Saturday 29/02/2020

You Are Here: Home » Business Law » Decision No. 07/2002/QD-VPCP dated November 19, 2002 of the Minister Director of Government’s Office promulgating the model charter applicable to listing companies

THE OFFICE OF GOVERNMENT
——-
SOCIALIST REPUBLIC OF VIET NAM
Independence – Freedom – Happiness
————
No: 07/2002/QD-VPCP Hanoi, November 19, 2002

DECISION

OF THE MINISTER-DIRECTOR OF THE GOVERNMENT’S OFFICE PROMULGATING THE MODEL CHARTER APPLICABLE TO LISTING COMPANIES

THE MINISTER-DIRECTOR OF THE GOVERNMENT?S OFFICE

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the June 12, 1999 Law on Enterprises;

Pursuant to the Prime Minister’s Decision No. 40/2002/QD-TTg of March 18, 2002 on competence to promulgate legal documents for the exercise of State management over branches or fields managed by the agencies attached to the Government;

Pursuant to the Prime Minister’s Official Dispatch No.1170/CP-QHQT of September 30, 2002 on the implementation of conditions for the second disbursement of the SCPL (ADB);

At the proposal of the chairman of the State Securities Commission,

DECIDES:

Article 1.- To promulgate together with this Decision the Model Charter applicable to listing companies.

Article 2.- Basing themselves on the Model Charter stated in Article 1 of this Decision, the listing companies shall properly supplement and amend their own charters within 18 months as from the date this Decision takes effect. In case of necessity, the chairman of the State Securities Commission may consider and extend such time limit, but the extended duration shall not exceed 18 months.

Article 3.- Joint-stock companies which prepare for the listing, when compiling the dossiers of listing registration, shall have to commit themselves to amend their own charters to suit the Model Charter stated in Article 1 of this Decision and effect the supplementation and amendment of the charters within the time limit prescribed in Article 2 of this Decision.

Article 4.- This Decision shall take effect as from January 1, 2003.

The chairman of the State Securities Commission and the heads of concerned units shall have to implement this Decision.

  FOR THE MINISTER-DIRECTOR OF THE GOVERNMENT’S OFFICE
DEPUTY-DIRECTOR

Nguyen Minh Thong

MODEL CHARTER APPLICABLE TO LISTING COMPANIES
(Promulgated together with Decision No. 07/2002/QD-VPCP of November 19, 2002)

CHARTER JOINT-STOCK COMPANY
(The Company’s name)
PREAMBLE

This Charter of [name of the company] (hereinafter called “Company”) serves as legal basis for a joint-stock company, to be set up under the Enterprise Law (other laws specifically prescribed for companies such as telecommunications, transport, etc.) and under the decision of the Minister The Charter, the regulations of the Company, the resolutions of shareholders and the Managing Board, if approved regularly in accordance with the relevant legislation, shall be the binding rules and regulations to carry out the business activities of the Company.

This Charter is adopted by Company [when setting up the Company] or [associated with the offer for the first sale of shares to the public] or [shareholders of the Company under the resolution passed regularly at the shareholders meeting organized officially on day. month. year 200?].

I. DEFINITION OF TERMS IN THE CHARTER

Article 1.- Definition

1. Except otherwise provided for by clauses or contexts of this Charter, the following terms shall mean as defined below:

a. “Board” means the Managing Board of the Company.

b. “Business geographical area” means Vietnamese or foreign territory.

c. “Charter capital” means the capital contributed by all shareholders and prescribed in Article 5 of this Charter.

d. “The Enterprise Law” means the Enterprise Law passed on June 12, 1999 by the National Assembly.

e. “The founding date” means the date when the Company is granted the business registration certificate.

f. “Legislation” means all legal documents defined in Article 1 of the Law on Promulgation of Legal Documents, promulgated on November 12, 1996.

g. “Managerial officials” mean the executive general director (director), the deputy- executive general director, the chief accountant and other officials appointed by the Managing Board to be managerial officials of the Company.

h. “The concerned persons” mean any individuals or organizations prescribed in Article 3 (14) of the Enterprise Law.

i. “Shareholders” mean all natural persons or legal persons, whose names are inscribed in the Company’s shareholder registers in their capacity as share owners.

j. “Duration” means the initial duration of the Company as provided for in Article 2 of this Charter and every extended time, adopted by a resolution of the shareholders general assembly and approved by the Managing Board.

k. “Vietnam” means the Socialist Republic of Vietnam.

2. In this Charter, any reference to any clause or any document shall cover their amendments or substitute documents.

3. The headings included herein aim only to facilitate the monitoring and do not affect the significance of this Charter;

4. Words and terms defined in the Enterprise Law (if not contradictory with subjects or contents) shall have the meanings similar to those in this Charter.

II. NAME, FORM, HEAD-OFFICE, BRANCH(ES), REPRESENTATIVE OFFICE(S) AND OPERATION DURATION OF THE COMPANY

Article 2.- Name, form, head-office, branch(es), representative office(s) and operation duration of the Company

1. The lawful name of the Company in Vietnamese is ” Cp”. The lawfully registered name of the Company in English is “..,”. [ The transaction name of the Company is ""].

2. The Company is a joint-stock company having its legal person status in accordance with Vietnamese law.

3. The registered head-office of the Company is:

Address:

Telephone:

Fax:

[E-mail:

Website: ]

4. The Managing Board chairman or the executive general director (director) is the Company’s representative at law.

5. The Company may set up branch(es) and representative office(s) in business geographical areas in order to achieve its objectives in accordance with the Resolution of the Managing Board and within the scope permitted by law.

6. Except when the Company terminates its operation ahead of time according to Articles 43.2 and 44 or extends its operation according to Article 45 of this Charter, its operation duration shall start from its founding date and is [indefinite]/[ ...] years.

III. OBJECTIVES, BUSINESS AND OPERATION SCOPE OF THE COMPANY

Article 3.- The objectives of the Company

1. The Company’s business fields are

2. The Company’s objectives are

3. [Other objectives]. If any of these objectives requires the managing agency’s approval, the Company can materialize such objective only after it is approved by the competent body.

Article 4.- Scope of business and operation

1. The Company is allowed to plan and carry out all business activities according to the provisions of the business registration certificate and this charter and in accordance with the provisions of law, and adopt appropriate measures to attain its objective(s).

2. The Company may effect other business forms permitted by law, which the Managing Board deems most beneficial to the Company.

IV. CHARTER CAPITAL, SHARES AND FOUNDING SHAREHOLDERS

Article 5.- Charter capital, shares, founding shareholders

1. All the shares issued by the Company are common shares, including the shares held by the State or the shares of the Company on the date this Charter is adopted include common shares, [dominant shares], [special shares] and [preference shares]. The rights and obligations accorded to (each type of) shares are prescribed in Article 10.

2. On the date this Charter is adopted, the Company’s charter capital is VND [in numerals] (in words).

The Company’s total charter capital is divided into [.....] shares with the par-value of [VND 10,000/share].

3. The Company can increase its charter capital only when it is so approved by the shareholders general assembly in accordance with the provisions of law.

4. The Company may issue other kinds of preference shares after it is so approved by the shareholders general assembly in accordance with the provisions of law.

5. The Company may issue shares with prices paid by installments. The installment payment periods and the periodically-paid amount must be determined at the time of share issuance.

6. [Name, address and quantity of shares as well as other details on the founding shareholders as prescribed by the Enterprise Law shall be mentioned in Appendix I enclosed herewith. This Appendix constitutes a part of this Charter].

7. The new common shares expected to be issued shall be given priority in offering for sale to shareholders in percentage corresponding to the percentage of the common shares of each shareholder in the Company. The Company must announce the sale offer, clearly stating the volume of shares offered for sale and the reasonable duration (not less than twenty one days) so that the shareholders shall order the purchase. The shares not bought up by shareholders shall be subject to the Managing Board’s control. The Managing Board may distribute (or donate the rights to select and purchase) those shares to various subjects under the conditions and by modes, which the Managing Board deem appropriate, provided that those shares must not be sold under conditions more favorable than the conditions offered for sale to shareholders, unless otherwise agreed upon by the shareholders or where the shares are sold via securities trading centers.

8. The Company may buy shares of its own (including the reimbursed shares) by modes prescribed in the Enterprise Law and relevant laws in accordance with the competence permitted by the shareholders general assembly under the provisions of this Charter and the Enterprise Law. Shares repurchased by the Company shall be kept as treasury shares and may be offered by the Managing Board for sale in the form permitted by the shareholders general assembly and compatible with the provisions of the legislation on securities and securities market.

9. The Company may issue guaranteed and non-guaranteed bonds, and, upon the ratification by the shareholders general assembly, may issue bonds which can be converted into shares and the rights to order the purchase, permitting the right holders to purchase shares in accordance with the provisions of legislation on securities and securities markets.

Article 6.- Share certificate

1. Every shareholder is entitled to be granted a certain share certificate, except for cases defined in Article 6.8.

2. Every issued share certificate must be stamped with the Company’s seal and signed by the Company’s representative at law according to the provisions in the Enterprise Law. This certificate shall clearly state the volume and type of relevant shares, the money amount already paid, the holder’s full name (if it is the registered share) and other information stipulated by the Enterprise Law. A registered share certificate only represents a type of share.

3. Under the provisions of this Charter, any person having his/her name inscribed in the shareholders register relating to a share of any type shall be granted a certificate free of charge (in case of issuance) within two months (or longer as prescribed by the issuance clause) after the purchase or transfer (in case of transfer).

4. In cases where only a number of registered shares in a registered share certificate is transferred, the former certificate shall be abolished and a new certificate acknowledging the remaining share numbers shall be granted free of charge.

5. If a registered share certificate is damaged, erased or crossed, lost, stolen or destroyed, a new share certificate acknowledging the corresponding number of shares shall be granted to the holder at his/her request provided that he/she must produce evidencing papers and pay all relevant expenses to the Company.

6. The bearer share certificate holders must bear independent responsibility for the preservation of certificates and the Company shall not be responsible in all cases where these certificates are stolen or used for the purposes of deception.

7. All forms of share certificates or bonds or other securities of the Company (except sale offer letters, provisional certificates and similar documents) shall be issued with seal and specimen signature of the Company’s representative at law, except otherwise provided for by existing certificate-related provisions and conditions.

8. Based on the provisions of the Enterprise Law and the legislation on securities and securities market, the Company may issue registered shares not in form of certificate and permit all shares (regardless of whether the shares are issued in this form or not) to be transferred not necessarily with transfer documents; or depending on each time, the Managing Board may issue other regulations to replace the corresponding regulations in this Charter on certificate and share transfer.

Article 7.- Share transfer

1. All shares can be freely transferred except otherwise provided for by this Charter and law. All shares listed at the Securities Trading Centers shall be transferred under the regulations of the State Securities Commission and the Securities Trading Centers.

2. [Within 3 years as from the founding date, the founding shareholders must together hold at least 20% of the total number of transferable common shares and in cases where the number of these shares are transferred to persons other than the founding members, the consent of the shareholders general assembly in the Company is required.

3. *[The founding shareholders must not withdraw from their capacity as the Company’s members within the first two fiscal years of the Company. The termination of the member’s capacity must be proposed in writing and sent officially by mail to the Managing Board. In this case, the remaining founding shareholders shall be given priority right to buy first the number of shares of the above founding shareholders in a percentage corresponding to the number of their owned shares].

4. Except otherwise provided for by the Managing Board (in accordance with the provisions of the Enterprise Law), all transfers of registered shares can be effected through written transfer by the common way or any other way acceptable to the Managing Board, or can also be effected through handing. The registered shares must be transferred via the Securities Trading Centers in accordance with the regulations and statutes of the State Securities Commission and the Securities Trading Centers. The transfer papers are signed by or on behalf of the transferor and (except for cases where share certificates have already been fully paid) by or on behalf of the transferee. The transferor remains to be owners of relevant shares until the name of the transferee is inscribed in the shareholders register, except where the transferor authorizes the transferee to attend the shareholders general assembly taking place during that time under the provisions in the Enterprise Law.

5. The Managing Board shall be fully entitled to refuse to register the transfer of any registered share not yet fully paid.

6. When a shareholder dies, his/her heirs or the managers of the deceased’s property shall be recognized by the Company as the only person(s) entitled to own or enjoy benefits from the shares, but this regulation shall not free the dead shareholder’s property from all liabilities associated to any shares held by such person.

Article 8.- Withdrawal of shares

1. If a shareholder fails to fully pay on time the money amount to be paid for share purchase, the Managing Board may send a notice to such shareholder at any time, requesting him/her to pay such amount together with the possible accrual of interests thereon and the expenses incurred by the Company due to the failure of payment.

2. The above-mentioned notice must clearly state the new payment time limit (at least 7 days as from the date of sending the notice) and venue and clearly state that if the payment is not made strictly according to the request, the shares not yet paid up shall be withdrawn.

3. If the requests stated in a notice mentioned above are not satisfied, the Managing Board may withdraw every share already stated in the notice at any time before fully paying all payable amounts, interest amounts and relevant expenses. Such withdrawal shall cover all dividends announced for the withdrawn shares and not yet paid by the time of withdrawal. The Managing Board may accept the hand-over of withdrawn shares under the regulations below and in other cases prescribed in this Charter.

4. A withdrawn or handed share shall become the Company’s property and may be sold, redistributed or handled in other ways for the person who had once held such share before the withdrawal or hand-over, or for any other person under the conditions and by ways, which Managing Board deems appropriate. If necessary, the Managing Board may authorize a number of people to transfer the above share to any other person.

5. A shareholder who holds the withdrawn or handed shares shall have to abandon his/her capacity as shareholder over such shares but still have to pay to the Company all money amounts related to those shares, which must be paid to the Company by the time of withdrawal or hand-over plus the interests thereon in percentage (not