CHAPTER 10
Increases and Reductions of Capital

Section 136. The company may increase the amount of its registered capital by issuing new shares.

The issuance of new shares under paragraph one may be made after
(1) all shares have been sold and paid up, or, if the shares still remain unsold, the unsold shares shall be the shares issued for the exercise of rights under convertible debentures or shares warrant;
(2) the meeting of shareholders has passed a resolution by not less than three-fourths of the total votes of the shareholders attending the meeting present and qualified to voted; and
(3) such resolution has been produced to the Registrar for registration of change in the registered capital within fourteen days from the date on and having the right to vote resolution.

In this connection, Chapter 3 and Chapter 5 shall apply mutatis mutandis.

Section 137. The additional shares under Section 136 may be offered for sale in whole or in part and may be offered to shareholders in proportion to their respective shares already held first or to the public or any person whether in whole or in part, however, according to the resolution of the meeting of shareholders, and Section 38 shall apply mutatis mutandis.

Section 138. When the company has sold some part of the additional shares, it may apply to the Registrar for registration of a change in the paid-up capital by dividing into installments, each of not less than twenty-five percent of number of the offered shares, but shall also be specified in the prospectus or documents pertaining to share offering to the public.

In addition to the provisions in paragraph one, the company shall apply for registration of the change in the paid up capital within fourteen days from the date on which all the offered shares, in a number as specified in the prospectus or documents pertaining to share offering to the public, were paid up.

In applying for registration of a change in the paid-up capital under this Section, the company shall submit a list of shareholders of the company, only those holding the additional shares, specifying name, nationality, address, number of shares held, and share certificate number.

Section 139. The company may reduce the amount of its registered capital from the amount already registered by reducing the value of each share or reducing number of shares, but it may not reduce the capital to an amount lower than one-fourth of the total capital.

In the case where the company has an accumulated loss and it has already compensated for it under Section 119, and the accumulated loss still, however, remains the company may reduce its capital to the amount less than one-fourth of the total.

The amount and method to reduce share value or share amount under paragraph one or paragraph two shall be performed in accordance with the resolution of the meeting of shareholders by, a vote of not less than three-fourth of the total number of votes of the shareholders attending the meeting and having the right to vote, the company shall register approved share upon the resolution within 14 days as from the date on which when the meeting has passed a resolution.

Section 140. The meeting of shareholders may resolve to reduce its capital by cutting out the registered shares remaining unsold or not yet offered. When the resolution is passed, the company shall apply for registration of such resolution within fourteen days from the date on which it was passed.

Section 141. In reducing capital which is not the case under Section 140, the company shall send to the creditors known to the company a notice of the resolution to reduce capital within fourteen days from the date on which the resolution was passed, stating that any objection thereto shall be raised within two months from the date of receipt of the notice, and the company shall also announce such resolution in a newspaper over the fourteen days' period.

If an objection is raised, the company shall not reduce its capital until debts are repaid or security given thereon.

Section 142. Having complied with Section 139 and Section 141, the company shall apply for registration of its reduction of capital within the period as follows:
(1) fourteen days from the date of expiration of the period under Section 141, in the case no creditor raised an objection; or
(2) fourteen days from the date on which debts were repaid or security given thereon, in the case an objection was raised.

For this purpose, Section138 paragraph three shall apply mutatis mutandis.

Section 143. Upon registration of change in paid-up capital under Section 138 or registration of reduction of capital under Section 140 or Section 142, the company shall notify the shareholders thereof in writing and announce in at least one newspaper within fourteen days from the date of increase or reduction of capital, as the case may be.

Section 144. In the case where any creditor did not raise an objection to a reduction of capital of the company within the period under Section 141 because he had had no knowledge of the resolution to reduce capital and the lack of knowledge was not due to his fault. If such creditor wishes to have the shareholder who received the payment for shares return it and also be liable to him for the returned payment, he shall file a claim within one year from the date of registration of reduction of capital.

CHAPTER 11
Debentures

Section 145. The borrowing by the company by means of the issuance of the debentures for offer for sale to the public shall comply with the law on The Securities and Exchange Act. Furthermore, Section 25 shall apply mutates mutandis.

The resolution approving the issuance of the debentures under paragraph one shall be upon the meeting of shareholders passed by a vote not less than three-fourth of the number of votes of the shareholders total attending the meeting and having the right to vote.

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