CHAPTER 3
Offer of Shares for Sale to the Public

Section 24. An offer of shares for sale to the public or to any person shall be in accordance with the law on securities and stock exchange.

Section 25. The promoters or the company shall submit to the Registrar a copy of the documents relating to the offer of shares for sale to the public, which shall be prepared and submitted to authorities under the law on securities and stock exchange, within fifteen days as from the date of submission to such authorities in accordance with the rules, procedure, and conditions prescribed by the Registrar.

CHAPTER 4
Statutory Meeting and Registration of a Company

Section 26. Unless otherwise provided, the promoters may not dispose of property received as payment for subscription for shares of the company or use payment for subscription for shares of the company as expenses in any activity.

Section 27. The promoters shall convene the statutory meeting when the number of subscribed shares reaches the number specified in the prospectus or a public meeting, which must not be less than fifty percent of the number of shares specified in the memorandum of association, within two months from the date on which the number of subscribed shares reached the specified number but not later than six months from the date on which the Registrar registered the memorandum of association.

In the necessary case where it is impossible to call the statutory meeting within the period prescribed under paragraph one, if the promoters of the company wish to proceed further they must apply for an extension of the period by giving reason therefore to the Registrar not less than seven days before the expiry date of such period. In the case where the Registrar deems it expedient, the Registrar may permit an extension which must not be less than one month and not exceeding three months from the date ending such period.

If the statutory meeting could not be concluded within the period under this Section, the memorandum of association shall become invalid upon the lapse of such period and within fourteen days from the date on which the memorandum of association become invalid the promoters shall return payment for share subscription to the share subscribers.

Section 28. In convening the statutory meeting, the promoters shall:
(1) send a notice thereof to share subscribers to whom shares have been allocated for not less than fourteen days before the date of the meeting, together with documents as follows:
      (a) agenda of the meeting;
      (b) documents on matters to be ratified or approved by the statutory meeting, which are certified correct by two promoters of the companies;
      (c) draft articles of association of the company.
(2) prepare a list of subscribers, specifying name, nationality address, and number of shares subscription for which have been accepted by the promoters.

After sending the notice of meeting together with documents to the subscribers, the promoters shall send a copy of said notice of meeting and documents to the Registrar not less than seven days before the date of the meeting.

Section 29. In sending out a notice of meeting by registered mail, if there occurs a deficiency of not exceeding five percent of the number of shares already allotted and not exceeding five percent of the number of subscribers to whom shares have been allotted and the notice of meeting has been announced in a newspaper for not less than three days before the date of the meeting, such notice of meeting shall be deemed to have been duly served.

Section 30. The articles of association of the company must not be in conflict or inconsistent with the memorandum of association and with provisions of this Act, and shall prescribe at least matters as follows:
(1) the issuance and the transfer of shares;
(2) meeting of shareholders;
(3) the number, method of election, term of office, office vocating before expiration of term of office, meeting, and powers of directors;
(4) accounting, finance, and audit procedures;
(5) the issuance of preference shares (if any);
(6) the conversion of preference shares to ordinary shares (if any).

Section 31. Subject to Section 19 paragraph two, the company may amend the memorandum of association or the articles of association of the company only when the meeting of shareholders has passed a resolution therefore by not less than three-fourths of the total votes of shareholders present and qualified to vote.

Regarding the amendment of the memorandum of association or the articles of association of the company, the amendment and registration shall be performed within 14 days from the date on which the resolution was passed at the meeting.

Section 32. The statutory meeting shall be held in the locality in which the head office of the company is to be located or in a neighboring province, and must be attended by subscribers representing an aggregate number of shares not less than one half of the total prescribed shares to constitute a forum.

In the case where the subscribers present do not form a quorum under paragraph one, the promoters shall send a notice of meeting to the subscribers within fourteen days from the date appointed for the first meeting, but not less than sever days before the date of the meeting.

Section 33. Subscribers to whom shares have been allot allotted by the promoters have rights to participate and vote in the statutory meeting.

Any subscriber who has special interest in any matter shall have no right to vote on such matter, except in the election of directors.

A resolution of the statutory meeting shall be decided by a majority of votes of the subscribers present and qualified to vote. In the case of the votes of the subscribers are tied, the meeting chairman shall give the casting vote.

In voting, the subscribers shall have votes according to the number of shares respectively subscribed by them, one share is regarded as one vote.

Voting shall be made openly, unless the subscribers in a number not less than five moved for a secret vote and the meeting has resolved to have a secret vote. The secret vote procedure shall be as instructed by the meeting chairman.

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