SOME IMPORTANT CONTENT OF THE
ARTICLES OF ASSOCIATION OF LHSE
The LHSE created and invested solely by the Government of Lao PDR (GOL), which is represented by the Minister of Finance.
The Shareholder of LHSE therefore is the Minister of Finance.
The primary function of LHSE is to hold, manage and maintain on behalf of the GOL shares in NTPC and any other Power Project Companies which are acquired by LHSE or transferred to it by the GOL, in an efficient and businesslike manner.
LHSE will also at the direction of the Shareholder assist the GOL:
(i) in the GOL’s dealings with lenders or funding agencies which lend or otherwise contribute funds for acquiring shares in NTPC or other Power Project Companies; and
(ii) in the GOL’s liaison with and oversight of NTPC or other Power Project Companies in which LHSE holds shares and the projects of those companies.
In achieving its functions, LHSE may exercise the powers set out in the Articles of Association (AOA) of the LHSE.
POWERS OF LHSE
LHSE has the powers of a natural person including the power, subject to the AOA to:
(a) enter into contracts;
(b) acquire, hold, sell or dispose of, lease, give security over and otherwise deal with property as necessary in connection with
performing its objectives under Article 5.1;
(c) invest moneys held by it;
(d) borrow money;
(e) appoint agents and attorneys;
(f) engage consultants;
(g) obtain any government approval, registration, licences and permits; and
(h) do all other things necessary or convenient to be done to achieve its objectives or in connection with them.
-Powers in relation to shares held by LHSE
Without limiting the scope of its general powers, LHSE has the following powers in relation to any shares it holds in another company:
(a) to receive dividends declared by the company;
(b) to receive benefits from any contracts in relation to operation and maintenance;
(c) to receive distributions on the reduction in capital of the company or on the winding up of the company;
(d) to borrow funds to allow it to contribute capital or make shareholder loans to the company;
(e) to exercise any other powers given to a shareholder under Lao PDR law or the articles of the company; and
(f) to assist the company in its dealings with the GOL and its ministries, departments and other instrumentalities.
-Obligations in relation to share held by LHSE
LHSE has the following obligations in relation to each company in which it holds shares:
(a) to comply with the Articles of Association of the company;
(b) to perform any other duties of a shareholder in the company, including: