Conditions for payment and settlement of repurchased shares

Article 131. Conditions for payment and settlement of repurchased shares

Transfer-pricing-services21. The company may pay for the repurchased shares to the shareholders as prescribed in Article 129 and Article 130 of this Law of right after fully paying for the repurchased shares, the company is still able to pay its debts and other liabilities.

2. Shares repurchased under Article 129 and Article 130 of this Law are considered unsold shares as defined in Clause 4 Article 111 of this Law.

The company shall follow procedures for making a decrease to charter capital, which is equal to the total face value of shares repurchased by the company within 10 from the completion of payment for repurchased shares, unless otherwise prescribed by regulations of law on securities.

3. Share certificates that certify the ownership of repurchased shares must be destroyed as soon as the corresponding shares are fully paid. The Chairperson of the Board of Directors and Director/General Director are jointly responsible for the damage to the company caused by failure to destroy or delayed destruction of share certificates.

4. After repurchased shares are fully paid, if the total asset value written in the company’s accounting books is reduced by more than 10%, the company shall notify all of its creditors within 15 days from the day on which repurchased shares are fully paid.

Article 132. Dividend payment

1. Dividends on preferred shares shall be paid under conditions applied to each type of preferred shares.

2. Dividends on ordinary shares are determined according to the net profit earned and the dividend payment extract from the undistributed profit of the company. A joint-stock company may only pay dividends on ordinary shares when all of the conditions below are satisfied:

a) The company has fulfilled tax liability and other financial obligations as prescribed by law;

b) The company’s funds have been established and developed; previous losses are fully offset against as prescribed by law and the company’s charter;

c) Right after the dividend is fully paid, the company is still able to pay due debts and other liabilities.

3. Dividends may be paid in cash, the company’s shares, or other assets prescribed by the company’s charter. If dividend is paid in cash, the currency shall be VND; it is permissible to make dividend payment by checks, wire transfer, or payment order by post to the shareholders’ permanent residences or mailing addresses.

4. Dividend must be fully paid within 06 months from the end of the Annual General Meeting of shareholders. The Board of Directors shall make a list of shareholders receiving dividends, determine the levels of dividend on each share, deadline and method of payment at least 03 days before the dividend payment.

The notifications of dividend payment shall be sent by registered mail to the addresses in the shareholder register at least 15 days before dividend payment. The notification shall contain:

a) Name, headquarter address of the company;

Transfer-pricing-services1b) Full names, permanent residences, nationalities, ID/passport numbers of shareholders being individuals;

c) Names, enterprise ID numbers or establishment decision numbers, and the headquarter addresses of shareholders being organizations;

d) Amount of each type of shares of shareholder; level of dividend on each type of shares, and total dividend received by the shareholder;

dd) Time and method of dividend payment;

e) Full name and signature of the Chairperson of the Board of Directors and company’s legal representative.

5. If a shareholder transfers his/her shares during the period from the completion of the compilation of the list of shareholders and the time of dividend payment, the transferor shall receive dividend from the company.

6. In case dividends are paid with shares, the company is not required to follow procedures for share offering prescribed in Articles 122, 123, and 124 of this Law. The company shall register an increase to charter capital, which equal to value of shares used as dividend payment, within 10 days from completion of the dividend payment.