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



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If the subscribed Shares of the Founding Shareholders have not been fully paid up, all Founding Shareholders shall be jointly liable to the debts and other liabilities of the Company in pro rata to their respectively paid Shares.

  1. Rights of Preference Shareholders


A Preference Shareholder shall have the same rights as those of an Ordinary Shareholder except for the rights in relation to the Shareholder Meetings in accordance with Article 7.3(a)(ii).
  1. Share Certificates

    1. Certificates issued by the Company or data recorded in a Shareholder Book that evidences the ownership of one or more Shares is referred to as Share Certificates. Types of Share Certificates There are two classes of Shares including bearer Share Certificate or non-bearer Share Certificate.

    2. An error in the contents and form of a Share Certificate shall not affect the rights and benefits of its holder. The Chairman and General Director shall be jointly liable to losses caused by such a mistake.

    3. In the case where a Share Certificate is lost, burned, partially damaged or otherwise destroyed, the Share Certificate shall be re-issued upon a request made by its owner. For those Shares with the par value of more than VND[10 million] (an equivalent of USD [588]), prior to the acceptance of the request for issuance of new Share Certificate, the Company’s legal representative may ask the Shareholders to make an announcement of the lost or destroy of the Share Certificate, and ask the Company to issue new Share Certificate 15 days thereafter.

  1. Shareholders Book

    1. The Company is required to make and retain the Shareholders Book from the date of Investment Certificate in order to register information of Shareholders. Such a book may be in form of either writing or electronic file or both.

    2. Shareholders Book shall be kept in the Head Office of the Company or a securities registration, custody, payment and clearing center. Shareholders are entitled to check, review, extract and copy contents of the Shareholder Book during the opening hours.

    3. A Shareholder holding 5% or more of the total number of Shares shall be registered with the Licensing Authority within 7 days from the date of acquisition of the Share as stipulated in Article 14.5.

  1. Issuance of Shares

    1. [If the Charter Capital is increased or decreased pursuant to Article 6.2, the Company shall change the shareholding structure pursuant to the decision of the Shareholder Meeting to the fullest extent permitted by the Laws.]

    2. For the purpose of this Article, issuance of Shares means any issuance of the authorised Shares, or issuance of new Shares to increase the Charter Capital.

    3. Subject to the decision of the Shareholder Meeting as stipulated in the Article 24.2(b), the Board of Management has the right to decide the time, method and price of the issuance. The offering price of the issuance shall not be lower than the market price of the offered Shares at the time of issuance or the latest par value of the Shares, except in the following cases:


  1. where Shares are offered for the first time to those who are not Founding Shareholders;

  2. where Shares are offered to all Shareholders in proportion to their respective shareholding; and

  3. where Shares are offered to brokers and/or underwriters.
    1. In any of the cases as stipulated in Clause (c) above, the applicable discount rate must be approved by the Shareholder Meeting.

    2. The issue of additional Shares to all Shareholders in proportion to their respective shareholding shall be as follows:


  1. The Company must notify all Shareholders of the additional issuance by registered mail. In the meantime, the notice must be published in newspapre in 3 consecutive issues within 10 days from the date of the notice.

  2. Preemption of Share purchase can be transferred to other persons pursuant to Article 15; and

  3. If the Share subscription form is not sent to the Company within the time limit as stipulated in the notification, the relevant Shareholder is considered as refusing preemption of Share. If the offered Shares have not been entirely subscribed by the Shareholders, the Board of Management may decide to offer the unsubscribed Shares to other persons provided that the offering conditions of the unsubscribed Shares are not better than those offered to the relevant Shareholders, unless otherwise agreed by the Shareholder Meeting or the Shares are offered through the stock exchange.
    1. Shares shall be deemed to be sold when they are fully paid and information of the buyer are adequately and truthfully recorded in the Shareholder Book, then the buyer of such Shares shall become a Shareholder.

    2. The Company shall issue Share Certificates to the buyer after full payment of the offered Shares is made. The Company may opt to sell Shares without issuing Share Certificates. In this case, incorporation of details of the buyer in the Shareholder Book shall be sufficient to evidence the ownership of such buyer over the purchased Shares.

    3. The Company may conduct the private placements and public offerings pursuant to the decision of Shareholder Meeting and in accordance with the Laws.

  1. Shares Transfer

    1. To the fullest extent permitted by the Laws, a Shareholder shall not transfer his Shares or his preemption rights to any person who is not a Shareholder except in the cases as stipulated in Articles 15.2 and 15.3.9




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