SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

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CHARTER OF JOINT STOCK COMPANY
HOA PHAT GROUP

Hung Yen, 01 January 2008

INTRODUCTION

This charter has been approved by the Company’s General Shareholders’ Meeting of the Company of 31 March 2008 at its valid resolution.

I. DEFINITION OF TERMS OF THE CHARTER

Article 1: Definition

1.

The following terms in this charter shall be perceived as follows:

a.

"Chartered capital" is the capital contributed by all shareholders and regulated at Article 5 of charter

b.

"Enterprise Law" is refered to Enterprise Law No. 60/2005/QH11 passed on 29 December 2005 by the National Assembly of Vietnam.

c.

"Foundation Day" is the date when the enterprise is granted the Business Registration Certificate.

d.

"Management officers" are known as Chief Executive Officer, Deputy Managing Director, Chief accountant, and other managing posts approved by board of directors of the enterprise.

e.

"Related person" is an individual or organization stipulated in the article 4.17 of the Enterprise Law.

f.

"Operation duration" is the period in which the enterprise performs its activities prescribed at article 2 of this charter and the extension period (if any) passed by the General Shareholders’ Meeting in the form of resolution.

g.

"Vietnam" means the Socialist Republic of Vietnam.

2.

In this charter, references to one or several other documents or regulations shall encompass the amended or replaced ones.

3.

Headings and titles (chapters, articles of this charter) are used for ease of understanding and shall not affect the content of this charter.

4.

Terms defined in the Enterprise Law (provided that they have no contradiction to the subject or context) shall convey similar meanings to those of this charter.

II. NAME, FORM, HEAD OFFICE, BRANCHES, REPRESENTATIVE OFFICE AND OPERATION DURATION OF THE ENTERPRISE

Article 2. Names, forms, head office, branches, representative office and operation duration of the enterprise.

1.

Name

• Full name in Vietnamese: "Cong ty Co phan Tap doan Hoa Phat"

• Full name in English: "HOA PHAT GROUP JOINT STOCK COMPANY"

• International transaction name: "HOA PHAT GROUP JOINT STOCK COMPANY"

• Abbreviated name: "HOA PHAT GROUP ".

2.

The company is the joint stock company enjoying the legal status in accordance with the current law of Vietnam.

3.

The registered head office of the company:

• Address: Pho Noi A industrial zone, Yen My District, Hung Yen Province

• Telephone: 0321 - 942884

• Fax: 0321 - 942613

• E-mail: hoaphatgroup@hoaphat.com.vn

• Website: Hoaphat.com.vn

4.

The Chief Executive Officer is the legal representative of the company.

5.

The company’s branches and representative offices shall be established in the area of business in order to fulfil its targets in compliance with the resolution of the Boards of Directors and laws of Vietnam.

6.

Unless the operation is terminated before the terms stipulated in article 50.2 and 51 or granted extension for operation as in Article 52 of this charter, the company’s operation term will start from the foundation day and will be infinite.

III. OBJECTIVES, RANGE OF BUSINESS AND OPERATION OF COMPANY

Article 3: Objectives

1.

Business lines:

-

To invest in finance;

-

To invest and construct comprehensively infrastructure for industrial and urban areas;

-

To produce interior products;

-

To produce and process wooden furniture;

-

To manufacture mechanical products (mainly construction machinery, office furniture);

-

To hire out machinery, equipments;

-

To trade cars, motorbikes, equipments and spare parts for the transportation and mine exploitation sectors, means of transport;

-

To manufacture and trade all kinds of machinery served for construction and mining;

-

To trade electrical goods, electronics, medical and optical equipments;

-

To manufacture, trade, assemble, install, repair and warrant electrical goods, electronics, civil electricity, cold electricity, and air-conditioners;

-

To manufacture and trade plastic- related products and materials;

-

To provide advertising activities;

-

 To carry out civil construction;

-

To carry out industrial construction;

-

To mine sand, stones and gravels;

-

To produce cement and trade construction materials;

-

To manufacture, trade and assemble interior products, construction equipments;

-

To do business in real estate (excluding consultancy on land price);

-

To provide services of office-buildings for hire and assets for hire (except for businesses on karaoke, discotheque and bar);

-

To advice on domestic and foreign investment (excluding legal consultancy);

-

To do business in tourism and tourism services;

-

To provide services on transportation and hire out means of transport;

-

To trade processed agricultural, aqua-cultural and forest produces;

-

To trade chemicals and beverage (except the forbidden one);

-

To manufacture and purchase nonferrous metal of all kinds, wasted metal;

-

Trade, export and import \iron and steel, steel refining and laminating materials and equipments;

-

To manufacture steel; corrugated iron roof;

-

To mine metal ores;

-

To produce metal, metal ores, wasted iron and steel;

-

To refine steel; casting iron, steel;

-

To manufacture electroplated and non-electroplated steel pipes, stainless steel pipes;

-

To do storage and yard business;

-

To provide sports services (training, competition organization, athletes transferring);

-

To build and hire out sports ground;

-

To trade and hire out sports equipments, competition clothes, souvenir;

The transformation or extension of the company’s business lines, if necessary, shall be decided by the General Shareholders’ Meeting in accordance with law.

2.

Operational objectives of the company are to mobilize capital from the employees and officers in enterprises; individuals and economic organizations in the country and abroad in order to develop the enterprise, give a new impetus to maximize the enterprise’s business efficiency.

Article 4: Range of business and operation

1.

The company is entitled to set up business plans and carry out all business activities in accordance with its Business Registration Certificate, this charter and current law and take appropriate measures to achieve set goals as well.

2.

The company shall do business in other fields provided that they are allowed by law and approved by board of directors.

IV. CHARTERED CAPITAL, STOCK, FOUNDING SHAREHOLDERS

Article 5: Chartered capital, stock, founding shareholders

1.

The company’s chartered capital is VND 1,320,000,000,000 (One thousand three hundred twenty billion Vietnam dong)

The chartered capital is divided into 132,000,000 (one hundred and thirty two million) stock carrying its face value of 10,000 (ten thousand dong)/share

2.

The company can increase its chartered capital with the approval of the shareholders’ meeting and in compliance with current law.

3.

The company’s shares in the date of passing this charter are the common ones. Rights and duties accompanied with such shares shall be defined at the Articles 11 and 12 of this charter.

4.

The company can issue preferred shares of all kinds with the approval of the shareholders’ meeting and in compliance with current law.

5.

According to the Paragraph 5- Article 84 in Enterprise Law, at this moment, the company’s founding shareholders have been no longer put under constraint of share transference as prescribed in Enterprise Law.

6.

The existing shareholders must be given the priority to buy the common shares in proportion with their common shares of the Company, except for other regulations from the Shareholders’ General Assembly. The Company must announce the share offer. The announcement should include the following information: numbers of shares and the suitable period for the registration in share purchase (minimum of 20 working days). The Company’s Board of Directors will decide on the left shares. The Board may sell those shares to other people in such a suitable condition and measure defined by the Board, however, those shares can not be sold with more favorable conditions than those sold to the existing shareholders, except for having the other approval of the Shareholders’ General Assembly or in case the shares are sold by the Stock Exchange/Stock Center.

7.

The Company may buy the shares issued by the Company (even the returned preferential shares) in a way defined in this Charter and the existing law. The common shares brought by the Company are fund stocks and the Board may offer those shares in such a way in accordance with the regulations of this Charter and the Security Law and other relevant instruction documents.

8.

The Company may issue other stocks which are approved by the Shareholders’ General Assembly in document according to the security law and the stock exchange.

9.

The Company may use its shares for reward

Article 6. Stock certificate

1.

The Company’s shareholders are granted with stock certificates correlative with numbers and types of their shares, except for the regulations at Item 7 of article 2.

2.

The stock certificates must have the stamp of the Company and the signature of the legal representative of the Company or Chairman (Vice-Chairman) of the Board of Directors according to the regulations at the Enterprise Law. The stock certificate must contain the number of stock and type of stock owned by the shareholder, full name of the owner (if they are nominal stocks) and other information according to the regulations of the Enterprise Law. Each nominal stock certificate represents one type of stock.

3.

Within the period of 90 days since the submission of all the documents requesting the transfer of share own right pursuant to the Company’s regulation or within the period of 2 months since the full payment for purchasing the shares as per the regulations at the Company’s share issuance measure, the share owner will be granted with stock certificate. The share owner shall not have to pay the Company for the stock printing expense or any other expenses.

4.

In case only some of the nominal stocks in the nominal stock certificate are transferred, the old certificate will be abrogated and a new certificate acknowledging the rest stocks will be granted free of charge.

5.

In case the nominal stock certificate is spoiled, erased, lost, stolen or destroyed, the owner of the nominal stock may ask for the issuance of a new stock certificate in the condition that he/she will have to provide evidence on his/her ownership of those stocks and pay the Company for all related expenses.

6.

The owner of the nameless stock certificate must be responsible for the preservation of his/her certificate and the company will bare no responsibility in case such certificate is stolen or used in the purpose of defraudation.

7.

The Company may not issue the nomial shares by certificate. The Board of Directors may issue the regulation on the transfer of the nominal shares (with or without certificate) without a transferring document. The Board may issue a regulation on stock certificate and transfer according to the regulations of the Enterprise Law, law on security and stock exchange and this Charter.

Article 7. Other stock certificates

The bond certificate or other stock certificates of the Company (except for the offer letters, temporary certificates and similar documents), will be issued with stamp and signature of the legal representative of the Company, except for other issuance provisions and conditions.

Article 8. Share transfer

1.

All the shares may be freely transferred except for other regulations of the law and in this Charter. The shares posted on the Stock Exchange/Stock Center will be transferred pursuant to the regulations of the law on security and stock market of the Stock Exchange/Stock Center.

2.

Half-paid shares will not be transferred and its owner may not enjoy the dividends.

3.

In case some shareholders are dead, the inheritors or the asset managers of the dead people will be acknowledged by the Company as the only person (or people) who may have the right or benefit from those shares. However this charter will not clear away the assets of the dead shareholders from the all the responsibilities associating with any share owned by that person.

Article 9 Share reclaimation

1.

In case the shareholder do not pay full amount of money or do not pay the money in time, the Board many announce and have the right to ask that shareholder to pay the rest amount of money with the interest from that amount of money and other arising expenses defined by the Company.

2.

The above announcement of payment must contain the new period of payment (at least 7 days from the date of sending out the announcement), place of payment. Also in the annoucement, it is clearly noted that if the rest amount of money is not paid, the unpaid shared will be reclaimed.

3.

In case the requirements in the annoucement are not done, before the payment of the whole amount of money, interest and other relevant expenses, the Board may have the right to reclaim that number of shares. The Board may accept the submission of the reclaimed shares according to the regulations at Items 4, 5 and 6 below and according to the regulations in this Charter in other cases.

4.

The reclaimed shares will become the Company’s assets. The Board may authorize or directly sell or re-allocate those shares to the owners of the reclaimed shares or other people pursuant to the conditions and measures that the Board find suitable.

5.

The owner of the reclaimed shares will have to abandon his/her status as the shareholder, however he/she will have to pay all relevant amount of money and the interest (not more than the 12-month loan interest) at the time of reclaimation as per the decision of the Board from the day of reclaimation to the day of payment. The Board have the full right to decide on the payment coercion of the entire share value at the time of reclaimation or the exemption or reduction of one part or the whole amount of money.

6.

The announcement of the reclaimation will be sent to the owner reclaimed stocks before the time of reclaimation. The reclaimation will still take effect even in case of having mistakes or carelessness in sending out the announcement.

V. MANAGEMENT ORGANIZATION AND SUPERVISION

Article 10: Management Organization

The company’s mechanism includes:

a.

General Shareholders’ Meeting;

b.

Board of Directors;

c.

Chief of Executive Officer;

d.

Board of controllers.

VI. SHAREHOLDERS AND GENERAL SHAREHOLDERS’ MEETING

Article 11: Shareholders’ rights

1.

Shareholders are recognized as owners of the company, having rights and responsibilities correlative to the number and the type of share they own. Shareholders’ liability is limited to the company’s debt and other assets within their capital contributed in the company.

2.

Shareholders owning common shares have rights to:

a.

Attend and vote at the general meetings of shareholders personnally or by proxy;

b.

Reveive divident;

c.

Transfer fully-paid shares at their convenience in accordance with this charter and by-law;

d.

Pre-emptive rights over new shares in proportion with the number of common shares they own;

e.

Examine information relating to shareholders entitled to be attended at the general meetings and request to alter the incorrect information;

f.

Review, look up, and copy the company’s regulations, number of minutes and resolutions of the general meetings;

g.

In case of dissolution of the company, receive a fraction of the rest assets in proportion to the number of their capital contributions to the company after the company has liquidate to debtors and shareholders of other kinds by-law;

h.

Request the company to re-purchase their shares in such cases as stated at the article 90.1 in the Enterprise Law;

i.

Other rights by-law.

3.

Shareholder or group of shareholders owning over 8% of the total of the common shares during six consecutive months at least shall have rights to:

a.

Nominate members of the Board of Directors or board of controllers by-law 0.3 và item 36.2;

b.

Request to convene the general meetings of shareholders;

c.

Examine and receive copies or quotations of shareholders entitled to take part in and vote at the general meetings.

d.

Request the board of controllers to look over specific matters associated to the company’s management, operation if necessary. Request individual shareholder to present their name, persistent address, nationality, identification card, passport or personnal confirmation in legal writen form; names, persistent addresses, nationalities, number of establishment decision or business registration for shareholder as an organization; number and the date of registration of capital stock of each shareholder, the total shares of a group of shareholders and ownership in the company’s stock; matters needed to be examined and the aims of examination;

e.

Other rights stipulated at this charter.

Article 12: Shareholders’ responsibilities

Shareholders take the following duties:

1.

Observe the company’s regulations; follow decisions made by the board of directors and board of controllers;

2.

Settle the registered amount of capital to buy share as regulated;

3.

Provide the precise address when registering to buy shares;

4.

Fulfill other duties by-law;

5.

Take personnal liability when carrying out one of the following activities in the name of the company:

a.

Law violation;

b.

Doing business and other transactions for self-interest or benefits of other individuals or bodies;

c.

Liquidate immature debts in the face of financial risks that the company may cope with.

Article 13: Shareholders’ Meetings

1.

The shareholders meeting is the company’s highest decision- making body. The ordinary annual shareholders meetings shall be convened once a year. The shareholders meetings must be held in the first four months of each year, counting from the date ending fiscal year.

2.

The board of directors has the rights to summon the annual shareholders meeting and pick up the appropriate place of meeting. The shareholders, convened in the Shareholders Meeting, have the power to decide, by majority vote, on the matters attributed by law and company’s regulations to the Shareholders Meeting, especially approve the previous years financial statements and the coming years financial budget. Independent auditors shall be invited to the meeting to contribute their advice on the approval of the annual financial reports.

3.

The board of directors shall convene the extraordinary shareholders meetings in the following cases:

a.

The board of directors considers it necesity for the benefits of the company;

b.

Getting lost haft of the annual balance sheet, quarter or six month reports or audited reports of the current financial year reflecting the chartered capital;

c.

Members of the board of directors is less than the number as regulated by law or less than haft of the number as prescribed of this charter;

d.

Shareholder or group of shareholders as mentioned at the article 11.3 of this charter request to summon the general meeting by writen petition. The petition presents the reason and aim of the meeting, signed by relevant shareholders (the petition can be made in a number of papers to collect all signature of shareholders);

e.

The board of controllers request to convene the general meeting with clear evidence that members of the board of directors or senior managers violated their duties as stated in the article 119 of the Enterprise Law or the board of directors has the intention or action that out of its rights;

f.

Other cases by-law.

4.

Summon the extraordinary general meetings of shareholders

a.

The board of directors must convene the shareholders’ meeting within 30 days from the date of confirmation the members of stay in the board of directors as ruled at the clause 3c article 13 or from the date of reveiving request as stipulated at clauses 3d and 3e article 13

b.

In the case when the board of directors doesn’t summon the shareholders’ meeting as regulated at the clause 4a article 13, the board of controllers, within the following 30 days, has to take the role to convene the shareholders’ meeting as prescribed at the clause 5 Aticle 97 Enterprise Law. If the board of controllers doesn’t play this role as in the clause 4b article 13, shareholder, group of shareholders, within the following 30 days, have rights to take the role of the boards of directors and controllers as in the clause 3d article 13 to summon the shareholders’ meeting as ruled in the clause 6 Article 97 Enterprise Law.

For the last alternative, shareholder or group of shareholders can suggest the business registration body to supervise the summons and meeting organization if necessary.

c.

Expense for the summons and carrying out the shareholders’ meeting shall be reimbursed by the company. Pesonnal expenditure to to attend the meeting including accommodation and travelling spent by shareholders is excluded from the above-mentioned expense.

Article 14: Powers and responsibilities of the shareholders ‘meetings

1.

The annual shareholders meeting has the power to deliberate and decide about the following matters:

a.

The annual audited financial statements;

b.

Reports by board of controllers;

c.

Reports by board of directors;

d.

Company’s short-term and long-term development plans.

2.

The ordinary and extraordinary shareholders meetings approve writen decisions on matters as follows:

a.

The annual financial reports;

b.

Level of annual payment of devident to each type of share as recognized by Enterprise Law and other rights attributed to that share. This devident level is not allowed to be higher than the level which has been proposed by the board of directors after refering to shareholders’ opinions at the shareholders meeting;

c.

Membership of the board of directors;

d.

Selecting the auditing company;

e.

Appointing, removing and replacing members of Board of Directors and Board of Controllers and approve the appointment to the Chief of Executive Officer by the Board of Directors;

f.

Total of honorarium paid to members of the boards of directors and honorarium reports compiled by the boards of directors;

g.

Supplementing and amending company’s regulations;

h.

Kinds of shares and number of newly-issued shares for each kind, the transference of founding members’ shares within the first three years from the foundation day;

i.

Dividing, merging or conversing company;

j.

Re-organizing and dissolving the company and assigning person to take charge of the dissolution;

k.

Examining and handling violation by the Board of directors and board of controllers, triggering damages for the company and its shareholders;

l.

Deciding on transaction for selling assets of the company or branches or buying transaction worth of from and over 50% of the total assets value of the company and its branches recognized in the latest audited financial statements;

m.

The company re-purchases more than 10% of a kind of issued share;

n.

The Chief of Executive Officer concurrently holds Chairman of the board of Directors;

o.

Contracts signed between the company or its branches and persons stipulated at the article 120.1 of Enterprise Law worth of over 20% of the total of assets value of the company and its branches recognized in the latest audited financial statements;

p.

Other matters by this article and company’s regulations;

3.

Shareholders are not allowed to cast their vote in the following cases:

a.

Contracts prescribed in the article 14.2 when that shareholder or his relevant person belong to one party of the contract;

b.

Buying shares owned by that shareholder or his relevant person.

4.

All resolutions and matters scheduled in the meeting programme must be put on the table and voted at the General Shareholders’ Meeting.

Article 15: Representatives as proxies

1.

Shareholders entitled to be present at the shareholders’ meetings by-law can personnally attend or by his proxy. In case there are more than one proxy, the number of shares and votes held by each proxy must be clearly defined.

2.

The delegation powers to proxy to attend at the shareholders’ meeting must be established in the company’s writen form with signature as the follows:

a.

In the case that the individual shareholder as a mandator, it is necessary to have the form signed by that shareholder and get his proxy to attend the meeting;

b.

In case of the representative for the shareholder stands for an organization, it is needed to have the signature of this representative, legal representative of the shareholder and his proxy;

c.

For other cases, the signatures of the shareholder’s legal representative and proxy is a must.

The proxy must present his authorized document before being allowed to attend the shareholders’ meeting.

3.

In the circumstance that a lawyer deputises for the mandator to sign the representative appointment paper, the representative designation in this case shall come into force only if the appointment paper is shown in company with the authority letter sent to the lawyer or the valid copy of that letter (if have not yet registered with the company before).

4.

Except the case stipulated at the clause 3 Article 15, the proxy’s ballot still take effect in one of the following cases:

a.

The mandator died, or is limited or is off the legal capacity;

b.

The mandator discharged the representative appointment;

c.

The mandator discharged the competence of the proxy.

This clause will not be applied in the case that the company receives the notice on one of the above-mentioned events within 48 hours before the openning moment of the shareholders’ meeting or before the re-summons of the meeting.

Article 16: Changes of rights

1.

Decisions made by the shareholders’ meeting on the modification or discharge special rights attached to each kind of share shall be approved when there is an unanimous agreement in writen form set up by shareholders owning at least 75% voting rights of the same kind of issued share.

2.

The organization of such meeting become valid when there is a minimum of two shareholders (or their proxies) owning at least one third of the face value of that kind of issued shares. If the number of attendant don’t meet the above requirement, shareholders of the same kind (not depend on the number of shareholders and shares) personnally present or by their proxies shall be considered lawful for the meeting to be re-organize within the next 30 days. At such separate meetings, shareholders of the same kind, personnally present or by representatives, have the right to require to have secret ballots and each shareholder has one vote for his stock of the same kind.

3.

Proceedings for such separate meetings shall be in compliance with Articles 18 and 20.

4.

Unless there is another regulation for the share issue, pre-emptive rights over preferred stocks with regard to some or all matters associated to sharing the company’s interest or assets will not be altered when the company additionally issue shares of the same kind.

Article 17: Summons the shareholders’ meetings, meeting schedule, and notice

1.

The board of directors convenes the shareholders’ meeting or the latter is summoned by cases stipulated at Clause 13.4b.

2.

Person who convenes the shareholders’ meeting must exercise the following duties:

a.

Prepare list of shareholders entitled to attend and vote at the meeting within 30 days before the openning day; schedule and related documents by-law and company’s regulations;

b.

Define time and location of the meeting;

c.

Send notice of the meeting to shareholders entitled to attend.

3.

The notice of the meeting has to present the schedule and relevant information on matters to be discussed and voted at the meeting. For deposit shareholders, the notice of meeting can be sent to the deposit agency, concurrently announce via mass media of the Stock Exchange/ Stock Transaction Center, company’s website, 01 state newspaper or 01 local newspaper. For shareholders who have not deposited their shares, notice of the meeting can be sent in person or by guaranteed letter to the registered address, or to other information- received address provided by shareholders. In the event that shareholder have provided the company his fax number or email, the notice of meeting can be sent via that fax number or email. If the shareholder is a personnel at the company, the envelop-sealed notice can be sent in person at his working place. The notice of meeting must be sent within 15 days at least before the inauguration of the meeting (counting from the date when the notice is lawfully sent, is paid mailing cost or put into the mailbox)¬. If the company has its own website, the notice must be posted onto the website in company besides sending notices to shareholders.

4.

Shareholder or group of shareholders mentioned at Article 11.3 of this charter have rights to propose matters to be discussed at the meeting. This proposal must be in writen form and sent to the company within at least 10 days of working before the meeting is inaugurated. The proposal includes names of shareholder, quantity and kind of stock owned by that shareholder and content intended to be present at the meeting.

5.

Person who summons the meeting has rights to refuse proposals relating to Clause 4 Article 17 in the following circumstances:

a.

The proposal fails to be sent on time or lack of information or its content is out of question;

b.

At the moment of bringing forward the proposal, shareholder or group of shareholders fail to own at least 8% common shares during six consecutive months at least;

c.

The put-forward matter must come out of the jurisdiction of the shareholders’ meeting to be discussed and approved.

6.

The board of directors must prepare draft resolution for each issue raised at the meeting.

7.

In the case that all shareholders representing for 100% shares have rights to personnally vote or their proxies at the meeting, decisions approved by the General Shareholders’ Meeting shall be considered valid, even when the shareholders’ meeting is summoned in an informal way or contents of voting is absent from the meeting schedule.

Article 18: Conditions to convene the Shareholders’ meeting

1.

The General Shareholders’ Meeting shall be held when the number of shareholders attending at the meeting presents for at least 65% of shares having rights to vote.

2.

In the case that there is a lack of required number of attendants within 30 minutes from the moment of declaring the openning, the general meeting must be re-convened within 30 days from the planned date of holding the first meeting. The re-organization of the shareholders’ meeting shall be conducted only if the attendants are shareholders and proxies present at least 51% shares having rights to vote.

3.

In the absence of quorum within 30 minutes from the moment of the meeting open, the third general meeting shall be announced no later than 20 days after the planned day of conducting the second one. At this time, the shareholders’ meeting is conducted lawfully without depending on the number of shareholders or proxies and has rights to decide any matters should have been passed at the first meeting.

4.

At the request of the chairman of the shareholders’ meeting, the alteration of the meeting’s programme which was enclosed with the notice of meeting can be made as stipulated at the Clause 17.3 of this charter.

Article 19: Conducting and voting at the shareholders’ meeting

1.

The registration of shareholders or their proxies shall be performed by the company on the conduct of the meeting according to the list of parties entitled to participate in the Meeting.

2.

On registrating of shareholders, each shareholder or his proxy shall be granted a ballot paper indicating full name and variants for voting of that shareholder or his proxy. When voting is performed by ballots, votes on the agenda expressed as “for” shall be collected first, votes expressed as “against” shall be picked later, then counting total of “for” and “against” votes for the final decision. The total of “for” and “against” votes on each matter on the agenda or “abstain” votes will be announced by the chairman of the meeting right after the end of voting on that matter. The registrar shall be selected by the shareholders’ meeting or chairman of the meeting. The registrar has no more than three members.

3.

Late-comers are entitled to register to take part in and vote right on the conduct of the meeting without being interrupted by the chairman and having no impact on validity of the on-going voting turns.

4.

The shareholders’ meeting shall be chaired by the chairman of the Board of Directors. In the absence of the chairman of the Board of Directors, the deputy chairman of the Board of Directors or the person nominated by the shareholders’ meeting will play this role. Inter alia, the senior members of the board of directors shall hold a meeting to elect chairman for the shareholders’ meeting. The chairman is not necessary to be a member of the board of directors. Chairman or vice-chairman appointed by the shareholders’ meeting shall nominate a secretary to keep minutes of the meeting. In the event of election for chairman, his name and number of votes for him must be stated.

5.

Decisions made by the chairman on schedule, proceedings or matters arisen out of the schedule fo the meeting will be of the highest verdict.

6.

Chairman of the shareholders’ meeting has the rights to cancel the meeting even when there is presence of quorum and announce another time and place to resume the meeting without collecting suggestions from quorum in the following cases (a) there is a lack of convenient seats for all the attendants at the meeting (b) attendants’ behaviour makes noise or capable of creating noise in the meeting or (c) the postponement is necessary for the valid conducting of the meeting’s agenda. It is, besides, possible for the Chairman to put off the meeting on the agreement or at the request of the quorum at the shareholders’ meeting. The cancelling duration is no later than 3 days from the intended date of the open of the meeting. The resumed meeting will only take issues that should have been addressed into consideration.

7.

In the case that the chairman delays or halts the meeting in opposition to regulations at the Clause 6 Article 19, another person among attendants shall be nominated by the shareholders’ meeting to chair the meeting until the close of the meeting without affecting the validity of votings.

8.

It is capable for the chairman or secratary to do what is necessary to keep the conduct of meeting in validity and order or to ensure the majority’s desire to be voiced at the meeting.

9.

At the request of the board of directors, shareholders or their proxies have to be put under inspectation or security measures where necessary. In case that such inspectation or security measures are not abided by any shareholder or his proxy, he will be discharged from the meeting by the Board of Directors, at its prudent consideration.

10.

The Board of Directors, at its prudent consideration, ca be take appropriate measures to:

a.

Adjust the number of attendants at the main location of the meeting;

b.

Tight security for attendants at that location;

c.

Create conditions for shareholders to attend (or continue to attend) the meeting.

The Board of Directors has full powers to alter and apply such measures where necessary. Such applied measures can be in the form of admission ticket or other selected forms.

11.

If such above- mentioned measures shall be taken at the shareholders’ meeting, it is possible for the board of directors to:

a.

State the location of the meeting as shown in the notice with the presence of the chairman (“the main location of the meeting”);

b.

Arranging shareholders or their proxies who are not allowed to take part in this meeting by this Article or those who wish to hold the meeting at another place to take seats at the meeting at the same time;

Notice of the meeting without indicating measures of organization in details by this Article.

12.

Any shareholder will be considered as the attendant at the main location of the meeting in this Article (unless other circumstances).

The shareholders’ meeting must be held at least once a year. The annual General Shareholders’ Meeting shall not organized by means of opinions collecting in writen form.

Article 20: Approval of the shareholders’ meeting’s decisions

1.

Excluding the case stipulated at the Clause 2 Article 20, decisions made by the shareholders’ meeting on the following matters will be approved provided that there is up to 65% of casting votes by shareholders or their proxies.

a.

Approval of the annual financial statements;

b.

The company’s short and long –terms development plans

c.

Voting, discharging and replacing members of the Boards of Directors and Controllers and approval of the nomination of the Chief of Executive Officer by The Board of Directors.

2.

Decisions associating to such matters of the amendment and supplementation as to the company’s regulations, kinds of shares and volume of shares to be offered, re-structuring, merging and dissolution the company, transactions to sell the company’s or branches’ assets or transactions of buying conducted by the company or its branches worth of over 50% of the total assets which latest audited, will be passed when there is over 75% of total voting shares by shareholders or their proxies at the the shareholders’ meeting.

3.

In the event of approval by means of opinion collecting in the writen form, decisions will be accepted if there is an agreement reached by shareholders representing for at least 75% of the total of voting shares.

Article 21: Competence and forms of shareholders’ opinion collecting in the writen form to get decisions to be approved

Competence and forms of shareholders’ opinion collecting in the writen form for the approval of decisions will be carried out as follows:

1.

The Board of Directors has powers to collect shareholders’ suggestions in the writen documents fro the approval of decisions of the shareholders’ meeting whenever necessary for the benefit of the company;

2.

The Board of Directors has to prepare the opinion-collecting papers, draft resolutions of the shareholders’ meeting and clarification documents. The opinion-collecting papers in accompany with the draft resolutions and clarification documents must be sent by means of guarantee to the permanent addresses of each shareholder;

3.

The opinion-collecting papers should indicate:

a.

Full name, address of head office, number and granting date of the Business Registration Certificate, place of Business Registration;

b.

Aims of the opinion-collecting;

c.

Full name, permanent address, nationality, the identification card number, passport or other lawful personal confirmation of shareholder as individual; Full name, permanent address, nationality, the foundation decision number or the business registration number of shareholders or their proxies as an organization; quantity of shares of each kind and number of voting shares;

d.

Matters needed to be approval;

e.

Variants for voting on each matter expressed as “for”, “against” and “abstain”;

f.

Deadline to send the answered papers back to the company;

g.

Full name, signature of the chairman of the Board of Directors and the representative by law for the company;

4.

The answered papers must be signed by shareholder as an individual, the proxy or representative by law of shareholder as an organization.

The answered papers sent to the company should be carried in the sealed envelop and shall be kept intact until ballots are checked. Papers which sent to the company after the deadline defined in the contents or in the state of openning are all invalid;

5.

Ballot checking and minutes preparing should be performed by the Board of Directors in the witness of the Board of Controllers or shareholders taking no charge of managing the company. The minutes of ballot checking must show:

a.

Full name, address of the head office, number and date of Business Registration Certificate, place of Business Registration;

b.

The aims and matters for approval;

c.

Number of shareholders with the total of votes, including the valid and invalid ones, enclosed with the list of shareholders taking part in voting;

d.

Total of votes expressed as “for”, “against” and “abstain” on each item on the agenda;

e.

e. Approved decisions;

f.

Full name, signature of the chairman of the Board of Directors, representative by law for the company and for the ballot-checking supervisor.

Members of the Board of Directors should carry joint responsibilities with the supervisor on the precision of the minutes, damages arisen from decisions passed as the results of ballot fraud

6.

Minutes of ballot results must be sent to shareholders no later than 15 days from date of the end of ballot checking;

7.

The answered papers accompanied with minutes of ballot checking, verbatim approved resolution and relevant documents must be kept at the head office of the company;

8.

The decision approved by means of shareholders’ opinion collecting papers has the same value as the one passed at the General Shareholders’ Meeting.

Article 22: Minutes of the shareholders’ meeting

The president of the shareholders’ meeting is responsible for keep minutes of the shareholders’ meetings and sending them to all shareholders within 15 days from the date of the close of the meeting. The minutes of the shareholders’ meetings is considered as a clear evidence for the conduct of the meeting unless there is an opposition to the contents of the minutes brought forward within 10 days from the date of sending the minutes. The minutes must be writen Vietnamese signed by the chairman of the meeting and the secretary and prepared as stipulated in Enterprise Law and this charter. Note-taking papers, minutes, book of attendants’ signatures and the authority document must be kept at the head office of the company.

Article 23: Request to cancel decision of the shareholders’ meeting

Within 90 days from the date of reception of the minutes of the shareholders’ meeting or minutes of the ballot checking, members of the Board of Directors, Director or General Director, Board of Controllers have powers to request the Court or Arbitrator to veto the decision made by the shareholders’ meeting in the following cases:

1.

The proceedings and order of the summons the shareholders’ meeting is not in compliance with the company’s regulations and by-law;

2.

The proceedings and order of decision making and the decision’s contents violate the law or the company’s regulations.

VII. BOARD OF DIRECTORS

Article 24. Members of the Board and their tenure

1.

The Board must have at least five (05) members and at most eleven (11) members. The Board’s tenure is five (05) years. Its member’s tenure is no longer than five (05) years; the Board’s member can be re-elected many times. The numbers of the Board’s unmanaging independent members must account for at least one third of the total members of the Board.

2.

70% of the Board’s member must be nominated by the founding shareholders in the proportion of share possession of each founding shareholder. The founding shareholders have the right to add up their shares to vote and nominate the Board’s members.

3.

Those shareholders who hold a minimum of 1% of the suffraged shares in a continuous period of at least 6 months may add up their suffraged shares to vote and nominate the Board’s members. Shareholder or groups of shareholders who hold less than 10% of the suffraged shares in a continuous period of at least 6 months may nominate one Board member; those who hold from 10% to less than 30% of the suffraged shares may nominate two members; those who hold from 30% to less than 50% of the suffraged shares may nominate three members; those who hold from 50% to less than 65% of the suffraged shares may nominate four members and those who hold more than 65% of the suffraged shares may nominate the full members of the Board.

4.

In case the numbers of candidates for the Board are still less than the required quantity, the incumbent Board may nominate more candidates or a nomination will be organized according to the company’s regulation. The nomination mechanism or the method of nomination from the incumbent Board must be widely announced and approved by the Shareholder’s General Assembly before the nomination.

5.

The member will lose his/her status as one Board member in the following cases:

a.

That member is not eligible for Board member pursuant to the regulation of the Enterprise Law or he/she is prohibited by law;

b.

That member sends a request for resignation to the head office of the Company;

c.

That member has mental disorder and other Board members have technical evidence to prove that member has no longer civil capacity;

d.

That member is absent from the meetings of the Board in 6 consecutive months and during that period, the Board do not allow the absence of that member and decide that the position of that member is left empty;

e.

That member is dismissed from the post as Board member pursuant to the decision of the Shareholders’ General Assembly.

6.

The Board may appoint the new Board member to fill the vacancy and this new member must be approved by the next Shareholders’ General Assembly. After being approved by the Shareholders’ General Assembly, the nomination of that member takes effect on the date he/she is nominated by the Board.

7.

The nomination of the Board members must be announced according to the law on securities and stock exchange.

8.

The Board members are not necessary those who hold the Company’s shares.

Article 25. Rights and duties of the Board

1.

The Company’s business operation and other activities must be placed under the management and direction of the Board. The Board have full authority to execute all the rights in the name of the Company except for the competence of the Shareholders’ General Assembly.

2.

The Board have to supervise the Director or General Manager and other managerial staff.

3.

The rights and duties of the Board are defined by the law, the internal regulations of the Company and the decision of the Shareholders’s General Assembly. In details, the Board have the rights and duties as follows:

a.

To decide on the business development plan and the annual budget;

b.

To define the operation objectives on the basis of the approved strategic objectives by the Shareholders’ General Assembly;

c.

To appoint and dismiss the managerial staff of the Company at the General Manager’s request and decide on their salary;

d.

To decide on the structural organization of the Company;

e.

To deal with the Company’s complaints about the managerial staff as well as select the representative of the Company to settle the issues relating to the legal procedure against that managerial staff;

f.

To propose the types of issued shares and the total number of issued shares of each type;

g.

To propose the issuance of bonds, convertible bonds and other certificates of authority to allow their owners to buy shares at the defined price