Article 127. Transfer of shares

1. Shares may be transferred freely except the cases specified in Clause 3 Article 120 of this Law and other cases of restriction specified in the company’s charter. The restrictions on transfer of shares specified in the company’s charter are only applicable if they are written in the certificates of the shares subject to restriction.

2. The transfer shall be made into a contract or carried out on the securities market. In case of transfer under a contract, the documents shall bear the signatures of the transferor and the transferee or their authorized representatives. In case shares are transferred on the securities market, the transfer procedures prescribed by securities laws shall apply.

3. In case of the death of a shareholder that is an individual, his/her heir at law or designated by a will shall become a shareholder of the company.

4. In case a shareholder that is an individual dies without an heir or the heir refuses the inheritance or is disinherited, his/her shares shall be settled in accordance with civil laws.

5. A shareholder may donate all or part of their shares to other organizations and individuals; use the shares to pay debts. The organization or individual that receives the donation or debt payment will become a shareholder of the company.

6. The organizations and individuals that receive shares in the cases specified in this Article will only become shareholders when the information specified in Clause 2 Article 122 of this Law is fully recorded in the shareholder register.

7. The company shall register the changes of shareholders in the shareholder register as requested by relevant shareholders within 24 hours after the request is received.

Article 128. Private placement of bonds

1. The joint stock company that is not a public company may make sell bonds using private placement in accordance with this Law and relevant laws. Private placement of bonds by public companies and other organizations, and public offering of bonds shall comply with securities laws.

2. Private placement of bonds by a joint stock company that is not a public company means the offering of bonds without mass media to fewer than 100 investors, excluding professional securities investors, that satisfy the following conditions:

a) Strategic investors for privately placed convertible bonds and bonds attached to warrants;

b) Professional securities investors for privately placed convertible bonds, warrant-linked bonds and other kinds of privately placed bonds.

3. A joint stock company that is not a public company must satisfy the following conditions to make private placement of bonds:

a) The company’s has fully paid the principal and interest of the bonds that are offered and due or fully paid due debts over the last 03 years before the offering (if any), except offering of bonds to creditors that are pre-selected finance organizations;

b) The company has the audited financial statement of the year preceding the year of offering;

c) The liquidity ratios and prudential ratios are maintained;

d) Other conditions prescribed by relevant laws.