Minutes of General Meeting of Shareholders

Article 146. Minutes of General Meeting of Shareholders

accounting-services-in-vietnam21. 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.

accounting-services-in-vietnam1The 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.