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THE MINISTRY OF
FINANCE
STATE SECURITIES COMMISION OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No: 2463/UBCK-QLCB
Re: application of the Circular
No.121/2012/TT-BTC in accordance with the Law on Enterprise dated 2014
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Hanoi, May 11,
2016
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To: Public
companies
Pursuant to the Law on Enterprises dated 2014, the
State Securities Commission of Vietnam hereby requests public companies to
apply the Circular No.121/2012/TT-BTC on public company administration dated
July 26, 2012 by the Minister of Finance (hereinafter referred to as “Circular
No.121/2012/TT-BTC “) in accordance with the Law on Enterprises dated 2014. To
be specific:
I. With respect to the application of the Circular
No.121/2012/TT-BTC
1. Involved persons mentioned
in clause 1, Article 2 of the Circular No.121/2012/TT-BTC is construed as
to clause 34, Article 6 of the Law on Securities and clause 17, Article 4 of
the Law on Enterprises.
2. The right to participate in
the General Assembly of Shareholders shall be consistent with that in clause 4,
Article 6 of the Circular No.121/2012/TT-BTC and the Law on Enterprises.
3. The President of the Board
of Directors shall not concurrently hold the title of Director General
(Director) of the same public company as stipulated in clause 3, Article 10 of
the Circular No.121/2012/TT-BTC and clause 2, Article 52 of the Law on Enterprises.
4. The undersigned of minutes
of meetings of the Board of Directors mentioned in clause 2, Article 15 of the
Circular No.121/2012/TT-BTC is prescribed in point i, clause 1, Article 154 of
the Law on Enterprises.
5. Salaries of Members of the
Board of Director shall be included in the annual financial statement as
prescribed clause 3, Article 16 of the Circular No.121/2012/TT-BTC and clause 3
of the Law on Enterprises.
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7. Requirements for the Chief
of the Control Board shall be conformable to provisions of clause 2, Article 19
of the Circular No.121/2012/TT-BTC and clause 2, Article 163 of the Law on
Enterprises.
8. The announcement of
relevant benefits shall be carried out in accordance with Article 23 of the
Circular No.121/2012/TT-BTC and Article 159 of the Law on Enterprises.
9. Transactions carried out by
parties stipulated in clause 3, Article 24 of the Circular No.121/2012/TT-BTC
shall conform to clause 5, Article 113, and clause 1, Article 115 of the Law on
securities and clause 17, Article 4 of the Law on Enterprises.
II. With respect of the model charter issued
together with the Circular No.121/2012/TT-BTC
1. The value of traded assets
within the administration of the General Assembly of Shareholders
stipulated in point m, clause 2, Article 14 of the model charter shall be
conformable to that in point Article, clause 2, Article 5 of the Law on
Enterprises.
2. The list of shareholders
having the right to attend General meetings of Shareholders stipulated in point
a, clause 2, Article 17 of the model charter shall be compiled in accordance
with the clause 1, Article 137 of the Law on Enterprises.
3. The invitation to the
General Meeting of shareholders prescribed in clause 3, Article 17 of the model
charter shall be consistent with provisions in Article 39 of the Law on
Enterprises.
4. Conditions for convening
General meetings of shareholders prescribed in Article 18 of the model charter
shall be conformable to that in Article 141 of the Law on Enterprises.
5. Decisions by the General
Assembly of shareholders prescribed in Article 20 of the model charter shall be
ratified in accordance with Article 144 of the Law on Enterprises.
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7. Minutes of General Meetings
of shareholders prescribed in Article 22 of the model charter shall be
submitted to shareholders in accordance with clause 3, Article 146 of the Law
on Enterprises.
8. The President of the Board
of Directors prescribed in clause 1, Article 26 of the model charter shall not
concurrently hold the title of Director General (Director) of the same public
company as stipulated in clause 3, Article 10 of the Circular
No.121/2012/TT-BTC and clause 2, Article 52 of the Law on Enterprises.
9. The time limits for
convening meetings of the Board of Directors after it is requested as
prescribed in clause 4, Article 2 of the model charter shall be conformable to
clause 5, Article 15 of the Law on Enterprises.
10. The invitation to meetings
of the Board of Directors prescribed in clause 7, Article 27 of the model
charter shall conform to provisions in clause 6, Article 153 of the Law on
Enterprises.
11. Requirements for the Chief
of the Control Board and it members stipulated in clause 1, Article 32 of the
model charter shall be conformable to provisions of Article 18 of the Circular
No.121/2012/TT-BTC and clause 2, Articles 163 and 164 of the Law on
Enterprises.
PP. THE
PRESEIDENT OF DEPARTMENT OF SECURITIES OFFERING MANAGEMENT
DIRECTOR
Truong Le Quoc Cong