Offering of shares to existing shareholders

Article 124. Offering of shares to existing shareholders

Transfer-pricing-services21. Offering of shares to existing shareholders means the company’s increase of the amount of authorized shares and selling all of such shares to all shareholders according to their shares of the company.

2. The offering of shares to existing shareholders of a joint-stock company other than a public joint-stock company shall be carried out as follows:

a) The company shall send written notifications to shareholders’ permanent residences or mailing addresses by registered mails according to the shareholder register at least 15 days before the deadline for registering to buy shares;

b) The notification shall contain the full name, address, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, headquarter address if the shareholder is an organization; the shares and holding in the company; total amount of shares to be offered, amount of shares may be purchased by shareholders; offer prices;

deadline for registration; full name and signature of the company’s legal representative. The notification of be enclosed with the registration form issued by the company. If the registration form is not sent to the company by the notified deadline, the shareholder shall no longer have the preemptive right to buy shares;

c) Shareholders are entitled to transfer their preemptive right to buy shares to other people.

3. In case the amount of offered shares are not completely registered by shareholders and recipients the preemptive right to buy shares, the Board of Directors is entitled to sell the remaining authorized shares to shareholders of the company or other people in a reasonable manner and conditions that are not more convenient than the conditions offered to shareholders, unless otherwise accepted by the General Meeting of Shareholders or shares are sold via a Stock Exchange.

4. Shares are considered sold when they are fully paid and information about the buyer mentioned in Clause 2 Article 121 of this Law are fully written in the shareholder register; from then on, the share buyer shall be come a shareholder of the company.

5. After shares are fully paid, the company shall issue and give share certificates to the buyer. The company may sell shares without giving share certificates. In this case, information about the shareholder mentioned in Clause 2 Article 121 of this Law shall be Recipients written in the shareholder register to certify the shareholder’s ownership of shares of the company.

Article 125. Selling shares

Transfer-pricing-services1The Board of Directors shall decide the time, method of sale, and selling prices of shares. Selling prices of shares must not fall below the market price on the offering date or the latest book value of shares, except for the following cases:

1. Shares are initially offered to those other than founding shareholders;

2. Shares are offered to all shareholders according to their holding in the company;

3. Shares are offered to a broker or a guarantor. In such cases, the discount rate or discounting ratio must be approved by the General Meeting of Shareholders, unless otherwise prescribed by the company’s charter;

4. Other cases and corresponding discount rates prescribed by the company’s charter.