Passing of resolutions of General Meeting of Shareholders
Passing of resolutions of General Meeting of Shareholders
1. The General Meeting of Shareholders shall pass resolutions which fall within its power by way of voting in the meeting or obtaining written opinions.
2. If the charter of the company does not contain any provision, then a decision of the General Meeting of Shareholders on the following matters must be passed by way of voting at the General Meeting of Shareholders:
(a) Amendment of or addition to the charter of the company;
(b) Passing the orientation of development of the company;
(c) Decision on classes of shares and the total number of shares of each class with the right to be offered for sale;
(d) Appointment, discharge or removal members of the Board of Management and Inspection Committee;
(dd) Decisions on investments or the sale of assets valued at equal to or more than fifty (50) per cent of the total value of assets recorded in the latest financial statements of the company, if the charter of the company does not stipulate another percentage;
(e) Passing the annual financial statements;
(g) Reorganization or dissolution of the company.
3. A resolution of the General Meeting of Shareholders shall be passed in a meeting when all the following conditions are satisfied:
(a) It is approved by a number of shareholders representing at least sixty five (65) per cent of the total voting shares of all attending shareholders; the specific percentage shall be stipulated in the charter of the company.
(b) In respect of resolutions on classes of shares and total number of shares of each class with the right to be offered; on amendments of and additions to the charter of the company; on re-organization or dissolution of the company; in respect of investments or sale of assets equal to or more than fifty (50) per cent of the total value of assets recorded in the latest financial statements of the company, if the charter of the company does not otherwise stipulate, the approval by a number of shareholders representing at least seventy five (75) per cent of the total voting shares of all attending shareholders shall be required; the specific percentage shall be stipulated in the charter of the company.
(c) Voting to elect members of the Board of Management and of the Inspection Committee must be implemented by the method of vote accumulative election, whereby each shareholder shall have as his total number of votes the total number of shares he owns multiplied by the number of members to be elected to the Board of Management or Inspection Committee, and each shareholder shall have the right to accumulate all his votes for one or more candidates.
4. Decisions passed by the General Meeting of Shareholders with the number of shareholders directly or by authorized persons participating which represents one hundred (100) per cent of the total number voting shares shall be valid and shall be immediately effective even if the order and procedures for convening the meeting and the contents of the meeting program and the procedures for conducting the meeting were not implemented correctly in accordance with the regulations.
5. Where a resolution is passed by obtaining written opinions, a resolution of the General Meeting of Shareholders shall be approved when it is approved by a number of shareholders representing at least seventy five (75) per cent of the total voting shares. The specific percentage shall be stipulated in the charter of the company.
6. Resolutions [decisions] of the General Meeting of Shareholders shall be notified to shareholders entitled to attend the General Meeting of Shareholders within fifteen (15) days from the date of approval thereof.
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Daiviet Law Firm
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No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
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