VIETNAM INFRASTRUCTURE LTD 1 The name of the Company is Vietnam Infrastructure Limited.
2 The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place as the Directors may from time to time decide.
3 The objects for which the Company is established are unrestricted and the Company shall
have full power and authority to carry out any object not prohibited by the Companies Law
(2013 Revision) or as the same may be revised from time to time, or any other law of the
Cayman Islands.
4 The liability of each Member is limited to the amount from time to time unpaid on such
Member's shares.
5 The share capital of the Company is US$100,000,000 divided into 5,000,000,000 Private Equity Shares of a par value of US$0.01 each and 5,000,000,000 Listed Portfolio Shares of a par value of US$0.01 each.
6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7 Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.
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THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF VIETNAM INFRASTRUCTURE LIMITED (ADOPTED BY SPECIAL RESOLUTION PASSED ON 15 DECEMBER 2014[ ] 2015BUT EFFECTIVE ON THE EFFECTIVE DATE) Interpretation 1 In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: 'Admission' admission of the Listed Portfolio Shares to trading onAIM.
'AIM' means AIM, a market operated by London Stock
Exchange plc.
'Articles' means these articles of association of the Company. 'Auditor' means the person for the time being performing the
duties of auditor of the Company (if any). 'Company' means the above named company.
'Directors' means the directors for the time being of the Company. 'Dividend' includes an interim dividend.
'Effective Date' means with effect from such time and date as shall be determined by the Directors of the Company in their sole
discretion (but not being later than 30JuneSeptember
2015).
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'Electronic Record' has the same meaning as in the Electronic Transactions
Law (2003 Revision).
(i) sections 1471 to 1474 of the US Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting and/or withholding tax regimes;
(ii) any intergovernmental agreement, treaty, regulation, guidance or any other agreement between the Cayman Islands (or any Cayman Islands government body) and the US, the UK or any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in paragraph (i); and
(iii) any legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding paragraphs.
'Member' has the same meaning as in the Statute.
'Memorandum' means the memorandum of association of the Company.
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'Ordinary Resolution' means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
'Private Equity Share' means a share in the capital of the Company of US$0.01 par value designated as a Private Equity Share and having the rights provided for in these Articles.
'Register of Members' means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
'Registered Office' means the registered office for the time being of the
Company.
'Seal' means the common seal of the Company and includes every duplicate seal.
'Separate Account' means a separate internal account of the Company which the Directors may establish and cause to be maintained in accordance with these Articles.
'Share' and 'Shares' means a share or shares in the Company including
Private Equity Shares and Listed Portfolio Shares.
'Special Resolution' has the same meaning as in the Statute, and includes a unanimous written resolution.
'Statute' means the Companies Law (2013 Revision) of the
Cayman Islands.
Ireland.
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'United States Person' means:
(a)
any natural person resident in the United States;
(b) (c) (d) (e) (f)
(g)
(h)
any partnership or corporation organized or incorporated under the laws of the United States;
any estate of which any executor or administrator is a United States Person;
any trust of which any trustee is a United States
Person;
any agency or branch of a foreign entity located in the United States;
any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Person;
any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
any partnership or corporation if:
(i) (ii)
organized or incorporated under the laws of any foreign jurisdiction; and
formed by a United States Person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as amended, unless it is organized or incorporated, and owned, by accredited investors (as defined in §
230.501(a) of Regulation D under such Act)
who are not natural persons, estates or trusts.
However, a United States Person does not include:
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(a)
any discretionary account or similar account
(other than an estate or trust) held for the benefit or account of a non-United States Person by a dealer or other professional fiduciary organized,
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incorporated, or (if an individual) resident in the
United States;
(b)
any estate of which any professional fiduciary acting as executor or administrator is a United States Person if:
(i)
(ii)
an executor or administrator of the estate who is not a United States Person has sole or shared investment discretion with respect to the assets of the estate; and
the estate is governed by non-United States law;
(c)
(d)
(e)
any trust of which any professional fiduciary
acting as trustee is a United States Person, if a trustee who is not a United States Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a United States Person;
an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
any agency or branch of a United States Person located outside the United States if:
(i) (ii)
the agency or branch operates for valid business reasons; and
the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
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(f)
the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
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'VVF' means Forum One -VCG Partners Vietnam Fund, a sub-fund of Forum Onean open-endedinvestment company with variable capital (SICAV) with multiplesub-fundsincorporated under the Luxembourg Law of
17 December 2010 on undertakings for collective investment and regulated by the CSSF and anysuccessor fund.
'VVF Shares' means shares in VVF held by the Company.
2 In the Articles:2.1
words importing the singular number include the plural number and vice-versa;
2.2
words importing the masculine gender include the feminine gender;
2.3
words importing persons include corporations;
2.4
2.5
2.6
2.7
'written' and 'in writing' include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
any phrase introduced by the terms 'including', 'include', 'in particular' or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
headings are inserted for reference only and shall be ignored in construing these
Articles.
3 The business of the Company may be commenced as soon after incorporation as the
Directors shall see fit.
4 The Directors may pay, out of the capital or any other monies of the Company, all
expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
5 The Listed Portfolio Shares shall have the following rights:
(a)
as to voting: the holder of a Listed Portfolio Share shall (in respect of such Listed
Portfolio Share) have the right to receive notice of, attend at and vote as a Member at
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any general meeting of the Company, save that the holder of a Listed Portfolio Share shall not be entitled to vote on any resolution to approve a continuation of the Company beyond 2017; and
(b)
(c) (d)
as to capital: a Listed Portfolio Share shall confer upon the holder the right in a
winding-up to participate in the surplus assets of the Company by reference to the Separate Account attributable to the Listed Portfolio Shares as provided in these Articles;
as to income: a Listed Portfolio Share shall confer on the holders thereof the right to receive dividends and distributions as provided in these Articles; and
as to repurchases: a Listed Portfolio Share shall confer upon the holders the repurchase rights in respect of Listed Portfolio Shares as more particularly described under Articles 25.1 to 25.5 (inclusive).
6 The Private Equity Shares shall have the following rights:
(a) as to voting: the holder of a Private Equity Share shall (in respect of such Private Equity Share) have the right to receive notice of, attend at and vote as a Member at any general meeting of the Company; and
(b) as to capital: a Private Equity Share shall confer upon the upon the holder the right in a winding-up to participate in the surplus assets of the Company by reference to the Separate Account attributable to the Private Equity Shares as provided in these Articles; and
(c) as to income: a Private Equity Share shall confer on the holders thereof the right to receive dividends and distributions as provided in these Articles.
7 Subject to Articles 5 and 6 and the provisions, if any, in the Memorandum (and to any
direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.
8 The Company shall not issue Shares to bearer.
9 The Directors shall have the power to establish and maintain, with respect to Shares of any class, a Separate Account, to record (purely as an internal accounting matter) the allocation, on a differentiated basis, of the assets and liabilities of the Company to the holders of Shares of any such class in a manner determined by the Directors and the rights otherwise attaching to the Shares.
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10 The proceeds from the issue of Shares of any class shall be applied in the books of the Company to the Separate Account established for Shares of that class. The assets and liabilities and income and expenditure attributable to that Separate Account shall be applied to such Separate Account and, subject to the provisions of these Articles, to no other Separate Account. In the event that the assets of a Separate Account referable to any class are exhausted, any and all unsatisfied claims which any Members or former Members referable to that class have against the Company shall be extinguished. The Members or former Members referable to a class shall have no recourse against the assets of any other Separate Account established by the Company.
11 Where any asset is derived from another asset (whether cash or otherwise), such
derivative asset shall be applied in the books of the Company to the same Separate Account as the asset from which it was derived, and on each revaluation of an asset the increase or diminution in value shall be applied to the same Separate Account and, subject to the provisions of these Articles, to no other Separate Account.
12 In the case of any asset or liability of the Company which the Directors do not consider is attributable to a particular Separate Account, the Directors shall have discretion to determine the basis upon which any such asset or liability shall be allocated between or among Separate Accounts.
13 The Directors may, in the books of the Company, allocate assets and liabilities to and from Separate Accounts if, as a result of a creditor proceeding against certain of the assets of the Company or otherwise, a liability would be borne in a different manner from that in which it would have been borne if applied under the foregoing Articles.
14 The Directors may from time to time transfer, allocate or exchange an asset or liability from one Separate Account to another Separate Account provided that at the time of such transfer, allocation or exchange the Directors form the opinion (in good faith) that the value in money or money's worth of each such asset or liability transferred, allocated or exchanged is not significantly less or more than the value in money or money's worth received by the Separate Account from which such asset or liability is transferred, allocated or exchanged.
15 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
Closing Register of Members or Fixing Record Date
16 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other proper purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting
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of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting.
17 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members, and for the purpose of determining the Members entitled to receive payment of any Dividend.
18 If the Register of Members is not so closed and no record date is fixed for the
determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such Dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
19 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
20 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
21 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
21.1
21.2
The Directors shall permit Shares to be held in uncertificated form and shall have power to implement such arrangements as they may, in their absolute discretion, think fit in order for any class of Shares to be transferred by means of a Relevant System of holding and transferring Shares and to be a participating security (subject always to any applicable law and the requirements of the Relevant System concerned).
Where the arrangements described in Article 21.1 are implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with:
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