Share Holding Co. (Fixed)

7/31/2019 Share Holding Co. (Fixed)

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MEMBERS

HunhTh Minh Phng

NguynMnh Khnh Thng

Trn Anh Th PhmThTuyt Nhung

NguynThNgcQunh


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CONTENTS

1. Organizational Structure

2. Share SkinShare Type

3. Meetings4. Pay Dividends

5. Other Form of Business


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SHAREHOLDING COMPANY

Charter capital is divided into equal shares

Shareholders may be organizations or individuals,minimum 3 shareholders

Shareholders is liable for the debts and other propertyobligation within the amount of capital contributed

Shareholders are free to assign their shares, except thecase in clause 3 of art. 81 and clause 5 of art. 84

Have legal entity status from the date of issuance of thebusiness registration certificate

May issue all types of securities(Art. 77 LOE 2005)


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ORGANIZATIONAL STRUCTURE

Shareholders General Meeting

Board of Management

Director/General director

Inspection Committee


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SHAREHOLDERS GENERAL

MEETING

Highest decision making of Shareholding

companies

Consisting of all shareholders with voting right

Shareholders may authorize representatives to

attend Shareholders General Meeting(Art. 96 LOE)


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BOARD OF MANAGEMENT

Management body of the corporation

To decide all issues relating to purposes, benefits of the Company,except those belonging to Shareholders Meeting power.

To be responsible before Shareholders Meeting for violations ofCharter and laws

Members to be elected, appointed, dismissed by ShareholdersMeeting

Chairman to be elected among BOM members

BOM members: Min 3, max 11

Term: 5 years with unlimited terms Not necessary to be a shareholder

Min 5% shares or with expertise(Art. 108109 - 110 LOE)


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DIRECTOR/GENERAL

DIRECTOR Appointed by BOM

Operating day-to-day business of the corporation

5 year terms with unlimited terms

Be responsible before the BOM for duties

assigned

BOM chairman can be Director/General Director

Cannot be director/general director of another

enterprise(Art. 116 LOE)


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INSPECTION COMMITTEE

3-5 members (unless otherwise stipulated by Charter)

5 year terms, with unlimited terms

Elected by SM

More than half of members are residents in Vietnam,min 1 person who is accountant or auditor

To supervise and inspect operation of BOM to protectbenefits of shareholders

Min 21 years old, not related to BOM, Director/

General Director and other management, not holdingmanagement positions in company

Not necessary shareholders or employees of company(Art. 121122 LOE)


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CLASSES OF SHARES

(LOE 2005, ART. 78)

Share

Ordinaryshares

Preferenceshares

Voting PreferenceShares

DividendPreference Shares

Redeemable

Preference Shares

Others


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ORDINARY SHARES

Shareholding Co. must have ordinary

shares.

Owner of ordinary shares ordinaryshareholders.

(LOE 2005, Art. 78, Clause 1)


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PREFERENCE SHARES

Shareholding Co. may have

Owner of preference Shares preference

shareholders

- Voting preference shareholders

- Dividend preference shareholders

- Redeemable preference shareholders



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RIGHTS OF ORDINARY

SHAREHOLDERS

Attend and express opinions at the General Meeting ofShareholders

Exercise the right to vote directly or through an authorizedrepresentative

Receive dividends Priority in subscribing for new shares offered for sale

Freely assign their shares to other excepting the casesstipulated in LOE 2005, Art.84, Clause 5.

Sight, look up and make an extract or copy of the charter ofthe company, the book of minutes of meetings andresolutions of the General Meeting of Shareholders

Receive a part of the remaining assets in case ofbankruptcy.

(LOE 2005, Art. 79)


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RIGHTS OF ORDINARY

SHAREHOLDERS

For shareholder / group of shareholders holding > 10% ofthe total ordinary shares for a consecutive period of sixmonths or more, or holding a smaller percentage asstipulated in the charter of the company:

- Nominate candidates to the Board of Management andthe Inspection Committee

- Request the convening of a General Meeting ofShareholders in the case stipulated in LOE 2005, Art. 79,clause 3

- Request the Inspection Committee to inspect eachparticular issue relating to the management andadministration of the company.

-(LOE 2005, Art. 79)


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OBLIGATION OF ORDINARY

SHAREHOLDERS

To pay in full for the shares subscribed for as undertaken within ninety (90) daysfrom 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 theamount 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 Comply with the charter and the internal management rules

Observe resolutions of the General Meeting of Shareholders and the Board ofManagement

Perform other obligations as stipulated in this Law and the charter of the company

An ordinary shareholder must bear personal responsibility where he or she performsone 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 orherself or other organizations or individuals;

(c) To pay premature debts where the company is likely to be in financial danger.

(LOE 2005, Art. 80)


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RIGHTS OF VOTING PREFERENCE

SHAREHOLDERS

Vote on matters which fall within the authority

of the general meeting of shareholders

Other rights as ordinary shareholders except

assigning such shares to other person.

(LOE 2005, art. 81)


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RIGHTS OF DIVIDEND PREFERENCE

SHAREHOLDERS

Receive dividends at the rates stipulated in LOE 2005,Art. 82, clause 1.

Receive a part of the remaining assets in proportion to

the number of shares contributed to the company afterthe company has paid in full its creditors and redeemablepreference shareholders in case of bankruptcy

Other rights as ordinary shareholders, except voting,

attending General meetings of Shareholders andnominating candidates to the Board of Management andthe Inspection Committee.



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RIGHTS OF REDEEMABLE

PREFERENCE SHAREHOLDERS

Other rights as ordinary shareholders, except

voting, attending General meetings of

Shareholders and nominate candidates to theBoard of Management and the Inspection

Committee.



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General Meeting of Shareholders (Art 96)

Being the highest decision-making authority of ashareholding company

All shareholders which may vote

Convene General Meeting of Shareholders (Art 97) Taking place annually or ad-hoc basis

* An annual meeting within a time-limit of 4 - 6

months from the end of the financial year At least once per year

In the territory of Vietnam


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List of shareholders entitled to attend General

Meeting of Shareholders (Art 98)

Based on the register of shareholders of the

company, be completed no later than 30 days.

A written invitation sent to no later than sevenworking days prior to the date of opening (Art

100).


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Conditions for conducting General Meetingof Shareholders (Art 102)

The number of attending shareholdersrepresents at least 65%

Second meeting within 30 days of the intendedopening of the first meeting, at least 51% ofattending shareholders.

Third meeting within 20 days from the date of

the intended opening of the second meeting,irrespective of the number of attendingshareholders


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Voting shall be conducted by collecting votingcards agreeing with the resolution, thereafter

collecting voting cards which do not agree. Thechairman shall announce the results of the votingcounts immediately prior to the closing of themeeting (Art 103)

A resolution of the General Meeting ofShareholders is approved by a number ofshareholders representing at least 65% of the totalvoting shares (3,a,Art 104)

A resolutions on classes of shares and totalnumber of shares is approved by a numbernumber of shareholders representing at least 75%

of the total voting shares (3,b,Art 104)


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Within ninety (90) days from the date the minutes

of the General Meeting of Shareholders, have the

right to request a court or an arbitrator to considerand cancel a resolution of the General Meeting of

Shareholders in the following cases: (Art 107)

1. The order and procedures for convening theGeneral Meeting of Shareholders did not comply

with this Law and the charter of the company;

2. The order and procedures for issuing a

resolution and the content of the resolution breach

the law or the charter of the company.


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DIVIDEND

IN SHAREHOLDINGCOMPANY

What is dividend ?


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DIVIDENDIN SHAREHOLDING

COMPANY

Dividendmeans the amount of net profits distributed to eachshare in cash or in the form of other assets from the remainingprofits of the company after discharge of financialobligations ( Article 4 )When a corporation earns a profit , that money can be put totwo uses:


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DIVIDEND


ARTICLE 82A dividend preference share - dividend paid at a rate > paid for anordinary share or at an annual fixed rate.

Annually paid dividends :not depend on the

outcome of thebusiness of thecompany

rate of fixed dividendsshall be stated individend preferenceshare certificates.

Fixeddividends Method for

determination ofbonus dividends shallbe stated in dividendpreference share

certificates.

Bonusdividends


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DIVIDEND


ARTICLE 82Dividend preference shareholders shall havethe following right

To receive dividends at therates stipulated in clause 1 ofthis article

Upon dissolution or bankruptcyof the company, to receive apart of the remaining assets inproportion to the number ofshares contributed to thecompany after the companyhas paid in full its creditors andredeemable preferenceshareholders

Other rights as ordinaryshareholders, subject to theexception in clause 3 of thisarticle.

Clause 3 - Dividend preference shareholders shall not have the right to vote, the right to attendGeneral Meetings of Shareholders or the right to nominate candidates to the Board ofManagement and the Inspection Committee.

A S


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PAY DIVIDENDS

ARTICLE 93 Dividends paid to preference shares shall be in accordance with the conditions applied

separately to each type of preference shares.

Dividends paid to ordinary shares shall be determined on the basis of the net profit

performed and payment for dividends shall be sourced from profits retained by the

company.

A shareholding company may only pay dividends to shareholders when the

company has fulfilled its tax obligations and other financial obligations in accordance with

law; has appropriate all funds of the company and fully covered previous losses in

accordance with law and the charter of the company; and upon payment of all intendeddividends, the company is still able to satisfy its debts and other property obligations which

become due.

PAY DIVIDENDS


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PAY DIVIDENDS

ARTICLE 93

.

Cash

Vietnamesedong Cheque Money

order posted

SharesOtherassets

Banktransfer

sufficient bankdetails of

shareholder

directly transferdividends to

shareholders bankaccount

Not be responsiblefor any damage

arising from exactbaking details

transfer

PAY DIVIDENDS


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PAY DIVIDENDS

ARTICLE 93

.

BOM

list of shareholders

determine the rate of dividendpaid for each share

the time-limit and method of

payment(< 30 days prior to eachpayment of dividends)

PAY DIVIDENDS


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PAY DIVIDENDS

ARTICLE 93

.

Notice onpayment

of

dividends

method guaranteed to reach theregistered addresses of all shareholders (< 15 days prior to the actual payment of

dividends)

shareholder (individual):name, permanent address,

nationality, number ofdecision on establishment

specify the name of the company,permanent address, nationality,

number of peoples identity card,passport

Shareholder (organization) : the numberof shares of each class held by such

shareholder, the dividend rate for each shareand the total dividends to be paid to suchshareholder, and the time and method for

payment of dividends; full name and

signature of the chairman of the BOM andthe legal representative of the

company

PAY DIVIDENDS


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PAY DIVIDENDS

ARTICLE 93Where shares are assigned between the completion of the

list of shareholders and the time of payment of dividends,

the assignor shall receive dividends from the company.

RECOVERY OF PAYMENTS FOR


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RECOVERY OF PAYMENTS FOR

DIVIDENDS (ARTICLE 94)

Where dividends are paid other than in accordance with article 93 of this Law,

all shareholders shall surrender to the company the monies or other assets

received; where a shareholder cannot surrender same to the company, such

shareholder and members of the BOM shall be jointly liable for the debts of the

company within the scope of the monies or assets which have been paid to

shareholders but have not been surrendered.

EXAMPLE OF A SHAREHOLDING


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EXAMPLE OF A SHAREHOLDING

COMPANY

Kinh Do Shareholding company

Establishedin 1993

foodstuff,

real estate,finance and

retail

Total staff :> 7,741persons.

Totalcharter

capital :3,483.1billiondong.

Totalrevenue:3,471.5

billiondong

(foodstuffaccounts

for 99.2%)

Total profit

reaches756.1billiondong.


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LAW ON SECURITIES (2006)

Amended and supplemented in accordance

with Resolution No. 51/2001/QH10 dated 25

December 2001 of the Xth National Assembly

at its 10th session.

Including 11 Chapters and 136 Articals.

Apply on 01/01/2007

Stipulates the regulations on public securities

offering, listing, dealing, trading, investing,

securities services and securities market.


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OTHER FORM - FDI

Foreign investors may invest in Vietnam in any

of the following forms:

1. Business co-operation on the basis of a

business co-operation contract;

2. Joint venture enterprise;

3. Enterprise with 100% foreign owned capital.

(Art.4-LOFI)


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BOARD OF MANAGEMENT

The chairman of the board shall be appointed by the parties tothe joint venture enterprise and responsible for convening andchairing meetings of the board and for monitoring theexecution of any resolutions of the board of management.

The general director and deputy general directors shall be

appointed and dismissed by the board of management and beresponsible before the board of management and the law ofVietnam for the management and running of the operations.

The general director or the first deputy general director shall bea Vietnamese citizen.

(Art.12-LOFI)


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MEETINGS

Extra-ordinary meetings of the board may beconvened at the request of:

1. The chairman of the board of management.

2. 2/3 of the board members.3. The general director or the first deputy general

director..

(Art.13-LOFI)


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PROFITS

Share the profits and bear the risks associated

with a joint venture enterprise in proportion to

their respective capital contributions.

Except where it is otherwise agreed by the

parties as stated in the joint venture contract.

(Art.10-LOFI)


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REFERENCES

Law on Enterprises 2005.

Law on Securities 2006.

Law on Foreign Investment.

www.kinhdo.vn


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THANK YOU

Share Holding Co. (Fixed)

Documents

Transcript of Share Holding Co. (Fixed)