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Q&A Regarding New Company Law of China (28)

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Q: Can the shares issued before the public offering of shares by a joint stock limited company be transferred?
A: The shares issued by the company before the public offering of shares shall not be transferred within one year from the date of listing and trading of the company's shares on the stock exchange. Where there are other provisions in laws, administrative regulations or the securities regulatory body under The State Council regarding the transfer of shares held by shareholders and actual controllers of listed companies, such provisions shall prevail.

Q: Under what circumstances can a shareholder request a company to acquire its shares?
A: Under any of the following circumstances, a shareholder who votes against the resolution of the shareholders' meeting may request the company to purchase its shares at a reasonable price, except for a company that has publicly issued shares:
  1. The company does not distribute profits to shareholders for five consecutive years, and the company makes profits for five consecutive years, and meets the conditions for profit distribution stipulated in the Company Law;
  2. The company transfers the main property;
  3. When the business term stipulated in the articles of association expires or any other cause for dissolution stipulated in the articles of association occurs, the shareholders' meeting shall pass a resolution to amend the articles of association so that the company can survive.
If a shareholder and the company fail to reach a share purchase agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholder may bring a suit in a people's court within 90 days from the date of the resolution of the shareholders' meeting.

Q: Can a joint stock limited company acquire its shares?
A: The company shall not acquire its shares. However, any of the following circumstances shall be excluded:
  1. Reduce the registered capital of the company;
  2. Merger with other companies holding shares of the Company;
  3. Use the shares for employee stock ownership plans or equity incentives;
  4. The shareholders have objections to the merger or division resolution of the company made by the shareholders' meeting and require the Company to purchase their shares;
  5. The shares are used to convert corporate bonds issued by the company that can be converted into shares;
  6. Listed companies are necessary for safeguarding corporate value and shareholders' rights and interests.

Q: What should be done if a stock of a joint stock limited company is lost?
A: If a stock is stolen, lost or destroyed, the shareholder may request the people's Court to declare the stock invalid in accordance with the public notice procedure stipulated in the Civil Procedure Law of the People's Republic of China. After the people's court declares the stock invalid, the shareholder may apply to the company for reissuance of the stock.

Q: How does the shareholder status of a natural person shareholder inherit after his death?
A: After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification; However, unless otherwise provided in the articles of association of a joint stock limited company with limited transfer of shares.

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