address; procedures and conditions for acquisition;
employment plan; time limit and procedures for transferring assets, stakes,
shares, bonds of the consolidating companies to the acquirer; time limit for
acquisition;

b) Members, the owners, or shareholders of each of relevant
companies shall ratify the acquisition contract, charter of the acquirer, and
apply for registration of the acquirer as prescribed by this Law. The
acquisition contract shall be sent to all creditors and notified to all employees
within 15 days from the ratification date;

c) After business registration, the acquired companies
shall cease to exist; the acquirer shall inherit the lawful rights and
interests as well as unpaid debts, employment contract, and other liabilities
of the acquired companies.

3. If the acquirer has 30% – 50% of the market share, legal
representatives of the companies shall notify the competition authority before
initiating the acquisition process, unless otherwise prescribed by the Law on
competition.

Acquisition is prohibited if the acquirer has more than 50%
of the market share after acquisition, unless otherwise prescribed by the Law
on Competition.

4. Documents and procedures for registration of the
acquirer shall comply with this Law. Copies of the following documents shall be
enclosed:

a) The acquisition contract;

b) The Resolutions and meeting minutes that ratify the
acquisition contract of the acquirer.

c) The Resolution and meeting minutes that ratify the
acquisition contract of the acquired companies, unless the acquirer is a
member/partner or shareholder that holds more than 65% of charter capital or
voting shares of the acquired company.

5. The business registration authority shall update the
legal status of the acquired companies on the National Business Registration
Database and adjust the Certificate of Business registration of the acquirer.

If the headquarter of an acquired company is outside the
province in which the acquirer’s headquarter is situated, the business
registration authority of the province in which the acquirer’s headquarter is
situated shall notify the business registration authority of the province in
which the acquired company’s headquarter is situated in order to update the
legal status of the acquired company on National Enterprise Registration
Database.

Article 196. Converting a limited liability company into a
joint-stock company

1. When a state-owned company is converted into a
joint-stock company, regulations of law on conversion of state-owned companies
into joint-stock companies shall apply.

2. A limited liability company may be converted into a
joint-stock company in one of the following manners:

a) Conversion into a joint-stock company without raising
capital from other entities, without selling stakes to other entities;

b) Conversion into a joint-stock company by raising capital
from other entities;

c) Conversion into a joint-stock company by selling part of
or all of the stakes to one or some other entities;

d) Combination of the methods in Points a, b, and c of this
Clause.

3. The company shall register the conversion with a
business registration authority within 10 days from the day on which the
conversion is completed. Within 05 working days from the receipt of the
application, the business registration authority shall reissue the Certificate
of Business registration.

4. The converted company obviously inherits all of the
lawful rights and interests, debts including tax debts, employment contracts,
and other obligations of the old company.

5. Within 07 working days from the day on which the
Certificate of Business registration is issued, the business registration
authority shall notify relevant regulatory bodies as prescribed in Clause 1
Article 34 of this Law, and update the company’s legal status on the National Business
Registration Database.

Article 197. Converting a joint-stock company into a
single-member limited liability company

1. A joint-stock company may be converted into a
single-member limited liability company in one of the following manners:

a) A shareholder receives the transfer of all shares and
stakes of all other shareholders;

b) A organization or individual other than a shareholder
receives the transfer of all shares of all of the company’s shareholders;

c) The company has only one shareholder for a period of
time exceeding the time limit prescribed in Article 110 of this Law.

2. The transfer or receipt of capital in the form of shares
or stakes mentioned in Clause 1 of this Article shall comply with market
prices. Prices are determined according to the asset method, discounted cash
flow method, or other methods.

3. Within 15 days from the completion of share transfer
prescribed in Point a and Point b Clause 1 of this Article, if the event
mentioned in Point c Clause 1 of this Article occurs, the company shall send or
submit the application for conversion to the business registration authority
where the enterprise registered. Within 05 working days from the receipt of the
application, the business registration authority shall issue the Certificate of
Business registration.

4. The converted company obviously inherits all of the
lawful rights and interests, debts including tax debts, employment contracts,
and other obligations of the old company.

5. Within 07 working days from the day on which the Certificate
of Business registration is issued, the business registration authority shall
notify relevant regulatory bodies as prescribed in Clause 1 Article 34 of this
Law, and update the company’s legal status on the National Business
Registration Database.

Article 198. Converting a joint-stock company into a
multi-member limited liability company

1. A joint-stock company may be converted into a
multi-member limited liability company in one of the following manners:

a) Conversion into a limited liability company without
raising additional capital or transferring shares to other entities;

b) Conversion into a limited liability company together
with raising capital from other entities;

c) Conversion into a limited liability company together
with transferring part of or all of shares to other organizations and
individuals that contribute capital;

d) Combination of the methods in Points a, b, and c of this
Clause.

2. The company shall register the conversion with a
business registration authority within 10 days from the day on which the
conversion is completed. Within 05 working days from the receipt of the
application, the business registration authority shall issue the Certificate of
Business registration.

3. The converted company obviously inherits all of the lawful
rights and interests, debts including tax debts, employment contracts, and
other obligations of the old company.

4. Within 07 working days from the day on which the
Certificate of Business registration is issued, the business registration
authority shall notify relevant regulatory bodies as prescribed in Clause 1
Article 34 of this Law, and update the company’s legal status on the National
Business Registration Database.

Article 199. Converting a private company into a limited
liability company

1. A private company may be converted into a limited
liability company under a decision of the private company’s owner if all of the
following conditions are satisfied:

a) All conditions in Clause 1 Article 28 of this Law are
satisfied;

b) The private company’s owner is the owner (if the private
company is converted into single-member limited liability company under the
ownership of an individual) or member (if the private company is converted into
a multi-member limited liability company) of the limited liability company;

c) The private company’s owner makes a written commitment
to take personal responsibility for all unpaid debts of the private company
with all of his/her property and to settle the debts when they are due;

d) The private company’s owner has a written agreement with
parties of unfinished contracts that the new limited liability company will
take over such contracts;

dd) The private company’s owner makes a written commitment
or agreement with other capital contributors to employ the existing employees
of the private company.

2. Within 05 working days from the receipt of the
application, the business registration authority shall consider issuing the
Certificate of Business registration if all of the conditions in Clause 1 of
this Article are satisfied.

3. Within 07 working days from the day on which the
Certificate of Business registration is issued as prescribed in Clause 2 of
this Article, the business registration authority shall notify relevant
regulatory bodies as prescribed in Clause 1 Article 34 of this Law, and update
the company’s legal status on the National Business Registration Database.

Article 200. Enterprise suspension

1. A enterprise may suspend its business as long as a
written notification of the time and duration of suspension and time of
resumption is sent to the business registration authority at least 15 days
before the date of suspension or resumption. This regulation still applies in
case the enterprise resumes its business before the notified date.

2. The business registration authority or competent
authority shall request an enterprise to suspends the business lines subject to
conditions if such conditions are not satisfied by the enterprise.

3. During the suspension period, the enterprise shall pay
outstanding tax, keep paying its debts, executing contracts with customers and
employers, unless otherwise agreed among the enterprise, its creditors,
customers, and employees.

Article 201. Cases of and conditions for dissolution

1. A enterprise shall be dissolved in the following cases:

a) The operation period written in the company’s charter
expires without a decision on extension;

b) The dissolution is decided by the owner of the private
company, by all general partners of the partnership, by the Board of members or
owner of the limited liability company, or insurance the General Meeting of
Shareholders of the joint-stock company;

c) The company fails to maintain the minimum number of
members prescribed by this Law for 06 consecutive years without following
procedures for business conversion;

d) The Certificate of Business registration is revoked.

2. The enterprise shall only be dissolved if all debts and
liabilities can be settled and the enterprise is involved in any dispute at a
court or arbitral tribunal. Relevant managers and enterprises mentioned in
Point d Clause 1 of this Article are jointly responsible for the enterprise’s
debts.

Article 202. Procedures for enterprise dissolution

The dissolution in the cases mentioned in Points a, b, and
c Clause 1 Article 201 of this Law shall be carried out as follows:

1. Ratify the decision on dissolution. The decision on
dissolution must contain:

a) The enterprise’s name and headquarter address;

b) Reasons for dissolution;

c) Procedures for finalizing contracts and settling debts
of the enterprise; the deadline for settling debts and finalizing contracts
must not exceed 06 months from the day on which the decision on dissolution is
ratified;

b) Plans for settlement of obligations derived from
employment contracts;

dd) Full name and signature of the enterprise’s legal
representative.

2. Private company’s owner, the Board of members, owner, or
the Board of Directors shall directly organize the enterprise’s asset
liquidation, unless a separate liquidation organization must be established
according to the company’s charter.

3. Within 07 working days from the approval date, the
decision on dissolution meeting minutes must be sent to the business
registration authority, tax authority, and employees of the enterprise; the
decision on dissolution shall be posted on National Business Registration
Portal, the enterprise’s headquarter, branches, and representative offices.

If there are unsettled financial obligations, the decision
on dissolution shall be enclosed with the debt settlement plan and sent to the
creditors, people with relevant rights, obligations, and interests. The plan
must contain the creditors’ names and addresses; the amount of debts, deadline,
location, and method of payment; method and deadline for settlement of
creditors’ complaints.

4. The business registration authority shall post a
notification of the status of every enterprise undergoing dissolution process
on the National Business Registration Portal right after receiving the decision
on dissolution from the enterprise. The notification must be posted together
with the decision on dissolution and debt settlement plan (if any).

5. The enterprise’s debts shall be paid in the following
order:

a) Unpaid salaries, severance pay, social insurance as
prescribed by law, other benefits of employees according to collective
bargaining agreement and signed employment contracts;

b) Tax debts;

c) Other debts.

6. After all debts and dissolution costs are paid, the
remaining value shall be received by the private company’s owner, members,
shareholders, or owner of the company according to their holding of stakes or
shares in the company.

7. The legal representative of the enterprise shall send
the petition for dissolution to the business registration authority within 05
working days from the day on which all of the enterprise’s debts are settled.

8. The business registration authority shall update the
enterprise’s legal status of National Enterprise Registration Database if no
opinions or objections from relevant parties are received after 180 days from
the day on which the decision on dissolution is receipt as prescribed in Clause
3 of this Article or within 05 working days from the receipt of the petition
for dissolution.

9. Government shall elaborate the procedures for business
dissolution.

Article 203. Enterprise dissolution upon revocation of
Certificate of Business registration or under a Court’s decision

The enterprise dissolution mentioned in Point d Clause 1
Article 201 of this Law shall be carried out following the procedures below:

1. The business registration authority shall post a
notification of the status of the enterprise undergoing dissolution process on
the National Business Registration Portal concurrently with issuing a decision
to revoke the Certificate of Business registration or as soon as receiving an
effective decision on dissolution issued by a Court. The notification shall be
posted together with the Court’s decision to revoke the Certificate of Business
registration;

2. Within 10 days from the receipt of the decision to revoke
the Certificate of Business registration or from the effective date of the
Court’s decision, the enterprise shall convene a meeting to decide the
dissolution. The decision on dissolution and copy of the decision to revoke the
Certificate of Business registration or the effective Court’s decision shall be
sent to the business registration authority, tax authority, and employees of
the enterprise, and be posted at the enterprise’s headquarter and branches. If
required by law, the decision shall be posted on at least 03 consecutive issues
of a conventional newspaper or online newspapers.

If there are unsettled financial obligations, the decision
on dissolution shall be enclosed with the debt settlement plan and sent to the
creditors, people with relevant rights, obligations, and interests. The plan
must contain the creditors’ names and addresses; the amount of debts, deadline,
location, and method of payment; method and deadline for settlement of
creditors’ complaints.

3. The enterprise’s debts shall be paid in accordance with
Clause 5 Article 202 of this Law.

4. The legal representative of the enterprise shall send
the petition for dissolution to the business registration authority within 05
working days from the day on which all of the enterprise’s debts are settled.

5. The business registration authority shall update the
enterprise’s legal status of National Enterprise Registration Database if no
opinions or objections from relevant parties are received after 180 days from
the notification date prescribed in Clause 1 of this Article or within 05
working days from the receipt of the petition for dissolution.

6. The company manager is personally responsible for the
damage cause by failure to comply with or to completely comply with regulations
of this Article.

Article 204. Petition for enterprise dissolution

1. The petition for dissolution include the following
documents:

a) A notification of the enterprise dissolution;

b) A report on liquidation of the enterprise’s assets; a
list of creditors and paid debts, including tax debts, outstanding social
insurance contributions, and debts owed to employees after deciding the
dissolution (if any);

c) The seal and seal certificate (if any);

d) The Certificate of Business registration.

2. Members of the Board of Directors of the joint-stock
company, members of the Board of members of the limited liability company, the
company’s owner, the private company’s owner, the Director/General Director,
general partners, legal representative of the enterprise shall be responsible for
the truthfulness and accuracy of the petition.

3. If the petition are not accurate or fraudulent, the
persons mentioned in Clause 2 of this Article are jointly responsible for
paying the unpaid debts, taxes, and unsettled employees’ benefits, and take personal
responsibility for any consequence that ensue within 05 years from the day on
which petition for dissolution is submitted to the business registration
authority.

Article 205. Banned activities as from issuance of decision
on dissolution

1. From the issuance of the decision on dissolution, the
enterprise and its manager are prohibited to:

a) Hide, illegally liquidate assets;

b) Renounce or reduce the right to claim debts;

c) Convert unsecured debts into debts secured on the
enterprise’s assets;

d) Sign new contracts, except for those serving the
enterprise’s dissolution;

dd) Mortgage, pledge, give, lease out assets;

e) Terminate effective contracts;

g) Raise capital in any shape or form.

2. Depending on the nature and seriousness violations, the
individual that commits the violations in Clause 1 of this Article shall face
administrative violations or criminal prosecution, and pay compensation for any
damage caused.

Article 206. Shut down of branches and representative
offices

1. A branch or representative office of an enterprise shall
be terminated under a decision of the enterprise or a decision to revoke the
Certificate of registration of branch or representative office issued by a
competent authority

2. Documents for Shut down of a branch or representative
office includes:

a) The decision of the enterprise to shut down the branch
or representative office, or the decision to revoke the Certificate of
registration of branch or representative office issued by a competent
authority;

b) The list of creditors and outstanding debts, including
tax debts, of the branch and outstanding social insurance contributions;

c) The list of employees and their corresponding benefits;

d) The Certificate of registration of the branch or
representative office;

dd) The seal of the branch or representative office (if
any).

3. The enterprise’s legal representative and the head of
the shut down branch or representative office are jointly responsible for the
truthfulness and accuracy of the said documents.

4. The enterprise whose branch is shut down is responsible
for execution of contracts, payment of debts, including tax debts, of the
branch, keep employing the branch’s employees or provide them with adequate
benefits.

5. Within 05 working days from the receipt of sufficient
documents prescribed in Clause 2 of this Article, the business registration
authority shall update the legal status of the branch or representative office
on National Enterprise Registration Database.

Article 207. Bankruptcy

Regulations of law on bankruptcy shall apply to bankruptcy
of enterprises.

Chapter X

IMPLEMENTATION

Article 208. Responsibilities of regulatory bodies

1. The Government shall unify state management of
enterprises.

2. Ministers and ministerial agencies are responsible to
the government for fulfillment of their duties with regard to state management
of enterprises.

3. Ministers and ministerial agencies, within the scope of
their competence, shall direct professional organizations to periodically send
the following information to the business registration authorities where the
enterprises’ headquarters are situated:

a) Information about Business licenses, Certificates of
eligibility for business operation, practicing certificates, certifications or
written approval for business conditions issued to enterprises, decisions on
penalties for administrative violations committed by enterprises;

b) Information about the operation and tax payment of
enterprises derived from enterprises’ tax reports;

c) Information about enterprises’ operation serving improvement
of state management effect.

4.
The People’s Committees of provinces shall manage local enterprises.

5.
The People’s Committees of provinces, within the scope of their competence,
shall direct affiliated professional organizations and the People’s Committees
of districts to periodically send the information prescribed in Clause 2 of
this Article to the business registration authorities where the enterprises’
headquarters are situated.

6. The Government shall elaborate this Article.

Article 209. Business registration authorities

1. Every business registration authority has the following
duties and entitlements:

a) Process business registration applications and issue
Certificates of Business registration as prescribed by law;

b) Cooperate in developing and managing the National
Business Registration Information System; provide information for regulatory
bodies, organizations and individuals at their request as prescribed by law;

c) Request enterprises to report their conformity to this
Law where necessary; urge enterprises to report.

d) Carry out inspections or request competent authorities
to carry out inspections according to contents of applications for enterprise
registration;

dd) Take responsibility for the validity of applications
for enterprise registration; Take no responsibility for violations committed by
enterprises before and after business registration;

e) Deal with violations against regulations on business
registration prescribed by law; revoke Certificates of Business registration
and request enterprise to follow procedures for dissolution in accordance with
this Law;

g) Perform other rights and obligations prescribed by this
Law and relevant laws.

2. The Government shall provide for organization structure
of business registration authorities.

Article 210. Actions against violations

1. Any organization or individual that commit violations
against this Law, depending on the nature and seriousness of the violations,
shall face disciplinary actions, administrative penalties, and pay compensation
for any damage caused; individuals might also face criminal prosecution as
prescribed by law.

2. The Government shall elaborate penalties for
administrative violations against this Law.

Article 211. Revocation of Certificate of Business
registration

1. A enterprise shall have its Certificate of Business
registration revoked in the following cases:

a) The information provided in the application for
enterprise registration is false;

b) The enterprise is established by persons banned from
enterprise establishment as prescribed in Clause 2 Article 18 of this Law;

c) The enterprise’s business operation is suspended for 01
year without notifying the business registration authority and tax authority;

d) The enterprise fails to submit reports as prescribed in
Point c Clause 1 Article 209 of this Law to the business registration authority
within 06 months from the deadline or from the receipt of a written request;

dd) Other cases decided by the Court.

2. The Government shall elaborate procedures for revocation
of the Certificate of Business registration.

Article 212. Effect

1. This Law takes effect from July 01, 2015. The Law on
Enterprises No. 60/2005/QH11 dated November 29, 2005 and the Law No.
37/2013/QH13 dated June 20, 2013 on Amendments to Article 170 of the Law on
Enterprise are null and void from the effective date of this Law, except for
the following cases:

a) With regard to limited liability companies established
before this Law takes effect, the company’s charter shall apply to deadlines
for capital contribution;

b) Enterprises of which charter capital is held by the
State shall be restructured to ensure conformity with Clause 2 and Clause 3
Article 189 of this Law before July 01, 2017;

c) Clause 2 Article 189 shall not apply to companies whose
shares or stakes are held by the State before July 01, 2015, provided the ratio
of cross ownership is not increased.

2. Every business household that hires 10 regular employees
or more must apply for business registration in accordance with this Law.
Small-scale business households shall apply for business registration and
operate in accordance with regulations of the Government.

3. Pursuant to this Law, the Government shall elaborate the
organizational structure and operation of state-owned companies directly
serving national defense and security or combining business operation with
national defense and security.

Article 213. Specific regulations

The Government shall elaborate the Articles and Clauses as
mentioned above.

This Law is passed by the 13th National Assembly
of Socialist Republic of Vietnam during the 8th session on November
26, 2014.

PRESIDENT OF NATIONAL ASSEMBLY

Nguyen Sinh Hung

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