A. Shareholder rights
* Shareholders are the owners company, have the rights and obligations corresponding to the number of shares and type of shares they own. Shareholders shall only be liable for debts and other property obligations of the Company to the extent of capital contributed to the company.
* Holder of common shares have the following rights:
* Participate in the General Assembly of Shareholders and exercise their right to vote in person or through an authorized representative;
* To receive dividends;
* Free transfer of shares has been fully paid under the provisions of this Charter and current legislation;
* To be given priority to buy new shares offered at a rate corresponding to common shares they own;
* Check the relevant information to shareholders in the list of shareholders eligible to participate in the General Assembly of Shareholders and request amendment of inaccurate information;
* To consider and consult, extract or copy of the company charter, minute book of shareholders' general meeting and the resolutions of the General Meeting of Shareholders;
* In case of dissolution of the Company, received a portion of the remaining assets in proportion to the shares held in company after company has paid its creditors and other shareholders in accordance with law;
* Ask the company acquired its stake in the cases stipulated in Article 90.1 of the Enterprise Law;
* A shareholder or group of shareholders holding 20% of the total number of common shares within six consecutive months have the following rights:
o Nominated members of the Board or the Supervisory Board under the relevant provisions in Article 29. 3 and 0. 2;
o request the convening of the General Assembly of Shareholders;
o inspect and receive copies or extracts of the list of shareholders entitled to attend and vote at the General Meeting of Shareholders.
o Requirements Control Board to examine each specific issue relating to the management and operation of the Company if necessary. The request must be made in writing and must include full name, permanent address, nationality, identity card number, passport or lawful personal certification for other shareholders as individuals; name, permanent address, nationality, number of establishment decision or business registration number of shareholders is held, the number of shares and date of registration of shares of each shareholder, the total number of shares of the group shareholders and ownership percentage in the total number of shares of the company issues to examine and test purposes;
B. Obligations of shareholders
Shareholders have the following obligations:
* Company comply with the charter and regulations of the Company abide by the decisions of the General Assembly of Shareholders, the Board;
* Payment for purchase of shares were subscribed under the regulations;
* Provide the correct address when registering to purchase shares;
* Complete other duties as prescribed by current law;
* Responsible individuals on behalf of the Company in any way to make one of the following acts:
o Violations of the law;
o To conduct business and other transactions to benefit or serve the interests of organizations and individuals;
o Payment of Debts undue financial risk that may occur to the Company.
C. General Meeting of Shareholders
* General Meeting of Shareholders is the highest authority of the Company. Annual shareholders meeting is held once a year. General Meeting of Shareholders to be held annually within four months from the end of the fiscal year.
* Board Meeting held to convene the annual meeting of shareholders and appropriate site selection. General Annual Meeting of Shareholders to decide issues in accordance with the law and the charter company, particularly through financial statements and annual financial budget for next fiscal year. The independent auditors are invited to attend the meeting to advise the adoption of the annual financial report.
* Board to convene extraordinary meeting of shareholders in the following cases:
* Board deems necessary in the interests of the Company;
* The balance of annual accounting, the semi-annual or quarterly reports or audit reports of the financial year reflecting the capital has lost a half;
* When the number of members of the Board members but less than the statutory or less than half the number of members specified in its charter;
* A shareholder or group of shareholders stipulated in Article 16. 3 of the Statute requires convening a meeting of shareholders by written request. Written request to convene the reason and purpose of the meeting, signed by the relevant shareholder (written recommendations can be made in multiple copies to be signed by all relevant stakeholders agencies);
* Supervisory Board request to convene the General Assembly if the Control Board has reason to trust that the Board members or senior management staff of serious violations of their obligations under Article 119 of the Enterprise Law or Board intends to act or to act beyond their powers;
* To convene the General Meeting of Shareholders extraordinary
* Board must convene a general meeting of shareholders within thirty days from the date of Board members remains as defined in Paragraph 3, Article 18 c, or receipt of the request specified in paragraph 3d and 3e Article 18.
* If the Board fails to convene a general meeting of shareholders as stipulated in Paragraph 4 of Article 18 is in a period of thirty days thereafter, the Control Board to replace the Board convened meeting Shareholders in accordance with paragraph 5 of Article 97 of the Enterprise Law.
* If the Control Board did not convene a general meeting of shareholders as stipulated in Article 18 paragraph 4b, within the next thirty days, the shareholder or group of shareholders with the requirements prescribed in Article 18 paragraph 3D is the right to replace the Board, Board of Control convened meeting of shareholders in accordance with paragraph 6 of Article 97 of the Enterprise Law.
In this case, a shareholder or group of shareholders to convene the General Meeting of Shareholders may request the business registration agency supervising and conducting meetings convened if necessary.
* All expenses for convening and conducting the General Meeting of Shareholders will be reimbursed by the company. This cost does not include the cost of spending by the shareholders attending the meeting of shareholders, including expenses for accommodation and travel.
D. Rights and duties of the General Meeting of Shareholders
* General Assembly annual shareholders have the right to discuss and approve:
* Financial statements audited annually;
* Report of the Supervisory Board;
* Report of the Board;
* Planning the development of short and long term company.
* General Meeting of Shareholders and Annual abnormalities through a written decision on the following issues:
* Approval of annual financial statements;
* The annual dividend payment for each class of shares in line with the Enterprise Law and the rights associated with that class of shares. This dividend rate is not higher than that recommended the Board after consultation with the shareholders at the General Meeting of Shareholders;
* The number of members of the Board;
* Choice of audit firms;
* Elect, dismiss and replace members of the Managing Board and Supervisory Board and approved by the Board of Directors or appointed chief executive officer;
* The total remuneration of the members of the Board and the remuneration report of the Board;
* Add and modify the charter company;
* Type the number of shares and new shares will be issued for each class of shares, and the transfer of shares of founding members within the first three years since its founding;
* The division, separation, consolidation, merger or conversion of the Company;
* Reorganization and dissolution (liquidation) of the Company and the liquidator appointed;
* Check and handle violations of the Board or Board of Control, causing damage to the Company and the shareholders of the Company;
* The sale of assets or subsidiary companies or transactions with a value of 50% or more of the total asset value of the Company and its subsidiaries recorded in the Company's financial reports, tested nearest settlement;
* The company acquired more than 10% of a class of shares issued;
* The Director or Chief Executive Officer and as Chairman of the Board;
* Company or affiliates of the Company has signed contracts with the persons specified in Article 120.1 of the Enterprise Law with a value equal to or greater than 20% of the total asset value of the Company and its subsidiaries of Company recorded in the financial statements were audited last;
* Other matters prescribed by this Charter and other regulations of the Company;
* Shareholders are not allowed to vote in the following cases:
* The contract stipulated in Article 19. 2 This regulation when such shareholders or persons related to such shareholders is a party to the contract;
* The purchase of shares of such shareholders or of persons related to such shareholders.
* All resolutions and other issues have been included in the agenda to be discussed and voted at the General Meeting of Shareholders.
E. The authorized representative
* The shareholders may attend the General Meeting of shareholders by law can directly participate in or authorize their representatives to attend. Where more than one authorized representative is appointed, then to determine the specific number of shares and votes of each representative.
* The authorization for a representative to attend the General Meeting of Shareholders must be made in written form of the company and must be signed by the following provisions:
* If the shareholders are individuals who are authorized to be signed by that shareholder and the persons authorized to attend the meeting;
* If the authorized representative of the shareholder is a person authorized organization must be signed by the authorized representative, legal representative of the shareholder and persons authorized to attend the meeting;
* In other cases, they must be signed by the legal representative of the shareholder and persons authorized to attend the meeting.
Person authorized to attend the General Meeting of Shareholders must submit written authorization before entering the meeting room.
* If the lawyers to sign an authorization for the designated representative, the representative appointed in this case only be considered valid if it represents the only paper to be presented along with a letter of authorization for lawyer or a valid copy of a letter of authorization (if not previously registered with the Company).
* Unless otherwise specified in Clause 3, Article 20, votes of persons authorized to attend meetings within the scope of authorization is still valid when one of the following cases:
* The authorization was dead, limited capacity for civil acts or lose their civil act capacity;
* The authorization to cancel the appointment was authorized;
* The authorization has been revoked by the competent implementation of the mandate.
This provision shall not apply in cases where the Company receives notification of an event in the forty-eight hours before the opening general meeting of shareholders or before the reconvened meeting.
G. The right to change
* The decision of the General Assembly of Shareholders (in the cases stipulated in Article 19.2 relating to the Company's share capital is divided into different classes of shares) on the change or cancellation of special rights attached to each class of shares will only be passed when the written consent of holders of at least 75% of voting shares issued by that category.
* The organization of a meeting as the only valid when at least two shareholders (or an authorized representative of them) and hold at least one third of the par value of shares of that kind has administration. Where there is no sufficient number of delegates as mentioned above, will hold a meeting within thirty days thereafter and holders of shares of such kind (regardless of the number of people and number of shares) and present or through their authorized representatives are regarded as sufficient number of delegates required. At separate meetings mentioned above, who hold shares of the type that are present in person or through their representatives may request a secret ballot and each ballot is when there is a vote for each share Ownership of such kind.
* Procedures for conducting separate meetings be made so similar to the provisions of Article 23 and Article 25.
* Unless the terms of issue of shares otherwise provided, the special rights attached to all classes of shares with preferential rights for some or all of the issues related to sharing of profits or assets The Company will not be changed when the company issued additional shares of the same type.
H. Convene a general meeting of shareholders, the agenda, and inform the General Meeting of Shareholders
* Board convene a general meeting of shareholders, or the General Assembly of Shareholders shall be convened in the cases provided for in Article 18. 4 b or Article 18. 4 c.
* The convenor of the General Assembly of Shareholders shall have the following duties:
* Prepare a list of shareholders eligible to participate and vote at the general assembly within thirty days before the start of the General Assembly of shareholders meeting agenda and documents in accordance with appropriate laws and regulations of the Company;
* Determine the time and venue of the congress;
* Report and notice of shareholders' general meeting to all shareholders entitled to attend the meeting.
* Notice of General Meeting of shareholders must include the agenda and other relevant information on issues to be discussed and voted at the meeting. For shareholders made the depository shares inform the General Meeting of Shareholders may be sent to depository institutions, and published in the media of the Securities Exchange / Center Stock Exchange, the Company's website, 01 central newspaper or local newspaper where 01 companies are headquartered. For shareholders who have not made the depository shares inform the General Meeting of Shareholders may be sent to shareholders by moving the hands or mailed by a method to ensure that the registered address of shareholders, or to the address provided by such shareholders to serve the information submitted. Where the shareholder has notified the Company in writing on the fax number or e-mail address, notify the Shareholders' Meeting may be sent to the fax number or email address that. Where are the shareholders who work in the company, notice may be placed in sealed envelope sent directly to them at work. Notice of General Meeting of shareholders must be sent at least fifteen days before the general meeting of shareholders, (the date the notice is sent or transferred legally, be charged or be removed the mailbox.) Where the company has a website, inform the General Meeting of shareholders must be published on the website of the Company together with notice to the shareholders.
* A shareholder or group of shareholders referred to in Article 16. 3 of this Charter can propose issues included in the agenda the General Meeting of Shareholders. Proposals must be made in writing and must be submitted to the Company at least three working days before the opening of the General Assembly of Shareholders. Proposals must include the full names of shareholders, the number and type of shares held by such person, and content of the proposal included in the agenda.
* The General Assembly convene a meeting of shareholders may reject the recommendations relating to paragraph 4 of Article 22 in the following cases:
* Proposals are not sent on time or not enough, no matter;
* At the time of the proposal, a shareholder or group of shareholders do not have at least 5% of ordinary shares in the continuous period of at least six months.
* The proposal is not within the scope of jurisdiction of the General Assembly of shareholders to discuss and adopt.
* Board to prepare draft resolutions for each issue in the agenda.
* If all shareholders representing 100% of the shares with voting rights participate directly or through an authorized representative at the meeting of shareholders, the decision by the General Assembly unanimously approved by shareholders are considered valid even in cases where the General Assembly convened shareholders without due process or voting no content in the program.
I. The conditions for convening the General Meeting of Shareholders
* General Meeting of Shareholders to be held when the number of shareholders representing at least 65% of the shares with voting rights.
* Where there is no sufficient number of delegates needed within thirty minutes after the time set for opening the meeting, the meeting must be convened within thirty days from the date scheduled for the General Assembly shareholders first. General Meeting of Shareholders reconvened only be conducted when the participants are the shareholders and authorized representatives to attend the meeting representing at least 51% of the shares with voting rights.
* If the General Assembly a second time is not conducted in the absence of sufficient number of delegates needed within thirty minutes after the time set for opening of the congress, the General Assembly of the third shareholders may be convened within twenty days after plans to conduct a second conference, and in this case conference is conducted regardless of the number of shareholder or authorized representative to attend and be considered valid and right to decide all matters which the General Assembly of Shareholders may be the first assent.
* The Chairman proposed the General Assembly of shareholders entitled to change the agenda has been attached with the invitation under Article 22. 3 of this Charter.
K. The procedures for conducting meetings and voting at the General Meeting of Shareholders
* On the day of the General Assembly of Shareholders, the Company must perform the procedures for registration of shareholders and shall until the registration of shareholders entitled to attend all meetings available for registration.
* When conducting the register of shareholders, the Company will issue to each shareholder or proxy voting a voting card, on which a registration number, name of the shareholder, the full name authorized representative and the number of votes of such shareholders. When conducting voting at the meeting, the card supports the resolution were included, the number of cards against the resolution were the following, the final count of votes for or against to decide. Total number of votes in favor, opposed each issue or abstained, will be chairman announced after conducting the voting issue. Congress will choose among the delegates who shall supervise the counting of votes or counting votes, and if Congress does not choose the Chair will select those people. Number of voting committee members shall not exceed three.
* A shareholder who attends the meeting of shareholders has the right to sign up late and then have the right to participate and vote at the meeting. The chairman shall not have to stop meeting for shareholders to late effectiveness of registration and voting drives conducted before shareholders late entries will not be affected.
* General Meeting of Shareholders will by the President of the Board shall preside over cases where the Board Chairman is absent, the Vice Chairman of the Board or a person approved by the General Assembly of Shareholders will elect a chair. In case none of them could preside over the meeting, members of the Board present the highest position will meet to elect the chairperson of the General Assembly of Shareholders, the Chairman is not necessarily Board members. President, Vice President or the Congress Chairman is elected by shareholders to nominate a secretary to record the event. Where elected chairman, was named chairman and nominated for Chairman of the vote to be announced.
* The Chairman's decision on process, procedures or events arising out of the congress program will offer shareholders the highest award.