XVIII. Termination of operations and liqudation

Article 43. Termination of operations

43.1. The Company can be dissolved or terminates its operations under the following conditions:

a. The Company reaches the end of its Operating Term, including any extensions.

b. A court of Vietnam with full authority declares the Company bankrupt as stated by the current Law;

c. Shareholders holding at least 75% of the voting rights, present at a Shareholders Meeting or by proxy, vote to dissolve or terminate the Company’s operations.

d. In other cases as regulated by the Law.

43.2. Any decision to dissolve the Company before the end of its Operating Term (including an extended term) must be approved by the Shareholders Meeting and the decision must be announced to Vietnam’s appropriate authorities to inform or to get approval if the approval procedure is compulsory.

Article 44. Deadlock between members of the Board of Directors and Shareholders

Unless otherwise stated in this Charter, Shareholders holding 75% of the shares in circulation with the rights to vote in an election of members of the Board of Directors have the right to appeal to the Court to request a dissolution in accordance with one or more of the following bases:

44.1. Board of Directors members cannot agree on the management of the Company, leading to a state of not reaching enough votes for the Board of Directors to act.

44.2. Shareholders cannot agree and do not have enough votes as required to proceed with the election of Board of Directors members.

44.3. There is internal conflict and the Shareholders are separated into two or more factions, making dissolution the most beneficial plan for all the Shareholders.

Article 45 Extension of Operating Term

45.1. The Board of Directors will convene a Shareholders Meeting at least 7 months before the termination of its Operating Term so that Shareholders can vote on the extension of the Company’s operation for a period proposed by the Board of Directors.

45.2. The Operating Term will be extended if Shareholders holding at least 75% of the voting rights, present at the Shareholders Meeting or via authorized proxy, vote for the extension.

Article 46 Liquidation

46.1. At least 6 months before the conclusion of the Company’s Operating Term or after a decision to dissolve the Company, the Board of Directors must establish a Liquidation Council of three (3) members. Two of the members are assigned by the Shareholders Meeting and one is assigned by the Board of Directors from an independent auditing company. The Liquidation Council will prepare its own operating regulations. The members of the Council can be selected from the Company’s employees or from independent experts. All expenses incurred during the liquidation will be paid by the Company before the Company’s other debts.

46.2. The Liquidation Council has the responsibility to report to the business registration authorities on its day of establishment and the commencement day of operations. From that day, the Council will represent the Company in all matters relating to the liquidation of the Company before the Court and other administrative authorities.

46.3. The money collected from liquidation will be paid out in the following order:

a. liquidation expenses;

b. employees’ salaries and social security;

c. tax and other importation tax-related amounts the Company must pay to the government of Vietnam;

d. loans ( if any);

e. other Company debts;

f. the remains after the payment of items (a) to (e) above will be divided among Shareholders. Common shareholders will paid after preferred shares’ paid off.