Conditions for a Resolution to be ratified

Article 144. Conditions for a Resolution to be ratified

accounting-services-in-vietnam21. 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;

accounting-services-in-vietnam14. 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.