CHANGE OF SHAREHOLDERS IN A JOINT-STOCK COMPANY:

REGULATIONS AND PROCEDURES

Regulations on change of shareholders in joint-stock companies

Rights and Conditions of Share Transfer

- Freedom of Transfer: Joint stock companies allow the free transfer of shares to anyone, except in cases where there are restrictions in the company's charter or according to the Law on Enterprises 2020.

- Founding shareholders:

+ In the first 03 years from the date of issuance of the Enterprise Registration Certificate, the shares of the founding shareholders can only be transferred to other founding shareholders or must be approved by the General Meeting of Shareholders if they are transferred to outsiders.

+ After 03 years, the founding shareholders can freely transfer their shares to other founding shareholders or investors who are not founding shareholders without the approval of the General Meeting of Shareholders.

Amendment of the company's charter

1. Need to amend the company's charter when changing shareholders

- According to Article 24 of the Law on Enterprises 2020, when changing the information of the founding shareholders, the company needs to amend the company's charter. The company's charter must update information about the founding shareholders, the number and type of shares, as well as the charter capital.

2. Procedures for amending the Charter

- Drafting Decisions: The General Meeting of Shareholders must decide to amend the Charter.

- Update Information: Update the amended Charter and notify the Business Registration Office of the change of information.

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Change of information of founding shareholders

1. Carry out the change procedure

- In case of need to notify:

Only notify the Business Registration Office when the founding shareholders have not paid the full number of registered shares.

- Dossier of change: - Notification of changes in business registration contents.

- Updated list of founding shareholders. - Documents proving the change of shareholders.

2. Carry out the procedure

- Submit documents: Submit documents at the Business Registration Office where the company is headquartered.

- Processing of dossiers: The Business Registration Office shall check dossiers, update information in the National Database and issue certificates if necessary.

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Dossier of change of shareholders

1. Share transfer documents

- Decision and Minutes of Meeting: Decision of the General Meeting of Shareholders and minutes of the meeting on the transfer of shares.

- List of Shareholders: List of current founding shareholders.

- Company Charter: The amended company charter.

- Transfer Contract: Share transfer contract and contract liquidation record.

- Share Certificates: Share certificates of shareholders.

- Shareholder Register: Update new shareholder information.

2. Recognition of the transfer

- Complete Procedures: The transfer of shares is completed when the contract liquidation record is signed, without waiting for confirmation from the Business Registration Office.

- Issuance of Certificates: The General Meeting of Shareholders issues share certificates to new shareholders.

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