Le Viet Hai, founder of Hoa Binh Construction Group (HBC), recently requested an extraordinary shareholder meeting to be convened to dismiss a number of board members.
The meeting is expected to elect replacement board members and change a number of provisions in the company's charter. It also aims to correct and clarify "falsified" information regarding the company's financial health that independent board member Nguyen Cong Phu’s team released.
Hai is a major shareholder of the Ho Chi Minh City-listed HBC, holding a 17.14% stake in the leading Vietnamese construction contractor.
Earlier on Friday, HBC reported to the Ho Chi Minh Stock Exchange (HoSE) the results of a recent board meeting.
Accordingly, on December 13, the board held a meeting and issued two resolutions: Resolution No. 50 approving Le Viet Hai's resignation from the positions of board chairman and member from January 1, 2023 and the establishment of the group’s founding council with Hai as chairman; and Resolution No. 51 featuring the appointment of Nguyen Cong Phu as chairman, also from January 1.
Since the resolutions were issued, problems related to the operational mechanism of the founding council have emerged. At the same time, the change of chairman might negatively impact the company's operations in the run-up to the Lunar New Year holiday (Tet).
The board recognized that it was necessary to postpone Resolutions 50 and 51 to strengthen the legal basis and firmly establish a new operating model. Therefore, on December 31, 2022, it convened a meeting and issued Resolution 53 on the postponement of the two above resolutions.
"The chairman, Le Viet Hai, convened a board meeting on December 31, 2022 at the written requests of at least two members in accordance with Point C, Clause 3, Article 30 of the company’s charter; and Point C, Clause 3, Article 157 of the Enterprise Law 2020," according to the HBC announcement.
"Invitations to the meeting were sent to all board members before the meeting date as prescribed in Clause 6, Article 30 of the company’s charter; and Clause 6, Article 157 of the Enterprise Law 2020. All of them responded to their invitations," it said.
According to HBC, the first virtual meeting failed to gather enough members. Therefore, the second one was held from 1:30 pm to 11:40 pm the same day with five out of eight members attending online.
Clause 12, Article 30 of the company's charter and Clause 12, Article 157 of the Enterprise Law 2020 stipulate that a resolution can only be approved if the majority of the participating members agree. Therefore, with three out of five votes in favor, Resolution 53 is valid," HBC noted.
A “war of power” among Hoa Binh's board members related to the position of chairman has made headlines in recent days.
On January 1, 2023, four members of the company’s board, namely Nguyen Cong Phu, Le Quoc Duy, Duong Van Hung and Albert Antoine, suddenly issued a press release refuting the above contents and requesting Hai not to take any action that could hinder the succession of Phu.
Meanwhile, Hai affirmed that his return to the position of HBC chairman was completely in line with the law.
In its announcement, HBC stressed that only information, contents, documents and statements made by its legal representative, Le Viet Hai, and standing deputy CEO Le Viet Hieu, are valid.