Contracts and transactions subject to approval by the General Meeting

Article 162. Contracts and transactions subject to approval by the General Meeting of Shareholders or the Board of Directors

accounting-services-in-vietnam21. 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.

accounting-services-in-vietnam1In 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.