Hello, according to the jurisprudence of the Supreme People's Court, shareholders should exercise their preemptive subscription rights for capital increase within a reasonable period, otherwise they will not be supported (19 typical cases of company litigation time limit rules)
Judgment Purpose When a company adds new capital, shareholders have the right to give priority to subscribe for capital in proportion to the actual capital contribution. The current law does not clearly stipulate the period for the exercise of this right, but from the perspective of maintaining transaction security and stable economic order, combined with the rules and characteristics of commercial conduct, the People's Court should limit the reasonable period for the exercise of this right when handling relevant cases. , claims for exercising the right of priority subscription beyond a reasonable period will not be supported.
Introduction to the case: 1. Jiang Yang and Hongri Company are both shareholders of Kechuang Company. Among them, Jiang Yang invested 676,000 yuan, with a capital contribution ratio of 14.22; Hongri Company invested 276,000 yuan, with a capital contribution ratio of 5.81.
2. On December 16, 2003, Kechuang Company held a shareholders' meeting and passed the resolution "About the admission of Chen Mugao as a new shareholder" (75.49 agreed, 20.03 opposed, 4.48 abstained). Jiang Yang and Hongri Company voted against and requested the exercise of shareholders' preemptive subscription rights for newly added registered capital.
3. On December 18, 2003, Kechuang Company and Chen Mugao signed a "Share Subscription Agreement", stipulating that Chen Mugao would invest 8 million yuan and subscribe for 6.1538 million new shares of Kechuang Company at 1.3 yuan per share. share.
4. On December 22, 2003, Hongri Company submitted a report to Kechuang Company, advocating that Jiang Yang and Hongri Company have the priority to subscribe for new capital.
5. On December 25, 2003, Kechuang Company completed the industrial and commercial changes in registered capital and investment ratio, and the investment ratios of Jiangyang and Hongri companies were reduced to 6.20 and 2.53 respectively. The next day, Hongri Company submitted a "Report on No Change Registration for Additional Capital and New Shareholders" to the Industrial and Commercial Bureau.
6. On March 30, 2005, Chen Mugao transferred the 6.1538 million shares of Kechuang Company he held to Gusheng Company (the legal representative of Gusheng Company is Chen Mugao) and went through the industrial and commercial changes Register.
7. In December 2005, Jiang Yang and Hongri Company filed a lawsuit with the court, requesting to confirm that the resolution "to absorb Chen Mugao as a new shareholder" passed by the Kechuang Company's shareholders' meeting on December 16, 2003 was invalid. , confirming its preferential subscription for 8 million yuan of new capital. Mianyang Intermediate People's Court ruled to reject its claim.
8. Hongri Company and Jiang Yang were dissatisfied and appealed. The Sichuan Provincial High Court changed the judgment that the resolution of the shareholders’ meeting involved in the case to “absorb Chen Mugao as a new shareholder” was invalid, and ruled that Jiang Yang and Hongri Within 15 days after the company paid the share purchase price of 8 million yuan to Kechuang Company, Gusheng Company will return the 6.1538 million shares held by Kechuang Company to Kechuang Company, and at the same time, Kechuang Company will purchase the shares according to the subscription of Jiang Yang and Hong Company. According to the willingness and payment conditions, this part of the equity was registered in the names of Jiang Yang and Hongrisi.
9. Kechuang Company, Gusheng Company, Chen Mugao and others were dissatisfied with the second instance judgment and applied to the Supreme People's Court for retrial. The Supreme People's Court ruled that the part of the shareholders' meeting resolution involving the 20.03 additional shares (the total capital contribution ratio of Jiang Yang and Hongri Company before the capital increase was 20.03) was invalid because it infringed Hongri Company and Jiang Yang's priority subscription rights to the new capital. The part involving 79.97 of the newly added shares was valid, but the litigation claims of Hongri Company and Jiang Yang regarding the exercise of the right to preemptively subscribe for the newly added capital were rejected.
Reasons for losing the case Although the resolution of the shareholders’ meeting of Kechuang Company on December 16, 2003 was partially invalid because it violated the rights of Hongri Company and Jiang Yang to preferentially subscribe for new capital in accordance with their respective capital contribution ratios, Hongri Company Whether the Japanese company and Jiang Yang can exercise the above-mentioned preferential subscription rights for additional capital also needs to consider whether they have properly asserted their rights.
The right of shareholders to first subscribe to the company's new capital is a formation right. Although the current law does not clearly stipulate the exercise period of this right, in order to maintain transaction security and stabilize economic order, this right should be exercised within a certain reasonable period, and because of this The exercise of a right is a typical commercial act, and the determination of a reasonable period should be more stringent than that of ordinary civil acts.
In this case, Hongri Company and Jiang Yang knew that their preemptive subscription rights had been infringed when Kechuang Company held a shareholders’ meeting on December 16, 2003, and expressed their intention to exercise their preemptive subscription rights. , but did not actively assert rights through litigation or other means in a timely manner. Later, when Kechuang Company held a shareholders' meeting and passed the proposal of Chen Mugao to donate part of his equity to Gusheng Company, Hongri Company and Jiang Yang attended the meeting and did not express any objection. Hongri Company and Jiang Yang filed another lawsuit nearly two years after the equity change. The value of the equity in dispute has changed significantly. Allowing them to exercise their right to preemptively subscribe for capital contributions at this time will lead to the destruction of the already stable legal relationship. , and it is easy to produce unfair consequences, so the Supreme People's Court determined that the reasonable period for Hongri Company and Jiang Yang to claim the right to preemptively subscribe has expired, and accordingly rejected their claims for the right to preemptively subscribe.
Lessons learned from lost cases and experience summaries: Never forget the past and learn from the future. In order to avoid similar losses in the future, the following suggestions are made:
1. Shareholders must exercise their preemptive subscription rights for new capital as soon as possible and within a reasonable period after discovering that their rights have been infringed. Otherwise, for the sake of maintaining transaction security and stabilizing economic order, the court will not support its exercise of the right of preemptive subscription beyond a reasonable period.
2. The method used by shareholders to request the exercise of preemptive subscription rights must be appropriate, and shareholders should file a lawsuit if necessary. In this case, objections were expressed three times, namely by voting against the shareholders' meeting resolution discussing the capital increase, submitting a report to the company requesting the exercise of the preemptive subscription rights, and submitting a report requesting not to grant industrial and commercial change registration to the Industrial and Commercial Bureau, but failed to do so. File a lawsuit with the court promptly. Therefore, the failure of the shareholders in this case to exercise their preemptive subscription rights was not due to failure to express their opinions in a timely manner, but to choosing the wrong channel to express their opinions. The lesson and experience of this case is: after a shareholder's preemptive subscription rights are infringed, if it cannot be resolved through negotiation, it should immediately and clearly request the exercise of its preemptive subscription rights and exercise this right through the court.
Relevant legal provisions of the "Company Law"
Article 34: Shareholders receive dividends in proportion to their paid-in capital contribution; when the company adds new capital, shareholders have the right to give priority to the dividends paid in proportion to their paid-in capital contribution. The capital contribution proportion is the subscribed capital contribution. However, this is excepted if all shareholders agree not to distribute dividends according to the proportion of capital contribution or not to give priority to subscribe for capital contribution in accordance with the proportion of capital contribution.
The following is the "This Court's opinion" regarding this part of the case during the trial stage of the Supreme People's Court:
Although the shareholders' meeting resolution of Kechuang Company on December 16, 2003 was It infringes upon the rights of Hongri Company and Jiang Yang to preferentially subscribe for additional capital in accordance with their respective capital contribution ratios and is partially invalid. However, whether Hongri Company and Jiang Yang can exercise the above-mentioned preferential subscription rights for additional capital still needs to consider whether it is appropriate. asserted their rights. The right of shareholders to first subscribe to the company's new capital is a formation right. Although the current law does not clearly stipulate the exercise period of this right, in order to maintain transaction security and stabilize economic order, this right should be exercised within a certain reasonable period, and because of this The exercise of a right is a typical commercial act, and the determination of a reasonable period should be more stringent than that of ordinary civil acts. In this case, Hongri Company and Jiang Yang knew that their priority subscription rights had been infringed when Kechuang Company held a shareholders’ meeting on December 16, 2003, and expressed their intention to exercise their priority subscription rights, but did not take action in a timely manner. Actively assert rights in other ways. Later, when Kechuang Company held a shareholders' meeting and passed the proposal of Chen Mugao to donate part of his equity to Gusheng Company, Hongri Company and Jiang Yang attended the meeting and did not express any objection.
Hongri Company and Jiang Yang filed another lawsuit nearly two years after the equity change. The value of the equity in dispute has changed significantly. Allowing them to exercise their right to preemptively subscribe for capital contributions at this time will lead to the destruction of the already stable legal relationship. , and can easily produce unfair consequences. Therefore, the Mianyang Intermediate People’s Court of Sichuan Province (2006) Mianminchuzi No. 2 Civil Judgment found that the reasonable period for Hongri Company and Jiang Yang to claim the right to preemptively subscribe has expired and is not unfair. Appropriate. Therefore, this court will not support Hongri Company and Jiang Yang’s request to exercise the right to preemptively subscribe for the new capital of Kechuang Company.
The source of the case is the Supreme People's Court, "Mianyang Hongri Industrial Co., Ltd. and Jiang Yang v. Mianyang High-tech Zone Kechuang Industrial Co., Ltd. Second Instance Case on the Validity of Shareholders' Meeting Resolutions and Disputes over the Company's Capital Increase" [(2010) Minti No. 48], published in the Bulletin of the Supreme People's Court of the People's Republic of China, Issue 3, 2011.
Extended Reading (1) Judgment Rules Regarding the Time Limit for Prosecution in Company Law-Related Litigations
1. Requesting confirmation that a company resolution is invalid (valid), does not exist, or has not formed a valid resolution. Restricted by the statute of limitations
Case 1: Xu Xun v. Shanghai Patent and Trademark Office Co., Ltd. Company Resolution Dispute [(2016) Shanghai 01 Min Zhong No. 9630] heard by the Shanghai No. 1 Intermediate People’s Court held that, "The cause of this case is a company resolution dispute, not a dispute over claims for claims. According to the "Regulations of the Supreme People's Court on Several Issues Concerning the Application of the Limitation of Action System in the Trial of Civil Cases," the statute of limitations does not apply to this case."
Case 2 : The resolution dispute between Zhu Chuanqing and Zhengzhou Gewein Technology Co., Ltd. and Jiwei Company [(2016) Yu 01 Min Zhong No. 9355] heard by the Zhengzhou Intermediate People’s Court held that “the invalidity of the resolution of the shareholders’ meeting is invalid from the beginning, and it is simply a matter of time. After being unable to change the illegality of the invalid contract, Zhu Chuanqing applied to the People's Court to confirm the validity of the resolution. The two-year limitation period did not apply. Therefore, he appealed against Gwain Technology Company and Jiwei's claim that Zhu Chuanqing's claim exceeded the limitation period. This court will not support the reason.”
Case 3: Dispute over confirmation of the resolution of Pei Rongbing, Li Huan, et al. and Qinzhou Hesheng Building Materials Co., Ltd. before the Qinzhou Intermediate People’s Court [(2016) Gui 07 Minzhong No. 386] held that “the parties in this case filed a lawsuit to confirm the invalidity of the resolution of the shareholders’ meeting. This right belongs to the right of formation, and the relevant provisions of the statute of limitations are not applicable, that is, it is not restricted by the statute of limitations; the statute of limitations raised by the appellant The defense is untenable and this court will not support it.”
However, some courts have different views on this issue and believe that the lawsuit to confirm the validity of the company’s resolution (the company’s resolution is invalid, valid, the resolution does not exist, and no valid resolution has been formed). ) shall be subject to the statute of limitations.
Case 4: Yu Beihong v. Guizhou Qinglongda Real Estate Development Co., Ltd., Xu Yao, Lin Zhong, Chen Xiaobing, Guo Bin and Liu Zhengqiang Company Resolution Dispute Heared by Guizhou Provincial Higher People’s Court [(2016) Qian Minzhong No. 10] held that “As for the above-mentioned fictitious shareholders’ meeting and its resolutions, as long as other shareholders file a lawsuit within the statute of limitations prescribed by law after they know or should know that their shareholder rights have been violated, the people’s court should accept it in accordance with the law. Subject to the sixty-day period.”
2. A request to revoke a company resolution must be submitted to the court within the 60-day revocation period from the date the company resolution is made.
(1) If the prosecution exceeds 60 days, the right of revocation is extinguished
Case 5: Zhongke Investment Co., Ltd. and Shandong Heze Zhongke Biological Products Co., Ltd. tried by the Shandong Provincial Higher People’s Court Dispute over Resolution Validity Confirmation [(2016) Lu Minzhong No. 1216] held that “Wang Zhiqiang’s claim that the reasons for not receiving the notice regarding the convening of the shareholders’ meeting were based on whether the procedures for convening the shareholders’ meeting violated the company’s articles of association and the provisions of the law. It is a legal reason that can revoke the resolution of the shareholders' meeting, but is not a legal reason that makes the resolution of the shareholders' meeting invalid. The resolution of the shareholders' meeting was made on August 16, 2014. Wang Zhiqiang should do so within 60 days from the date of the resolution. A lawsuit was filed with the court to revoke the resolution, but Wang Zhiqiang did not exercise the right to revoke it, and the right to revoke it was deemed to be valid.
Case 6: The Zhuhai Intermediate People’s Court heard the dispute between Peng Keyun and Zhuhai Boneng Mold Co., Ltd. regarding the resolution to cancel the dispute [(2016) Guangdong 04 Min Zhong No. 1380], which held that “the period during which shareholders exercise the right to cancel” Within 60 days from the date of making the resolution, this period is the exclusion period, that is, the unchanged period for the exercise of rights. After the period has passed, the person with the right to revoke will lose the right to revoke, and the court should not accept the case. Based on the actual situation of this case, "20140920 Shareholder" "Meeting Resolution" was made on September 20, 2014. As a shareholder of Boneng Company, the appellee Peng Keyun submitted the "Civil Complaint" and other litigation materials to the Jinwan District People's Court of Zhuhai City on November 12, 2014, filing a lawsuit against Boneng Company. The litigation involved in the case did not exceed the 60-day expulsion period stipulated above, so this court will not accept Boneng Company’s defense that Peng Keyun has lost the right to cancel.”
Case 7: Beijing No. The resolution dispute between Zhao Jianguo and Beijing Urban Construction Huiyou Installation Engineering Co., Ltd. heard by the No. 2 Intermediate People’s Court [(2016) Beijing 02 Min Zhong No. 5186] held that “the board resolution that Zhao Jianguo now claims to be revoked was issued by the Urban Construction Company on October 25, 2006. According to the foregoing provisions, Zhao Jianguo filed this case on February 1, 2016 and the statutory expulsion period for exercising the right of revocation had passed. The court of first instance ruled that it was not inappropriate to reject Zhao Jianguo’s claim.”
( 2) The time during which the mailed complaint is in transit should not be counted in the 60-day expulsion period
Case 8: Wu Chanyan and Kunming Xinyi Housing Development Co., Ltd.’s resolution before the Kunming Intermediate People’s Court was revoked Dispute [(2016) Yun 01 Min Zhong No. 2666] held that “the appellant’s claim that when the appellee filed a lawsuit has exceeded the expulsion period for exercising the right of revocation, its claim should be dismissed in accordance with the law. According to the People’s Republic of China * According to the provisions of Paragraph 4 of Article 82 of the Civil Procedure Law of the People's Republic of China, the period does not include the time in transit. If the litigation document is mailed before the expiration of the period, it will not be regarded as expired by the law on December 17, 2015. The complaint was submitted to the court of first instance by mail, but the legal period for exercising the right of revocation stipulated in the Company Law was not exceeded. Therefore, the appellant’s above-mentioned claim has no legal basis and this court will not support it. ”
(3) The 60-day exclusion period does not apply to the provisions of the statute of limitations on suspension, interruption, and extension
Case 9: Huaipeng vs. Shandong Huihaoli Food Co., Ltd. heard by Binzhou Intermediate People’s Court , Zhang Xingzhen Company Resolution Cancellation Dispute [(2016) Lu 16 Min Zhong No. 840] believes that “this case is the request of the appellee Huai Peng to revoke the resolution of the shareholders’ meeting on November 1, 2013. Regarding the resolution of the shareholders’ meeting, the “People’s Republic of China” * Paragraph 2 of Article 22 of the Republic of China Company Law stipulates that shareholders may request the court to revoke the resolution within 60 days from the date the resolution is made. The respondent filed a lawsuit with the court on December 26, 2013, and the respondent later withdrew the lawsuit. On September 19, 2014, the respondent filed the lawsuit again, which exceeded the statutory period of 60 days. The statutory period of 60 days was the exclusion period, and the provisions on suspension, interruption, and extension of the statute of limitations did not apply. If the legal period is exceeded, the people's court will not support it. It has been more than 60 days from the date when the resolution involved in the case was made to the date when the appellee Huai Peng filed this lawsuit, so the litigation request of the appellee Huai Peng should be rejected. ”
3. Cases claiming the right of preemption should determine the time limit for prosecution based on specific litigation claims
(1) Claim that the equity transfer agreement infringes the right of preemption, and then request confirmation of the equity transfer If the agreement is invalid, some referees believe that the statute of limitations should apply
Case 10: The equity transfer dispute between the plaintiff Wu Gengyuan and the defendants Wu Jianyuan and Ma Jianshe before the Nanjing Intermediate People’s Court [(2014) Ningshangwaichuzi No. No. 84] held that “As to the issue of whether the statute of limitations has expired in this case.
When Wu Gengyuan and others jointly petitioned the Nanjing Municipal Public Security Bureau on July 26, 2010, they believed that Wu Jianyuan and Ma Jianshe had maliciously colluded to harm their interests. Therefore, they were already aware of the matters related to the equity transfer involved in the case at that time, and they claimed that the equity transfer involved in the case was In case of infringement of its right of first refusal and further requesting confirmation that the equity transfer agreement involved in the case is invalid, the right should be exercised promptly within the statutory limitation period. However, in this case, Wu Gengyuan did not file a lawsuit with this court until December 4, 2014, requesting confirmation that the equity transfer agreement involved in the case was invalid, which had exceeded the statute of limitations stipulated by law. Therefore, this court accepts Ma Jianshe’s defense. ”
Case 11: The equity transfer dispute between Lu Shude and Ji Lihua and Dai Dejun [(2013) Gusu Shangchu Zi No. 1187] heard by the Gusu District People’s Court of Suzhou City held that, “June 20, 2011 After the Suzhou Local Taxation Bureau responded to the plaintiff's report and handed it over to the plaintiff, the plaintiff believed that its rights and interests had been infringed, and then filed a lawsuit with the court on June 17, 2013, which had not yet exceeded the two-year statute of limitations stipulated by law. ”
Case 12: The equity transfer dispute between Li Guozhu and Jiang Wensong, Pan Weimin and others heard by the Jiangsu Provincial Higher People’s Court [(2014) Sushangwai Zhongzi No. 0010] held that “Jiang’s appeal held that The Hong Kong court made a judgment on the equity matters involved in the case as early as March 2010. Li Guozhu should have known about the fact that Ma Hong had transferred his equity in March 2010. Therefore, Li Guozhu's lawsuit has exceeded the two-year statute of limitations. In this regard, this court believes that even if, as Jiang claimed, Li Guozhu knew that Ma Hongqi transferred his equity when the Hong Kong court made its judgment in 2010, there is no evidence to prove that Li Guozhu knew that Ma Hongqi transferred his equity at a low price, that is, 1:1.8 The fact of transferring its equity proportionally. Judging from the available evidence in this case, the People's Court of Baoying County, Jiangsu Province issued (2011) Baoxingchuzi No. 0430 Criminal Judgment on December 27, 2011. Li Guozhu should have known about Ma Hong's low price as early as December 27, 2011. Therefore, the statute of limitations in this case should be calculated from that date at the earliest. Li Guozhu filed the lawsuit on March 29, 2012, which did not exceed the two-year statute of limitations. Jiang’s reason for appeal that this case has exceeded the statute of limitations is untenable and will not be supported by this court. ”
(2) If it is claimed that the equity transfer agreement infringes the right of preemption, and then requires confirmation that the equity transfer agreement is invalid, some referees believe that it should be submitted within a reasonable period
Case 13: Jilin The Equity Transfer Dispute between Duan Weiqiang and Duan Weigang, Dong Shuxia, Dong Shuli and the third party Qiu Yang [(2014) Fengmin Erchu Zi No. 81] heard by the People’s Court of Fengfen District held that, “Although the relevant laws are not consistent with the articles of association of Wutai Company, The time limit for other shareholders to exercise their preemptive rights is not clearly specified, but this does not mean that other shareholders can delay the exercise of this right indefinitely. In order to maintain transaction security and the stability of the economic order, other shareholders should actively exercise their preemptive rights within a reasonable period of time. . Since the equity transfer between the three defendants in this case occurred as early as 2006, the plaintiff, as a shareholder of Wutai Company, should have timely access to important information including changes in the company's equity structure, but failed to exercise this right. In addition, the plaintiff also clearly stated in the interrogation record produced by the Jilin Municipal Public Security Bureau on December 15, 2009 that it was aware of the fact that the defendants Dong Shuxia, Dong Shuli and the third party Qiu Yang had invested in Wutai Company. Therefore, since the plaintiff had no knowledge of the company, The shareholder transferred the equity to a person other than the shareholder. After knowing that the shareholder's right of preemption was infringed, he has not claimed the right for many years. It should be deemed that he has given up the right... As early as 2006, the defendant Duan Weigang filed a lawsuit against the defendants Dong Shuxia and Dong Shuxia. Dong Shuli transferred the equity and went through the registration procedures for equity change. In the long-term operation of the company, a new partnership relationship has been established between the new and old shareholders. The new shareholder structure has stabilized. The equity value disputed by the two parties has There will also be major changes compared to the time of transfer. However, the plaintiff only filed this lawsuit on August 25, 2014, requesting the exercise of the shareholders' right of first refusal. Its behavior will inevitably lead to the destruction of the already stable legal relationship and the transaction. Safety cannot be properly guaranteed, and unfair legal consequences may arise. Now the plaintiff Duan Weiqiang has filed a lawsuit, which has obviously exceeded the reasonable time limit.
Therefore, plaintiff Duan Weiqiang’s request to confirm that the “Agreement on Transfer of the Company’s Registered Capital” signed between defendant Duan Weigang and defendants Dong Shuxia and Dong Shuli is invalid should not be supported. If the plaintiff believes that the defendant Duan Weigang has suffered losses due to his transfer of equity, he may claim separate rights. ”
(3) If a claim is made that the equity transfer agreement infringes upon the right of preemption and the equity transfer agreement is revoked, the claim should be made within the one-year revocation period
Case 14: Guyuan City Intermediate The equity transfer dispute between Fang Yan, Chen Tinghui and Fang Xinhui heard by the People’s Court [(2016) Ning 04 Min Zhong No. 734] held that the appellant Fang Yan, as a shareholder of Ningxia Longwangchi Liquor Co., Ltd., has priority in the transfer of shares by shareholders. Purchase right. In this case, the shareholder Fang Xinhui of Ningxia Longwangchi Liquor Co., Ltd. and Chen Tingyu reached a share transfer agreement, which was approved by the company’s board of directors and stamped with the company’s seal. Ningxia Longwangchi Liquor Co., Ltd. also made arrangements for Chen Tingyu’s position and appointed Chen Tingyu. He is the general manager of the company. Article 55 (1) of the Contract Law of the People’s Republic of China stipulates that “the right to cancel shall be extinguished under any of the following circumstances: the party with the right to cancel knows or should have According to this provision, the appellant Fang Yan should exercise the right of revocation within one year from the date of the company’s shareholder meeting on February 22, 2014, but the appellant Fang Yan did not exercise the right of revocation after he knew or It should be known that the right of revocation was extinguished because the right was not exercised within one year from the date of the revocation. The court of first instance reasoned that Fang Yan’s claim for revocation of the share transfer agreement had exceeded the statute of limitations. However, the court of first instance corrected this by applying the Contract. Article 55 of the Law is correct.
Case 15: The equity transfer dispute between Tian Degang and Wang Rongping [(2014) Binshang Chuzi No. 604] heard by the Binzhou City Bincheng District People’s Court held that “the defendant Wang Rongping signed an equity transfer agreement with the third party Yang Xiaozhi on February 5, 2013. On February 6, 2013, the Bincheng Branch of Binzhou Administration for Industry and Commerce changed the shareholders of Binzhou Epoxy Magnesium Real Estate Co., Ltd. from Diao Zejin to Tian Degang, and from Wang Rongping to Yang Xiaozhi. Combined with plaintiff Tian Degang's signature on the shareholders' meeting resolution held by Binzhou Epoxy Magnesium Real Estate Co., Ltd. on February 6, 2013, which approved the election of Yang Xiaozhi as the company's supervisor and other matters, it can be concluded that defendant Wang Rongping transferred the equity to a third party, Yang Xiaozhi. Plaintiff Tian Degang gave up his right of first refusal; in addition, plaintiff Tian Degang should have known or should have known that defendant Wang Rongping had transferred his equity to a third party, Yang Xiaozhi, on February 6, 2013. Plaintiff Tian Degang filed a lawsuit with this court on August 27, 2014. If a request is made to exercise the right of revocation and the expulsion period has passed, the right of revocation shall be extinguished. Therefore, this court does not support the plaintiff’s claim. ”
4. A shareholder’s request for the company to repurchase shares should be submitted within 90 days from the date of the resolution of the shareholders’ meeting, otherwise the court will dismiss the lawsuit
Case 16: People of Qinghe District, Huai’an City The court heard the dispute between Zhu Xinyue and Jiangsu Huatian Chiyu Architectural Decoration Engineering Co., Ltd.’s request for the company to acquire shares [(2015) Heshang Chuzi No. 0049], holding that “Zhu Xinyue voted against the resolution of the shareholders’ meeting. Therefore, Zhu Xinyue voted against If no agreement is reached on the equity acquisition with Huatian Company within sixty days from the date of the resolution of the shareholders' meeting, a lawsuit shall be filed with the People's Court within ninety days from the date of the resolution of the shareholders' meeting. Zhu Xinyue filed a lawsuit with this court on January 16, 2015, requesting Huatian Company to acquire his shares at a reasonable price. Based on this, this court believes that Zhu Xinyue’s lawsuit to this court on January 16, 2015 has exceeded the ninety-day period from the date of the resolution of the shareholders’ meeting, and does not meet the conditions for the People’s Court to accept civil cases, and should be dismissed. Prosecution. ”
Case 17: Dispute between Tang Yingzi and Shanghai Diefeng Horticulture Engineering Co., Ltd.’s request for the company to acquire shares heard by the People’s Court of Qingpu District, Shanghai [(2015) Qingmin Er (Shang) Chu Zi No. 1873] It is held that “according to the provisions of the Company Law, when the business period stipulated in the company’s articles of association expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders’ meeting passes a resolution to amend the company’s articles of association to enable the company to survive, shareholders who voted against the resolution may request The company acquires its shares at a reasonable price.
If a shareholder fails to reach an agreement with the company on the equity acquisition within 60 days from the date of adoption of the resolution, the shareholder may file a lawsuit with the People's Court within 90 days from the date of adoption of the resolution. The defendant passed a shareholders' meeting resolution on June 14, 2015, deciding to extend the company's business period. The plaintiff objected to this and filed this lawsuit within ninety days. Therefore, the plaintiff's claim that the defendant acquires the defendant's shares held by it complies with legal provisions. . ”
Case 18: The dispute between Li Hongjun and Changzhou Chuanglian Daily Products Co., Ltd.’s request for the company to acquire shares [(2014) Chang Shang Zhong Zi No. 133] heard by the Changzhou Intermediate People’s Court held that, “Although Li Hongjun The signing date provided is a copy of the resolution of the shareholders' meeting on April 28, 2011. Objectively, we do not hold the original resolution of the company's shareholders' meeting. However, the three shareholders of Chuanglian Company held the 13th shareholders' meeting of the company and passed the extension of the company's resolution. The resolution of the shareholders' meeting during the operating period is clear. When Li Hongjun submitted a complaint to the court on July 25, 2011, requesting Chuanglian Company to repurchase its equity, Chuanglian Company's 13th shareholders' meeting resolution on extending the company's operating period had been formed and passed, and Li Hongjun voted against the resolution. Li Hongjun filed a lawsuit against Chuanglian Company to repurchase shares, which met the conditions stipulated by law, that is, shareholders voted against and sued within 90 days. ”
Case 19: The dispute between Ye Minwei and Luzhou Lange Real Estate Co., Ltd.’s request for the company to acquire shares [(2015) Jiangyang Minchu Zi No. 5684] heard by the People’s Court of Jiangyang District, Luzhou City held that: “People’s Republic of China* **Article 74 of the Company Law of the People's Republic of China stipulates that the time limit for shareholders to request the company to acquire their equity at a reasonable price is "Within sixty days from the date of passing the resolution of the shareholders' meeting, if the shareholder and the company cannot reach an equity acquisition agreement, "Shareholders may file a lawsuit with the People's Court within ninety days from the date of passing the resolution of the shareholders' meeting." That is to say, the time for the plaintiff to file a lawsuit with the People's Court must be after the resolution of the shareholders' meeting. In this case, there was no corresponding resolution of the shareholders' meeting, and the plaintiff filed a lawsuit. The time limit is not within the time limit stipulated in the Company Law, so this court does not support the plaintiff’s claim.