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Q&A Regarding New Company Law of China (27)

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Q: What are the prerequisites for the board of directors of a joint stock limited company to decide to issue new stocks?
A: If the company's articles of association or the shareholders' meeting authorizes the board of directors to decide on the issue of new stocks, the resolution of the board of directors shall be passed by more than two-thirds of all the directors.

Q: What are the prerequisites for a joint stock limited company to offer shares to the public?
A: When a company offers shares to the public, it shall register with the securities regulatory body under The State Council and publish a prospectus.

Q: What items need to be stated in the prospectus?
A: The prospectus shall be accompanied by the articles of association of the company and state the following:
  1. The total number of shares issued;
  2. The par value and issue price of denomination shares or the issue price of non-denomination shares;
  3. The purpose of raising funds;
  4. Rights and obligations of subscribers;
  5. Types of shares and their rights and obligations;
  6. The starting and ending date of the offering and the explanation that the subscriber can withdraw the subscribed shares if the stock is not fully raised after the deadline.
Where a company issue shares at the time of establishment, it shall also state the number of shares subscribed by the promoters.

Q: How to transfer shares of a joint stock limited company?
A: The shares held by the shareholders of a joint stock limited company may be transferred to other shareholders or to persons other than shareholders; Where the articles of association restrict the transfer of shares, the transfer shall be carried out in accordance with the provisions of the articles of association.

Q: How to transfer stocks of a joint stock limited company?
A: The transfer of stocks shall be carried out by shareholders through endorsement or other methods stipulated by laws and administrative regulations; After the transfer, the company shall record the name and address of the transferee in the shareholder register.

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