Persons who:
       (a)     do not meet the requirements in the above paragraph;
       (b)     have been subject to disciplinary measures and dismissed for reasons of corruption; or
       (c)     are subject to any legal action under laws and regulations of the Lao PDR;
       are prohibited from being Directors.
Other Directors may propose to the Shareholder a candidate for appointment as a Director to fill any vacancy appearing in the Board. The Shareholder will consider such proposals but is not bound to follow them. One Director appointed by the Shareholder must be a representative of the employees of LHSE.

ACCOUNTS AND AUDIT
Accounts

The General Manager and Board must ensure that proper accounting and other records are kept to allow the proper management and administration of LHSE, and to allow an accurate and informed assessment of the financial position of LHSE to be made from such records. Any reports required by the Shareholder must be produced. Accounts and records must be produced semi-annually and annually, and kept in accordance with all applicable Lao PDR laws, and in accordance with International Accounting Standards.

Audit

The accounts must be audited by a competent state authority. In addition, the Board must appoint a competent external private sector auditor to LHSE and have LHSE’s accounting and financial records audited by that auditor.

DIVIDENDS AND RESERVES
Source and Determination of Dividends

       (a)     Dividends may only be paid out of the net profits of LHSE.
       (b)     The Board must in each year declare a dividend to be paid to the equivalent to all of LHSE’s net profits earned in that year, less:
           (i)     any amounts which the Board considers (and which are approved by a Shareholder’s Resolution) LHSE should retain against administrative and
            management costs for the following year; and
           (ii)     any amounts required to be retained by LHSE as reserves under Lao PDR law.

Reserves

If LHSE is required by Lao PDR law to retain any reserve from its net profits, the Board will:
      (a)    retain the least amount permissible under Lao PDR law; and
      (b)     to the extent possible consistent with Lao PDR law apply that reserve to meeting the debt service and repayment obligations of LHSE, and LHSE’s administrative and management costs..

Manner of Payment of Dividends

       (a)     All dividends are to be paid to the account nominated by the Shareholder.
       (b)     The Board will pay dividends as soon as possible after receiving dividends or other distributions relating to the shares held by LHSE, based on its estimate of the total dividend that will be payable for a year and the availability of funds. An adjustment will be made between LHSE and the Shareholder regarding the estimated dividends that have been paid when the final dividend is determined.