Charter of two or more members limited liability company charter of joint stock company table contents



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Limited Liability

The Company is a joint stock company being established and operating pursuant to the Laws. Shareholders shall be responsible for debts and other liabilities of the Company within amount of their contributed capital (Shares) in the Company.

  1. Names of Company1

The names of the Company shall include:

  1. Vietnamese Name


___
  1. English Name


___
  1. Abbreviated Name

___

  1. Head Office, Branches and Representative Offices

The Head Office shall be located at [___], Vietnam.2 The Company may open branch or representative offices anywhere within or outside Vietnam in conformity with the Laws and as the Board of Management may decide from time to time.

  1. Business Activities

The business activities of the Company shall include ___

  1. Legal Representative of Company


[The Chairman]3 shall be the legal representative of the Company.

  1. CHARTER CAPITAL, SHAREHOLDERS, SHARES AND SHARE CERTIFICATES
  1. Charter Capital

    1. The Charter Capital of the Company shall be ___

    2. The increase or decrease of Charter Capital shall be subject to the business of the Company and solely decided by the Shareholder Meeting.

  1. Shares

    1. Number and Value of Shares

    1. The Charter Capital is divided into __

    2. Share value: USD___.

    1. Classes and Number of Shares of each Class of Shares

  1. The Company shall have the following classes of Shares:

  1. Ordinary Shares; and

  2. Preference Shares.4

  1. Out of the total [15,000] Shares, there shall be:

9,0005 Ordinary Shares; and

6,0006 Preference Shares.

    1. The Shareholders of the same class of Shares shall have the same rights, interests and obligations. Details of Shareholders, the number of Shares of each Shareholder are stipulated in Annex 2.

    2. The Company may issue other types of preferential Shares under the decision of the Shareholder Meeting in line with the Laws.

    3. The Ordinary Shares may not be converted into Preference Shares. Preference Shares may be converted into Ordinary Shares pursuant to the decision of the Shareholder Meeting.

    1. Rights attached to Shares


  1. As to voting

  1. The Ordinary Shares shall confer the right to receive notice of and to attend and vote at any Shareholder Meeting on the basis of one vote per Ordinary Share. Upon a show of hands or a poll every Ordinary Shareholder present in person or by proxy shall have one vote for every Ordinary Share held by him.

  2. The Preference Shares shall have the right to receive notice of, and to attend but not to vote at, a Shareholder Meeting.

  1. As to dividends

Subject to Article 21, dividable dividends of the Company shall be paid by the following sequence with preference.

1) Cumulative Dividends for a Preference Shareholder

Preference Shareholders shall be entitled to receive cumulative dividends in preference to any dividend on the Ordinary Share, at the aggregate rate of 3month Libor + five (5) % of the share value per annum, when and as declared by the Shareholder Meeting. If the dividends are not paid in any year, the unpaid dividends accumulate and must be paid before any dividends to Ordinary Shareholders.

2) Cumulative Dividends for Ordinary Shareholders

Ordinary Shareholders shall be entitled to receive cumulative dividends in preference to any participating dividends set forth in 3) of this article, at the aggregate rate of 3month Libor + five (5) % of the share value per annum, when and as declared by the Shareholder Meeting. If the dividends are not paid in any year, the unpaid dividends accumulate and must be paid before any Participating Dividends.

3) Participating Dividends

Its shall be payable pro rata based on the number of shares of the Ordinary Share and the Preference Share, of which number shall be calculated into the number of the Ordinary Share into which they are convertible, but only if and when declared by the Shareholder Meeting. No Participating Dividends shall be paid unless Cumulative Dividends of the Preference Share and Ordinary Share have been paid.

    1. For the purpose of the determination of the dividends, the Libor shall be determined on the last Business Day in December in each year.

  1. As to capital

    1. A Preference Shareholder shall be entitled to request the Company to buy back part or whole of his Preference Shares at any time; and

    2. In the event of any liquidation or winding up of the Company, a Preference Shareholder shall be entitled to receive, in preference to Ordinary Shareholders, the amount at which the Preference Shareholders, as the case may be, was purchased from the Company plus any accrued but unpaid dividends.

The remaining balance of the proceeds from the liquidation shall then be allocated to the Ordinary Shareholders.

At the option of the holders of the Preferred Share, a merger, sale of all or substantially all of the assets of the Issuer, reorganization or other transaction in which control of the Issuer is transferred may be treated as a liquidation, dissolution or winding up for purposes of the liquidation preference.



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