::HaiViet Corporation:: 
Tuesday, 20 October 2020

Shareholder Information

WELCOME TO haiviet CORPORATION!
Chapter II. CHARTER CAPITAL - SHARES - SHAREHOLDERS - BONDS
Article 6Charter capital of the company
The company's charter capital is VND 62,637,200,000 (Sixty two billion six hundred thirty seven million two hundred thousand Vietnam dong).
Charter capital is divided into 6,263,720 shares. Value of each share (par value): 10,000 VND (Ten thousand Vietnam dong).
This charter capital is contributed by the shareholders.
Increase or decrease the charter capital of the Company shall be subject to the General Assembly of Shareholders consideration and decision in accordance with the provisions of laws.
Article 7 Classes of shares
1. Initially, the company has only ordinary shares. Owners of ordinary shares shall be ordinary shareholders.
2. The company may have preference shares. Owners of preference shares shall be called preference shareholders.
Preference shares shall be of the following classes:
(a) Voting preference shares;
(b) Dividend preference shares;
(c) Redeemable preference shares; (refundable)
3. Only founding shareholders may hold voting preference shares.
Total number of voting preference shares, the number of voting preference shares owned by each founding shareholders is decided by the Board of management on unanimous basis.
The voting preference of founding shareholders shall be valid for only three years from the date of issuance of the business registration certificate of the company. After that period, voting preference shares of founding shareholders shall be converted into ordinary shares.
4. Persons who are entitled to purchase dividend preference shares, redeemable preference shares shall be decided by the General Assembly of Shareholders.
5. Each share of the same class shall entitle its holder to the same rights, obligations and interests.
6. Ordinary shares may not be converted into preference shares. Preference shares may be converted into ordinary shares pursuant to a resolution of the General Assembly of Shareholders.

 
Article 8 Rights of ordinary shareholders
1. Ordinary shareholders shall have the following rights:
(a) To attend and express opinions at the General Meeting of Shareholders and to exercise the right to vote directly or through an authorized representative; each ordinary share shall carry one vote;
(b) To receive dividends at the rate decided by the General Assembly of Shareholders;
(c) To be given priority in subscribing for new shares offered for sale in proportion to the number of ordinary shares each shareholder holds in the company;
(d) To freely assign their shares to other shareholders and to non-shareholders, except in the cases stipulated in clause 5 of article 84 of Enterprise law-2005;
(đ) To sight, look up and make an extract of information in the list of shareholders with voting rights and to request amendment of incorrect information;
(e) To sight, look up and make an extract or copy of the charter of the company, the book of minutes of meetings of the General Assembly of Shareholders and resolutions of the General Assembly of Shareholders;
(g) Upon dissolution or bankruptcy of the company, to receive a part of the remaining assets in proportion to the number of shares contributed to the company;
(h) Other rights stipulated in Enterprise Law and this charter.
2. A shareholder or a group of shareholders holding more than ten (10) per cent of the total ordinary shares for a consecutive period of six months shall have the following rights:
(a) To nominate candidates to the Board of Management and the Inspection Committee of the company;
(b) To sight and make an extract of the book of minutes and resolutions of the Board of Management, mid-year and annual financial statements and reports of the Inspection Committee;
(c) To request the convening of meetings of the General Assembly of Shareholders in the case stipulated in clause 3 of this article;
(d) To request the Inspection Committee to inspect each particular issue relating to the management and administration of the operation of the company where it is considered necessary;
(đ) Other rights stipulated in Enterprise Law and this charter.
3. A shareholder or a group of shareholders stipulated in clause 2 of this article shall have the right to request the convening of meetings of the General Assembly of Shareholders in the following cases:
(a) The Board of Management makes a serious breach of rights of shareholders, obligations of managers or makes a decision which falls outside its delegated authority;
(b) The term of the Board of Management has expired for more than six months and no new Board of Management has been elected to replace it;
4. The nomination of candidates to the Board of Management and the Inspection Committee stipulated in sub-clause (a) of clause 2 of this article shall be carried out as follows:
(a) Ordinary shareholders who voluntarily form a group which satisfies the stipulated conditions to nominate candidates to the Board of Management and the Inspection Committee must notify attending shareholders of the group formation no later than the beginning of the General Meeting of Shareholders;
(b) Based on the number of members of the Board of Management and the Inspection Committee, the shareholders or group of shareholders stipulated in clause 2 of this article shall have the right to nominate one or more persons as decided by the General Assembly of Shareholders as candidates to the Board of Management and the Inspection Committee. Where the number of candidates nominated by a shareholders or group of shareholders is lower than the number of candidates they are entitled to nominate as decided by the General Assembly of Shareholders, the remaining candidates shall be nominated by the Board of Management, the Inspection Committee and other shareholders.

 


 
Article 9 Obligations of ordinary shareholders
1. To pay in full for the shares subscribed for as undertaken within ninety (90) days from the date of issuance of the business registration certificate to the company; to be liable for debts and other property obligations of the company within the amount of capital contributed to the company.
Not to withdraw the capital contributed by ordinary shares from the company in any form, except where shares are redeemed by the company or other persons.
2. To comply with the charter and the internal management rules of the company.
3. To observe resolutions of the General Assembly of Shareholders and the Board of Management.
4. To perform other obligations as stipulated in this Law and the charter of the company.
5. An ordinary shareholder must bear personal responsibilities where he or she performs one of the following acts in any form in the name of the company:
(a) To breach the law;
(b) To conduct business and other transactions for the personal benefit of himself or herself or other organizations or individuals;
(c) To pay premature debts where the company is likely to be in financial dangers.

 

Article 10 Voting preference shares and rights of voting preference shareholders

1. A voting preference share is a share which shall carry more votes than an ordinary share. The number of votes per voting preference share shall be stipulated in the charter of the company.

2. Voting preference shareholders shall have the rights:

(a) To vote on matters which fall within the authority of the General Assembly of Shareholders with the number of votes in accordance with clause 1 of this article;

(b) Other rights as ordinary shareholders, subject to the exception in clause 3 of this article.

3. Voting preference shareholders may not assign such shares to other persons. In special cases, the General Assembly of shareholders authorizes the Board of management to decide the transference of these shares


 
Article 11 Dividend preference shares and rights of dividend preference shareholders

1. A dividend-preference-share is a share for which dividend shall be paid at a rate higher than that paid for an ordinary share or at an annual fixed rate. Annually paid dividends shall include fixed dividends and bonus dividends. Fixed dividends shall not depend on the outcome of the business of the company. The specific rate of fixed dividends and method for determination of bonus dividends shall be stated in dividend preference share certificates.

2. Dividend preference shareholders shall have the following rights:

(a) To receive dividends at the rates stipulated in clause 1 of this article;

(b) Upon dissolution or bankruptcy of the company, to receive a part of the remaining assets in proportion to the number of shares contributed to the company after the company has paid in full its creditors and redeemable preference shareholders;

(c) Other rights as ordinary shareholders, subject to the exception in clause 3 of this article.

3. Dividend preference shareholders shall not have the right to vote, the right to attend the meetings of the General Assembly of Shareholders or the right to nominate candidates to the Board of Management and the Inspection Committee.


 
Article 12Redeemable-preference shares and rights of redeemable-preference shareholders

1. A redeemable preference share is a share which shall be redeemed by the company at any time upon demand by its owner or in accordance with the conditions stated in the redeemable preference share certificate.

2. Redeemable preference shareholders shall have other rights as ordinary shareholders, subject to the exception in clause 3 of this article.

3. Redeemable preference shareholders shall not have the right to vote, the right to attend the meetings of the General Assembly of Shareholders or the right to nominate candidates to the Board of Management and the Inspection Committee.


 
Article 13 Ordinary shares of founding shareholders

1. Within the first three years from the date of issuance of the business registration certificate to the company, founding shareholders must together hold at least twenty (20) per cent of the number of ordinary shares which may be offered for sale; ordinary shares of founding shareholders may be freely assigned to other founding shareholders, but may only be assigned to persons not being founding shareholders if approved by the General Assembly of Shareholders. In this case, shareholders intending to assign shares may not vote on the assignment of such shares and the assignee shall automatically become a founding shareholder of the company.

2. After three years from the date of issuance of the business registration certificate to the company, all restrictions on ordinary shares of founding shareholders shall be lifted.

Article 14 Share certificates

1. Share certificates are certificates issued by the company or book entries certifying the ownership of one or more shares of the company. Share certificates may or may not indicate names.

A share certificate must contain the following main particulars:

(a) Name and address of head office of the company;

(b) Number and date of issuance of the business registration certificate;

(c) Number of shares and classes of shares;

(d) Par value of each share and total par value of shares included in the share certificate;

(đ) Full name, permanent address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, permanent address, nationality, number of decision on establishment or number of business registration in respect of a shareholder being an organization in the case of a named share certificate;

(e) Summary of procedures for share assignment;

(g) Sample signature of the legal representative and seal of the company;

(h) Registration number in the register of shareholders of the company and date of issuance of the share certificate;

(i) Preference share certificates shall also include other details as stipulated in articles 81, 82 and 83 of Enterprise law.

2. Errors in the content and form of a share certificate issued by the company shall not affect the rights and interests of its owner. The chairman of the Board of Management and the general director shall be jointly liable for any damage caused by such errors to the company.

3. Where a share certificate is lost, torn, burnt or otherwise destroyed in another form, the shareholder shall be reissued with a share certificate at the request of such shareholder.

A request of a shareholder must contain the following undertakings:

(a) That the share certificate has really been lost, torn, burnt or otherwise destroyed; in the case of loss, it is additionally undertaken that all best efforts have been exercised to look for the share certificate and if found, such share certificate shall be returned to the company for destruction;

(b) That the shareholder shall be responsible for any disputes arising from the re-issue of a new share certificate.

In the case of a share certificate which has a par value of over ten million Vietnamese dong, before accepting a request for issuance of a new share certificate, the legal representative of the company may request that the owner of the share certificate post a notice on the fact that the share certificate has been lost, torn, burnt or otherwise destroyed and make a request to the company to issue a new share certificate within fifteen (15) days from the date of posting the notice.

Article 15 Register of shareholders

1. The company shall establish and maintain a register of shareholders from the date of issuance of the business registration certificate. The register of shareholders may be in the form of a document or an electronic file, or both.

2. A register of shareholder must contain the following main particulars:

(a) Name and address of head office of the company;

(b) Total number of shares which may be offered for sale, classes of shares which may be offered for sale and number of shares of each class which may be offered for sale;

(c) Total number of shares of each class already sold and value of share capital already contributed;

(d) Full name, permanent address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a member being an individual; name, permanent address, nationality, number of decision on establishment or number of business registration in respect of a member being an organization

(đ) Number of shares of each class of each shareholder and date of share registration.

3. The register of shareholders shall be retained at the head office of the company or at the centre for registration, depository, clearing and payment of securities. Shareholders shall have the right to examine, look up or make an extract or copy of the register of shareholders during working hours of the company or of the centre for registration, depository, clearing and payment of securities.

4. Shareholders owning five per cent or more of the total number of shares must be registered with a competent business registration body within seven working days from the date of acquiring such ownership percentage.

Article 16 Offer of shares for sale and assignment of shares

1. The Board of Management shall determine the timing and method of and the offering price of shares within the number of shares authorized to be offered for sale. The price at which shares shall be offered shall not be lower than the market price at the time of offering or the most recently recorded book-value of shares, except in the following cases:

(a) Initial offering of shares to persons other than founding shareholders;

(b) Shares offered to all shareholders in proportion to the respective numbers of shares they currently hold in the company;

(c) Shares offered to brokers or underwriters. In this case, the specific amount of discount or rate of discount must be approved by the shareholders representing at least seventy five (75) per cent of the total number of shares with voting rights;

2. In the case the company issues additional ordinary shares and offer such shares to all ordinary shareholders in proportion to the respective percentage of shares they currently hold in the company, the following provisions must be implemented:

(a) The company must notify shareholders in writing by a method guaranteed to reach their permanent addresses. The notice must be published on newspaper in three consecutive issues within ten (10) working days from the date of notification.

(b) The notice must contain full name, permanent address, nationality, number of people’s identity card, passport or other lawful personal identification in respect of a shareholder being an individual; name, permanent address, nationality, number of decision on establishment or number of business registration in respect of a shareholder being an organization; the current number of shares and percentage of shares of shareholders in the company; total number of shares intended to be issued and number of shares which a shareholder is entitled to subscribe; offered selling price of shares; time-limit for registration to subscribe; full name and signature of the legal representative of the company. The time-limit stated in the notice must be reasonably sufficient for shareholders to register to subscribe for shares. The notice must be accompanied by a registration form for share subscription issued by the company.

(c) Shareholders have the right to transfer their priority right in subscribing for shares to other people;

(d) If a registration form for share subscription is not sent to the company within the notified time-limit, the relevant shareholder shall be deemed as having rejected the priority right for subscription. Where shareholders and transferees of priority rights for subscription do not register to subscribe for all the shares intended to be issued, the remaining number of shares intended to be issued shall be managed by the Board of Management. The Board of Management may allocate such shares to shareholders of the company or to other people in a reasonable manner with conditions not more favorable than the conditions offered to shareholders, except where otherwise approved by the General Assembly of Shareholders or where shares are sold through a securities transaction centre.

3. Shares shall be deemed to have been sold upon full payment and correct and full entry of the particulars on the purchaser stipulated in clause 2 of article 86 of Enterprise Law in the register of shareholders; from such point of time, the purchaser of shares shall become a shareholder of the company.

4. After shares are sold, the company must issue and deliver share certificates to the purchasers. A company may sell shares without delivering share certificates. In this case, the particulars about a shareholder stipulated in clause 2 of article86 of Enterprise Law recorded in the register of shareholders shall be sufficient to certify the ownership of shares of such shareholder in the company.

5. Shares may be freely assigned, except in the cases stipulated in clause 3 of article 81 and clause 5 of article 84 of Enterprise Law. Assignment shall be conducted in writing by normal methods or by hand delivery of share certificates. Assignment documents must be signed by the assignor and the assignee or their authorized representatives. The assignor shall remain the owner of the relevant share until the name of the assignee is registered in the register of shareholders.

 

Where only a number of shares in a share certificate indicating names are assigned, the old share certificate shall be cancelled and the company shall issue a new share certificate recording the number of shares assigned and the remaining number of shares.

6. The conditions, methods and procedures for offering shares to the public shall comply with the law on securities.



Article 17 Selling shares to foreign investors

1.    The company may sell shares to foreign investors to raise capital overseas, to improve production efficiency and thereby to expand investment and development of the company.

2.    The offering of shares of the Company to foreign investors is proposed by the General Director, reviewed and commented by the Board of management in prior to submitting the General Assembly of Shareholders for its decision.

3.    Procedures and orders of selling shares to foreign investors must comply with the provisions of current laws.

Article 18 Issue of bonds

1. The company may issue bonds, convertible bonds and other classes of bonds in accordance with laws and this charter.

2. The company may not issue bonds in the following cases except where otherwise stipulated by the law on securities:

(a) Payment has not been made in full for both the principal amount and interest of issued bonds, payment has not been made or not been made in full for due debts in three previous consecutive years;

(b) The average after tax profit rate of three previous consecutive years is not higher than the interest rate intended to pay for the bonds to be issued. The issue of bonds to creditors being selected financial institutions is not restricted by the provisions in sub-clauses (a) and (b) of this clause.

3. The Board of Management has the right to make decisions on the class of bonds, total value of bonds and timing of issue, but must report to the General Assembly of Shareholders at its nearest meeting. The report must be accompanied by documents and files to explain the decision of the Board of Management on issue of bonds.

Article 19 Redemption of shares upon demand by shareholders

1. A shareholder voting against the re-organization of the company or against a change to the rights and obligations of shareholders stipulated in this charter may demand the company to redeem its shares. Such demand must be made in writing and specify the name and address of the shareholder, the number of shares of each class, the intended selling price, and the reason for demanding redemption by the company. Such demand must be sent to the company within ten (10) working days from the date on which the General Assembly of Shareholders passed a resolution on a matter referred to in this clause.

2. The company must redeem shares upon demand by the shareholder at an agreed price within a period of ninety (90) days from the date of receipt of the demand. Where there is disagreement relating to the price, such shareholder may sell shares to other people or the parties may request valuation by a professional valuation organization. The company shall recommend at least three professional valuation organizations for the shareholder to select from and such selection shall be the final decision.

Article 20 Redemption of shares pursuant to a resolution of the company

A company may redeem no more than thirty (30) per cent of the total number of ordinary shares sold, and part or all of the dividend preference shares sold in accordance with the following provisions:

1. The Board of Management has the right to deciding on redemption of more than ten (10) per cent of the total number of shares of each class already sold within each period of twelve (12) months. In other cases, redemption of shares shall be decided by the General Assembly of Shareholders.

2. The Board of Management shall decide on the price for redemption of shares. The price for redemption of ordinary shares shall not be higher than the market price at the time of redemption, subject to the exception in clause 3 of this article. In respect of shares of other classes, unless otherwise agreed between the company and the relevant shareholders, the price for redemption shall not be lower than the market price;

3. The company may redeem shares of each shareholder in proportion to the number of shares each holds in the company. In this case, the resolution to redeem shares of the company shall be notified by a method guaranteed to reach all shareholders within thirty (30) days from the date on which such resolution is passed. The notice must include the name and address of the head office of the company, total number of shares and class of shares to be redeemed, price for redemption or principle for determination of the price for redemption, procedures and time-limit for payment, and procedures and time-limit for shareholders to offer to sell their shares to the company. Shareholders who agree to have their shares redeemed must send an offer to sell their shares by a method guaranteed to reach the company within thirty (30) days from the date of notice. The company shall only redeem offered shares within the above mentioned time-limit.

Article 21 Conditions for payment and dealing with redeemed shares

1. A company may only pay shareholders for redeemed shares if, after such redeemed shares are paid for, the company shall still be able to satisfy in full its debts and other property obligations.

2. All shares redeemed in accordance with articles 19 and 20 of this charter shall be considered shares not yet sold amongst the shares which may be offered for sale.

3. Share certificates certifying the ownership of redeemed shares must be destroyed immediately after the corresponding shares are paid for in full. The chairman of the Board of Management and the general director must be jointly responsible for any damage caused to the company by failure to destroy or delayed destruction of share certificates.

4. After the redeemed shares are fully paid for, if the total value of assets recorded in the accounting books of the company is reduced by more than ten (10) per cent, the company must notify all creditors thereof within fifteen (15) days from the date on which the redeemed shares are fully paid for.