Payment for shares registered upon business registration

Article 112. Payment for shares registered upon business registration

accounting-services-in-vietnam21. Shareholders shall fully pay for the registered shares within 90 days from the issuance date of the Certificate of Business registration, unless a shorter time limit is prescribed by the company’s charter or the share registration contract.

The Board of Directors shall supervise and urge shareholders to pay for the registered shares fully and punctually.

2. Within the period from the issuance date of the Certificate of Business registration to the deadline for fully paying for registered shares prescribed in Clause 1 of this Article, the number of votes shall be the number of ordinary registered shares, unless otherwise prescribed by the company’s charter.

3. If a shareholder fails to pay or fails to pay completely for the ordered shares, the following regulations shall apply:

a) The shareholders that fails to pay for the registered shares is obviously no longer a shareholder of the company and must not transfer the call option to another person;

b) The shareholder that pays for part of the registered shares shall have the right to vote, receive dividends, and other rights corresponding to the paid shares; must not transfer the call option of the unpaid shares to another person;

c) The unpaid shares shall be considered unsold shares, which may be offered by the Board of Directors;

d) The company shall register an adjustment to charter capital to the total face value of shares paid fully and change of founding shareholders within 30 days from the deadline for paying for registered shares mentioned in Clause 1 of this Article.

4. The shareholder that fails to pay or fails to pay completely for the registered shares shall have responsibility for financial obligations of the company which are incurred during the period mentioned in Clause 1 of this Article. Nevertheless, the responsibility shall be proportional to the total face value of such registered shares. Members of the Board of Directors, the legal representative shall take joint responsibility for damage caused by the failure to adhere to Clause 1 and Point d Clause 3 of this Article.

Article 113. Types of shares

accounting-services-in-vietnam11. A joint-stock company must have ordinary shares. Holders of ordinary shares are ordinary shareholders.

2. Apart from ordinary shares, a joint-stock company may have preferred shares. Holders of preferred shares are called preferred shareholders. Preferred shares include:

a) Voting preference shares;

b) Shares with preferred dividends;

c) Redeemable preferred shares;

d) Other preferred shares defined by the company’s charter.

3. Only organizations authorized by the government and founding shareholders may hold voting preference shares. The voting preference of founding shareholders is only effective for 03 years from the issuance date of the Certificate of Business registration. After this period, voting preference shares of founding shareholders shall be converted into ordinary shares.

4. The persons entitled to buy shares with preferred dividends, redeemable preferred shares, and other preferred shares shall be prescribed by the company’s charter or the General Meeting of Shareholders.

5. Each share of the same types provides its holder with equal rights, obligations, and interests.

6. Ordinary shares cannot be converted into preferred shares. Preferred shares may be converted into ordinary shares under the Resolution of the General Meeting of Shareholders.