Article 86. Contracts and transactions between the company and related persons

1. Unless otherwise prescribed by the company’s charter, contracts and transactions between a single-member limited liability company owned by an organization and the following persons are subject to approval by the Board of Members or the company’s President, Director/General Director and Controllers:

a) The owner of the company and the owner’s related persons;

b) Members of the Board of Members, the company’s President, Director/General Director and Controllers;

c) Related persons of the persons mentioned in Point b of this Clause;

d) Executives of the company’s owner, the person having the power to designate these executives;

dd) Related persons of the persons mentioned in Point d of this Clause.

2. The person who concludes a contract or carries on a transaction in the company’s name shall send a notification to the Board of Members or the company’s President, Director/General Director and Controllers of the related persons and interests; the notification shall be enclosed with the draft contract or summary of the transaction.

Vinascgroup

3. Unless otherwise prescribed by the company’s charter, members of the Board of Members or the company’s President, Director/General Director and Controllers shall decide whether to approve the contract or transaction within 10 days from the receipt of the notification under majority rule. Each person shall have one vote; related persons of the parties shall not vote.

4. A contract or transaction mentioned in Clause 1 of this Article shall only be approved if the following conditions are fully satisfied:

a) The parties to the contract or transaction are independent legal entities with separate rights, obligations, assets and interests;

b) The prices applied to the contract or transactions are market prices at the time the contract is concluded or the time the transaction is conducted;

c) The company’s owner fulfills the obligations specified in Clause 4 Article 77 of this Law.

5. A contract or transaction shall be invalidated under a court decision and handled as prescribed by law if it is concluded or carried out against regulations of Clauses 1, 2, 3 and 4 of this Article. The person who concludes the contract or carries out the transaction and related persons of the parties shall jointly pay compensation for any damage caused and return the benefits generated by such contract or transaction to the company.

6. Every contract and transaction between a single-member limited liability company owned by an individual and the company’s owner or related persons of the owner shall be recorded in separate documents of the company.

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