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VIETNAM DAIRY PRODUCTS JOINT STOCK COMPANY

VINAMILK

DOCUMENT

ANNUAL GENERAL MEETING OF

SHAREHOLDERS

2015

CONTENT

BOARD REPORT ON THE COMPANY’S PERFORMANCE IN 2014 ............................................. 3

REPORT ON ACTIVITIES OF THE BOARD OF MANAGEMENT IN 2014 ...................................... 7 REPORT ON CEO AND EXECUTIVE BOARD SUPERVISION OF THE BOARD OF

MANAGEMENT .............................................................................................................................. 9 REPORT OF THE INSPECTION COMMITTEE .............................................................................. 11

VOTE ............................................................................................................................................. 13

Issue 1. Audited financial statements, Board report, IC report on 2014 performance ....................... 15

Issue 2. Dividends and 2014 profit distribution ........................................................................... 16

Issue 3. Business plan for 2015 ................................................................................................ 17

Issue 4. Issuing & Listing Bonus Shares to Existing Shareholders .............................................. 19

Issue 5. Selection of Independent Auditor for 2015 ..................................................................... 20

Issue 6. Remuneration for the Board and IC for 2015 ................................................................. 20

Issue 7. Chairwoman concurrently acting CEO .......................................................................... 20

Issue 8. Charter amendment .................................................................................................... 20

BOARD REPORT ON THE COMPANY’S

PERFORMANCE IN 2014

Year 2014 continued another year of turbulence for the global economy. The US was back

on her feet whereas the Europe was deep in difficulties due to political uncertainties. China

was slowing down while Japan saw a sluggish recovery. Disputes and conflicts broke out in

different parts of the world.

While being sucked in such the international pressures, Vietnam was still confronting the

unsolved affairs passing on from the previous year such as burden of bad debts, feeble

domestic consumption, weak credit absorption capacity, etc. However, macro-economic

stability, contained inflation, in-recovery growth in the late months of the year are bright

spots for this year’s economic landscape.

According to the General Statistics Office of Vietnam (“GSO”), GDP of 2014 increased by

5.98% on 2013. For the whole year of 2014, the retail and service section amounted to 2,945

trillion dong, up 10.6% on 2013 and up 6.3% of price-free.

Regarding the FMCG, the purchasing capacity remained weak. Given the recovery in the

late months of the year, it was unclear that it would last in a long-term course. According to

Kantar Worldpanel, in four big cities, the dairy sector grew in value as much of 4% on 2013

as other FMCGs did; in the rural, it was, much higher, 13%.

In such the situation, Vinamilk was striving to achieve its assigned earnings target. Profit

before tax (“PBT”) was 7,613 billion dong, profit after tax (“PAT”) of 6,068 billion dong, or

101% of the plan. Total revenues reached 98.4% of the plan, in spite of an increase of 13%

on 2013.

In billion dong Actual

2014

Plan

2014

Actual

2013

% of the

plan Vs. 2013

Total revenues 35,704 36,298 31,586 98.4% 13.0%

PBT 7,613 7,531 8,010 101.1% -5.0%

PAT 6,068 5,993 6,534 101.3% -7.1%

The main factors affecting Vinamilk’s performance in 2014 are as follows:

� Low purchasing capacity due to the economic distress.

� Intensifying severity in competition: Weak demand along with aggressive competition

urged the dairy companies to expend more in advertisements, promotions, etc. to boost

revenues. Therefore, the Company’s selling expenses grew strong over 2013. By doing

so, the Company not only stabilized its market share but gained more in liquid and

powdered milk also.

� Lower export revenues due to the Middle East’s uncertainties.

� Dramatic changes in material milk prices: mounting between 2013 and 2014 and only

cooling down in the late months of 2014.

� Ceiling-price imposition to products for under-six-year-old children since June 2014

that caused detrimental effects to revenues and profit. Different ceiling prices imposed

to the domestic and the exported affected consumer buying behavior in a certain extent

also.

Despite of such the unfavorable circumstances, Vinamilk still strived to keep up its market-

leading position. Here are the achievements in 2014:

� New products:

In 2014, Vinamilk launched 29 new products in 4 categories, which are:

� Powdered milk and nutrition powder: Dielac Alpha Gold (5), Danalac 1 XK, Danalac 2

XK, Dielac Grow 1+, Dielac Grow 3+, chicken-oat Ridielac

� Liquid milk: Less-sweetened with immunity support, drinking yoghurt Ozela (3),

Alpha Gold 3+ in boxed liquid.

� Chilling: immunity-supporting yoghurt, fresh cheese, pate cheese, stick ice cream (6)

� Juice: Corn-flavored soya milk, milky juice for export (2)

� Milk supply:

Developing material milk zone lies in the long-term and stable growth strategy of the

Company. In 2014, the Company called two farms, one in Ha Tinh and the other in Thanh

Hoa, into play, totaling 7 farms of 11,000 cows.

In addition, Vinamilk continued to extend its cooperation with farmers. By the end of 2014,

the total number of dairy cows owned by the farmers was 77,000 heads.

In 2014, Vinamilk collected in total 184 thousand tons of milk, up 17.5% on 2013, 29,500

tons of which were its own supply, up 23%, the other 154,500 tons were from farmers, up

16% on 2013.

Specially, in 2014, Nghe An farm was the first in Asean and the third in Asia certified of

Global G.A.P. Up to present, 5 of Vinamilk’s farms such as Tuyen Quang, Nghe An, Lam

dong, Thanh Hoa 1, Binh Dinh have met Global G.A.P requirements. In the meanwhile,

Nghe An farm received “Vietnam’ most excellent farm” award by Farming Department –

The Ministry of Rural Development and Agriculture.

� Succession Plan:

� The Succession Plan has been rolled out in order to develop a stable source of senior-

level successors for the future.

� The program of Management Trainees has started off since the late 2014 in the aim of

seeking a team of management-skilled, potential and young employees for the

Company.

� Quality management and ERP systems:

� 5 of Vinamilk’s factories have been certified of FSSC 22000, which will be applied to

the remains in 2015.

� Completed the assessment for and was certified of ISO 27001 for Information Security

Management System.

� Completed ERP Oracle upgrade throughout Vinamilk.

� Community Activities:

� “Stand tall, Vietnam” foundation: By the end of 2014, the total amount of milk brought

to more 310 thousand needy children in Vietnam has reached nearly 23.5 million

glasses, equivalent to 84 billion dong. In particular 2014, the Foundation gave away 8.5

billion dong, equivalent to nearly 2 million glasses of milk.

� “One million trees for Vietnam” foundation: This is a collaboration between Vietnam

environment administration and Vinamilk. In 2012 and 2013, the Foundation

organized planting activities in 10 cities across the country with a variety of nearly

100,000 trees planted. In 2014, Vinamilk contributed 1.5 billion dong to the Foundation

and planted 40,000 trees in Independence Hill – Dien Bien on July 31st 2014.

� Awards and accolades:

In 2014, Vinamilk received plenty of domestic and international awards and accolades,

which are viewed as the recognition of Vinamilk’s efforts, such as:

� 2014 Global Food Industry Award by IUFoST was given to Vinamilk’s products,

which overcame more than 100 nominated products from 70 countries. Among the

nominees, only Vinamilk as a dairy company won the award.

� Top 50 best Vietnamese listed companies award by Forbes Magazine.

� 2014 Top 100 Asean publicly-traded companies award by Standard & Poor’s Ratings

Services.

� 2014 Top 100 most excellent Asean companies by Nikkei Asian Review.

� Asian Excellence Award 2014 by Corporate Governance Asia Magazine.

Coming in 2015, Vietnam’s economy is showing a positive-but-slow recovery. In the macro-

economy view, inflation is under control, fiscal and monetary policies remain stable. For the

Company, all the resources have been well-developed. Thus, the Board believes that

Vinamilk, at greatest efforts, will achieve targets for 2015 and move on to strategic objectives

in the coming periods.

REPORT ON ACTIVITIES OF THE BOARD OF

MANAGEMENT IN 2014

(Please refer to the annual report 2014)

REPORT ON CEO AND EXECUTIVE BOARD

SUPERVISION OF THE BOARD OF

MANAGEMENT


REPORT OF THE INSPECTION COMMITTEE


Issue 1. Audited financial statements, Board report, IC report on 2014 performance

The Board proposes the AGM to approve 2014 financial statements audited by KPMG Vietnam

Auditing Limited Company (printed in Annual report) and of the reports of the Board and the IC on

Company performance.

The financial results are as follows (in Dong):

Total revenues 35,703,776,176,355

Net revenues 34,976,928,333,176

Profits before tax 7,613,368,860,918

Profits after tax 6,068,202,966,308

Allocated to:

Minor shareholders (604,730,533)

Company owners 6,068,807,696,841

Earnings per share (dong/share) 6,068

Short-term assets 15,522,309,519,016

Long-term assets 10,247,828,541,941

Total assets 25,770,138,060,957

Liabilities 5,969,901,577,449

Owner’s equity 19,680,282,615,855

Minority interests 119,953,867,653

Total resources 25,770,138,060,957

Issue 2. Dividends and 2014 profit distribution

The AGM 2014 approved a cash-dividend amount of at least 50% of profit after tax for 2014.

The Board approved the first interim dividend for 2014 as follows:

� Dividend rate: 2,000 dong/share,

� Record date: August 15th 2014, payment date: Sept 05

th 2014

Based on the business result of 2014, the Board proposes the AGM to approve the remaining dividend

for 2014 as follows:

� Dividend rate: 2,000 dong/share

� Record date: June 16, 2015

� Payment date: June 26, 2015

As such, the profit distribution of 2014 is proposed to the AGM for approval as follows:

(Dong)

Profits after tax for 2014 – allocated to the parent

Company 6,068,807,696,841

Profit distribution for 2014:

Investment and development fund (1)

599,790,800,992

Financial reserve (2)

137,733,786,340

Bonus and welfare fund 599,790,800,993

Dividends

+ First dividend 2014 (2,000 dong/share, completed) 1,666,874,642,000

+ Second dividend 2014 (2,000 dong/share, to be

executed, estimate) (3)

2,001,282,798,000

Estimate retained profit(4)

1,063,341,258,175

Notes: (1)

10% profit after tax of the parent Company (2)

Up to 10% of the share capital (3)

= 2,000 dong/share x total shares issued (1,000,641,399 shares). The actual payment will probably be lower

in response to the number of outstanding shares at the record date since treasury shares are deprived of

dividends. (4)

Varied in response to the actual second dividend payment of 2014, based on the number of outstanding

shares.

Issue 3. Business plan for 2015

a. Revenues – profit plan:

Revenues-profit plan for 2015 is as follows:

(In billion dong) Actual 2015 Plan 2015 Vs. 2014

% Difference

Total revenues 35,704 39,077 9.4% 3,373

Profit before tax 7,613 8,229 8.1% 616

Profit after tax 6,068 6,830 12.6% 762

Note: Consolidated

Revenues-profit proposition for the period of 2012-2016 was approved by the AGM:

In billion dong 2011 2012 2013 2014 2015 2016 CAGR

Total revenues 22,071 26,480 31,780 38,130 45,760 54,900 20%

Profit before tax 4,979 5,625 6,355 7,180 8,115 9,170 13%

Profit after tax 4,218 4,690 5,230 5,720 6,180 6,870 10%

Business plan 2015 has been revised in comparison with the propositional one as follows:

In billion dong Business plan 2015

revised

Propositional

business plan2015 Variation

Total revenues 39,077 45,760 (6,683)

Profit before tax 8,229 8,115 114

Profit after tax 6,830 6,180 650

b. Investment plan

The Board proposes the AGM to approve the disbursement plan for 2015 and the adjustments to

total investment capital to 2016 as follows:

In million dong

Total investment

capital for the

period of 2012-2016

approved by the

AGM 2014

Increase/

decrease

in 2014

Addition

for 2015

Total investment

capital adjusted for

the period of 2012-

2016

Vinamilk 8,389,344 (747,358) 258,432 7,900,418

Vietnam Dairy Cows Ltd. Co. 1,280,580 107,165 387,625 1,775,371

LamSơnMilk 789,611 55,961 12,588 858,160

Driftwood 150,500 0 0 150,500

Miraka 32,986 0 0 32,986

Cambodia JV 222,471 0 0 222,471

Thong Nhat Thanh Hoa Ltd. Co. 1,600,000 0 0 1,600,000

Lam Dong farm II project 340,502 0 0 340,502

Others 190,234 115,821

Total 12,996,229 (584,232) 658,645 12,996,229

In addition, the Board also proposes the AGM to approve a budget of 4,000 billion dong for activities

of investment corporation, which can be in different forms.

c. Profit distribution plan for 2015

Based on the Circular 200/2014/TT-BTC dated December 22, 2014 issued by the Ministry of

Finance providing Guidance on Vietnamese corporate accounting system, the Company shall

discontinue financial reserves from 2015.

That is, the Board proposes the AGM to approve the following funds for 2015 as follows:

Investment and development fund 10% of PAT

Bonus and welfare fund 10% of PAT

Cash dividends Minimum: 50% of PAT

Schedule of dividend payments:

- First interim dividend for 2015: September 2015

Expected first interim dividend for 2015: 2,000 dong/share on total number of

1,000,641,399 shares

- Second dividend for 2015: May 2016

At the same time, the Board also proposes the AGM to approve the current balance of financial

reserves fund to be transfered to Investment and Development Fund.

Issue 4. Issuing & Listing Bonus Shares to Existing Shareholders

The Board proposes the AGM to approve issuing to and listing bonus shares for its existing

shareholders with details as follows:

- Ratio of issue bonus share is 1:5, which means 01 new ordinary share for every 05 existing

ordinary shares held based on the registry of shareholders on record date.

- Volume of bonus shares: no more than 200,128,280 shares.

- Fractional treatment is to round down to the unit. Fractional shares (if any) will be cancelled.

- Capital source for the issuance: from retained earnings and Investment & Development fund

- Bonus shares: transferable

- Right to bonus share: non-transferable

- Bonus shares will be listed on Ho Chi Minh Stock Exchange (HOSE)

- Authorizing the BoM to make decision on the record date to issue bonus share and on the

issue plan, and to necessary procedures to issue and list the bonus shares on HOSE after

receiving appropriate approvals from the State Securities Committee and HOSE.

- Record date is expected to be in quarter 3 in 2015.

- Increasing the charter capital of the Company equally to the total par value of the issued

bonus shares in accordance with the reports on the issue results submitted to the State

Securities Committee upon the completion of the issue.

- Authorizing the Chairwoman of the BoM to implement the registration of the increased

charter capital in the Certificate of Business Registration with the Department of Planning

and Investment of Ho Chi Minh City after issuing bonus shares and no later than 31

December 2016.

Issue 5. Selection of Independent Auditor for 2015

The IC proposes the AGM to approve the engagement of KPMG (Vietnam) Limited Company as

Vinamilk’s independent auditor for 2015.

Issue 6. Remuneration for the Board and IC for 2015

The Board proposes the AGM to approve that the remuneration for the Board and IC for 2015 are

kept unchanged as 2013 and 2014. It is specified as follows:

1. Remuneration for the Board for 2015 is 4,880 million dong

2. Remuneration for the IC for 2015 is 2,016 million dong.

Issue 7. Chairwoman concurrently acting CEO

Pursuant to the Charter, BOM Chairman concurrently acting CEO must be on a yearly basis

approved by shareholders at the AGM.

Therefore, the Board unanimously proposes the AGM to approve Chairman concurrently acting

CEO.

Issue 8. Charter amendment

- No. 1 to 2

- No. 3 to 23

- No. 24

I

No. Issues

Quotation of the prevailing Law on

Enterprise or LOE 2005 (expiry on

01/07/2015)

Quotation of the Law on Enterprise 2014 or LOE

2014 (enter into force on 01/07/2015)The Charter

Major amendments in the Law on

Enterprises 2014Recommendations Reasons

None None "Article 3. Business philosophy and objective of the

Company

1. Lines of business of the Company shall be: To

manufacture and trade in cakes, soya milk, beverages,

canned milk, powdered milk, nutrition powder and other

dairy products; …"

Amending the heading of Article 3 và contents

of Article 3.1, particularly as follows:

"Article 3. Business lines, business

philosophy and objective of the Company

1. Business lines of the Company shall be:

manufacturing of cakes; wholesaling and

retailing of foods (details: wholesaling and

retailing of cakes, soya milk, beverages, canned

milk, powder milk, nutrition powder and other

(1) Change the term "trade" (trade of cakes,

milk…) into "wholesale and retail" to ensure

consistency with the term used under

Decision No. 10/2007/QĐ-TTg of the Prime

Minister issuing the system of economic

branches of Vietnam.

(2) Updating all information on business

lines recorded in the current Enterprise "Article 9. Obligations of enterprises:

1. To conduct business activities within

business lines recorded in the business

registration certificates; ensure business

conditions as required by law when

conducting conditional business lines.;"

Article 8. Obligations of enterprises: The Law on

Enterprises 2014 removes the obligation of

conducting business activities within the business

lines recorded in the enterprise registration certificate

"Article 4. Scope of business and operations of the

Company

1. The Company shall be permitted to plan and carry out

all business activities in accordance with the provisions of

the Charter and the Enterprise Registration

Certificate and in compliance with the Law and shall

be permitted to take appropriate measures to achieve the

objectives of the Company."

(1) The enterprise registration certificate

no longer records the business lines of

enterprises.

(2) Enterprises are entitled to freely

conduct business activities within the

lines which are not prohibited by laws

(Article 7.1, the Law on Enterprises

2014) and business activities which are

subject to conditions if satisfying all

business conditions as prescribed by laws

(Article 8.1 the Law on Enterprises

2014).

"Article 4. Scope of business and operations

of the Company

1. The Company shall be permitted to plan and

carry out all business activities in accordance

with the provisions of the Charter and the

provisions of the Law and shall be permitted

to take appropriate measures to achieve the

objectives of the Company."

(1) Updating following the change of the

Law on Enterprises 2014.

(2) Gain initiatives in freely deciding scopes

and business lines of the Company

2 Charter Capital None None "Article 5. Charter Capital, Shares and Founding

Shareholders

1. The Company’s Charter Capital shall be

VND8,339,557,960,000 (in words: Eight thousand

three hundred thirty nine billion five hundred fifty

seven million nine hundred sixty thousand Vietnamese

dong)".

N/A Amending Article 5.1 following the change in

the Charter Capital as recorded in the ERC.

"1. The Company’s Charter Capital shall be

VND10,006,413,990.000 (in words: Ten

thousand six billion four hundred thirteen

million nine hundred ninety thousand

Vietnamese dong)".

Updating the change in the Charter Capital

as recorded in the Enterprise Registration

Certificate of the Company

II

No. Issues



01/07/2015)





3

Share certificates As stipulated in Article 85.1; Articles 81, 82

and 83

As stipulated in Article 120.1; Articles 116, 117 and

118

"Article 6. Share Certificates and Other Securities

Certificates

1. Ordinary share certificates of the Company must have

the primary contents as stipulated in Article 85.1 of the

Law on Enterprises.

Preference share certificates (if any) of the Company

require other contents as stipulated in Articles 81, 82 and

83 of the Law on Enterprises".

Change in the order number of articles in

the Law on Enterprises 2014

Amending Article 6.1:

"1. Ordinary share certificates of the Company

must have the primary contents as stipulated in

Article 120.1 of the Law on Enterprises.

Preference share certificates (if any) of the

Company require other contents as stipulated in

Articles 116, 117 and 118 of the Law on

Enterprises".

Updating the order number of Articles in the

Charter in consistency with the Law on

Enterprises 2014.

**CONTENTS OF THE CHARTER PROPOSED TO BE CHANGED IN ACCORDANCE WITH PRACTICE

*Note: Section I shall be effective on the date when the GMS approve

*CONTENTS OF THE CHARTER PROPOSED TO BE CHANGED IN ACCORDANCE WITH PRACTICE

THE CONTENTS OF AMENDMENTS IN THE CHARTER 2015

Content

Business lines1

I- Contents of the Charter proposed to be changed in accordance with practice

II- Contents of the Charter proposed to be changed in accordance with Law on enterprise 2014

III- Contents of the Charter proposed to be changed in accordance with the Circular no. 200/2014/TT-BTC on accounting system

Page 1

No. Issues



01/07/2015)





4 Rights of

Shareholders

- The right of a shareholder to request the

company to redeem his/her shares is

stipulated in Article 90

'- The right of a shareholder or group of

shareholders who hold over 10% of the total

ordinary shares, or smaller percentage as

provided in the company's charter to request

the Board of Management to convene a

General Meeting of Shareholders is stipulated

in Article 79 and Article 97.

- The right of a shareholder to request the company

to redeem his/her shares is stipulated in Article

129.1.

'- The right of a shareholder or group of shareholders

who hold 10% or more of the total ordinary shares or

smaller percentage as provided in the company's

charter to request the Board of Management to

convene a General Meeting of Shareholders is

stipulated in Article 114 and Article 136.

"Article 10. Rights of Shareholders

...2. A person who holds ordinary shares shall have the

following rights:

g. to request the Company to redeem shares in the cases

stipulated in Article 90.1 of the Law on Enterprises.

3. A Shareholder or a group of Shareholders holding more

than 5% of the total ordinary shares for six (06)

consecutive months or more shall have the following

rights:

...b. to request the Board of Management to convene a

General Meeting of Shareholders in accordance with

Articles 79 and 97 of the Law on Enterprises".



"Article 10. Rights of Shareholders

...2. A person who holds ordinary shares shall

have the following rights:

g. to request the Company to redeem shares in

the cases stipulated in Article 129.1 of the

Law on Enterprises.

3. A Shareholder or a group of Shareholders

holding more than 5% of the total ordinary

shares for six (06) consecutive months or more

shall have the following rights:

...b. to request the Board of Management to

convene a General Meeting of Shareholders in

accordance with Articles 114 and 136 of the

Law on Enterprises".



Enterprises 2014.

5 The Board of

Management to

convene an

extraordinary

meeting of the

General

Shareholders'

Meeting

The Inspection Committee requests to

convene an extraordinary meeting in case the

Inspection Committee has reason to believe

that any manager has seriously breached their

obligations as stipulated in Article 119 of the

prevailing Law on Enterprises

The Inspection Committee requests to convene an

extraordinary meeting in case the Inspection

Committee has reason to believe that any manager

has seriously breached their obligations as stipulated

in Article 160 of the Law on Enterprises 2014

"Article 12. General Meeting of Shareholders

3. The Board of Management must convene an

extraordinary meeting of the General Meeting of

Shareholders in the following cases:

...e. The Inspection Committee requests to convene a

meeting in case the Inspection Committee has reason to

believe that (i) any manager has seriously breached their

obligations as stipulated in Article 119 of the Law on

Enterprises...".

Change in the order/sequence number of

articles in the Law on Enterprises 2014

"Article 12. General Meeting of

Shareholders

3. The Board of Management must convene an

extraordinary meeting of the General Meeting

of Shareholders in the following cases:

...e. The Inspection Committee requests to

convene a meeting in case the Inspection

Committee has reason to believe that (i) any

manager has seriously breached their

obligations as stipulated in Article 160 of the

Law on Enterprises...".



Enterprises 2014.

Article 96.2(d):

"To decide to invest or to sell assets valued at

50% or more of the total value of assets

recorded in the most recent financial

statements of the company, unless the charter

of the company stipulates some other

percentage or value".

Article 135.2(d):

“To make investment decisions or decisions on sale

of assets valued at 35% or more of the total value

of assets recorded in the most recent financial

statements of the company, unless the charter of the

company stipulates some other percentage or value".

Article 13.2(o): “Decision on transactions of selling

assets of the Company or its Branches or on purchase

transactions with a value of 50% or more of the total

value of assets of the Company and its Branches recorded

in the most recent audited financial statements".

(1) Scope of transactions subject to

approval by the General Shareholders'

Meeting as stipulated in the Law on

Enterprises, both 2005 and 2014 (i.e.

decision on investment transaction and

sales of assets) is broader than the same

as provided in the Charter (i.e.,

transactions of sales and purchase of

assets only);

(2) Suggest to reduce the ratio from 50%

to 35% of the total asset value.

Suggest to amend as follows:

Article 13.2(o): "Decision on investment or

transactions of sales of assets of the Company

or its Branches with a value of 35% or more

of the total value of assets of the Company and

its Branches recorded in the most recent audited

financial statements".

Ratio of 35% is reasonable and suitable if

compared to the total value of assets of the

Company.

Rights of the General Shareholders' Meeting

to approve contracts and transactions between

the company and certain entities (i.e. related

party) described in Article 120.1 of the Law

on Enterprises 2005

Rights of the General Shareholders' Meeting to

approve contracts and transactions between the

company and certain entities (i.e. related party)

described in Article 162.1 of the Law on

Enterprises 2014

"Article 13. Rights and Duties of the General Meeting

of Shareholders

2. The General Meeting of Shareholders in an annual and

extraordinary meeting shall make decision by way of

passing resolutions on the following matters:

...r. The Company or any Branch of the Company enters

into a contract with any person stipulated in Article 120.1

of the Law on Enterprises..."



"Article 13. Rights and Duties of the

General Meeting of Shareholders

2. The General Meeting of Shareholders in an

annual and extraordinary meeting shall make

decision by way of passing resolutions on the

following matters:

...r. The Company or any Branch of the

Company enters into a contract with any person

stipulated in Article 162.1 of the Law on

Enterprises ..."



Enterprises 2014.

7 Number of legal

representatives

"Article 95. Organizational structure of

management of joint-stock companies

...The chairman of the Management Board or

the director or general director is the legal

representative of the company as provided for

in the company's Charter".

Article 13.2: "Limited liability companies and

shareholding companies may have one or more legal

representatives. The charter of a company shall

specify the number, managerial positions and rights

and obligations of the legal representative(s) of the

enterprise."

None The new law allows Company to have

more than one legal representative

Suggest to supplement item (s1) into Article

13.2 of the Charter stipulating the right of the

General Shareholders' Meeting to decide the

number of legal representatives of the

Company, particularly as below:

"s1. To make decision on the number and

position of the legal representative(s) of the

Company".

(1) Updating the provisions of the Law on

Enteprises 2014 into the Charter;

(2) Establish a mechanism for the Company

to change/supplement the number of legal

representatives to backup the mechanism of

one representative (General Director)

8 Notice of invitation

to meeting of the

General

Shareholders'

Meeting

Article 100.1: "The convener(s) of the

Shareholders' Meeting shall forward

invitations to all shareholders eligible for

participation in meetings of the Shareholders'

Meeting at least 07 working days before

the opening date thereof unless such a time

limit is provided for in the company's

charter".

Điều 139.1:“The convenor of a meeting of the

General Meeting of Shareholders shall send a notice

of invitation to

all shareholders on the list of shareholders entitled to

attend the meeting no later than 10 days prior to

the date of opening, if the charter of the company

does not stipulate a longer time-limit..”

Article 16.3: “The notice of a meeting of the General

Meeting of Shareholders shall be sent to all Shareholders

and at the same time shall be published on the media

means of the Stock Exchange and on the website of the

Company. Such notice must be sent at least 15 days prior

to the date of the meeting of the General Meeting of

Shareholders”

The time limit for sending notice of

invitation to meeting prescribed under the

Law on Enterprises 2014 is at least 10

days prior to the date of meeting (longer

than the time limit prescribed by the Law

on Enterprises 2005).

Suggest to retain the 15-day time limit as

stipulated in the Charter

(1)The time limit of notice stipulated in the

Charter is in compliance with provisions of

the Law on Enterprises 2014.

(2) The time limit of notice stipulated in the

Charter is deemed practical and reasonable,

ensuring the General Director/Chairwoman

of Board of Management have sufficient time

to prepare notice, agenda and required

documents for the meeting of the General

Shareholders' Meeting

6 The authority of

the General

Shareholders'

Meeting

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9 Restrictions of

shareholders on

the authorized

representative

None Article 16.1: "All restrictions of the owner, member

or shareholder on the authorized representative with

respect to the performance of the rights and

obligations of the owner, member or shareholder

respectively at the Members’ Council or

the General Meeting of Shareholders shall have no

legal validity in respect of a third party”.

None New provision of the Law on Enterprises

2014

Suggest to supplement Clause 6 into Article 14

of the Charter as follows:

"6. All restrictions of the Shareholders on the

Authorized Representative with respect to the

performance of the rights and obligations of the

Shareholders respectively at the the General

Meeting of Shareholders shall have no legal

validity in respect of a third party."

Updating provision of the Law on

Enterprises 2014 into the Charter.

Article 100:

"2. Such invitations shall be enclosed with the

form of authorization of representative for

attending the meeting, the voting card,

discussion materials as grounds for adoption

of decisions, and draft resolutions for each

issue included in the meeting agenda."

Article 139:

"3. The notice of invitation must be accompanied by

the following documents::

a) The program of the meeting, documents to be used

in the meeting and draft resolution for each matter in

the program

b) Voting slips

c) Form of appointment of an authorized

representative to attend the meeting.”

"If the company has a website, meeting

invitations and enclosed materials must be

posted on the website as well as forwarded to

shareholders."

"4. Where the company has its own website, the

sending of documents of the meeting in accordance

with the [details of the] notice of invitation stipulated

in clause 3 of this article may be replaced by the

publication of the same on the website of the

company. In this case, the notice of invitation must

specify where and how to download documents and

the company must [also] send the documents of the

meeting to shareholders [by mail] if they so

request.".

11 Conditions for

conducting meeting

of the General

Shareholders'

Meeting

Article 102:

"1. A meeting of the Shareholders' Meeting

shall be conducted where it is attended by a

number of shareholders that own at least

65% of the voting shares. The specific ratio

shall be provided for in the company's charter.

2. Where the first meeting fails to satisfy the

conditions required in Clause 1 of this

Article, the second meeting shall be convened

within thirty days after the proposed opening

date of the first meeting. The second meeting

shall be conducted when participating

shareholders represent at least 51% of the

voting shares. The specific ratio shall be

provided for in the company's charter."

Article 141:

"1. A meeting of the General Meeting of

Shareholders shall be conducted where the number of

attending

shareholders represents at least 51% of the total

number of voting shares The specific percentage

shall be stipulated in the charter of the company.

2. ... A meeting of the General Meeting of

Shareholders which is convened for a second time

shall be conducted where the number of attending

shareholders represents at least 33% of the total

number of voting shares".

Article 17.5: “It requires a quorum in order to conduct the

meeting of the General Meeting of Shareholders and pass

resolutions. Quorum shall be Shareholders and Proxies

representing at least 65% of the shares with voting

right…”

“…The re-convened meeting of the General Meeting of

Shareholders shall be conducted only when the attending

members are the shareholders and their proxies

representing at least 51% of the shares with voting

right.”

Reducing the quorum for conducting the

meeting of the General Shareholders'

Meeting to 51% and 33% for the first and

second-convened meeting respectively.

Retain the current conditions for conducting

meeting as set out in the Charter

(1) The quorum stipulated by the Law on

Enterprises 2014 is recommended. Therefore,

the number of attending shareholders/proxies

representing at least 65% and 51% of shares

with voting rights for the first and second-

convened meeting respectively as stipulated

in the Charter is consistent with the Law on

Enterprises 2014.

(2) The quorom stated in the Charter is

consistent with the quorum applicable to

public companies as prescribed in Circular

121/2012/TT-BTC of the Ministry of

Finance prescribing the company

management applicable to public companies.

Điều 16.3: “…The agenda of the meeting of the General

Meeting of Shareholders and documents relating to the

matters to be voted at the meeting shall be sent to the

Shareholders and/or published on the website of the

Company…"

Specify documents enclosed with notice

of invitation and ways of sending such

documents.

Documents

enclosed with

notice of invitation

to meeting

Retain current provisions of the Charters10 According to the Law on Enterprises 2014,

the documents of the meeting are not

necessarily submitted together with the

sending of the notice of invitation. Such

documents may be published on the

Company's website. Considering that the

quoted provisions of the Charter is in

compliance with the Law on Enterprises

2014, it is advisable to retain the contents of

such provision.

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Voting rates for

adoption of

resolutions of the

General

Shareholders'

Meeting on

significant issues

Article 104.3.b: It is approved by at least

75% of total votes of all participating

shareholders, for decisions on types of shares

and number of shares of each type allowed to

be offered for sale; amendments and

supplements to the company's charter;

reorganization or dissolution of the company;

or investment or sale of assets valued at 50%

or more of the total value of assets recorded

in the company's latest financial statements,

unless a different percentage is provided for

in the company's charter; the specific ratio

shall be provided for in the company's

charter"

Article 144. 1:

"A resolution on the following matters shall be

passed if it is agreed by a number of shareholders

representing at least 65% of the total number of

voting of all attending shareholders; the specific

percentage shall be stipulated in the charter of the

company:

(a) Classes of shares and the total number of shares

of each class;

(b) Change of lines of business and business sectors;

(c) Change of the organizational and managerial

structure of the company;

......."

Article 17.3: "Resolutions of the General Meeting of

Shareholders on amendment of and supplement to the

Charter; on classes of shares and quantity of shares

offered for sale; merger, re-organization and dissolution of

the Company; or on transactions of purchase or sale of

assets of the Company or its Branches with a value of

50% or more of the total value of assets of the

Company based on the most recent audited financial

statements shall be approved when they are passed by

75% or more of the total votes of the Shareholders

with voting rights who are present directly or via their

Proxies at the meeting of the General Meeting of

Shareholders (in case the meeting is held directly)...".

Reduce the voting rates for significant

issues from 75% to 65%

(1) Retain the voting rates as stated in the

Charter

(2) Reduce the ratio of "50% or more of total

asset value of the Company" to 35% (as

recommended in Item 6 above)

Voting rate for

adoption of

resolutions of the

General

Shareholders'

Meeting on other

issues

Article 104.3: "A decision made by the

Shareholders' Meeting shall be adopted

during a meeting when it satisfies all the

following conditions:

a) It is approved by at least 65% of total

votes of all participating shareholders; the

specific ratio shall be provided for in the

company's charter;

Article 144.2:

"2. Other resolutions shall be passed when they are

agreed by a number of shareholders representing at

least 51% the total number of votes of all

attending shareholders, except in the cases stipulated

in clauses 1 and 3 of this article; the specific


company."

Điều 17.2:

"2. Except for the case stipulated in Clause 3 of this

Article, resolutions of the General Meeting of

Shareholders must be passed by a majority of

Shareholders representing at least 65% of the total votes

of the Shareholders with voting rights who are present in

person or via their Proxies at the meeting of the General

Meeting of Shareholders."

Reduce the voting rate for general issues

from 65% to 51%

Retain the voting rate as stated in the Charter

13 Voting rate for

adoption of

resolutions of the

General

Shareholders'

Meeting by ways of

collection of

written opinion

Article 104.5: "Where a decision of the

Shareholders' Meeting is proposed to be

adopted by collecting written opinions, such

decision shall be adopted if approved by a

number of shareholders who own at least

75% of the total votes; the specific ratio

shall be provided for in the company's

charter".

Article 144.4: “Where a resolution is passed by way

of collection of written opinions, a resolution of the

General

Meeting of Shareholders shall be passed when it is

agreed by a number of shareholders representing at

least 51% of the total votes. The specific


company.”

Article 18.8: “A resolution which is passed by way of

collecting written opinions of Shareholders must be

approved by the Shareholders representing at least 75% of

the total voting shares and shall have the same validity

as a resolution passed in a meeting of the General Meeting

of Shareholders”

Reduce the voting rate for passing

resolutions of the General Shareholders'

Meeting by collection of written opinion

from 75% to 51%

Recommend to apply the reduced voting rate

stipulated in the Law on Enterprises into the

Charter.

Article 18.8: “A resolution which is passed by

way of collecting written opinions of

Shareholders must be approved by the

Shareholders representing at least 51% of the

total voting shares and shall have the same

validity as a resolution passed in a meeting of

the General Meeting of Shareholders”

(1) Issues required to be passed by way of

collection of written opinion are usually

general, insignificant or urgent issues which

are not necessarily passed by way of

convening the regular or extraordinary

meeting of the General Shareholders'

Meeting.

(2) The voting rate by way of collection

written opinion is usually much lower than

the voting rate in the General Sharehoders'

Meeting => If voting rate condition is set

high (75% or more), the passing of a

resolution by collection of written notice

(1) Voting rates for approval of significant

and general issues stipulated by the Laws on

Enterprises 2014 are optional. The Company

is not required to update such voting rates

into the Charter.

(2) The voting rates specified under the

Charter is conforming to the provisions on

voting rates stipulated by the Law on

Enterprises 2014.

(3) The voting rates stipulated in the Charter

are conforming to voting rates applicable to

public companies as provided in Circular No.

121/2012/TT-BTC of the Ministry of

Finance prescribing the company


12

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14 Approval of

contracts by the

Board of

Management

Article 108.2(g): The Management Board

shall have the following rights and duties:

"...to approve contracts of sale, purchase,

borrowing, lending or any other contracts

worth 50% or more of the total value of

assets recorded in the company's latest

financial statement, or a smaller percentage

provided for in the company's charter, except

contracts and transactions defined in Article

120.1 and Article 120.3 of this Law".

Article 149.2(h): “To approve contracts for purchase,

sale, borrowing, lending and other contracts valued

at 35% or more of the total value of assets

recorded in the most recent financial statements of

the company, if the charter of the company does not

stipulate any other percentage or value. This

provision shall not apply to contracts and

transactions stipulated in Article 135.2(d) and

Articles 162.1 and 162.3 of this Law".

Article 20.4(c): "Within the scope regulated in Article

108.2 and except for the case stipulated in Article 120.3

of the Law on Enterprises, in which the approval of the

General Meeting of Shareholders is required, the Board of

Management shall from time to time make decisions on

implementation, amendment or cancellation of the large

contracts of the Company, of any Branch of the Company

or of the subsidiaries (including contracts for purchase,

sale, merger, takeover and joint venture which have the

contract value accounting for 50% or more of the the

total value of assets of the Company recorded in the

most recent Financial Statements)”

-Amendment of the scope of contracts

subject to approval by the Board of

Management.

-Reducing the value of contracts from

50% to 35% (of the total asset value of

the Company)

Suggest to update provisions of the Law on

Enterprises 2014 into the Charter:

Article 20.4(c): "Within the scope regulated in

Article 149.2 and except for the case stipulated

in Article 162.3 of the Law on Enterprises,

in which the approval of the General Meeting

of Shareholders is required, the Board of

Management shall from time to time make

decisions on implementation, amendment or

cancellation of the large contracts of the

Company, of any Branch of the Company or of

the subsidiaries (including contracts for

purchase, sale, merger, takeover and joint

venture c which have the contract value

accounting for 35% or more of the the total

value of assets of the Company recorded in

the most recent Financial Statements)”

(1) Updating the order number of Articles in

the Charter in accordance with the Law on

Enterprises 2014;

(2) Updating scope of contracts and

transaction subject to approval by the Board

of Management in accordance with the Law

on Enterprises 2014 (by way of reducing the

contract value condition from 50% to 35%);

(3) Value of contracts/transactions provided

by the Law on Enterprises 2014 is

reasonable and conforming to total asset

value of the Company.

15 Time limit for

convening

extraordinary

meetings of the

Board of

Management if

requested

Article 112.5:

"The chairman shall convene a meeting of the

Board of Management within 15 days as

from the date of receipt of the request."

Article 153.5: “5. The chairman of the Board of

Management must convene a meeting of the Board of

Management within a time-limit of 07 working days

from the date of receipt of a request stipulated in

clause 4 of this article".

Article 23.4: "Meetings of the Board of Management

stipulated in Clause 3 of this Article must be conducted

within 15 days after the request for the meeting is made."

Reduce the time limit for convening the

meeting of the Board of Management

from 15 days to 7 working days

Suggest to amend Article 23.4 of the Charter as

below:

"Meetings of the Board of Management

stipulated in Clause 3 of this Article must be

conducted within 7 working days after the

request for the meeting is made".

Provision on the time limit for convening a

meeting of the Board of Management set out

in the Law on Enterprises 2014 is mandatory

to companies. Therefore, it is required to

update this provision into the Charter.

16 The time-limit for

sending the notice

of invitations when

convening the

extraordinary

meeting of the

Board of

Management

Article 112.6: "Unless otherwise provided for

in the company's charter, the chairman of the

Board of Management or the person who

convenes a meeting of the Board of

Management must send invitations at least 5

working days before the meeting date.

Article 153.6: "The chairman of the Board of

Management or the convenor of the meeting of the

Board of Management must send a notice of

invitation to attend the meeting at least 3 working

days prior to the date of meeting, unless otherwise

stipulated in the charter of the company".

Article 23.6: "The notice of a Board of Management

meeting must be sent to the members of the Board of

Management at least 5 days before holding the

meeting".

The Law on Enterprises 2014 reduces the

time-limit from 5 to 3 working days.

Recommend to adjust in accordance with the

Law on Enterprises 2014:

Article 23.6: "The notice of a Board of

Management meeting must be sent to the

members of the Board of Management at least

3 days before holding the meeting".

Under the Law on Enterprises 2014, the

Company is not prescribed to apply new time-

limit for sending notice (at least 3 days). The

Company may adjust or retain the currently

existing time-limit as stipulated in the

Charter.

However, should the current time-limit be

retained, the Chairwoman of the Board of

Management will pnly have 2 working days

for sending notice of invitation to meeting

(since the time limit for convening the

meeting is subject to mandatory adjustment

[7 days as mentioned in Item 15]). Due to the

lack of time, the Chairwoman of the Board of

Management shall face difficulties in

preparing agenda and programs of the

meeting as well as ensuring the meeting's

effectiveness.

17 The time-limit for

convening the 2nd

meeting of the

Board of

Management when

the first meeting

cannot be

convened.

Article 112.6: "Unless otherwise provided for

in the company's charter, the chairman of the

Board of Management or the person who

convenes a meeting of the Board of

Management must send invitations at least 5

working days before the meeting date"

Article 153.8: “A meeting of the Board of

Management shall be conducted where 3/4 or more

of the total members are in attendance. If the meeting

convened in accordance with this clause does not

have sufficient attending members as stipulated, it

shall be convened for a second time within seven

days from the intended date of the first meeting,

except where the charter stipulates some other

shorter time-limit. In this case, the meeting shall be

conducted if more than half of the number of

members of the Board of Management attend the

meeting”.

Điều 23.7: “The first meetings shall only be conducted for

passing resolutions/decisions if at least 3/4 of the members

of the Board of Management attend such meeting… In a

case of of an insufficient quorum, the meeting must be re-

convened within a period of 15 days from the proposed

date of the first meeting”.

New law reduces the time-limit for

convening the second meeting from 15

days to 7 working days.

Recommend to adjust Article 23.7 of the

Charter in accordance with the LOE 2014 as

follows:

"The first meeting shall only be conducted for

passing resolutions/decisions if at least three-

quarters of the members of the Board of

Management attend such meeting… In a case

of of an insufficient quorum, the meeting must

be re-convened within a period of 7 working

days from the proposed date of the first

meeting”.

Update in accordance with LOE 2014

The 07- day time limit is reasonable.

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18 Public disclosure of

relevant interests

"Article 118.- Disclosure of related benefits

1. Members of the Management Board, the

director or general director and other

managers of the company must declare all

their related benefits with the company,

including:

...b/ Name, head office address, business

lines, number and date of grant of the

business registration certificate, place of

business registration of the enterprise in

which their related people individually or

jointly hold capital contribution or shares

greater than 35% of the charter capital".

"Article 159 Public disclosure of relevant interests:

2. Members of the Board of Management, inspectors,

the director or general director and other managers of

the company must declare their relevant interests to

the company, including:

...b/Names, enterprise code numbers, head office

addresses, business lines of enterprises in which their

related persons jointly own or separately own

contributed capital or shares of more than 10% of

charter capital"

Điều 29.2: "Members of the Board of Management,

members of the Inspection Committee, the General

Director and other Senior Managers shall be obliged to

notify the Board of Management of any interests to which

may conflict with those of the Company and to which they

may be entitled via other economic legal entities,

transactions or individuals. The announcement content

includes:

....b. Name, address of the head office, business lines,

issuance number and date of the Business Registration

Certificate, place of business registration of any enterprise

in which their Related Persons jointly or severally own

shares or contributed capital of more than thirty five

percent (35%) of the charter capital.

The Law on Enterprises 2014 adjusts that

the person who owns more than 10% the

charter capital of other enterprises must

disclose relevant interests.

Recommend to adjust Article 29.2 of the

Charter in accordance with Law on Enterprises

2014 :

Article 29.2: "Members of the Board of

Management, members of the Inspection

Committee, the General Director and other

Senior Managers shall be obliged to notify the

Board of Management of any interests to which

may conflict with those of the Company and to

which they may be entitled via other economic

legal entities, transactions or individuals. The

announcement content includes:

....b. Name, address of the head office, business

lines, issuance number and date of the Business

Registration Certificate, place of business

registration of any enterprise in which their

Related Persons jointly or severally own shares

or contributed capital of more than ten

- Update in accordance with provisions of the

Law on Enterprises 2014.

19 Contracts,

transactions

subject to approval

by the Board of

Management or

the General

Meeting of

Shareholders

"Article 120.- Contracts, transactions subject

to approval by the Management Board or the

Shareholders' Meeting

1. Contracts and transactions between the

company and the following entities must be

approved by the General Meeting of

Shareholders or the Board of Management:

a/ Shareholders, authorized representatives of

shareholders that own more than 35% of total

ordinary shares of the company and their

related persons;

...2. Contracts and transactions valued at

under 50% of the total value of the company's

assets in the latest financial statement or

another smaller percentage as provided for in

the company's charter shall be approved by

the Board of Management.

3. Other contracts and transactions except

those mentioned in Clause 2 of this Article

shall be approved by the General Meeting of

Shareholders..."

Article 162.1: "Contracts and transactions between

the company and the following parties must be

approved by the General Meeting of Shareholders or

the Board of Management:

(a) Shareholders or authorized representative of

shareholders holding more than 10% of the ordinary

shares of the company and their related persons;

...2. Any contract or transaction valued at less than

35% of the total value of assets recorded in the most

recent financial statements of the company, or a

smaller percentage as stipulated in the charter of the

company, shall be approved by the Board of

Management...

3. Contracts and transactions other than those

stipulated in clause 2 of this article shall be approved

by the General Meeting of Shareholders..."

Article 29.4: "According to Article 120 of the Law on

Enterprises, a contract or transaction between the

Company and the following parties:

4.1. Shareholders or authorized representative of the

Shareholders holding more than 35% of the voting

shares of the Company, and their related Parties.

...4.3. Any enterprise in which any member of the Board

of Management, any member of the Inspection Committee,

the General Director or any other Senior Managers owns

contributed capital or shares... more than 35% of the

charter capital; shall not be invalidated if:

a. with respect to any contract or transaction valued at less

than 20% of the total value of the assets of the Company

and its Branches ... were announced and the Board of

Management issued a decision on approval of, and

permission of performance of such contract or transaction;

b. with respect to other contracts or transactions valued at

20% or more of the total value of the assets of the

Company and its Branches ... were announced and the

General Meeting of Shareholders approved and permitted

performance of such contracts or transactions".

(i) To increase the ratio of contracts,

transactions subject to approval by the

Board of Management or the General

Meeting of Shareholders through

reducing the held, contributed capital

from 35% (currently regulated in the

charted) to 10%.

(ii) The value of transaction separate to

approval by the Board of Management or

the General Meeting of Shareholders

reduced from 50% to 35%.

(i) To recommend to adjust:

Article 29.4: "According to Article 162 of the

Law on Enterprises, a contract or transaction

between the Company and the following

parties:

4.1. Shareholders or authorized representative

of the Shareholders holding more than 10% of

the voting shares of the Company and their

related Parties.

..4.3. Any enterprise in which any member of

the Board of Management, any member of the

Inspection Committee, the General Director or

any other Senior Managers owns contributed

capital or shares... more than 10% of the

charter capital; shall not be invalidate if:..."

(ii) To retain the value of transaction which

defines the level of the required approval by the

Board of Management or the General Meeting

of Shareholders in accordance with the Charter.

(i) Update the numerical terms in the Charter

in compliance with the Law on Enterprises

2014.

(ii) Apply in line with the

contract/transaction value above or under

20% to define the level of the required

approval by the Board of Management or the

General Meeting of Shareholders stipulated

in the Charter in accordance with the Law on

Enterprises 2014.

20 Inspection

Committee

The powers and responsibilities as stipulated

in Article 123 of the LOE 2005.

The powers and responsibilities as stipulated in

Article 165, 166, 167 and 168 of the LOE 2014.

"Article 31.Inspection Committee

1. The Inspection Committee and its members shall have

the powers and responsibilities as stipulated in Article

123 of the Law on Enterprises and this Charter, mainly

the followings...:

...g. Upon discovery of a member of the Board of

Management or the General Director breaching her/his

managerial obligations stipulated in Article 119 of the

Law on Enterprises...

...j. To exercise other powers and duties as stipulated in

this Charter and Articles 124, 125 and 126, and other

provisions of the Law on Enterprises".

To change the numerical terms between

the Law on Enterprises 2005 and the Law

on Enterprises 2014.

Article 31.Inspection Committee

1. The Inspection Committee and its members

shall have the powers and responsibilities as

stipulated in Article 165 of the Law on

Enterprises and this Charter, mainly the

followings...:

...g. Upon discovery of a member of the Board

of Management or the General Director

breaching her/his managerial obligations

stipulated in Article 160 of the Law on

Enterprises...

...j. To exercise other powers and duties as

stipulated in this Charter and Articles 166, 167

and 168, and other provisions of the Law on

Enterprises".

Update the numerical terms in the Charter in

consistency with the change in the Law on

Enterprises 2014.

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21 Right to investigate

books and records

None "Article 114 Rights of ordinary shareholders: ...2.

A shareholder or a group of shareholders holding

10% or more per cent of the total ordinary shares for

a consecutive period of six months or more, or

holding a smaller percentage as stipulated in the

charter of the company, has the following rights:

b) To sight and make an extract of the book of

minutes and resolutions of the Board of Management,

mid-year and annual financial statements in

accordance with the forms of the Vietnamese

accounting regime, and reports of the Inspection

Committee;

"Article 32. Right to investigate books and records

1. A Shareholder or a group of Shareholders holding more

than 5% of the total shares with voting rights for 6

consecutive months or more shall have the right to send,

directly or via any authorized representatives, a written

request for approval on inspecting, the list of Shareholders

and the meeting minutes of the General Meeting of

Shareholders, and copying or extracting such records

during working hours and at the head office of the

Company".

The supplement of the Law on

Enterprises 2014

To recommend to adjust and supplement in

Article 32.1 of the Charter:

"1. A Shareholder or a group of Shareholders

holding more than 5% of the total shares with

voting rights for 6 consecutive months or more

shall have the right to send, directly or via any

authorized representatives, a written request for

approval on inspecting and make an extract of

the book of minutes and resolutions of the

Board of Management, mid-year and annual

financial statements accounting regime, and

reports of the Inspection Committee during

working hours and at the head office of the

Company".

- Update the provision of the Charter in

accordance with the Law on Enterprises

2014.

'- To ensure the right of a Shareholder or a

group of Shareholders holding more than 5%

of the total shares with voting rights for 6

consecutive months.

22 Management,

control and

administration

structure

"Article 95.

A joint-stock company shall comprise: the

Shareholders' Meeting; the Management

Board, the director or general director; for a

company with more than eleven shareholders

being individuals or with a shareholder being

an organization holding more than 50% of

total shares, it must also have the Control

Board".

"Article 134.

1. Shareholding companies may select either of the

following models of organization of management and

operation, unless otherwise stipulated in the law on

securities:

(a) A General Meeting of Shareholders, a Board of

Management, an Inspection Committee and a director

or general director. If a shareholding company has

less than eleven (11) shareholders being

organizations which own less than 50% of the total

shares of the company, it is not required to have an

Inspection Committee.

(b) A General Meeting of Shareholders, a Board of

Management and a director or general director. In

Article 9.

The management, control and administration structure of

the Company comprises:

a. General Meeting of Shareholders;

b. Board of Management;

c. Inspection Committee; and

d. General Director.

Article 19:

"1. The Board of Management shall have at least five (5)

members and not more than eleven (11) members....The

total number of independent members of the Board of

Management must account for at least 1/3 of the total

The Law on Enterprises 2014

supplements the model of organizational

and managerial structure which consists

of the General Shareholders' Meeting, the

Board of Management and General

Director/Director. There must be no

Inspection Committee in such model.

However, it is required to have

independent Board members among

members of the Board of Management.

For the time being, listed public joint stock

companies are governed by the Law on

Securities and such Law has not been updated

in consistent with the new Law on Enterprises.

It is advisable that we will temporarily not

consider the change in organizational &

managerial structure until legal guidance

documents in respect of this issue have been

adopted.

(1) Pursuant to the Law on Enterprises 2014,

if the organizational and managerial structure

of public companies is otherwise stipulated

by the law on securities, the Company's

organizational and managerial structure must

be in compliance with the Law on securities.

(2) The current organizational and

menagerial structure of the Company has

been established on the basis of Circular No.

121/2012/TT-BTC prescribing the company


Since this Circular is specialized legal

regulations on securities, therefore, the

managerial structure of the Company must be 23 Seal

"Article 36.The enterprise seal

1. Every enterprise shall have its own seal.

Enterprises must keep and preserve their seals

at their head offices. The design and contents

of seals, conditions for making seals and

regulations on seal usage shall comply with

regulations of the Government".

"Article 44 Seal of enterprise

1. An enterprise has the right to decide on the form,

number and contents of its seal".

"Article 42. Seal

1. The Board of Management shall make a decision on

approving the official seal of the Company and such seal

must be engraved in accordance with the Law".

The enterprise has the right to decide on

the form, number and contents of its seal

Recommend to adjust the Charter:

"Article 42. Seal

1. The Board of Management shall make a

decision on approving the official seal of the

Company".

- Update this provision in accordance with

the Law on Enterprises 2014.

III

No.Issues Charter provisions

The amendments in Circular No. 121/2012/TT-

BTCRecommendations Reasons

24 Reserve fund Article 36. Reserve fund

"Each year, the Company must appropriate

from its post-tax profits: (i) an amount for a

Financial Reserve Fund. Such amount shall

not exceed five percent (5%) of the

Company’s post-tax profits and the Company

will only continue to make such appropriation

until the Financial Reserve Fund shall be

equivalent to ten percent (10%) of the

Company’s Charter Capital; (ii) ten percent

(10%) to establish a Reward and Welfare

Fund; (iii) ten percent (10%) to establish a

Production Expansion Fund. The fund

appropriation percentage may be changed in

accordance with a proposal from the Board of

Management and approved by the General

Meeting of Shareholders".

- According to Circular No. 121/2012/TT-BTC,

enterprise do not continue to reserve the Financial

Reserve Fund, the remain amount of it is transferred

to Production Expansion Fund (the new name is

"Development Investment Fund").

- Not continue to reserve the Financial Reserve Fund and

rename this Fund to "Development Investment Fund". To

recommend to adjust in Article 36 of the Charter:

"Each year, the Company must appropriate from its post-

tax profits: (i) ten percent (10%) to reserve the Reward,

Welfare Fund; (ii) ten percent (10%) to reserve the

Development Investment Fund. The fund appropriation

percentage may be changed in accordance with a proposal

from the Board of Management and approved by the

General Meeting of Shareholders".

- Rename to "The Development

Investment Fund" in accordance with

current accounting system.

'- Distribute the profit in accordance with

the newest accounting system of the

Circular No. 121/2012/TT-BTC as

follows:

"Enterprises do not continue to reserve

the financial reserve fund. The owner of

Enterprise decide to transfer the

remaining amount from financial reserve

fund to development investment fund".

**Note: Section I shall be effective on 07- 01st - 2015

***Note: Section I shall be effective on the date when the GMS approve

***CONTENTS OF THE CHARTER PROPOSED TO BE CHANGED IN ACCORDANCE WITH THE CIRCULAR NO. 200/2014/TT-BTC ON ACCOUNTING SYSTEM

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