TIMAH RESOURCES LIMITED — Governance Information 2015

Sep 14, 2015

Constitution

Vietnam Emerging Capital Limited

Constitution

Table of contents

Table of contents
1 Shares and variation of rights	1
Operative provisions	1
Nature of Company	1
Issue of shares	1
Number of shareholders	1
Price on issue	1
Issue of classes of shares	1
Non-variation of rights	1
Variation of rights	1
Redeemable preference shares	2
Holder's right to participate in profits and property	2
Holder's other rights	2
Redemption of redeemable preference shares	2
2 Brokerage and commission	3
Power to pay brokerage and commission	3
Disclosure of commission	3
3 Shares held on trust or jointly	3
Registered holders treated as absolute owners	3
Non-recognition of other interests	3
Joint holders	3
4 Certificates	3
Entitlement to certificates	3
Delivery to joint holders	4
5 Lien	4
Lien on unpaid capital	4
Lien on other money owing	4
Lien to apply to dividends	4
Uncertificated Shares	4
Company's right of sale	5
Restrictions on sale	5
Effect of sale of shares over which the Company has lien	5
Proceeds of sale	5
6 Calls on shares	5
Payments due on fixed dates	5
Calls	5
Notification of call	5
Revocation of call	6
Deemed time of call	6
Liability of joint holders	6
Interest on outstanding sums	6
Differentiation between holders	6
Pre-payment of calls	6
Suspension of privileges	6
7 Alteration of capital	6

Constitution
Power	6
Reduction of capital	7
8 Transfer of shares	7
Form of transfer	7
Execution of instruments of transfer	7
Refusal to register	7
No transfer to an infant	8
Notice of Refusal	8
Certificate to be given up on transfer	8
When transfer books and register may be closed	8
9 Transmission of shares	9
Recognised interests	9
Transmission	9
Personal representatives and joint holders	9
10 Forfeiture of shares	10
Procedure for forfeiture	10
Application to dividends	10
Rights of sale	10
Cessation as a member	10
Evidence of forfeiture	10
Manner of forfeiture	11
Residue on sale	11
Certificates	11
Application to further calls	11
11 Annual General Meetings	11
Nature of business	11
12 General meetings	12
Power to convene	12
Power to postpone	12
Notice	12
Notice period and content	12
Circular resolution	12
Omissions	12
13 Proceedings at general meetings	12
Quorum	12
Effect of no quorum	12
Chairperson of directors	13
Vacancy in chairperson	13
Adjournment	13
Notice where a meeting is adjourned for 30 days	13
Form of notice for adjourned meeting	13
Right to discuss the management of the Company	13
Voting on show of hands	13
Poll	14

Constitution

Chairperson's vote	14
Proxy holders and representatives voting rights	14
Votes of joint holders	15
Incapacity	15
Disentitlement to vote	15
Objection to voter	15
Appointment of proxy	15
Lodgement of proxy	16
Effect of proxy vote	16
14 Appointment, removal and remuneration of directors	17
Minimum and maximum number of directors on incorporation	17
Change to numbers of directors	17
Period of office	17
Retirement by rotation	17
Retiring directors to remain in office until successors appointed	17
Casual vacancy	17
Removal by members	18
Appointment by Members	18
Directors' fees and remuneration	18
Directors' expenses	18
Special remuneration	18
Increase in fees	18
No share qualification	19
Vacation of office	19
15 Powers and duties of directors	19
General power of management	19
Borrowing Powers	19
Options	19
Negotiable Instruments	20
16 Proceedings of directors	20
Directors to regulate as quorum	20
Convening of meetings	20
Written resolution	20
Deemed date of passing resolution	20
Telephone and other meetings	20
Decisions of the directors	21
Minutes of meeting of directors	21
Chair must sign minutes	21
Appointment of alternate director	21
Ending of appointment of alternate director	21
Authority to act where vacancy	22
Chairperson	22
Substitute chairperson	22
Committee of directors	22
Regulation of committee of directors	22

Constitution

Determination by majority vote	23
No casting vote	23
Defects in appointments	23
Disqualification	23
Director's personal interests	23
Declaration of interests	23
Interests obtained post contract	23
Interested directors not included in quorum	23
Failure to disclose	24
Directors of related corporations	24
Interested director may attest seal	24
Director's guarantee	24
Partnership/other interests	24
Directors aware of interest	24
17 Managing director	25
Appointment	25
Cessation of appointment	25
Remuneration	25
Powers of managing director	25
18 Secretary	25
19 Seal	25
Directors may elect to adopt a Seal	25
Safe custody of Seal	25
Authority to use Seal	25
Where no seal is adopted	26
20 Minutes	26
Minutes of meetings	26
21 Records	26
Records	26
Keeping records	26
22 Powers of attorney	27
Powers of attorney	27
Limits on power	27
23 Auditor	27
24 Dividends and reserves	27
Declaration	27
Interim dividends	27
Source of dividends	27
Reserved profits	27
Entitlement to dividends	28
Ranking of dividends	28
Amounts advanced on shares	28
Deduction from dividends of money owing	28
Payment of dividends by distribution of property	28
Directors to settle differences	28
Payment of dividends by cash	28
25 Transfers	29

Constitution

Authority to capitalise profits	29
26 Notices	29
Method	29
Deemed receipt	29
Notice to joint holders	29
Notice in case of death or bankruptcy	30
Persons entitled to notice	30
27 Winding up	30
Division of property among members	30
Vesting property on trustees	30
28 Indemnity	30
Insurance premiums	31
Restricted Securities	31
Non-marketable parcels	31
Notice	31
29 Miscellaneous	32
Replaceable rules do not apply	32
Limited liability	32
Compliance with Listing Rules	32
Definitions and interpretation	33
Compliance with SCH Business Rules	33
Definitions and interpretation	33

Constitution

Operative provisions

1 Shares and variation of rights

Nature of Company

• 1.1 The Company is a public company. It is limited by shares.

Issue of shares

• 1.2 Subject to the Listing Rules, the directors have sole power to issue shares or options to buy or subscribe for shares in the Company. Subject to this document, the Corporations Act 2001 and the Listing Rules, shares and options in the Company may be issued on any conditions as determined by the directors.

Number of shareholders

• 1.3 There is no limit on the number of shareholders the Company may have.

Price on issue

• 1.4 The directors may issue and allot shares in the Company at any price they consider appropriate.

Issue of classes of shares

• 1.5 Subject to this document, the directors may issue classes of shares in the Company as they think fit with preferred, deferred or other special rights or restrictions, and with such rights to dividend, voting, return of capital or otherwise and at such price as the directors think fit. An issue of shares under this clause is without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but is subject to the Corporations Act 2001 and the Listing Rules.

Non-variation of rights

• 1.6 The rights conferred on the holders of the shares of any class are deemed not to be varied by the creation or issue of further shares ranking equally with them unless otherwise expressly provided by the conditions of issue of the shares of that class.

Variation of rights

• 1.7 The Company can only vary the rights attaching to a class of shares if one of the following applies:

• 1.7.1 the holders of 75% of the shares issued in that class consent to the variation in writing; or

• 1.7.2 a special resolution is passed at a general meeting of the holders of that class of shares allowing the variation to be made.

Constitution

However, this clause does not apply if the terms on which shares in that class were issued state otherwise.

Redeemable preference shares

• 1.8 The directors may issue preference shares subject to the Corporations Act 2001 and the Listing Rules on the condition that they are to be redeemed or at the option of the Company are liable to be redeemed in accordance with conditions set by the directors. These conditions cannot be altered by the directors.

Holder's right to participate in profits and property

• 1.9 The holder of a redeemable preference share has each of the following rights:

• 1.9.1 the right to a preferential dividend in priority to the payment of any dividend on any other class of shares; and

• 1.9.2 the right in a winding up, reduction of capital and on redemption, to payment in cash equally among holders of the same class of preference shares, and in priority to any other class of shares in return of capital and in priority in respect of the amount of any dividend declared but unpaid on the share at that time.

The holder has no other right to participate in the profits or property of the Company. Holder's other rights

• 1.10 The holder of a redeemable preference share has the same right as the holder of an ordinary share to receive notice of a meeting, to receive a copy of any documents sent to members or to be laid before that meeting, and to attend that meeting.

• 1.11 The holder may only vote in the following circumstances:

• 1.11.1 during a period during which a dividend (or part of a dividend) in respect of the share is in arrears;

• 1.11.2 on a proposal to reduce the Company's share capital;

• 1.11.3 on a resolution to approve the terms of a buy-back agreement;

• 1.11.4 on a proposal that affects rights attached to the share;

• 1.11.5 on a proposal to wind up the Company;

• 1.11.6 on a proposal for the disposal of the whole of the Company's property, business and undertaking; and

• 1.11.7 during the winding up of the Company. Redemption of redeemable preference shares

• 1.12 A redeemable preference share may only be redeemed if it has been fully paid. It may be redeemed on a date set by the directors. If the directors do not set a date, it is redeemable 5 years after the date it was issued.

Constitution

2 Brokerage and commission

Power to pay brokerage and commission

• 2.1 Subject to the Corporations Act 2001, the Company may pay a commission to a person who agrees to buy shares or arrange for others to buy them. it must not exceed 10% of the price to be paid for the shares and may be paid in cash, in shares, or both.

Disclosure of commission

• 2.2 Before the commission becomes payable, the Company must lodge a statement with the Australian Securities and Investments Commission disclosing the amount of the commission.

3 Shares held on trust or jointly

Registered holders treated as absolute owners

• 3.1 Except as required by law, the Company may treat the registered holder of a share as the absolute owner of the share.

Non-recognition of other interests

• 3.2 Except where this constitution or the Corporations Act 2001 slates otherwise, the only interest in shares that the Company must recognise is the registered shareholder's absolute right to the whole of the share. The Company will not recognise that a person holds a share on trust for someone else. Nor will it recognise a contingent, future or partial interest in any share or part of a share.

Joint holders

• 3.3 If 2 or more persons are registered as the holders of a share they are taken to hold the share as joint tenants with rights of survivorship and on the basis that:

• 3.3.1 they or their respective legal personal representatives are liable jointly and severally for all payments due in respect of the share;

• 3.3.2 subject to the preceding paragraph, on the death of any one of them, the survivor or survivors are the only person or persons whom the Company may recognise as having any interest in the share. The directors may require any evidence of death of any registered holder as they think fit;

• 3.3.3 any registered holder may give an effective receipt for any dividend or other distribution.

No more than 3 persons are entitled to be registered as the holders of a share.

4 Certificates

Entitlement to certificates

Constitution

• 4.1 The Company must give a registered shareholder (whose shares are not held as an uncertificated holding), free of charge, a share certificate marked with the company seal in respect of his or her shares. However, if the Company does not maintain a company seal the certificate must be signed by either:

• 4.1.1 two directors; or

• 4.1.2 a director and the secretary.

• 4.2 The directors may permit a shareholder's holding to be held as an uncertificated holding under the SCH business rules and they must do so if the Listing Rules or the SCH business rules require that shares are to be held as uncertificated holdings.

• 4.3 If all the shares in a class are to be held only as uncertificated holdings under the SCH business rules, the Company need not provide a share certificate to the shareholder but must provide the shareholder with a statement of the shareholder's holding in accordance with the SCH business rules and the Listing Rules. If the Company operates an issuer sponsored sub-register, it must allocate a unique SRN for each holding of shares. A member may have more than one holding each of which will have a unique SRN. Each new holding of shares on the issuer sponsored subregister must be allocated a unique SRN for that holding.

Delivery to joint holders

• 4.4 If shares are jointly owned, it is sufficient to give a share certificate to one of the joint shareholders.

• 5 Lien

Lien on unpaid capital

• 5.1 The Company has a first and paramount lien on every security for all money due which has been called or is payable by instalment in respect of that security.

• Lien on other money owing

• 5.2 The Company also has a first and paramount lien on securities for all money:

• 5.2.1 owing to the Company on securities acquired under an employee incentive scheme in relation to their acquisition;

• 5.2.2 which the Company is required by law to pay and which has been paid in respect of securities of a member or of the estate of a deceased member.

Lien to apply to dividends

• 5.3 The Company's lien (if any) on a security extends to all dividends payable in respect of the security and reasonable interest and expenses incurred because the amount is not paid.

Uncertificated Shares

• 5.4 While the Company has a lien on any shares held on a CHESS sub-register, the Company must, if

Constitution

required, give notice that a holding lock is to be applied in the form and manner set out in the SCH business rules.

Company's right of sale

• 5.5 Subject to clause 5.6, the directors may sell any shares on which the Company has a lien in such manner as they think fit.

Restrictions on sale

• 5.6 The directors must not sell a share on which the Company has a lien unless:

• 5.6.1 a sum in respect of which the lien exists is payable; and

• 5.6.2 the Company has given notice in writing to the registered holder of the share, demanding immediate payment of the amount presently payable in respect of which the lien exists. The notice must be given at least 30 days before the date of the sale to the registered holder of the share or to the person entitled to the share by reason of death or bankruptcy. If the share is part of an uncertificated holding, the notice must comply with the requirements of the SCH business rules and the Listing Rules.

Effect of sale of shares over which the Company has lien

• 5.7 If the directors sell shares over which the Company has a lien, the directors must authorise the transfer of those shares to the purchaser. The directors must register the purchaser as the shareholder. The purchaser has no responsibility to oversee the Company's use of the purchase money, and his or her right to the shares is not affected by any irregularity in the sale.

Proceeds of sale

• 5.8 The Company may retain from the proceeds of the sale an amount up to the amount immediately payable on the shares. It must pay any excess to the person who was entitled to the shares immediately before the sale after deducting any amount that still remains unpaid on the shares, whether it is immediately payable or not.

6 Calls on shares Payments due on fixed dates

• 6.1 If shares are issued on the basis that the shareholder must make payments on fixed dates, the happening of one of those dates is regarded as a call on that date and all the provisions relating to calls apply.

Calls

• 6.2 If a shareholder has not paid the full price of shares, and the money is not payable at fixed times, the directors may pass a resolution requiring the shareholder to pay a certain amount (a 'call') in relation to the shares. The call may be made payable either in a single sum or by instalments.

Notification of call

• 6.3 If the directors make a call then, subject to the Listing Rules, they must notify the

Constitution

affected shareholders in writing at least 30 days before the payment is due. The notification must specify the amount, time and date of the payment and any other matters required by the Listing Rules.

Revocation of call

• 6.4 If permitted by the Listing Rules, the directors may revoke or postpone a call or extend the time for payment of any call.

Deemed time of call

• 6.5 A call is deemed to have been made at the time when the resolution of the directors authorising the call was passed.

Liability of Joint holders

• 6.6 The owners of a share that is held jointly are jointly and severally liable to pay all calls in respect of that share. This means that the Company may recover the call amount from any one or more of the joint holders, but must not obtain more than the amount of the call from those joint holders.

Interest on outstanding sums

• 6.7 If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest at the rate specified in the notice given under clause 6.3 not exceeding 10% per annum calculated from the day appointed for payment of the sum to the time of actual payment. The directors may waive payment of interest wholly or in part.

Differentiation between holders

• 6.8 On the issue of shares, the directors may differentiate between the holders as to the amount of calls to be paid and the times of payment.

Pre-payment of calls

• 6.9 If a shareholder owes the Company money on shares but no call has yet been made, the shareholder and the directors may agree that the shareholder lend some or all of this money to the Company. The Company must pay the shareholder interest at the rate fixed by the Company by resolution or in any other case at the rate of 10% on the money lent until a call is made and the money becomes payable.

Suspension of privileges

• 6.10 Until a call, together with any interest and expenses has been paid, the shareholder is not entitled to receive any dividend or bonus or to be present and vote at any meeting (other than as proxy for another shareholder) either personally or by proxy or by authorised corporate representative. The shareholder may not be counted in a quorum or exercise any other privilege as a shareholder.

Constitution

7 Alteration of capital

Power

• 7.1 Subject to the Listing Rules, the Company may, by resolution:

• 7.1.1 consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

• 7.1.2 subdivide all or any of its shares into shares of smaller amount; and

• 7.1.3 cancel shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited.

• Reduction of capital

• 7.2 Subject to the Corporations Act 2001 and the Listing Rules, the Company may reduce its share capital.

8 Transfer of shares

Form of transfer

• 8.1 Subject to the Listing Rules, a shareholder may transfer shares to another person by completing:

• 8.1.1 a written transfer document, in a common form;

• 8.1.2 a proper SCH transfer; or

• 8.1.3 a form approved by the directors;

signed by or on behalf of the shareholder and the transferee.

Execution of instruments of transfer

• 8.2 Unless the transfer is a proper SCH transfer, to have a transfer registered by the Company, the transferor or transferee must give the completed transfer form and the relevant share certificates to the Company. No fee may be charged to register a transfer in registrable form. The directors may require additional evidence of the transferor's entitlement to be registered before registering the transfer. The transferee becomes the holder of the shares when the transfer is registered and his or her name is entered in the register of shareholders. The Company will retain the transfer document.

• 8.3 An SCH regulated transfer must be effected by a proper SCH transfer and registered in accordance with the SCH business rules.

Refusal to register

Constitution

• 8.4 Subject to the provisions of the Corporations Act 2001 and the Listing Rules , the directors may, in their absolute discretion, refuse to register any transfer of shares or other securities or request SCH to apply a holding lock to prevent a transfer of all or any of them:

• 8.4.1 where a law relating to stamp duty prohibits the Company from registering it;

• 8.4.2 where the Company has a lien on the securities in accordance with the Listing Rules;

• 8.4.3 if it is served with a court order that restricts the holder's capacity to transfer the shares or other securities (as the case may be); or

• 8.4.4 in any circumstances permitted by the Listing Rules.

• 8.5 The directors must refuse to register a transfer of shares:

• 8.5.1 if the shares are classified under the Listing Rules or by the ASX as restricted securities and the transfer is or might be in breach of the Listing Rules or any escrow agreement entered into by the Company under the Listing Rules in relation to those shares; or

• 8.5.2 where the Company or the directors are required to do so by the Listing Rules.

• No transfer to an infant

• 8.6 A transfer of any shares may not knowingly be made to an infant or to a person of unsound mind or under other legal disability.

Notice of Refusal

• 8.7 If the directors refuse to register a transfer of any share, they must give notice of the refusal to each transferor and transferee within five business days after the date on which the transfer was lodged with the Company. The precise reasons for the refusal must be set out in the notice.

Certificate to be given up on transfer

• 8.8 Upon every transfer of shares, the certificate held by the transferor must be given up and cancelled. A new certificate will be issued without charge to the transferee in respect of the shares transferred, and if any of the shares included in the certificate given up are retained by the transferor, a new certificate shall be issued to the transferor in respect of those shares without charge. The Company shall retain the instrument of transfer.

• 8.9 If the Company participates in a share transfer system conducted in accordance with the Listing Rules, then share transfers must be registered in accordance with the Listing Rules and the SCH business rules.

• 8.10 The Company may participate in any share transfer system conducted in accordance with the Listing Rules which does not depend upon the issue or production of share certificates in respect of the shares.

• 8.11 For a transfer of an uncertificated holding of shares, the procedure is the same as for

Constitution

certificated holding of shares, except that the written transfer instrument need not be accompanied by a certificate. if the Company operates an issuer sponsored sub-register, it must issue a statement for each new holding as a result of the transfer in accordance with the Listing Rules.

When transfer books and register may be closed

• 8.12 Subject to the Corporations Act 2001, the registration of transfers of shares that are not CHESS Approved Securities may be suspended and the register closed. The directors must give notice by advertisement of the closure in an appointed newspaper. The Company must give the ASX notice of any intended closure in accordance with the Listing Rules. The register shall not be closed for any time or times exceeding a total of thirty days in any year.

• 8.13 The Company must process proper SCH transfers affecting sub-registers administered by the Company on all business days.

9 Transmission of shares Recognised interests

• 9.1 If a shareholder dies, the only persons that the Company will recognise as having any right to the deceased's shares are:

• 9.1.1 his or her legal personal representative or

• 9.1.2 where the shares are held jointly, any joint holder of those shares.

• 9.2 The deceased person's estate will still be subject to any liabilities which attached to the shares, even if the deceased was only a joint holder of shares.

• 9.3 If two or more persons are jointly entitled to the deceased's shares, those persons will be regarded as joint holders of the shares.

Transmission

• 9.4 A person entitled to a share because of death or bankruptcy of a member may elect either to be registered as holder of the share or to have some other person nominated to be registered as the transferee of the share. A person relying on this clause must produce any information properly required by the directors. This clause is subject to the Bankruptcy Act 1966.

• 9.5 A person relying on clause 9.4 must elect in writing to the Company to be registered.

• 9.6 A person electing under clause 9.4 to have another person registered must deliver to the Company an executed transfer of the share to that other person.

• 9.7 The provisions of this constitution relating to the right to transfer, and the registration of transfers of shares apply to any notice or transfer as if the death or bankruptcy of the member has not occurred and the notice or transfer were a transfer signed by that member.

Personal representatives and joint holders

Constitution

• 9.8 If a shareholder dies or becomes bankrupt, his or her personal representative or trustee is entitled to receive any dividends and other benefits that the shareholder would have been entitled to and to exercise the same rights as the shareholder. The directors may require production of any information that is properly required by the directors.

• 9.9 Where 2 or more persons are jointly entitled to any share due to the death of the registered holder, for the purpose of this constitution, they are deemed to be joint holders of the share.

10 Forfeiture of shares

Procedure for forfeiture

• 10.1 If a shareholder fails to pay a call or another amount that is payable on shares on the due date, the directors may notify the shareholder that they require payment of the amount, together with any interest that has accrued, on or before a specified date. The date for payment must be at least 30 days after the shareholder receives the notice.

• 10.2 If the notice states that the shares in respect of which the amount is due may be forfeited if payment is not made on time, and the amount is not paid on time, the directors may resolve that the shareholder has forfeited those shares. They can only do so before the amount is paid.

• 10.3 If the forfeited shares are entered on the CHESS sub-register, the Company may take steps to move the share to a sub-register administered by the Company. The forfeiture is effective at the time the share is entered in that sub-register.

Application to dividends

• 10.4 A forfeiture under clause 10.2 includes all dividends and bonuses declared and not paid in respect of the forfeited shares before the date on which the resolution as to forfeiture referred to in that clause is passed.

Rights of sale

• 10.5 A forfeited share shall be deemed to be the property of the Company. Subject to the Listing Rules and the SCH business rules, a forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit. At any time before the sale or disposition, the forfeiture may be cancelled on terms as the directors think fit.

Cessation as a member

• 10.6 A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares.

• 10.7 Despite forfeiture, a member whose shares are forfeited remains liable to pay to the Company all money that, at the date of forfeiture, was payable by the member to the Company in respect of the shares (including interest not exceeding 10% per year from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of the interest).

Constitution

• 10.8 The former member's liability ceases if and when the Company receives payment in full of all money (including interest) so payable in respect of the forfeited shares.

Evidence of forfeiture

• 10.9 A statutory declaration signed by a director or secretary of the Company stating that the person making the declaration is a director or secretary of the Company, and specifying that particular shares in the Company have been forfeited on a particular date, is satisfactory evidence of their forfeiture.

Manner of forfeiture

• 10.10 The Company is entitled to the money from the sale. The Company may transfer the shares to the purchaser or person to whom they are disposed of, and register the purchaser as the shareholder. That person has no responsibility to oversee the Company's use of the purchase money, and his or her right to the shares is not affected by any irregularity in the forfeiture or any proceedings relating to the disposal of the shares.

Residue on sale

• 10.11 If any shares are forfeited and sold at public auction, any residue after the satisfaction of the unpaid calls, instalments and accrued interest and expenses must be held in trust until paid to the person whose shares have been forfeited, or the person's executors, administrators, or assigns, or as the person directs and must be paid in accordance with the Listing Rules.

Certificates

• 10.12 The shareholder must deliver to the Company the certificate or certificates held in respect of any forfeited shares and in any event the certificates representing forfeited shares are void and of no further effect.

Application to further calls

• 10.13 The clauses as to forfeiture apply to non-payment of any sum that, by the conditions of issue of a share, becomes payable at a fixed time, as if that sum had been payable by virtue of a call duly made and notified.

11 Annual General Meetings

• 11.1 The Company must hold an annual general meeting each year in addition to any other meetings. No more than 18 months may lapse between each annual general meeting.

Nature of business

• 11.2 The Company should consider the following at an annual general meeting:

• 11.2.1 the accounts;

• 11.2.2 the balance sheets;

Constitution

• 11.2.3 the directors' and auditor's reports;

• 11.2.4 the election of directors in place of retiring directors; and

• 11.2.5 the appointment of the Company auditor and the fixing of the auditor's remuneration.

12 General meetings

Power to convene

• 12.1 Any director may convene a general meeting whenever he or she thinks fit.

Power to postpone

• 12.2 The board of directors of the Company may postpone a general meeting by giving 2 clear days notice of the postponement to all persons entitled to receive notice of the general meeting.

Notice

• 12.3 A notice of a general meeting must specify the place, the day and the hour of meeting and must state the general nature of the business to be transacted at the meeting.

Notice period and content

• 12.4 Except when the Corporations Act 2001 and the Listing Rules permit shorter notice to be given, 28 clear days notice must be given to all persons entitled to receive those notices from the Company. All notices must specify the place and day and hour of the meeting and for any business, the general nature of that business.

Circular resolution

• 12.5 The Company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. If a share is held jointly, each of the joint members must sign.

Omissions

• 12.6 The accidental omission to give any notice to, or the non-receipt of any notice by, any person entitled to receive the notice shall not invalidate any resolution passed or any proceedings at that meeting.

13 Proceedings at general meetings

Quorum

• 13.1 Business may not be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Three members (including any proxy for a shareholder and any person representing a company shareholder in accordance with the Corporations Act 2001) constitute a quorum in all cases.

Constitution

Effect of no quorum

• 13.2 If a quorum is not present within 30 minutes from the notified starting time for the meeting:

• 13.2.1 where the meeting was convened on the requisition of members, the meeting is cancelled;

• 13.2.2 in any other case, the meeting is postponed to the same place on the same day and at the same time the following week, or to any other time and place chosen by the directors. If a quorum is not present within half an hour after the starting time of the postponed meeting, it is cancelled.

Chairperson of directors

• 13.3 The chairperson elected as chairperson of directors meetings, or in the chairperson's absence, the deputy chairperson (if any), shall preside as chairperson at every general meeting.

Vacancy in chairperson

• 13.4 Where a general meeting is held and:

• 13.4.1 no person has been elected as a chairperson of directors; or

• 13.4.2 neither the chairperson nor the deputy chairperson is present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present must elect one of their number to be chairperson of the meeting.

Adjournment

• 13.5 The chairperson may at any time adjourn a meeting with the meeting's consent. The chairperson must adjourn a meeting if the meeting votes to adjourn it. The only business that can be transacted at an adjourned meeting is the unfinished business from the original meeting.

Notice where a meeting is adjourned for 30 days

• 13.6 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of an original meeting.

• Form of notice for adjourned meeting

• 13.7 Except as provided by clause 13.6, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Right to discuss the management of the Company

• 13.8 The Chairperson of a meeting of shareholders must allow a reasonable opportunity for shareholders at the meeting to question, discuss or comment on the management of the Company. Directors of the Company shall answer shareholders' questions if they are capable of doing so.

Voting on show of hands

Constitution

• 13.9 At any general meeting a resolution put to the vote of the meeting is decided on a show of hands of all members entitled to vote unless a poll is (before or on the declaration of the result of the show of hands) demanded according to this constitution.

• 13.10 Unless a poll is duly demanded, a declaration by the chairperson that a resolution or a show of hands has been carried or carried unanimously, or by a particular majority, or lost, must be made in the minutes of the meeting.

13.11 An entry recording the chairperson's declaration of voting in the book containing the minutes of the proceedings of the Company is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Poll

• 13.12 A poll may be demanded:

• 13.12.1 by the chairperson;

• 13.12.2 by at least 3 members present in person or by proxy or as representative of a company;

• 13.12.3 by a member or members present in person or by proxy or as representative and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• 13.12.4 by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;

and on a poll, each member entitled to vote is entitled to one vote for each share held or a fraction of a vote for a share on which payment remains owing. That fraction will be equal to the proportion which the amount paid (not credited) relates to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are to be ignored.

• 13.13 A poll demanded on the election of a chairperson or on a question of adjournment must be taken immediately.

• 13.14 A poll demanded on any other subject is taken in such manner and either at once or after an interval or adjournment or otherwise as the chairperson directs. The result of the poll is the resolution of the meeting at which the poll was demanded.

• 13.15 A demand for a poll may be withdrawn. Chairperson's vote

• 13.16 If the votes are equal, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded is not entitled to a second or casting vote.

Proxy holders and representatives voting rights

13.17 Subject to the Listing Rules and any rights or restrictions for the time being attached to any class

Constitution

or classes of shares:

• 13.17.1 at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and

• 13.17.2 on a show of hands every person present who is a member or a representative of a member has one vote in respect of each share carrying the right to vote and on a poll every person present in person or by proxy, attorney or representative has one vote for each share held carrying the right to vote.

• 13.18 A proxy need not be a member of the Company. Votes of joint holders

• 13.19 If shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those shares appears first in the Register of Shareholders is to be treated as the only vote in relation to those shares.

Incapacity

• 13.20 This clause applies where a member is of unsound mind or is a person whose person or estate is liable to be dealt with under the law relating to mental health. The member's committee or trustee or such other person as properly has the management of the member's estate may exercise any rights of the member in relation to a general meeting as if the committee, trustee or other person were the member.

Disentitlement to vote

• 13.21 A member is not entitled to vote at a general meeting unless all calls and other sums presently payable by the member in respect of share in the Company have been paid.

• 13.22 While a breach subsists of an escrow agreement entered into by the Company under the Listing Rules in relation to shares which are restricted securities, the restricted securities do not have any voting rights. However, those restricted securities shall not be treated or taken to be a separate class of share for any purpose.

Objection to voter

• 13.23 An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is cast.

• 13.24 Any objection is referred to the chairperson of the meeting, whose decision is final and a vote not disallowed by the chairperson is valid for all purposes.

Appointment of proxy

• 13.25 An instrument appointing a proxy must be in writing signed by the appointor or an attorney duly authorised in writing or, if the appointer is a body corporate, signed by a duly authorised officer or attorney or in accordance with the Corporations Act 2001.

• 13.26 Instruments appointing a proxy may specify the manner in which the proxy is to vote in

Constitution

respect of a particular resolution and in that event the proxy is not entitled to vote on the resolution except as specified in the instrument.

• 13.27 An instrument appointing a proxy is taken to confer authority to demand or join in demanding a poll.

• 13.28 An instrument appointing a proxy may be in the following form or any other form acceptable to the Company and which complies with the Listing Rules.

To:

Vietnam Emerging Capital Limited

I/we, [Name of member/s], of [Address of member/s], being a member/members of the Company, appoint [Name of proxy 1], of [Address of proxy 1] or in the member's absence, appoint [Name of proxy 2] of [Address of proxy 2] as my/our proxy to vote for me/us on my/our behalf at the annual general/general meeting* of the Company to be held on the [Date of meeting] or at any adjournment of that meeting.

I wish to direct my proxy to vote in favour of or against the following resolutions at the meeting (Insert details of how you want your proxy to vote. If no details are completed, the proxy will be free to exercise this proxy as he/she sees fit).

The proxy may exercise this proxy as he/she thinks fit in respect of each resolution where this proxy does not contain specific directions as to how the proxy is to vote in respect of that resolution.

Signed [date]

• Strike out whichever is not desired.

Lodgement of proxy

13.29 A document appointing a proxy (and any power of attorney under which it is signed, or a certified copy of that power) must be received by the Company at least 48 hours before the time of the meeting. If the document is not received on time, the proxy cannot vote at the meeting.

13.30 A document appointing a proxy is taken to be received when it is received at any of the following:

• 13.30.1 the Company's registered office or

• 13.30.2 a fax number at the Company's registered office or

13.30.3 a place, fax number or electronic address specified for the purpose in the notice of meeting.

Effect of proxy vote

• 13.31 A vote given according to an instrument of proxy or of a power of attorney is valid if no notice in writing of the death, unsoundness of mind, revocation of the instrument or authority or any sale of the relevant share has been received by the Company at the registered office

Constitution

before the commencement of the meeting or adjourned meeting at which the said instrument is acted upon.

14 Appointment, removal and remuneration of directors

Minimum and maximum number of directors on incorporation 14.1 The minimum number of directors is 3. The maximum number is 10.

Change to numbers of directors

• 14.2 The Company may by resolution increase or decrease the minimum and maximum number of directors but the minimum must never be less than 3.

Period of office

• 14.3 Each of the directors will hold office until the director vacates the office or is removed under this constitution.

Retirement by rotation

• 14.4 At each annual general meeting one-third of the directors (except for the managing director), or, if their number is not three or a multiple of three, then the number nearest but not exceeding one-third, shall retire from office by rotation. The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day shall (unless they otherwise agree between themselves) be determined by lot.

• 14.5 The retiring directors shall be eligible for re-election.

• 14.6 The Company at any general meeting at which any directors retire may fill the vacated offices. A person (other than a director who retires by rotation) is not eligible to be appointed as a director at a general meeting unless notice of nomination of the person to be a director is given to the Company 30 business days before the general meeting. The nomination must state the person is to be nominated and must include written consent of the person to be a director.

Retiring directors to remain in office until successors appointed

• 14.7 If, at any general meeting at which an election of directors ought to occur, the places of the retiring directors are not filled, the retiring directors or any who have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled unless:

• 14.7.1 it is determined at the meeting to reduce the number of directors;

• 14.7.2 it is resolved at the meeting not to fill the vacated offices;

• 14.7.3 in any case, the resolution for re-election of a director is put to the meeting and lost; or

• 14.7.4 the director has given notice in writing to the Company that he or she is not

Constitution

willing to be re-elected.

Casual vacancy

• 14.8 The directors have power at any time to appoint any person to be a director either to fill a casual vacancy or as an addition to the existing directors. That director will hold office until the next general meeting of the Company when the director may be re-elected but will not be taken into account in determining the number of directors who must retire by rotation. The directors must not make an appointment so that the total number of directors at any time exceeds the maximum number fixed in accordance with this constitution.

Removal by members

• 14.9 The members may in accordance with the Corporations Act 2001, by resolution remove any director from office but not so as to have fewer then the minimum number of directors fixed in accordance with this constitution. The members may appoint another director at the same meeting to replace the director removed. The replacement director must retire at the next annual general meeting and will be eligible for re-election but will not be taken into account in deciding the directors who must retire by rotation.

Appointment by Members

• 14.10 The members may, by resolution appoint any person as a director but not so as to exceed the maximum number of directors fixed in accordance with this constitution.

Directors' fees and remuneration

• 14.11 The directors shall be entitled to receive remuneration for their services as directors as determined by the Company in general meeting. Unless otherwise directed by the resolution approving the remuneration, the sum is to be divided among the directors in any proportions as the directors may agree, or failing agreement, equally. If a director holds office for less than the whole of the relevant period in respect of which the remuneration is paid, that director is only entitled to receive remuneration in proportion to the time during the period for which the director has held office.

• 14.12 Fees payable to non-executive directors shall be by a fixed sum and not by a commission on or percentage of profit or operating revenue. Remuneration and fees payable to executive directors shall not include a commission on or percentage of operating revenue.

Directors' expenses

• 14.13 The directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged in the business of the Company or in the discharge of their duties as directors.

Special remuneration

• 14.14 The directors may grant special remuneration to any director who performs any special or extra services for or at the request of the Company. Any special remuneration may be made payable to a director in addition to or in substitution for the director's ordinary

Constitution

remuneration.

Increase in fees

• 14.15 Directors fees paid by the Company (or any entity with which it is associated) to its directors shall not be increased without the prior approval of shareholders. The notice convening the meeting shall include the amount of the increase and the maximum sum that may be paid.

No share qualification

• 14.16 A director need not be a shareholder in the Company.

• Vacation of office

• 14.17 In addition to the circumstances in which the office of a director becomes vacant under the Corporations Act 2001, a director ceases to hold office immediately any of the following happens.

• 14.17.1 The director becomes bankrupt.

• 14.17.2 The director becomes mentally unfit to hold office, or the director or his or her affairs are made subject to any law relating to mental health or incompetence.

• 14.17.3 The director resigns by giving the Company written notice.

• 14.17.4 The director becomes disqualified by law from being a director.

• 14.17.5 Without the consent of the other directors, the director is absent from meetings of directors for a continuous period of 6 months.

• 14.17.6 The director is removed from office under this document.

15 Powers and duties of directors

General power of management

• 15.1 Subject to the Corporations Act 2001 and to this constitution, the business of the Company is managed by the directors who may pay all expenses incurred in promoting and forming the Company, and may exercise all such powers of the Company as are not, by the Corporations Act 2001, the Listing Rules or by this constitution, required to be exercised by the Company in general meeting.

Borrowing Powers

• 15.2 Without limiting clause 15.1, the directors may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

Options

Constitution

• 15.3 Subject to the Listing Rules, but without prejudice to the general powers conferred by this constitution, the directors may give to any person the right or option of requiring an allotment of a share to the person at a future date on terms to be determined by the directors.

Negotiable Instruments

• 15.4 At least 2 directors may sign, draw, accept, endorse or otherwise execute a negotiable instrument unless the directors resolve otherwise.

16 Proceedings of directors

Directors to regulate as quorum

• 16.1 The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit. Unless otherwise determined, 2 directors is a quorum. An alternate director shall be counted for quorum purposes as a separate director unless the alternate is another director. The alternate may only be counted once if the person is an alternate for more than one director.

Convening of meetings

• 16.2 A director may at any time, and a secretary must on the requisition of a director, convene a meeting of the directors. Notice of meetings must be given to each director. Notice may be given by telephone, facsimile or in writing by fax or any other method agreed by the directors.

Written resolution

• 16.3 The directors may pass a resolution in writing without holding a meeting if all directors who are entitled to vote on the resolution sign the document or documents or identical copies of it or them.

Deemed date of passing resolution

• 16.4 The resolution will be treated as having been passed at a meeting of directors held on the day and at the time that the last director signs.

Telephone and other meetings

• 16.5 While the directors may regulate their meetings as they think fit, a meeting of directors or committee of directors may be held where one or more of the directors is not physically present at the meeting, where:

• 16.5.1 all persons participating in the meeting can communicate with each other instantaneously whether by telephone or other form of communication;

• 16.5.2 notice of the meeting is given to all directors entitled to notice according to the usual procedures determined by the directors for the giving of notice and such notice does not specify that directors are required to be present in person;

• 16.5.3 if a failure in communications prevents clause 16.5.1 from being satisfied by that number of

Constitution

directors which constitutes a quorum, then the meeting is suspended until clause 16.5.1 is satisfied again. If clause 16.5.1 is not satisfied within 15 minutes from the time the meeting was interrupted, the meeting is deemed to have terminated; and

• 16.5.4 any meeting held where any director is not physically present is treated as held at the place specified in the notice of meeting if a director is present there. If no director is so present, the meeting is treated as held at the place where the chairperson of the meeting is located.

Decisions of the directors

• 16.6 Questions arising at any meeting of directors shall be decided by a majority of votes. A determination of a majority of directors is for all purposes taken to be a determination of the directors. If the votes are equal, the chairperson of the meeting shall not have a second or casting vote.

Minutes of meeting of directors

• 16.7 The directors must ensure that the minutes of the meeting record each of the following:

• 16.7.1 the names of all directors who are present;

• 16.7.2 the chairperson of the meeting;

• 16.7.3 details of the proceedings at the meeting;

• 16.7.4 resolutions passed at the meeting;

• 16.7.5 any appointment of an officer;

• 16.7.6 interests declared by any director in accordance with this constitution.

Chair must sign minutes

• 16.8 The minutes of a meeting of directors must be signed by the chairperson of that meeting, either at that meeting or at the following meeting.

Appointment of alternate director

• 16.9 With the consent of the other directors, a director may appoint an individual to be an alternate director for him or her for any period, providing the alternate director has previously consented in writing to act. The director must do so by giving other directors a written notice of the appointment, signed by the director. An alternate director may exercise any of the powers of the director appointing him or her, does not have to have a share qualification and is subject to all of his or her appointor's obligations. The alternate is entitled to be notified of directors meetings and to attend and vote at them as a director, but only if the appointing director is not present or not voting. An alternate director may also be a director and may act as alternate to more than one director.

Ending of appointment of alternate director

• 16.10 An alternate director ceases to hold office immediately any of the following happens:

• 16.10.1 the director who appointed the alternate director ceases to be a director;

Constitution

• 16.10.2 the director who appointed the alternate director ends the appointment by giving the alternate director a written notice signed by the director;

• 16.10.3 the period of the appointment ends; or

• 16.10.4 anything happens that would result in the alternate director ceasing to be a director if he or she were a director.

Authority to act where vacancy

• 16.11 If there is a vacancy in the office of a director, the remaining directors may act. if the number of remaining directors is less than the number required to constitute a quorum at a meeting of directors, the directors may act only for the purpose of increasing the number of directors to a number sufficient to constitute a quorum or to convene a general meeting of the Company.

Chairperson

• 16.12 The directors must elect one of their number as chairperson of their meetings and determine the period of office of the chairperson.

• Substitute chairperson

• 16.13 Where a meeting of the directors is held and:

• 16.13.1 a chairperson has not been elected as provided; or

• 16.13.2 the chairperson is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act,

the directors present may elect one of their number to be a chairperson of the meeting.

Committee of directors

• 16.14 The directors may delegate any of their powers to a committee or committees of directors.

• 16.15 A committee must exercise the powers delegated according to any directions of the directors and any power so exercised is deemed to have been exercised by the directors.

• 16.16 The members of such a committee may elect one of their number as chairperson of their meetings.

• 16.17 Where a meeting is held and:

• 16.17.1 a chairperson has not been elected as provided by clause 16.6; or

• 16.17.2 the chairperson is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act;

the members present must elect one of their number to be chairperson of the meeting.

Constitution

Regulation of committee of directors

• 16.18 A committee of the directors may meet and adjourn as it thinks fit.

Determination by majority vote

• 16.19 A question arising at a meeting of a committee must be determined by a majority of votes of the members present and voting.

No casting vote

• 16.20 If the votes are equal, the chairperson of a committee shall not have a second casting vote.

Defects in appointments

• 16.21 All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director are deemed to be valid as if all persons had been duly appointed and were qualified to be a director or a member of the committee.

Disqualification

• 16.22 Clause 16.21 operates even if it is afterwards discovered there was some defect in the appointment of a person to be a director or a member of the committee, or to act as a director, or that person so appointed was disqualified.

Director's personal interests

• 16.23 Subject to the Listing Rules, a director may be employed by, or contract with, the Company and may be employed by any other Company in which the Company owns shares or has an interest. A director may be a director or officer of that other company. However, a director cannot be employed as the Company's or that other Company's auditor. A director is not required to account to the Company for any profit arising from his or her employment by, or contracting with, the Company.

Declaration of interests

• 16.24 If a director has a personal interest in a proposed contract or arrangement which the Company may enter into, he or she must declare that interest:

• 16.24.1 at the directors' meeting at which the proposed contract or arrangement is first discussed; or

• 16.24.2 if the interest arises later, at the first meeting of directors after he or she becomes aware of the interest.

Interests obtained post contract

• 16.25 If a director gains a personal interest in a contract or arrangement which the Company has already entered into, he or she must declare that interest at the first meeting of directors after he or she becomes aware of that interest.

Interested directors not included in quorum

Constitution

• 16.26 A director who has previously declared a personal interest to a meeting of directors of the Company may not vote on and may not be counted in the quorum of directors, in respect of any contract or arrangement by the Company with any other person or corporation in which the director may be interested. A director with a material interest in a matter being considered at a meeting of directors may not be present at that meeting. The director may not vote in respect of the director's appointment to any office or place of profit under the Company.

Failure to disclose

• 16.27 A director's failure to make disclosure under this clause does not render void or voidable a contract or arrangement in which the director has a direct or indirect interest.

• Directors of related corporations

• 16.28 A director is deemed to be not interested in any contract or arrangement where the only personal interest of the director arises because the director is also a director of a corporation which is taken to be related to the Company by the Corporations Act 2001.

• Interested director may attest seal

• 16.29 A director may attest the affixing of the seal (if any) to any document or execute any document as a director of the Company relating to a contract or arrangements in which the director has an interest.

Director's guarantee

• 16.30 A director is not taken to be interested in any contract or proposed contract relating to any loan to the Company by reason only that the director has guaranteed or proposed to guarantee jointly or severally the repayment of the loan.

Partnership/other interests

• 16.31 If, because a director is a member of a partnership, or a director or shareholder of another company, or is in a position to control another entity, he or she will be personally interested in any of the Company's contracts or arrangements with that partnership, company or entity, he or she may give the other directors a written notice declaring his or her relationship to that partnership, company or entity and his or her consequent interest in all contracts or arrangements with it. The notice is a sufficient declaration of interest in relation to any future contracts or arrangements with that partnership, company or entity.

Directors aware of interest

• 16.32 If all other directors are aware that a director is a member of a partnership, or a director or shareholder of another company, or is in a position to control another entity, that fact has the same effect as if the director had given the other directors written notice under clause 16.31 at the time all of them as a group first became aware of it.

• 16.33 'Entity' includes a trust or other entity whether it is a legal person or not. The following are examples of a director being in a position to control an entity.

The director is the appointor of a trust and has power to remove the trustee.

16.33.1

Constitution

• 16.33.2 The director is the sole trustee of a trust.

• 16.33.3 The trustee or trustees of a trust are accustomed to act in accordance withthe wishes of the director.

17 Managing director Appointment

• 17.1 The directors may appoint a director to be managing director on the terms and for the length of time that they consider appropriate. The directors may give the managing director any of the powers they can exercise. They may also impose any limitations on the exercise of those powers, and may withdraw or alter the powers they have conferred.

Cessation of appointment

• 17.2 A managing director's appointment ends immediately any of the following happens:

• 17.2.1 he or she ceases to be a director;

• 17.2.2 the directors end the appointment by written notice, provided that they comply with any agreement relating to the ending of the appointment; or

• 17.2.3 the period of the appointment ends. Remuneration

• 17.3 A managing director, subject to any agreement entered into in a particular case, may receive such remuneration as the directors determine.

Powers of managing director

• 17.4 Any powers by the directors or the managing director conferred may be concurrent with or to the exclusion of the powers of the directors.

18 Secretary

• 18.1 A secretary of the Company holds office on the conditions as to remuneration and otherwise as the directors determine.

19 Seal

Directors may elect to adopt a Seal

• 19.1 The directors may adopt a Seal.

Safe custody of Seal

• 19.2 If the directors adopt a Seal, they must provide for the safe custody of the Seal. Authority to use Seal

• 19.3 Where a Seal has been adopted:

19.3.1 the Seal may only be used with the authority of the directors, or of a committee

Constitution

of the directors authorised by the directors to authorise the use of the Seal; and

• 19.3.2 every document to which the Seal is affixed must be signed by a director and be countersigned by another director, a secretary or another person appointed by the directors to countersign that document or a class of documents in which that document is included.

Where no seal is adopted

• 19.4 If the directors do not adopt a Seal or resolve to no longer require its use, documents may be executed in the name of the Company in the manner provided by the Corporations Act 2001.

20 Minutes

Minutes of meetings

• 20.1 The directors must cause minutes to be made of:

• 20.1.1 all appointments of Officers made by the directors;

• 20.1.2 the names of the directors present at each meeting of the directors and of committees appointed under this constitution; and

• 20.1.3 all resolutions and proceedings at all meetings of the Company and of the directors and any committees.

• 20.2 Any minutes shall be conclusive evidence of proceedings if they purport to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting. Minutes prepared in accordance with the Corporations Act 2001 and this constitution shall be kept by the Company secretary at the registered office of the Company.

• 20.3 The directors must comply with the provisions of the Corporations Act 2001 in regard to keeping a register of shareholders and to the production and furnishing of copies of or extracts from such register.

• 21

Records

• 21.1 The directors must determine whether and on what conditions the accounting records and other documents of the Company or any of them are open to the inspection of members other than directors. A member other than a director does not have the right to inspect any document of the Company except as provided by the Corporations Act 2001 or authorised by the directors or by the Company in general meeting.

Keeping records

• 21.2 The directors must ensure that proper accounting and other records are kept, and all accounts and other documents are distributed in accordance with the requirements of the Corporations Act 2001 and the Listing Rules.

Constitution

Powers of attorney

22

Powers of attorney

• 22.1 The directors may grant a power of attorney to another person to act on behalf of the Company. The power of attorney must state each of the following:

• 22.1.1 the powers and discretions that the attorney may exercise;

• 22.1.2 the duration of the power; and

• 22.1.3 any conditions on as exercise.

• 22.2 The document may also contain any provisions to protect people dealing with the attorney that the directors consider appropriate.

Limits on power

• 22.3 The powers conferred on an attorney cannot exceed the powers of the directors. The attorney may be authorised to delegate any of the powers conferred on him or her.

• 23 Auditor

• 23.1 The Company must appoint an auditor and may only remove an auditor in accordance with the Corporations Act 2001.

24 Dividends and reserves Declaration

• 24.1 The directors alone may declare a dividend to be paid to shareholders. The dividend is payable as soon as it is declared, unless the directors specify a later time for payment. The declaration of the directors as to the amount profits of the Company available for distribution and is conclusive.

Interim dividends

• 24.2 The directors may declare interim dividends if they consider that the Company's profits justify it. However, they may also choose to carry any profits forward.

Source of dividends

• 24.3 No dividend may be declared or paid except out of profits or otherwise as allowed by the Corporations Act 2001. No interest is payable in respect of dividends.

Reserved profits

• 24.4 Before declaring a dividend, the directors may set aside out of the Company's profit any amount that they consider appropriate. This amount may be used in any way that profits can be used, and can be invested or used in the Company's business in the interim. However, it must not be used to buy the Company's shares.

Constitution

Entitlement to dividends

• 24.5 Subject to the Listing Rules relating to partly paid securities, all dividends are apportioned and paid proportionately to the amounts paid or credited as paid on the shares in proportion to the relevant issue price for the shares. This clause is subject to the rights of persons (if any) entitled to shares with special rights as to dividends. The holder of any restricted securities under the Listing Rules who is in breach of the Listing Rules or any escrow agreement in respect of the restricted securities is not entitled to receive dividends.

Ranking of dividends

• 24.6 Where any share is issued on conditions providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.

Amounts advanced on shares

• 24.7 An amount paid or credited as paid on a share in advance of a call is not taken to be paid or credited as paid on the share under this clause.

Deduction from dividends of money owing

• 24.8 The directors may deduct from any dividend payable to a member all sums of money (if any) presently payable by the member to the Company on account of calls or otherwise in relation to shares in the Company.

Payment of dividends by distribution of property

• 24.9 The directors may direct payment of the dividend wholly or partly by the distribution of specific assets, including paid up shares in, or debentures of, any other corporation.

Directors to settle differences

• 24.10 Where a difficulty arises in regard to a distribution under clause 24.9 the directors may settle the matter as they consider expedient. For this purpose, the directors may fix the value for distribution of the specific assets or any part of those assets and may determine that cash payments to be made to any members on the basis of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as the directors consider expedient.

Payment of dividends by cash

• 24.11 A dividend (or other amount) payable to a shareholder may be paid by direct payment to the shareholder's bank account, or by a cheque or warrant posted to any of the following:

• 24.11.1 the shareholder's registered address;

• 24.11.2 the registered address of the joint holder of shares who is named first on the register of shareholders; or

• 24.11.3 an address and person nominated by the holder or joint holders of the shares.

Transfers

25

Constitution

• 25.1 A transfer of shares shall not pass the right to any dividend or bonus declared on the share before registration of the transfer.

Authority to capitalise profits

• 25.2 The directors may resolve to capitalise any part of the Company's profit that is available for distribution. If they do that, they must not pay the amount in cash, but must use itto benefit those shareholders who are entitled to dividends in the proportions that would apply if it were a dividend. The benefit must be given in one of the following ways:

• 25.2.1 paying up the amounts unpaid on the shareholder's shares; or

• 25.2.2 issuing shares or debentures of the Company to the shareholder.

• 25.3 The amount capitalised must be applied for the benefit of shareholders in the proportions in which the shareholders would have been entitled to dividends if the amount capitalised had been distributed as a dividend. If fractions of shares or debentures are initially allocated, the directors may, in their discretion:

• 25.3.1 issue fractional certificates in the case of unquoted securities;

• 25.3.2 pay the shareholder the cash equivalent of the fraction; or

• 25.3.3 round up or down the final allocation.

26 Notices

Method

• 26.1 A notice may be given by the Company to any member either by serving it on the member personally or by sending it by post to the member at his, her or their address as shown in the register of members or the address including any facsimile number supplied by the member to the Company for the giving of notices to the member. Overseas shareholders must receive notices by air mail or facsimile transmission or any other way that ensures it will be received quickly.

Deemed receipt

• 26.2 Where a notice (including a notice of meeting) is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected on the day after the date of its posting. Notices sent by facsimile transmission to the facsimile number nominated by any member for service of notices on him, her or it shall be effective on the date of an error free fax transmission report from the sender's facsimile machine.

Notice to joint holders

• 26.3 A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

Constitution

Notice in case of death or bankruptcy

• 26.4 A notice may be given by the Company to a person entitled to a share in consequence of the death or bankruptcy of a member by serving it on the person personally or by sending it to the person by post. A notice sent by post must be addressed by name, or by the title of representative of the deceased or assignee of the bankrupt, or by any like description, at the address (if any) supplied for the purpose by the person or, if such an address has not been supplied, at the address to which the notice might have been sent if the death or bankruptcy had not occurred.

Persons entitled to notice

• 26.5 Notice of every general meeting must be given in the manner authorised by this constitution to:

• 26.5.1 every member;

• 26.5.2 every person entitled to a share due to the death or bankruptcy of a member who, but for the member's death or bankruptcy, would be entitled to receive notice of the meeting; and

• 26.5.3 the auditor of the Company.

• 26.6

• No other person is entitled to receive a notice of general meeting.

• 26.7 A copy of all notices and documents sent to members must be lodged with the ASX in accordance with the Listing Rules.

27 Winding up

Division of property among members

• 27.1 If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide among the members in kind the whole or any part of the property of the Company. For this purpose the liquidator may set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the members or different classes of members.

Vesting property on trustees

• 27.2 The liquidator may, with the sanction of a special resolution, vest the whole or any part of any property in trustees on such trusts for the benefit of contributories as the liquidator thinks fit, but so that no member is compelled to accept any shares or other securities in respect of which there is any liability.

28 Indemnity

• 28.1 The Company must continually indemnify each director, officer and employee against liability (including liability for costs and expenses) for an act or omission in the capacity of director, officer or employee of the Company. However, this does not apply in respect of any of the following:

Constitution

• 28.1.1 a liability to the Company or a related body corporate;

• 28.1.2 a liability to some other person that arises out of conduct involving a lack of good faith;

• 28.1.3. a liability for costs and expenses incurred by the officer in defending civil or criminal proceedings in which judgment is given against the officer or in which the officer is not acquitted; or

• 28.1.4 a liability for costs and expenses incurred by the officer in connection with an unsuccessful application for relief under the Corporations Act 2001, in connection with the proceedings referred to in the preceding paragraph.

Insurance premiums

• 28.2 The Company may pay the premium on a policy of insurance in respect of a person who is or has been an officer or auditor of the Company to the full extent permitted by the Corporations Act 2001.

Restricted Securities

• 28.3 Restricted securities under the Listing Rules may not be disposed of during the escrow period which applies to the restricted securities.

Non-marketable parcels

• 28.4 If the number of shares registered in the name of a member is less than a marketable parcel, the directors may send a notice to the member that the Company intends to sell the unmarketable parcel.

• 28.5 The Company may only invoke the procedures in the clause 28.4 once in any 12 month period.

Notice

• 28.6 The member must be given at least 6 weeks from the date that the notice is sent in to tell the Company that the member wishes to retain the holding. If the member notifies the Company to that effect, the Company may not sell the holding.

• 28.7 If the member does not advise the Company by the date specified in the notice that the provisions of clause 28.6 are not to apply to the shares referred to in the notice, any of those shares may be sold by the Company.

• 28.8 Any shares sold under clause 28.7 may be sold on-market on the terms, in the manner and at the time determined by the directors and for the purposes of the sale. The member appoints the Company as the member's agent for sale. The member also authorises the Company to effect a transfer of the shares on the member's behalf and appoints the Company and its directors to execute any document or take any other steps as the directors may consider appropriate to transfer the shares.

Constitution

• 28.9 The transferee will not be bound to see to the regularity of proceedings or to the application of the purchase money and after the transferee's name has been entered in the register of members in respect of the shares, the validity of the sale will not be impeached by any person.

• 28.10 The proceeds of any sale of an unmarketable parcel less any unpaid calls and interest will be paid to the member or as that member may direct but only after the member's certificate (if any) has been returned to the Company or the Company is satisfied the certificate (if any) is lost or destroyed.

• 28.11 The Company will cancel the share certificates of all members whose unmarketable parcel of shares are sold.

• 28.12 The Company or the purchaser will bear all costs, including brokerage and stamp duty associated with any unmarketable parcel of shares.

• 28.13 The power of the Company to sell an unmarketable parcel of shares lapses following the announcement of a takeover. However, the procedure may be started again after the close of offers made under the takeover.

29 Miscellaneous

Replaceable rules do not apply

• 29.1 The Replaceable Rules in the Corporations Act 2001 do not apply to the Company. Limited liability

• 29.2 The liability of the members of the Company is limited.

Compliance with Listing Rules

• 29.3 While the Company is admitted to the Official List of ASX, the following provisions apply:

• 29.3.1 Notwithstanding anything contained in this constitution, if the Listing Rules prohibit an act being done, the act shall not be done.

• 29.3.2 Nothing contained in this constitution prevents an act being done that the Listing Rules require to be done.

• 29.3.3 If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

• 29.3.4 If the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is deemed to contain that provision.

• 29.3.5 If the Listing Rules require this constitution not to contain a provision and it contains such a provision, this constitution is deemed not to contain that provision.

• 29.3.6 If any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is deemed not to contain that provision to the extent of the

Constitution

inconsistency.

• 29.4 While the Company is not admitted to the Official List of the ASX, the following provisions apply:

• 29.4.1 Any references to Listing Rules in this constitution will not apply.

• 29.4.2 The Company is not required to comply with the requirements of the Listing Rules. 29.4.3 The Company is not required to comply with any requirement to:

  • (a) provide notice to the ASX;

  • (b) advise the ASX of any information; or

  • (c) lodge any notices or documents with the ASX.

• 29.4.4 If any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution will prevail to the extent of the inconsistency.

• 29.4.5 If the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is will not be deemed to contain that provision.

• 29.4.6 If the Listing Rules require this constitution not to contain a provision and it contains such a provision, this constitution will still contain that provision.

Compliance with SCH Business Rules

• 29.5 While any of the shares or options in the Company are CHESS approved securities, the Company must comply with the SCH business rules.

• 29.6 While all of the shares or options in the Company are not CHESS approved securities, the Company is not required to comply with the SCH business.

30 Definitions and interpretation

ASX means Australian Stock Exchange Limited.

Business day means a days on which the major trading banks are open for ordinary business in Sydney, New South Wales and excludes a Saturday, Sunday or public holiday.

CHESS means the clearing house electronic sub-register system of ASX.

CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the SCH Business rules.

CHESS sub-register means that part of the register that is administered by SCH and records uncertificated holdings of CHESS Approved Securities in accordance with the SCH business rules.

Constitution

Company means Vietnam Emerging Capital Limited.

Issuer Sponsored Sub-register means that part of the Company's register for a class of CHESS approved securities that is administered by the Company (and not SCH) and records uncertificated holdings of securities.

Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the Official List of the ASX each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Officer has the meaning given to it in the Corporations Act 2001.

Representative means a representative appointed by a member under section 250D of the Corporations Act 2001.

SCH means the securities clearing house under the Corporations Act 2001.

SCH business rules means the business rules of the SCH as defined in the Corporations Act 2001.

Seal means the common seal of the Company and includes any official seal of the Company.

SRN stands for Shareholder Reference Number and means a number allocated by the Company to identify a holder of shares on an issuer sponsored sub-register.

Words and expressions used in this document which are also used in the Corporations Act 2001 have the same meaning given to those words and expressions in the Corporations Act 2001.

31 General Authorisation

We, the persons specified in the application for the company's registration as the people who consent to become Members of the Company, agree to the terms of the foregoing Constitution.

Name and Address

Lawrence Nguyen

25 Mount Ave, Roselands NSW 2196

Jack Tian Hock Tan 15 Glenview Street, Greenwich NSW 2065

Nguyen Hai Minh

781/A 13 Le Hong Phong Street, Ward 12, District 10, Ho Chi Minh City, Vietnam

Nguyen Hai Thanh Binh 781/A 13 Le Hong Phong Street, Ward 12, District 10, Ho Chi Minh City, Vietnam

Coin Equities Pty Ltd Level 24 St Martins Tower 31 Market Street, Sydney NSW 2000