1. The Board of Management is the body managing the company and shall have full authority to make decisions in the name of the company and to exercise the rights and discharge the obligations of the company which do not fall within the authority of the General Meeting of Shareholders.
2. The Board of Management shall have the following rights and duties:
(a) To make decisions on medium term development strategies, and plans, and on annual business plans of the company;
(b) To recommend the classes of shares and total number of shares of each class to be offered;
(c) To make decisions on offering new shares within the number of shares of each class which may be offered; to make decisions on raising additional fund in other forms;
(d) To make decisions on offering shares and bonds of the company;
(dd) To make decisions on redemption of shares in accordance with the provisions in article 91.1 of this Law;
(e) To make decisions on investment plans and investment projects within the authority and limits stipulated in this Law and the charter of the company;
(g) To make decisions on solutions for market expansion, marketing and technology; to approve contracts for purchase, sale, borrowing, lending and other contracts valued at fifty (50) or more per cent of the total value of assets recorded in the latest financial statements of the company, or a smaller percentage as stipulated in the charter of the company, except for contracts and transactions stipulated in clauses 1 and 3 of article 120 of this Law;
(h) To appoint, dismiss or remove, and to sign or to terminate contracts with the director or the general director and other key managers of the company as stipulated in the charter of the company; to make decisions on salaries and other benefits of such managers; to appoint an authorized representative to implement ownership rights of shares or of capital contributed to other companies, and to make decisions on the level of remuneration and other benefits of such persons;
(i) To supervise and direct the director or general director and other management personnel in their work of conducting the daily business of the company.
(k) To make decisions on the organizational structure and internal management rules of the company, to make decisions on the establishment of subsidiary companies, the establishment of branches and representative offices and the capital contribution to or purchase of shares from other enterprises;
(l) To approve the program and contents of data servicing the General Meeting of Shareholders; to convene the General Meeting of Shareholders or to obtain written opinions in order for the General Meeting of Shareholders to pass decisions;
(m) To submit annual final financial reports to the General Meeting of Shareholders;
(n) To recommend the dividend rates to be paid, to make decisions on the time-limit and procedures for payment of dividends or for dealing with losses incurred in the business operation;
(o) To recommend re-organization or dissolution of the company, or to request bankruptcy of the company;
(p) Other rights and duties stipulated in this Law and the charter of the company.
3. The Board of Management shall pass resolutions by way of voting at meetings, obtaining written comments, or otherwise as stipulated in the charter of the company. Each member of the Board of Management shall have one vote.
4. When implementing its functions and performing its duties, the Board of Management shall correctly comply with the provisions of law, the charter of the company and decisions of the General Meeting of Shareholders. If the Board of Management passes a decision which is contrary to law or contrary to provisions of the charter of the company causing loss to the company, then the members who agreed to pass such decision shall be jointly liable as individuals for that decision and they must compensate the company for loss; any member who opposed passing of the decision shall be exempt from liability. In such a case, a shareholder owning shares in a company for a minimum consecutive period of at least one year shall have the right to request the Board of Management to suspend implementation of a decision mentioned above.

• Contact directly at the following address:

          Daiviet Law Firm
          Daiviet Notary Office
          No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
          Tel: (84-4) 37478888/  Hot-line: 0933 668 166
          Fax: (84-4) 37473966

•       Via email: info@luatdaiviet.vn
•       Telephone and/or fax.