| COMPANY NAME | SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness |
| ..., on the ... day of the ... month of the year ... |
SHARE PURCHASE AGREEMENT
No.: … …/HĐMBCP/… – …
– Pursuant to the 2020 Enterprise Law passed by the National Assembly on June 17, 2020;
– Pursuant to the Company's Articles of Association …;
– Pursuant to Resolution No. …/2025/NQ-ĐHĐCĐ issued by the General Meeting of Shareholders of … Joint Stock Company on …/…/20… ;
– Based on the actual needs and capabilities of the parties.
Today, on … month … year 20… at the headquarters of … Company, address: …, we, including:
| Party A - Seller | |
| Unit Name | : … |
| Tax ID number | : … |
| Representative | Position: … |
| Headquarters address | : … |
| SELLER - BUYER | |
| Unit Name | : … |
| Tax ID number | : … |
| Representative | Position: … |
| Headquarters address | : … |
| Considering that:
– Company … (Hereinafter referred to as “the Company") is a company established under Vietnamese law, with business registration certificate number … issued by … for the first time on …/…/20…. – The authorized capital of the Company at the time of signing this Contract is … VND (… Vietnamese dong), divided into … common stock (… common stock), common stock with a par value of … VND per share (… Vietnamese dong). In which, the existing shareholders of the Company have registered to purchase and paid in full. … shares. The company will issue additional shares. … common stock (… common stock) is a type of common stock with a par value of … VND per share.. – The Seller wishes to sell newly issued shares in the Company to the Buyer, and the Buyer wishes to purchase newly issued shares in the Company from the Seller under the terms and conditions set forth in the Agreement below. |
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Definition |
| The definitions and interpretation principles in this clause apply to the Contract: | |
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(The) shareholders: That is, the common shareholders of the Company, who have the rights and obligations stipulated in the Company's Articles of Association and Vietnamese law. |
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Trading sharesMeaning that the total number of newly issued shares of the Company shall be purchased by the Buyer in accordance with the provisions of Article 3 of the Agreement. |
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Handover timeMeaning that the Buyer's information date is recorded in the Shareholder Register of the Joint Stock Company ... as stipulated in Article 6 of the Contract. |
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Preemptive rights of shareholders |
| Prior to the signing of this contract, the General Meeting of Shareholders of the Company approved the plan to offer newly issued shares to the Buyer. Accordingly, the existing shareholders transferred their preemptive rights to purchase these shares to the Buyer. | |
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Trading shares |
| Pursuant to the terms and conditions set forth in this Agreement, the Seller agrees to sell and the Buyer agrees to purchase. … common stock (… common stock), the newly issued common shares of the Seller have a par value of … dong/share (In words: … dong per share). | |
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Share purchase price |
| The Seller agrees to sell and the Buyer agrees to purchase the Shares at a purchase price of … dong/share (… dong per share). The total payment amount is … VND (… Vietnam rumoredg). | |
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Method of payment for the purchase price of shares |
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The purchase price for the shares shall be paid in full by the Buyer to the Seller in Vietnamese Dong, with the following payment schedule::
a) Within … business days from the date of signing this contract, the Buyer shall pay the Seller …% the total payment amount (equivalent to … VND); b) Within … days from the date of signing this contract, the Buyer shall pay the Seller …% the total payment amount (equivalent to … VND). |
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All payments for the purchase price of shares specified in Clause 5.1 of Article 5 shall be transferred by the Buyer to the Seller's account with the following account information::
Account name: JOINT STOCK COMPANY … Account number: … Open at: Bank … |
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Handover time |
| The Seller shall be obligated to record the Buyer's information in the Company's Shareholder Register and issue, and simultaneously deliver, the corresponding share certificates for the purchased shares to the Buyer within 30 (thirty) days from the date the Buyer completes payment for the shares or at another time if the parties mutually agree in writing. | |
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Seller's Commitment |
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During the period from the date of signing to the date of completion, the Seller commits to the Buyer regarding the operation and management of the Company as follows:
a) The Company shall be managed prudently and in good faith in the ordinary course of business as before the date of execution and in accordance with the Company's previous management practices and business customs; b) Maintain the Company's assets in good working order, taking into account normal wear and tear. |
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The Seller shall not delay in notifying the Buyer of any internal or external measures or events that, in the Seller's reasonable judgment, are likely to cause serious adverse consequences to the Company or its business operations, regardless of whether such measures or events occur within or outside the Seller's control. |
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Commitment of the Buyer |
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The Buyer undertakes to pay the purchase price for the shares in full and on time. |
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The Buyer undertakes to provide complete and accurate information regarding the legality of the Business Certificate/Operating License and other necessary information to the Seller. |
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Seller's Representations and Warranties |
| The Seller clearly states and commits that the following issues are true as of the date of signing: | |
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The establishment and execution of this Agreement, along with other agreements to which the Company is a party, as well as the completion of the transactions contemplated in this Agreement, will not result in any breach. |
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The Company has obtained all necessary approvals and has performed all necessary work as required by the Company to execute and complete the transactions arising from this Agreement. |
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The company is established and operates legally under Vietnamese law. The company has no secret or public investments or returns, nor does it have any debts or profits that are distributed in a non-transparent manner. |
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Tradable shares are issued in accordance with the laws governing the issuance of shares under Vietnamese law. |
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By purchasing the Sale Shares at the time of transfer, the Purchaser shall receive full, unrestricted, and unimpeded ownership rights to the Sale Shares and shall have the right to dispose of such shares and shall be required to make full capital contributions as prescribed. |
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The company commits that, at the time of transfer:
a) The company conducts its business activities in accordance with its license and legal regulations; b) There shall be no distribution of profits in any form; c) No sale, lease, license, or other transfer of the Company's assets, or use of such assets to secure other obligations. |
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Declarations and Warranties of the Buyer |
| The Buyer clearly declares and commits in the form of an independent guarantee with legal validity as stipulated in this Contract that the following information is accurate at the time of signing the Contract, unless otherwise specified in the Contract: | |
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The execution of this Contract and any related agreements to which the Buyer is a party, as well as the completion of the transaction documented herein, do not violate any applicable laws. |
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The Buyer has obtained all necessary consents and taken all actions required by the Buyer's corporate governance regulations to execute the share purchase transactions under this Agreement. |
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Shareholder rights |
| The Parties agree that, as of the Transfer Date, the Purchaser shall become a shareholder of the Company, with the rights and obligations as stipulated in the company's articles of association and Vietnamese law. | |
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Termination of contract |
| The Buyer may terminate this Agreement by sending written notice to the Seller at any time on or before the transfer date if and only if: | |
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The Parties shall complete the payment for the purchase of shares, and the Buyer's information shall be recorded in the Shareholder Register. The Parties shall sign the Settlement Memorandum. |
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The Parties shall agree in writing to terminate this Contract before its expiration date; in this case, the settlement of the Contract shall be agreed upon by the Parties in the written termination of the Contract. |
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One of the parties is affected by a force majeure event specified in this Contract, and that event cannot be remedied. In this case, if the Parties mutually agree to terminate the Contract prematurely due to force majeure, the Parties must organize a meeting and prepare a Premature Contract Termination Memorandum, specifying the subsequent responsibilities of the Parties after termination of the Contract in the memorandum and must fully perform their respective responsibilities.
If the parties cannot agree on a termination plan, this Contract shall automatically terminate when the force majeure event lasts for more than two (2) months from the date the Party affected by the force majeure event notifies the other Party of the force majeure event in accordance with Clause 16.2 Article 16 of this Contract or from the date of expiration of the Notice but the Affected Party fails to notify the other parties of the force majeure event. |
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One of the parties has had the necessary licenses revoked by the relevant state management agencies, resulting in the inability to continue performing this Contract.
In this case, the other party has the right to unilaterally terminate the contract. The party at fault, leading to the revocation of its license by the State Management Agency, shall be liable in accordance with Article 13 of this Contract. |
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The contract shall terminate in accordance with Section 13.3 of Article 13 of this Contract. |
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Any event, whether occurring individually or in conjunction with other events, that could potentially cause serious adverse consequences for the Company or its business operations. |
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Liability for breach of contract |
| In the event that either party (“The Violator”) violates any provision of this Agreement, the other Party (“The Party Whose Rights Have Been Violated”) has the right to simultaneously apply the following sanctions against the Violating Party: | |
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Breach of duty |
| The Violating Party shall be liable for a penalty of 8% of the value of the breached Contract. | |
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Compensation for damages |
| In the event that one Party breaches or fails to fulfill any obligation under the contract, the aggrieved Party shall notify the breaching Party in writing of the content of the breach or failure to fulfill the obligation and request compensation for damages based on the actual circumstances.
In the event of any breach of obligations by a Party, the Breaching Party shall be solely responsible for restoring the original state as requested by the Non-Breaching Party. |
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Unilateral termination of contract |
| If either Party breaches any provision of this Agreement in a manner that adversely affects the legitimate rights and interests of the Non-breaching Party, and the Non-breaching Party has notified the breaching Party to cease the breach and/or remedy the consequences of the breach, but the Violating Party fails to take remedial action or/and fails to complete the remedial action within 15 (fifteen) days (unless this Agreement specifies a different time limit) from the date of the Notice from the Non-Violating Party, the Non-Violating Party shall have the right. | |
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Privacy Policy |
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For the purposes of the Contract, A Party includes its managers, employees, collaborators, other related persons, member companies, agents, and contractors, who may disclose their information (“Disclosing Party”) to the other Party, including its managers, employees, collaborators, other related persons, member companies, agents, and contractors (“Receiving Party”). Such disclosed information includes: (i) all information relating to the Contract, Annexes/Orders signed between the Parties; (ii) information relating to the technical operations of the Disclosing Party, including but not limited to computer systems, software, solutions, and means used by the Disclosing Party in connection with the Disclosing Party's business; (ii) information about the Disclosing Party's finances, business, and commercial situation, or information related to the Disclosing Party's customers or partners; (iii) internal documents and procedures; and (iv) other business documents in any form (“Confidential Information”). |
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The Receiving Party agrees not to disclose, present, or otherwise provide the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party is responsible for keeping the Disclosing Party's Confidential Information safe and secure. The Receiving Party confirms that all employees, agents, subcontractors, and persons authorized to access Confidential Information have understood and comply with the provisions of the confidentiality provisions in this Article.
Except for information required for the purpose of applying for the necessary licenses for the digital asset exchange. |
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The Receiving Party agrees to promptly notify the Disclosing Party upon becoming aware of any breach of the confidentiality obligations under this Agreement and to provide maximum assistance to the Disclosing Party in investigating such breach. The Receiving Party will make every effort to assist the Disclosing Party in identifying and preventing any unauthorized access, use, or disclosure of any Confidential Information of the Disclosing Party as defined in this Agreement. |
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The Recipient may only disclose Confidential Information to a Third Party in the following cases: (i) with the prior written consent of the Disclosing Party; (ii) pursuant to a lawful and valid written request from a competent government agency or for the purpose of applying for licenses as required by law, and the Recipient has provided prior notice to the Disclosing Party regarding the scope of the disclosed information; (iii) the information has been made public in any form. |
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The Receiving Party agrees to return, surrender to the Disclosing Party, or destroy all materials, in any format, collected by the Receiving Party and/or delivered by the Disclosing Party after the termination of this Agreement. |
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The obligations and commitments stipulated in this Article shall remain in effect for 24 months. (twenty-four) months from the date of termination of the Contract. |
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Dispute Resolution Terms |
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In the event of any dispute arising from or related to this Contract (“Dispute”), The parties agree to make every effort to negotiate the issues with the aim of reaching a consensus on an amicable solution in the spirit of mutual respect for each other's interests to resolve the Dispute. |
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If, after 15 days from the date of the dispute, the parties are unable to negotiate or the negotiations fail to produce a result, the parties have the right to file a lawsuit with the competent court. |
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Language for dispute resolution: Vietnamese. |
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Other terms |
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Any amendments or modifications to this Agreement, as well as any additions hereunder, shall only be effective if agreed to in writing by the Parties. |
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For the purposes of this Agreement, a Force Majeure Event is an event beyond the control, unforeseeable, unavoidable, and insurmountable despite the application of all necessary and feasible measures by each Party (collectively, the “Affected Party”) that results in the inability to perform this Agreement. Force majeure events include, but are not limited to: floods, fires, droughts, storms, earthquakes, epidemics, protests, riots, civil unrest, and war (whether declared or undeclared), changes in Vietnamese laws or regulations that prevent the provision of services as specified in this Agreement. |
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If any provision of this Agreement becomes invalid or does not contain a necessary provision, the legal validity of the other provisions of this Agreement shall remain unaffected. |
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This contract shall be interpreted and governed by the laws of Vietnam. |
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This Agreement has been executed in three (03) original Vietnamese language copies, each of which is equally valid and has been duly signed by the Parties on the date indicated above. |
| PARTY A
COMPANY … |
SIDE B
COMPANY …
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| … | … |
