Withdrawal of payment for repurchased shares or dividends

Article 133. Withdrawal of payment for repurchased shares or dividends

Transfer-pricing-services2If repurchased shares are paid against regulations in Clause 1 Article 131 of this Law or dividends are paid against regulations in Article 132 of this Law, the shareholders shall return the company the money or assets received;

in case a shareholder is not able to return them, all members of the Board of Directors shall be jointly responsible for the debts and liabilities up to the value of money or assets that are not returned by shareholders.

Article 134. Organizational structure of a joint-stock company

1. Every joint-stock company is entitled to decide whether to organize and operate according to one of the two models below, unless otherwise prescribed by regulations of law on securities:

a) The General Meeting of Shareholders, the Board of Directors, the Control Board, and the Director/General Director. If the joint-stock company has fewer than 11 shareholders and the shareholders being organizations hold less than 50% of total shares of the company, the Control Board is not necessary;

b)The General Meeting of Shareholders, the Board of Directors, and the Director/General Director. In this case, at least 20% of members of the Board of Directors must be independent members and there must be an internal Control Board affiliated to the Board of Directors. Independent members shall play the roles supervisors and control the company’s administration.

2. If there is only one legal representative, the Chairperson of the Board of Directors or the Director/General Director shall be the legal representative; unless otherwise prescribed by the company’s charter,

the Chairperson of the Board of Directors shall be the legal representative of the company. If there are more than one legal representatives, the Chairperson of the Board of Directors and the Director/General Director shall naturally be the legal representatives of the company.

Article 135. General Meeting of Shareholders

1. The General Meeting of Shareholders consists of all shareholders having voting right and is the supreme regulatory body of a joint-stock company.

2. The General Meeting of Shareholders has the following rights and obligations:

a) Ratify the company’s development orientation;

Transfer-pricing-services1b) Decide the types of shares and amount of each type of authorized shares; decide annual dividend payment of each type of shares;

c) Elect, dismiss, discharge from duty members of the Board of Directors and Controllers;

d) Decide investment or sale of 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, unless a smaller rate is prescribed by the company’s charter;

dd) Decide amendments to the company’s charter;

e) Ratify annual financial statements;

g) Decide repurchase of more than 10% of total sold shares of each type;

h) Consider taking actions against violations committed by the Board of Directors and the Control Board that cause damage to the company and its shareholders;

i) Decide the company’s restructuring and dissolution;

k) Perform other rights and obligations prescribed by this Law and the company’s charter.