Rights of ordinary shareholders

Article 114. Rights of ordinary shareholders

accounting-services-in-vietnam21. 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.

accounting-services-in-vietnam14. 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.