Responsibilities of the company’s managers

Article 160. Responsibilities of the company’s managers

accounting-services-in-vietnam21. 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;

accounting-services-in-vietnam1c) 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.