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


All Shares that are bought back in conformity with Articles 18 and 19 shall be deemed as authorized Shares and may be offered for sales



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All Shares that are bought back in conformity with Articles 18 and 19 shall be deemed as authorized Shares and may be offered for sales.

  • Share Certificates of the bought-back Shares shall be destroyed right after the full payment thereof is made. The Chairman and General Director shall be jointly liable to the damage to the Company and/or third parties due to their respective failure or delay in destroying the bought-back Shares’ Share Certificates.

  • If payment of the bought back Shares is leaded to a decrease of 10% of the total asset value of the Company or more, the Company is required to notify the same to all of its creditors within 15 days from date of making the relevant payment.

    1. Payment of Dividends

      1. The dividends shall be divided to the Shareholders after deduction of the following amounts from the Net Profits:

    1. Reservation fund: the amount equivalent to the next two(2) times of repayment of principal with interest thereon and all other moneys due or to become due from the Company under any agreements relating to borrowing and issuing bond ; and

    2. Bonus: [5] % of the Net Profit.

      1. Net profit (“Net Profits”) for the purpose of dividends payment shall be determined pursuant to the applicable Vietnamese Accounting System.

      2. Dividends can be paid in form of cash, Shares or assets subject to the decisions of the Shareholder Meeting. If payment is made in cash, that cash must be USD and can be in made by cheque or a monetary order sent to the resident addresses of the Shareholders.

      3. Dividends can be paid through bank if the Company has all information that enables to transfer the dividends to the Shareholders’ bank account. If the Company has transferred the dividend to the address as provided by Shareholders, it shall not be responsible for any losses that may happen from that transaction.

      4. The Board of Management must make a list of eligible Shareholders, determine the amount of dividend, the time and form for making payment at least [30] days prior the date on which the payment is proposed to be made. Notification of dividend payment must be sent by secured mail to the registered address of all Shareholders no later than [15] days prior to the date on which such payment is proposed to be made.

      5. Where a Shareholder transfers his Shares to any person pending the completion of the list of Shareholders and the dividends payment, the dividends shall be paid to the transferor.

    1. Recovery of Payment for Buy-back Shares or Dividends

    In the case where a Share buy-back does not comply with Article 20 or the payment of dividend is contrary to Article 21, the relevant Shareholder shall return the Company his paid money or assets. In the case where a Shareholder is not able to do so, that Shareholder and all Board Members shall jointly be liable to debts of the Company to the extent of the paid money or assets he being unable to return to the Company.

    1. Acts of Default by Ordinary Shareholders

      1. The occurrence of any of the following shall, while it subsists, constitute an act of default by Ordinary Shareholders:

    1. the failure of Ordinary Shareholders to comply with any material obligation imposed to it by this Agreement;

    2. an application (which is not dismissed or withdrawn within 30 Business Days) is made for the bankruptcy, winding up or dissolution of Ordinary Shareholders;

    3. an order is made or a resolution is passed for the bankruptcy, winding up or dissolution of Ordinary Shareholders, otherwise than for the purposes of a solvent reconstruction or amalgamation;

    4. a receiver, trustee or similar official is appointed over all or any part of the assets of Ordinary Shareholders; or

    5. Ordinary Shareholders enters into or resolves to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors generally or any class or its creditor or proceedings are commenced to sanction any such arrangement, composition or compromise.

      1. If a Ordinary Shareholder commits an act of default under Article 23.1 (the "Defaulting Shareholder"), any of a Preference Shareholder (the "Non-Defaulting Shareholders") may, at any time after that act of default occurs, serve a notice of default on the Defaulting Shareholder specifying the nature of the default. If that act of default is not remedied by the Defaulting Shareholder within 30 Business Days after the giving of the notice of default, the Defaulting Shareholder shall purchase all of the Preference Share from Non-Defaulting Shareholders with the par value or as otherwise agreed between Defaulting Shareholder and Non-Defaulting Shareholders. If the parties do not reach to the agreement with regard to the purchasing price within 210 days after the giving of the notice of default, the Defaulting Shareholder shall be deemed to have relinquished its entire ownership interest in the Company to the Non-Defaulting Shareholders pro rata in proportion to their ownership interests or as otherwise agreed between the Non-Defaulting Shareholders.

      2. In the event an act of default under Article 23.1(a) occurs, such act of default shall not operate to deem the Defaulting Shareholder to have relinquished its Ownership Interest, if the Defaulting Shareholder:

    1. remedies such default within thirty(30) days after the notice of default is given;

    2. gives notice to the Non-Defaulting Shareholders that the Defaulting Shareholder will pay adequate monetary compensation to the Non-Defaulting Shareholders if the default is not capable of being remedied; or

    3. the alleged default relates to a matter in respect of which the alleged Defaulting Shareholder has provided the other Shareholders with a notice of Force Majeure pursuant to the provisions of Article 24.



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