Regarding terms and forms of acquisition:
– Conditions for redemption: Shareholders voting against the resolution on the reorganization of the company or changing the rights and obligations of shareholders prescribed in the company charter may request the company to redeem its shares. .
– Form of acquisition: Must be in writing, clearly stating:
+ Name and address of the shareholder;
+ Number of shares of each type;
+ Estimated selling price;
+ Reason for requesting the company to buy back.
The request must be sent to the company within 10 days after the General Meeting of Shareholders passes a resolution on the issues specified in this Clause.
The company is responsible for repurchasing this shareholder’s shares within 90 days from the date of receiving the request.
Regarding share purchase price:
The share purchase price is determined according to the market price or the price calculated on the principle prescribed in the company’s charter, the price agreed by the two parties. In case 2 parties cannot reach agreement on price, 02 parties may request a professional valuation organization to evaluate it. The company introduces at least 03 professional valuation organizations for shareholders to choose and that choice is the final decision.
About payment terms:
The company can only be paid if right after paying all the redeemed shares, the company still ensures to pay all debts and other property obligations.
In case the company is unable to ensure the full payment of debts and other property obligations after paying for the repurchase of shares of shareholders, shareholders must return to the company the amount of money and other assets already paid. take. If a shareholder fails to return the company, all members of the Board of Directors must jointly be responsible for the debts and other property obligations of the company within the value of the amount of money and assets. paid to shareholders without being refunded.
Regarding procedures after completing the repurchase of shares at the request of shareholders, the company must perform the following tasks:
– Carry out procedures for adjusting the charter capital reduction with Business Registration Office – Department of Planning and Investment within 10 days from the date of completion of payment for repurchase of shares, except for cases of stock law Stock has other provisions. The adjusted chartered capital will decrease in proportion to the total face value of the shares repurchased by the company.
– Destroy the number of shares confirming the shareholder’s ownership right after the payment is completed. In case the company does not destroy or slowly destroy these shares resulting in losses, the Chairman of the Board of Directors and the Director or General Director shall be jointly responsible.
– Within 15 days from the date of payment of all redeemed shares, the Company must notify all creditors of the company that the company has reduced more than 10% of the total value of assets if After paying all redeemed shares, the total value of assets recorded in the company’s accounting books will decrease by more than 10%. The number of shares redeemed in this case is considered the unsold shares of the company. Accordingly, the company is allowed to offer these shares to increase its charter capital in one of the following forms:
+ Offering to existing shareholders.
+ Public offering.
+ Private equity offering.