IV. Chartered Capital, Shares And Founding Shareholders

Article 5: Chartered Capital, shares, Founding Shareholders

5.1. All shares issued by the Company are common shares.

5.2. On the date of the approval of this Charter, the Company’s Chartered Capital is 1,000,000,000,000 (one trillion) VND.

5.3. The Company’s Chartered Capital is divided into 100,000,000 (One hundred million) shares each with a face value of 10,000 (ten thousand) VND.

5.4. The Company can only increase its Chartered Capital when the Shareholders Meeting issues its approval in line with the prevailing regulations of the Law.

5.5. If the Shareholders Meeting approves, the Company can issue other preferential shares in line with the prevailing regulations of the Law.

5.6. The company can issue shares which buyers can purchase in installments. The due dates of installments and the amount to be paid in each installment must be specified upon the issue of shares.

5.7. Names, addresses, numbers of shares and other details about the Founding Shareholders as required by the Enterprise Law will be mentioned in the attached Appendix. The Appendix is a part of this Charter.

5.8. Shareholders will be given priority to buy new common shares scheduled to be issued, in proportions corresponding to the percentage of common shares currently held by each Shareholder in the Company. The Company must announce the offering and give clear details about the number of shares for sale and reasonable timing (not less than 21 days) so that Shareholders can place orders. Any shares which are not purchased following the offering announcement will be under the control of the Board of Directors. The Board of Directors can allocate [or present the rights to buy] the shares to candidates in a way that the Board of Directors deems suitable, with the condition that the shares may not be sold with terms which are more advantageous than those offered to the Shareholders, unless the Shareholders agree to different conditions or the shares are sold via the Securities Trading Center.

5.9. The Company can buy back its own shares, even returned shares, in any way permitted by the Enterprise Law and related laws within the jurisdiction which the Shareholders Meeting permits as defined in this Charter and the regulations of SGX. Any shares which the Company buys back must be kept and used as budgetary shares which the Board of Directors can offer in a way allowed by the Shareholders Meeting and conformed to other laws about securities and securities markets and all regulations of SGX once listed on Singapore market.

5.10. The Company can issue guaranteed and non-guaranteed bonds, and with approval of the Shareholders Meeting can issue convertible bonds which can be changed into shares and warrants. Holders of warrants have the right to buy shares conformed to the regulations about securities and securities markets.

Article 6: Share certificates

6.1. All Shareholders have the right to be granted a unique share certificate, except in cases stipulated by Article 6.8.

6.2. All issued certificates must be sealed by the Company and signed by the legal representative of the Company in accordance with the Enterprise Law. The quantity and the type of related shares, the amount paid, name of the holder and other information required by the Enterprise Law should be mentioned on the certificates. One registered certificate represents only one type of shares

6.3. According to the regulations of this Charter, anyone whose name is listed in the Shareholder Register in relation to any type of share will be given, for free, a certificate (if they are issued) within two months (or a longer period according to the stipulated terms of issue) after the purchase or (in the case of transfer) transfer.

6. 4. In the case that only a few registered shares in a registered share certificate are transferred, the old certificate will be made invalid and a new certificate recognizing the ownership of the remaining shares will be issued for free.

6.5. If a registered share certificate is torn, erased, lost, stolen or destroyed, a new certificate recognizing the ownership of the same amount of shares will be given to the holder upon request, with the condition that this person must send the old certificate to the Company or (in the event that the old certificate was lost or destroyed) must comply with all terms to prove and compensate and (in other situations) pay for all the expenses of the Company in line with the decision of the Board of Directors.

6.6. Owners of bearer share certificates must be independently responsible for preserving their certificates. The Company will not bear responsibility in any situation in which these certificates are lost or used for fraudulent purposes.

6.7. All forms of share certificates, bonds or other securities of the Company (except sale offer letters, temporary certificates and similar documents), unless current terms and conditions related to the certificates include different regulations, will be issued with the seal and facsimile signature of the legal representative of the Company.

6.8. Within the framework of the Enterprise Law and other laws about securities and securities markets, the Company can issue registered shares without share certificates given, and the shares (whether issued in this form or otherwise), can be transferred without transfer documents; or at any time the Board of Directors can enforce other regulations to replace corresponding regulations in this Charter regarding certificates and stock transfer.

Article 7: Share transfer

7.1. All shares can be transferred freely unless this Charter and the Law have other regulations. All stocks listed at the Securities Trading Center and at SGX will be transferred in line with regulations of the State Securities Commission, the Securities Trading Center and SGX.

7.2. Unless the Board of Directors issues different regulations in accordance with the Enterprise Law and with SGX regulations, all transfers of registered shares can be carried out in writing or in any way which can be accepted by the Board of Directors and possibly a change by hand. Listed stocks must be transferred via the Securities Trading Center or/and SGX in accordance with regulations of the State Securities Commission, Securities Trading Center and SGX. Transfer documents are signed by or on behalf of the transfer grantor and (except in cases in which the stock is paid in full) by or on behalf of the receiver. The transfer grantor will continue being the concerned owner of the share until the name of the receiver is listed in the Shareholder Register, unless a Shareholders Meeting takes place during that time, in which case the transfer receiver has the right to attend the meeting in place of the grantor for shares transferred in line with the Enterprise Law.

7.3. The Board of Directors has complete rights to refuse registration for the transfer of any registered shares for which full payment has not yet been made.

7.4. In the event of the death of a Shareholder, those executing the will or managing the assets of the deceased person will be the only person or persons whom the Company recognizes as having authority or inheriting benefits in relation to the shares. However, this regulation does not mean that clearing away the assets of the deceased Shareholder removes any responsibilities linked to any shares that person held.

Article 8: Share reclamation

8.1. If a Shareholder does not make complete and on-schedule payment for his stock purchase, the Board of Directors can send a notice to the Shareholder at any time requiring full payment of the purchase price, along with any accrued interest and fees arising from late payment to the Company.

8.2. The notice mentioned above will include a new deadline for payment (a minimum of seven days from the date the notice was sent) and venue for payment, and will clearly state that in the event that payment is not made according to the request, any shares not yet completely paid for will be reclaimed.

8.3. If any requirement in the notice is not fulfilled, the Board of Directors can reclaim all shares mentioned in the notice at any time before full payment of the purchase price, interest and related fees is made. The reclamation of shares also includes any announced dividends to be paid on the reclaimed shares that have not yet been paid out at the time of reclamation. The Board of Directors can accept the handover of reclaimed shares with the following regulations and in other cases stipulated by this Charter.

8.4. A share which is reclaimed or surrendered will become the property of the Company and can be sold, redistributed or dealt with in a different way for the person who owned the share before it was reclaimed or surrendered, or anyone else according to the conditions and methods the Board of Directors deems appropriate. If needed, the Board of Directors can authorize certain persons to hand over the shares to any other person.

8.5. A Shareholder who owns shares which are reclaimed or surrendered must abandon his Shareholder status in relation to those shares, but still bears the responsibility to pay the Company all sums related to those shares which were not paid at the time of reclamation or surrender, plus interest and penalty interest rate of 1.5 time of the 12-months interest rate indicated by Vietcombank or on the decision made by the Board of Directors from the date of reclamation or surrender to the date of payment, and in the matter of demanding payment, the Board of Directors retains the right to determine if the entire share value at the date of reclamation or surrender must be repaid, or if a reduction in payment or exemption from payment will be allowed.

8.6. When a share is reclaimed, a notice about the reclamation will be sent to the person who held the share before the date of reclamation; but in no case will the reclamation be made invalid for reasons of omission or carelessness in the sending of the notice.