(a) Annual Plan” means the plan the be adopted annually by the Board, setting out the goals and objectives for LHSE for the year to which the plan relates, performance targets for that year and the budget and permitted expenditure for LHSE for that year;
(b) “Board” means the persons appointed as Directors, acting as the board of directors of LHSE;
(c) “Business Day” means a day that is not a Saturday , a Sunday or a public holiday;
(d) “Director” means any of the persons appointed as a director of LHSE at relevant time;
(e) “Enterprise Law” means the Business Law of Lao PDR No.46/NA of 26 December 2013;
(f) “General Manager” means the person appointed by Shareholder as the General Manager of LHSE to perform the duties of that position set out in these Articles and the Business Law;
(g) “LHSE” means Lao Holding State Enterprise;
(h) “NTPC” means Nam Theun 2 Power Company Limited;
(i) “Power Project Company” means a company developing or operating an independent power project primarily for domestic use and export from the Lao PDR;
(j) “Prime Minister’s Decree” means the Decree of the Prime Minister on the Management of State Enterprises, No.54/PM of 9 May 2002;
(k) “Shareholder” means the Minister of Finance of the Lao PDR from time to time;
(l) “Shareholder’s Resolution” means any decision regarding the management or operations of LHSE taken by the Shareholder and communicated to the Board.

LHSE is a 100% State Owned Enterprise established as a limited liability company in conformity with the Business Law and the Prime Minister’s Decree. LHSE’s name in Lao language will be “??????????????????????” and international language will be “Lao Holding State Enterprise”. The abbreviation in Lao language is “???” and in international language “LHSE”. LHSE will operate with its own seal.

LHSE principal office is located at Hatsady Village, Chanthabouly District, Vientiane Capital City on Lane Xang Avenue, telephone number is (+85621) 263 805, 263 806, facsimile number is (+85621) 263 804. The location of the office may be changed from time to time based with the approval of the Shareholder.

Unless it is wound up sooner by the Shareholder or under Lao PDR law, LHSE continues in existence for 99 year or until its Business License expires and is extended or renewed.

5.1: General
       (a) The primary function of LHSE is to hold, manage and maintain on behalf of the Government of the Lao PDR share in NTPC, any other Power Project Companies which are acquired by LHSE or transferred to it by the Government and fly ash business in Hongsa mine mouth power project in an efficient and businesslike manner.
(B) LHSE will also at the direction of the Shareholder assist the Government of the Lao PDR:
       (i) In the Government’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 Government’s liaison with and oversight of NTPC or other Power Project Companies in which LHSE holds shares and the projects to those companies.
(C) In achieving its functions, LHSE may exercise the powers set out in these Articles.
5.2 : Scope of LHSE’s right
LHSE has the right of a natural person, including the right, subject to these Articles, to:
5.2.1: General Powers
(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;
(i) obtain any government approval, registration, licenses and permits; and
(j) do all other things necessary or convenient to be done to achieve its objective or in connection with them.
5.2.2 Power in relation to shares held by LHSE
Without limiting the scope of its general rights, 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 contractual agreement 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; To exercise any other powers given to a shareholder under Lao PDR and its ministries, department and other instrumentalities
5.2.3 Power in relation to shares held by LHSE
LHSE has the following obligations in relation to each company, in which it holds shares:
(a) To comply with Articles of Association of the company;
(b) To perform any other duties of a shareholder in the company including:
(i) Appointing any officers it is entitled to appoint to the company and ensuring that they (or alternates) attend meetings they are entitled to attend; and
(ii) Appointing representatives to attend shareholders’ meeting on behalf of LHSE and ensuring that they attend those meetings.
(c) To exercise its rights and powers as a shareholder in such a way as to protect the interests of the Lao PDR, commercial and otherwise, and to best achieve its function of holding shares in NTPC and Power Project Companies in an efficient and businesslike manner.
5.2.4 Powers retained by the Shareholder
Unless otherwise expressly provided in this article, the shareholder has right to approve, withhold, oppose or recalled the approval of annual plan and request for the preparation of the new annual plan which specify of:
(a) What the goals and objectives of LHSE are to be for a year or other period; and
(b) Any public policy matter which the General Manager of Board should comply with in carrying out their functions.

LHSE must comply fully with all applicable laws and regulations of the Lao PDR from time to time and it must be managed and operated in accordance with these Articles.

• Fixed cost 120,000,000,000 kip (One hundred twenty billion Kip)
• Variable cost 40,000,000,000 kip (Forty billion Kip)

Pursuant to a Decision of the Minister of Finance No. 1739/MOF, dated 31 May 2017 in accordance with the Business Law. The registered capital has been fully contributed by the Shareholder.
7.2 Further Capital
The Shareholder may direct the Board to do all things necessary to increase the registered capital of LHSE, by Shareholder’s resolution. On subscription of further capital by the Shareholder or the conversion to equity of debt owed to the Shareholder the Board must issue further shares to the Shareholder up to the increased registered capital figure.
7.3 Other funding
(a) As an alternative to funding LHSE by further equity, the Shareholder may provide funds to LHSE by way of loan and not as equity. If that occurs, the Board must enter a loan agreement, and any ancillary documents, with the Shareholder related to that loan. The ancillary documents may include documents guaranteeing the Shareholder’s obligations to third parties or assuming other obligations on the part of LHSE to third parties if such guarantees or obligation are reasonably connected with the loan from the Shareholder.
(b) Any loan obtained from the Shareholder will only be converted to equity upon the issue of a Shareholder’s Resolution to that effect.
(c) The Board may also cause LHSE to borrow funds from third parties subject to these Articles.

8.1 No additional shares may issue
Other than issues of further shares in LHSE to the Shareholder to reflect any increase in the registered capital of LHSE subscribed or otherwise contributed by the Shareholder, no shares may be issued by LHSE beyond those issued to the Shareholder on incorporation of LHSE.
8.2 Share Rights
As holder of all the issued shares of LHSE, the Shareholder has the rights set out in these Articles to make Shareholder’s Resolutions and to communicate them to the Board, and has the right to:
(a) Receive all dividends (if any) declared by LHSE; and
(b) Receive repayment of the capital paid up on the Shareholder’s shares and to receive any surplus assets or profits of LHSE on the winding up of LHSE.
8.3 Share Transfer
No Shares in LHSE may be transferred without the approval of Government of Lao PDR.

9.1 Composition of the Board of Directors
LHSE is managed by the Board. The Board consists of 5 members as follows:
(a) A Director who will be a Chairman of Board;
(b) A Director who will be a Deputy Chairman of Board;
(c) 3 Directors.
9.2 Appointment and Qualifications of Directors
9.2.1 The Shareholder appoints each member of the Board by a Shareholder’s Resolution. The initial members of the Board are named in Part A of the Schedule to these Articles, if any vacancy appears in the Board, or if the Shareholder has resolved to increase the number of Directors, the Shareholder appoints a replacement or new Director to fill the vacancy or new position, in each case by a Shareholder’s Resolution.
9.2.2 The number of Directors any be altered to any number between 5-9 by Shareholder’s Resolution.
9.2.3 Directors must have Lao Nationality. The Shareholder will select Directors of good ethics and having regards to their knowledge and experience in the power industry or in other relevant fields such as management, economics, finance or law. The Shareholder will also select Directors having regard to the need to avoid possible conflicts of interest that might be caused by the obligations and duties a Director would have towards LHSE conflicting with the obligations and duties that Director might have in other positions held by the Director.
9.2.4 Persons who:
do not meet the requirements in clause 9.2.3;
have been subject to disciplinary measures and dismissed for reasons of corruption;
are subject to any legal action under laws and regulations of the Lao PDR; are prohibited from being Directors.
9.2.5 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.
9.2.6 One Director appointed by the Shareholder must be a representative of the employees of LHSE.
9.3 Effectiveness of Appointment
Any increase in the number of Directors and any appointment of Director under this Article is effective when the relevant Shareholder’s Resolution is notified to the Board. The Board must promptly comply with any requirements under the laws of the Lao PDR regarding amendment to these Articles or other registrations or approvals relating to the increase or appointment.
9.4 Insufficient Directors
If there is a vacancy in the Board which has not been filled, the remaining Directors may continue to their duty.
9.5 Alternate Directors
(a) The Shareholder by Shareholder’s Resolution may appoint (and replace) an alternate director for each Director, to act in the absence of the Director for whom they are an alternate.
(b) Alternate directors are entitled to notice of Board meetings. If the Director for whom an alternate director is appointed is not present at a Board Meeting, the alternate director may vote at the meeting in place of the Director.
(c) When an alternate director exercises a power to vote, the exercise of the power is just as effective as if it was exercised by the relevant Director.
9.6 Meeting allowance and other allowance
Directors do not earn a salary as members of the Board but will receive allowances for their attendance at meetings of the Board and may receive bonuses as set out in Article 10.4.
9.7 Term of Appointment
Directors are appointed for a term of 3 years from time to time of being appointed. A person appointed to replace a Director on the office of that Director becoming vacant will remain in office for the remainder of the term of office of that Director who has vacated their office. A Director whose term of office has expired may be reappointed.
9.8 Vacation of Office of Director
The office of a Director becomes vacant if the Director:
(a) is discharged for reasons of corruption with supporting evidence;
(b) becomes of unsound mind or otherwise incapable of acting;
(c) in convicted of any penal offence under the laws of the Lao PDR;
(d) is removed from office by the Shareholder on grounds permitted under the Business Law or Prime Minister’s Decree;
(e) resigns from office or is replaced upon the proposal of any organization of which the Director was a representative. With the approval of the Shareholder; or
(f) passed away.
9.9 Directors’ Meeting
9.9.1 Frequency of Meetings
(a) The Board must meet at least once in each quarter of each year. Extraordinary meetings may be held more frequently and at any time as the business of LHSE requires.
(b) Meetings may be held in any manner authorized by these Articles. The minutes of any meeting must state the method of meeting, the decisions reached and the persons present.
9.9.2 Calling Board Meetings
An ordinary meeting of the Board may be called at any time by the Chairman of the Board or by at least half of the Directors (by notice to the Board).
9.9.3 Notice of Meeting
Unless the Chairman of the Board decides otherwise in a particular case, notice of every Board meeting must be given on in writing and delivered in paper from or by facsimile, or any other means of communication. Notice must be accompanied by an agenda for the meeting.
9.9.4 Waiver of Notice
Notice of Board meeting may be waived if all Directors are present at the meeting or if those who are not present give a written waiver of the requirement for notice (either before or after the time at which the relevant meeting is held). All resolutions of the Board passed at a meeting where a quorum is present and where notice of the meeting is waived are as valid as if notice of meeting had been given.
9.9.5 Meeting using Technology
(a) A Board meeting may be held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw the consent within a reasonable period before the meeting. The Directors may not consent to any technology unless it allows each the Directors taking part in the meeting to hear and be heard by each of the other Directors taking part in the meeting.
(b) If a Board meeting is held using any technology and all the Directors take part in the meeting, they must be treated as having consented to the use of the technology for that meeting.
(c) A Director present at the start of a technology meeting is deemed to have remained present at the meeting at all times unless that Director has obtained the express consent of the Chairman of the Board to leave the meeting.
9.9.6 Circulating Resolutions
(a) the Board may pass a resolution without a Board meeting being held if all the Directors 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.
(b) Separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.
(c) The resolution is passed when the last Director to do signs a document setting out the resolution.
(e) A facsimile copy of a document addressed to or received by LHSE and appearing to be signed by a Director for the purpose of approving a resolution must be treated as a document in writing signed by that Director.
9.9.7 Chairman of the Board
(a) The Shareholder may appoint and replace the Chairman and the Deputy Chairman of the Board by Shareholder’s Resolution. Any Shareholder’s Resolution in this regard will be deemed to have been made with the approval or on the proposal of the concerned ministry in compliance with the requirements of the Business Law. The initial Chairman and Deputy Chairman will be the persons so identified in Part A of the Schedule to these Articles.
(b) The Chairman of the Board will chair all meetings of the Board and perform any other duties set out these Articles. The Deputy Chairman will act in place of the Chairman in the absence of the Chairman.
9.9.8 Quorum and voting at meetings
(a) The quorum for a Board meeting is at least half of the Directors in office at the time of the meeting. A quorum must be present at all times during a meeting.
(b) An alternate director is counted in a quorum a meeting at which the Director for whom the alternate director is appointed is not present.
(c) A resolution of the Board requires a majority of the votes cast by Directors entitled to vote on the resolution to be passed.
(d) The Chairman does not have a casting vote on a resolution before the Board.
9.9.9 Minutes to be kept
(a) The Board must keep a minute book in which is recorded:
(i) processing and resolution of Board meetings; and
(ii) resolution passed by directors without a meeting.
(b) The Chairman of the Board will appoint an employee of LHSE or another suitable person to act as secretary to the Board. The secretary will be responsible to:
take and prepare for signature the minutes of meetings and resolutions; and
issue notices of meetings of the Board to all Directors and alternate directors.
(c) The Chairman of the Board (or the Vice Chairman if the Chairman was not present at a meeting) must confirm the accuracy of minutes and resolutions that are prepared and (once satisfied that they are accurate and within a reasonable time after the relevant meeting is held or resolution is passed) must sign them.
9.10 General Duties of the Board
The Board is ultimately responsible for:
management of LHSE’s business and asset, and the effective and efficient operation of LHSE;
compliance with the Annual Plan and achievement of the performance targets in it;
the performance of the General Manager;
reporting and accounting to the Shareholder for the performance of LHSE; and
all other obligations set out in these Articles.
9.11 General Powers of the Board
The Board may exercise all of the powers of LHSE, subject to these Articles and the Business Law, and all other powers of the Board set out in these Articles.
The Board may confer on the General Manager any of the powers that the Board or a Director could exercise, subject to any conditions or restrictions they see it.
The General Manager and the Board are responsible to use their best efforts to have LHSE comply with the Annual Plan. They will be accountable to the Shareholder for the performance of LHSE against the targets set in the Annual Plan and generally.
Specific Duties and Powers of the Board
General Business Management
In meeting its responsibility for the management of LHSE the Board will:
Consider and, with the approval the Annual Plan;
Consider any other plans or internal regulations prepared by the General Manager and adopt them (with the Shareholder’s approval if that is required under any Shareholder’s Resolution or for plans relating to the financing or capital of LHSE)
Review the performance of LHSE against the targets in the Annual Plan;
Review compliance by LHSE with other parts of the Annual Plan;
Supervise and obtain appropriate reports from the General Manager;
Make proposals to the Shareholder regarding appointments to Company offices (or removal from those officers) where that is permitted under these Articles;
With the Shareholder’s approval appoint officers to companies in which LHSE holds shares (the General Manager may be appointed to such a position);
Appoint an external auditor for LHES. The Shareholder must approve the auditor appointed;
Consider and approve the distribution of LHSE’s net income;
Consider and approve the financial statements of LHSE;
If it considers that necessary, with the approval of the Shareholder establish an audit committee, or other committees, for LHSE and prescribe regulations for their operations.
(b) Restriction on Exercise of Powers
Exercise (or authorize the exercise of) the power of LHSE to: Borrow or lend money;
Dispose of any significant asset of the LHSE Company;
invest any of LHSE’s money or
give any security over any property or business of LHSE for any reason.
Without a Shareholder’s Resolution authorizing the exercise of that power, unless that action has been approved by the Shareholder as part of annual program for LHSE; or
(ii) issue debentures without a Shareholder’s resolution authorizing the exercise of that power and an approval from the government of the Lao PDR for the sale of such debt instruments in accordance with the business Law.
(c) Appointment of Attorney
The board may appoint any person as an attorney of LHSE to take actions on behalf of LHSE which the directors could take. The appointment can be for the period and subject to the conditions the board sees fit.
(d) Committees of the Board
(i) The board may delegate any of their power to a committee of directors. The provisions of these Articles relating to board meeting will apply to meetings to any such committee.
(ii) A committee must exercise the power delegated to it in accordance with any directions of the Board. The effect of the committee exercising a power in this way is the same as if the Board exercised it.

10.1 General responsibility
A General Manager will be responsible for the day to day management and administration of LHSE. The General Manager:
(a) report to the Board regarding the operations of LHSE and the achievement of the Annual Plan; and
(b)has the powers and obligations set out in these Articles.
10.2 Appointment and Removal
(a) The shareholders may appoint, remove or replace the General Manager, by Shareholder’s Resolution. The Board may propose a person to be appointed as General Manager, or propose the removal of the General Manager, but the Shareholder is not bound to comply with such a proposal.
(b) The General Manager will be an employee of LHSE. The terms of the General Manager’s employment will be as a agreed between the Shareholder and the General Manager.
(c) The initial General Manager of LHSE will be the person whose details appear in Part B of the schedule to these Articles.
10.3 Duties and Powers
In addition to the general responsibilities of the General Manager set out in these Article, the General Manager has the following duties and powers:
(a) Prepare the draft Annual Plan and any other plans for LHSE requested by the Board or the Shareholder including plans relating to:
Additional capital or borrowing requirement;
Management, organization and operations of LHSE;
The following 5 year plan; and
LHSE’s strategic plans over a longer time period.
All such plans will be submitted to the Board for approval before becoming effective;
(b) As part of the process of preparing the draft Annual plan, prepare operational and financial targets for LHSE and plans regarding the manner in which LHSE will meet the obligations (financial and otherwise) it has regarding the management and maintenance of its assets and its obligations regarding those assets;
(c) Prepare staff plans and organizational charts for LHSE;
(d) Prepare internal management regulations, training policies, human resource policies and labour regulations for LHSE;
(e) Establish appropriate accounting and information technology systems for LHSE;
(f) Make proposals to the Board regarding appointment and termination of staff and the terms of employment contracts, including provisions for remuneration and other benefits;
(g) Appoint representatives of LHSE for meeting of companies in which LHSE holds shares (and the General Manager may be appointed as such representative);
(h) Subject to any other monetary limits which may be imposed by Shareholder’s Resolution, the general manager can sign the annual plan and enter into contracts for:
(i) The sale, purchase or lease of assets;
(ii) The borrowing of money
(i) Sign all other contracts on behalf of LHSE, with the approval of the Board;
(j) Attend all Board meetings and report to them on LHSE’s operating and financial results;
(k)Prepare all other statements and reports required by these Articles and submit them to the Board; and
(l)Exercise or perform any other powers or duties set out in these Articles or prescribed by the Board or shareholder from time to time.
10.4 Remuneration of General Manager and Directors
(a)The Shareholder may determine from time to time:
(i) the remuneration to be paid to General Manager
(ii) the allowances to be paid to the Directors in connection with their attendance at meetings and services to LHSE and any other employees of LHSE in connection with attendance at Board meetings required from them; and
(iii) the expenses to be reimbursed or allowed to the General Manager and Directors in connection with their services and attendance at Board meetings.
(b) The shareholder may also determine any bonus to be paid to the General manger or Directors, as prescribed by the prime minister’s Decree No 54/PM dated 9 May 2002.

11.1 To Disclose Interests
If the General Manager or a Director in any way, whether directly or indirectly, has a material personal interest in a contract or proposed contract with the LHSE company, or in any other matter being considered by the LHSE Company, the General manager or Director must, as soon as possible after the relevant facts have come to the General Manager or Director’s knowledge, give the Board notice of the interest.
11.2 Prohibition on being Present or Voting
(a) The General Manager may not exercise powers in relation to a matter in which the General Manager has a material personal interest with the approval of the Board.
(b) A Director who has a material personal interest in a matter that is being considered at a Board meeting:
(i) Will not be counted in a quorum;
(ii) Must not vote on the matter; and
(iii) Must not be present while the matter is being considered at the meeting.
11.3 Other Interests
The General Manager or a Director may be employed by LHSE or the Government of the Lao PDR and the General Manager can also be a Director.

12.1 Indemnity
LHSE indemnifies each officer of LHSE against any liability incurred by that person in their capacity as an officer of LHSE, unless the liability arises out of conduct involving a lack of good faith.
12.2 Insurance
LHSE may take out insurance for the benefit of officers of LHSE against any liability other than a liability incurred by the person as an officer of LHSE arising out of conduct involving a willful breach of relation to the LHSE Company.

13.1 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 by the Shareholder must be produced. Accounts and records must be produced quarterly and annually, and kept in accordance with all applicable Lao PDR laws, and in accordance with International Accounting Standards. 13.2 Audit
The accounting 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.

14.1 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 cist for the following year: and
( Any amounts required to be retained by LHSE as reserves under Lao PDR law.
14.2 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 reserve to meeting the debt service and repayment obligations of LHSE, and LHSE’s administrative and management costs.
14.3 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.

15.1 company Seal, General Manager of Attorney
(a) Documents may be signed on behalf of LHSE under its seal, by the General Manager or by an attorney appointed by the Board for that purpose. (b) Other documents may be signed under LHSE’s seal with the approval of the Board and with the signature of at least two Directors.

(1) Reference to:
(a) The singular includes the plural and vice versa;
(b) Ant law, decree, regulation or other statutory instrument includes reference to that instrument as it amended from time to time and to any replacement of that instrument. References to laws or decrees also include reference to any implementing decree or instruction relating to those laws or decrees; and
(c) A person includes a body corporate and vice versa.
Headings are for convenience only and do not form part of these Articles or affect their interpretation

These Articles may only be amended by Shareholder’s Resolution.