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Corporate Service - China

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Q&A Regarding New Company Law of 2024 (16)

Answer
Q:
Under what circumstances can shareholders request the company to acquire their equity?
A:
Under any of the following circumstances, the shareholders who vote against the resolution of the shareholders' meeting may request the Company to purchase their equity at a reasonable price:
  1. The company has not distributed profits to shareholders for five consecutive years, and the company has been profitable continuously for those five years and meets the profit distribution conditions stipulated by the Company Law;
  2. Merger, division or transfer of major assets of the company;
  3. When the business term specified in the company's articles of association expires or other dissolution reasons specified in the articles of association occur, the shareholders' meeting shall pass a resolution to amend the articles of association to ensure the survival of the company.
If the controlling shareholder of the company abuses shareholder rights and seriously damages the interests of the company or other shareholders, other shareholders have the right to request the company to purchase their equity at a reasonable price.

Q:
How to dispose of the equity of natural person shareholders after their death?
A:
After the death of a natural person shareholder, their legal heirs may inherit the shareholder's qualifications; However, unless otherwise provided in the company's articles of association.

Q:
What are the ways to establish a joint stock limited company?
A:
The establishment of a joint stock limited company can be carried out through either initiation or fundraising.

Q:
What does the establishment through initiation mean?
A: Establishment through initiation refers to the establishment of a company by the sponsors who subscribe for all the shares to be issued at the time of establishment of the company.

Q:
What does the establishment through fundraising mean?
A: Establishment through fundraising refers to the establishment of a company by the initiators subscribing for a portion of the shares that should be issued at the time of establishment, while the remaining shares are raised to specific targets or publicly offered to the public.

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