Rights and obligations of members of the Board of Members under Law on enterprise 2020

Rights and obligations of members of the Board of Members under Law on enterprise 2020 of Vietnam as follows:

Article 49. Rights of members of the Board of Members

1. A member of the Board of Members has the rights to:

a) Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;

b) Have a number of votes that are proportional to the member’s holding, except for the cases specified in Clause 2 Article 47 of this Law;

c) Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled other financial obligations prescribed by law;

d) Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or goes bankrupt;

dd) Be given priority to contribute more capital when the company increases its charter capital;

e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;

g) File lawsuits in their own name of in the company’s name against the President of the Board of Members, the Director/General Director, other executives, legal representatives in accordance with Article 72 of this Law;

h) Other rights prescribed by this Law and the company's charter.

2. In addition to the rights specified in Clause 1 of this Article, a group of members that hold at least 10% of the charter capital (or a smaller ratio prescribed by the company's charter or in the cases specified in Clause 3 of this Article) also has the rights to:

a) Demand meetings of the Board of Members be convened to resolve issues within its jurisdiction;

b) Inspect, access logbooks and monitor transactions, accounting books and annual financial statements;

c) Inspect, access, make photocopies of the member register, meeting minutes, resolutions Decree decisions of the Board of Members and other documents of the company;

d) Request the Court to invalidate the resolution or decision of the Board of Members within 90 days from the end of its meeting if the meeting procedures or contents of the resolution or decision are not fully followed or contradict regulations of this Law and the company's charter.

3. In case a member holds more than 90% of the charter capital and the company's charter does not provide for any smaller ratio as prescribed in Clause 2 of this Article, the group of remaining members obviously have the rights specified in Clause 2 of this Article.

Article 50. Obligations of members of the Board of Members

1. Fully and punctually contribute capital as promised; take on a liability for the company’s debts and liabilities which is equal to the contributed capital, except for the cases specified in Clause 2 and Clause 4 Article 47 of this Law.

2. Do not withdraw capital from the company in any shape or form; except for the cases specified in Articles 51, 52, 53 and 68 of this Law.

3. Comply with the company's charter.

4. Implement the resolutions and decisions of the Board of Members.

5. Take personal responsibility when performing the following actions in the name of the company:

a) Violations of law;

b) Business operations or transactions that do not serve the company’s interests and cause damage to others;

c) Pay debts before they are due while the company is facing financial risks.

6. Other obligations prescribed by law.

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