Rights of ordinary shareholders

Article 115. Rights of ordinary shareholders

accounting-services-in-vietnam21. Pay for the ordered shares fully and punctually.

Do not withdraw capital contributed by ordinary shares in any shape or form, unless such shares are repurchased by the company or other persons. In case a shareholder withdraws part of or all of the share capital contributed against this Clause, such shareholder and people with related interests in the company are jointly responsible for the debts and other liabilities of the company up to the value of withdrawn shares and the damage caused.

2. Comply with the company’s charter, rules and regulations.

3. Comply with Resolutions of the General Meeting of Shareholders and the Board of Directors.

4. Fulfill other obligations prescribed in this Law and the company’s charter.

Article 116. Voting preference shares and rights of holders thereof

1. Voting preference shares are the shares with more votes than ordinary shares; the number of votes of a voting preference share shall be prescribed by the company’s charter.

2. Holders of voting preference shares has the rights to:

a) Vote on the issues within the competence of the General Meeting of Shareholders with the number of votes prescribed in Clause 1 of this Article;

b) Exercise other rights of ordinary shareholders, except for the case in Clause 3 of this Article.

3. Holders of voting preference shares must not transfer such shares to other persons.

Article 117. Shares with preferred dividends and rights of holders thereof

1. Shares with preferred dividends are shares that pay higher dividends than dividends of ordinary shares, or that pay a fixed amount of annual dividends. Annual distributed dividends include fixed dividend and bonus dividends; fixed dividend does not depend on the company’s business outcome. The level of fixed dividend and method for determination of bonus dividends shall be written on the certificates of shares with preferred dividends.

2. Holders of shares with preferred dividends has the rights to:

a) Receive dividends as prescribed in Clause 1 of this Article;

b) Receive a proportion of remaining assets corresponding to their holding upon the company’s dissolution or bankruptcy after the company has paid all debts and redeemable preferred shares;

c) Exercise other rights of ordinary shareholders, except for the case in Clause 3 of this Article.

3. Holders of shares with preferred dividends do not have the voting right, attend the General Meeting of Shareholders, nominate candidates for the Board of Directors and the Control Board.

Article 118. Redeemable preferred shares and rights of holders thereof

1. Redeemable preferred shares are shares that will be redeemed by the company at the request of their holders or under the conditions written thereon.

2. Holders of redeemable preferred shares have the same rights as ordinary shareholders, except for the case in Clause 3 of this Article.

accounting-services-in-vietnam13. Holders of redeemable preferred shares do not have the voting right, attend the General Meeting of Shareholders, nominate candidates for the Board of Directors and the Control Board.

Article 119. Ordinary shares of founding shareholders

1. A new joint-stock company must have at least 03 founding shareholders; a joint-stock company converted from a state-owned company or limited liability company, or derived from a division, split, amalgamation, merger of another joint-stock company is not required to have founding shareholders.

If there are no founding shareholders, the company’s charter enclosed with the application for enterprise registration must bear the signature of the legal representative or ordinary shareholders of such company.

2. Founding shareholders must register at least 20% of total authorized ordinary shares on upon business registration.

3. Within 03 years from the issuance date of the Certificate of Business registration, founding shareholders may transfer their shares to other founding shareholders; they may transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have the right to vote on the transfer of such shares.

4. Restrictions to ordinary shares of founding shareholders shall be lifted after 03 years from the issuance date of the Certificate of Business registration. These restrictions shall not apply to the shares that founding shareholders obtain after business registration and the shares transferred by founding shareholders to people other than founding shareholders of the company.