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



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Right of First Refusal


  1. In the case where a Shareholder (the “Transferor”) desires to transfer a part or whole of his Shares (the “Offered Shares”), he/she shall send a [30] day prior notice of the Offered Shares (the “Transfer Notice”) to all other Shareholders (the “Offerees”).

  2. The Transfer Notice shall include following main contents:

    1. Number of the Offered Shares;

    2. Class of the Offered Shares;

    3. Price of the Offered Shares;

    4. Address of the Transferor; and

    5. The offering conditions (if any).10

  3. Upon the expiry of the said [30] day time limit, the Transferor shall be entitled to transfer the Transferred Shares to any third party provided that the offering conditions to the third party shall not be more preferential than the conditions offered to the Offerees if:

    1. The Offerees have failed to respond to the Transfer Notice;

    2. The Offerees do not buy or do not buy in full the Offered Shares; or

    3. The conditions (if any) as set out in the Transfer Notice are not satisfied by the Offerees.
    1. Tag-Along Rights


      1. Subject to Articles 15.1 and 15.2 and to the fullest extent permitted by the Laws, when a Shareholder (“Tag-Along Transferor”) transfers his Shares to any person (“Tag-Along Transferee”) who is not Shareholder, he/she shall send to all other Shareholders (“Tag-Along Offerees”) a 30 day notice (“Tag-Along Notice”) with the terms and conditions of his/her Share transfer.

      2. If the Tag-Along Offerees agree to the Tag-Along Notice, they will be entitled to sell their respective Shares to the Tag-Along Transferee on the same terms and conditions of the transfer of the Tag-Along Transferor.
  1. Issue of Bonds


    1. The Company shall be entitled to issue bonds, convertible bonds, and other classes of bonds in conformity with the Laws.

    2. Unless otherwise stipulated in the regulations on securities, the Company shall not be allowed to issue bonds if:

  1. It fails to make full repayment for the principal and interest of issued bonds or do not pay or make full payment of due debts in the last 3 consecutive years; and

  2. The average after-tax-profit ratio in the last three consecutive years is not higher than interest proposed to pay for bonds to be issued;

    1. The issuance of bonds to creditors that are selected financial institutions shall not be restricted by Article 16.2 (a).

    2. The Board of Management shall decide the classes of bonds, the total value of bonds and issuing time, but shall be subjected to report at the nearest Shareholder Meeting. The report is required to attach with materials and documents for explaining the decision of the Board of Management on the issuance of bonds.
  1. Denomination of Shares


To the fullest extent permitted by the Laws, Shares and bonds issued by Company can be paid in either Dong, convertible foreign currencies, gold, and value of land use right, value of intellectual property rights, technology and know-how or other classes of assets and must be paid in full once.
  1. Shares Buy-back at Shareholders’ Requests

    1. A Shareder (the “Disagreeing Shareholder”) shall be entitled to request the Company to buy back his Shares if the requesting Shareholder votes against decisions of the Shareholder Meeting in relation to the reconstruction of the Company or alteration of the rights, obligations of the Shareholders that are stipulated in the Charter.

    2. The offer to sell the Disagreeing Shareholder’s Shares shall be made in writing and sent to the Company within [10] working days from the date of the relevant decision by the Shareholder Meeting which is disagreed by the Disagreeing Shareholder.

    3. The Company may buy back the Shares offered by the Disagreeing Shareholder at an agreed price within [90] days from the date of receiving the offer from the Disagreeing Shareholder. If the parties cannot agree on the price of the Disagreeing Shareholder’s Shares, the Company is required to recommend 3 pricing entities and the Disagreeing Shareholder shall choose 1 out of the recommended 3. Decision of the chooen pricing entity shall be final and binding upon the relevant parties. The costs for the pricing entity’s decision shall be equally shared by the relevant parties.

  1. Share Buy-back at Company’s Request

The Company may buy back no more than 30% of total issued Ordinary Shares or apart or whole of total issued Preference Shares on the condition that the Company shall keep the ratio of the Ordinary Share and Preference Shares among total issued Shares as 60:40. The Board of Management shall decide buy-back of 10% or less of total issued Shares of each class for every 12 months. Buying back of more than 10% of the total issued Shares shall be decided by the Shareholder Meeting. The buy-back shall be in accordance with the Laws.

  1. Conditions for Payment of Buy-back Shares

    1. The Company is only entitled to make full payment for the bought-back Shares as stipulated in Articles 18 and 19 if the Company is capable of paying off due debts and other liabilities after making such a payment.




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