Provisions and procedures for state-owned enterprises to purchase assets

When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.

After the equity transfer, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

One of the circumstances specified in Article 75 of the Company Law:

(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;

(2) The merger, division or transfer of the company's main property;

(3) If the business term stipulated in the Articles of Association expires or other dissolution reasons stipulated in the Articles of Association occur, and the shareholders' meeting adopts a resolution to amend the Articles of Association to make the company survive, the shareholders may require the company to purchase its equity at a reasonable price. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.

legal ground

Article 72 The people's court of preemptive right shall notify the company and all shareholders when transferring the shareholders' equity according to the compulsory execution procedures prescribed by law, and other shareholders shall have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.

Article 73 of the Company Law Changes in the Record of Equity Transfer After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

Article 75 Inheritance of Shareholder Qualification After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.