Article 125. Private placement of shares

1. The private placement of shares of a non-public joint stock company shall satisfy the following conditions:

a) The offering is not made through mass media;

b) Shares are offered to fewer than 100 investors, not including professional securities investors or only offered to professional securities investors.

2. The private placement of shares of a non-public joint stock company shall be carried out as follows:

a) The company shall issue a decision on private placement of shares in accordance with this Law;

b) The company’s shareholders exercise their rights to buy shares in accordance with Clause 2 Article 124 of this Law, except consolidation and acquisition of companies;

c) In case the shares are not completely bought by the shareholders and the persons that receive the rights to buy shares, the remaining number of shares shall be offered by private placement under conditions that are not more favorable than those offered to the shareholders, unless otherwise accepted by the GMS.

3. Foreign investors that buy shares offered in accordance with this Article shall complete the procedures for purchasing shares specified in the Law on Investment.

Article 126. Selling shares

The Board of Directors shall decide the time, method and prices for selling shares. The selling prices must not be lower than their market values or latest book values, except:

1. Shares that are sold for the first time to persons other than founding shareholders;

2. Shareholders that are sold to all shareholders according to their holdings in the company;

3. Shares that are sold to brokers or guarantors, in which case the discount or discount rate must be approved by the GMS unless otherwise prescribed by the company’s charter;

4. Other cases in which the discount rates are specified in the company’s charter or resolution of the GMS.