Article 129 The stocks shall be in paper form or in
other forms prescribed by the securities
regulatory
institution of the State Council. A stock shall state the following major
items:
(1) the company name;
(2) the date of establishment of the company;
(3) the class and par value of the stock, as well as
the number of shares it represents; and
(4) the
serial number of the stock.
The stock shall bear the
signature of the legal representative and the seal of the company.
The stocks held by the initiators shall be marked with the
words "initiators' stocks".
Article 130 The stocks issued by a company may be
registered stocks or unregistered stocks. The stocks issued to initiators or
juridical persons shall be registered stocks, which shall state the names of
such initiators or juridical persons, and shall not be registered in any other
person's name or the name of any representative.
Article 131 A company that issues registered stocks
shall prepare a register of shareholders, which shall state the following:
(1) the name and domicile of every shareholder;
(2) the number of shares held by each shareholder;
(3) the serial numbers of the stocks held by every
shareholder; and
(4) the date on which every
shareholder acquired his shares. A company issuing unregistered stocks shall
record the amount, serial numbers and issuance date of the stocks.
Article 133 After a joint stock limited company is
established, it shall formally deliver the stocks to the shareholders. No
company may deliver any stock to the shareholders prior to its
establishment.
Article 134 Where a company intends to issue new stocks,
it shall, under its articles of association, make a resolution on the following
matters through the shareholders' meeting or the board of directors:
(1) the class and amount of new stocks;
(2) the issuing price of the new stocks;
(3) the beginning and ending dates for the issuance
of the new stocks; and
(4) the class and amount of
the new stocks to be issued to the original shareholders.
Article 135 When a company publicly issues new stocks
upon approval of the securities regulatory institution of the State Council, it
shall publish a new stock prospectus and its financial reports, and shall make a
stock subscription form. The provisions of Articles 88 and 89 of this Law shall
apply to the public offering of new stocks of a company.
Article 136 When a company issues new stocks, it may
make a pricing plan in light of its business operation and financial status.
Article 137 After a company raises enough capital, it
shall go through the modification registration in the company registration
authority, and make an public announcement.
Section
2Transfer of Shares
Article 138 The shares held by the stockholders may be
transferred according to law.
Article 139 Where a stockholder intends to transfer its
shares, it shall transfer its shares in a lawfully established stock exchange or
by any other means as prescribed by the State Council.
Article 140 The transfer of a registered stock shall be
effected by the stockholder's endorsement or by any other means stipulated by
relevant laws or administrative regulations. After the transfer, the company
shall record the name and domicile of the transferee in the register of
shareholders. Within 20 days before a meeting of shareholders is held, or within
5 days prior to the benchmark date decided by the company for the distribution
of dividends, no modification registration may be made to the register of
shareholders as mentioned in the preceding paragraph. However, if any law
otherwise provides for the modification registration of the register of
shareholders of listed companies, the latter shall prevail.
Article 141 The transfer of an unregistered stock
becomes valid as soon as the stockholder delivers the stock to the
transferee.
Article 142 The shares of a company held by the
initiators of this company shall not be transferred within 1 year as of the day
of establishment of the company. The shares issued before the company publicly
issues shares shall not be transferred within 1 year as of the day when the
stocks of the company get listed and are traded in a stock exchange. The
directors, supervisors and senior managers of the company shall declare to the
company the shares held by them and the changes thereof. During the term of
office, the shares transferred by any of them each year shall not exceed 25% of
the total shares of the company he holds. The shares of the company held by the
aforesaid persons shall not be transferred within 1 year as of the day when the
stocks of the company get listed and are traded in a stock exchange. After any
of the aforesaid persons is removed from his post, he shall not transfer the
shares of the company he holds. The articles of association may have other
restrictions on the transfer of shares held by the directors, supervisors and
senior managers.
Article 143 A company shall not purchase its own shares,
except for any of the following circumstances:
(1)
to decrease the registered capital of the company;
(2) to merge with another company holding shares of
this company;
(3) to award the employees of this
company with shares; or
(4) It is requested by any
shareholder to purchase his shares because this shareholder raises objections to
the company's resolution on merger or split-up made at a session of the meeting
of shareholders. Where a company needs to purchase its own shares for any of the
reasons as mentioned in Items (1) through (3) of the preceding paragraph, it
shall be subject to a resolution of the shareholders' meeting. After the company
purchases its own shares according to the provisions of the preceding paragraph,
it shall, under the circumstance as mentioned in Item (1) , write them off
within 10 days after the purchase; while under the circumstance as mentioned
either in Item (2) or (4) , shall transfer them or write them off within 6
months.
The shares purchased by the company according
to Item (3) of the preceding paragraph shall not exceed 5% of the total shares
already issued by this company. The funds used for the share acquisition shall
be paid from the aftertax profits of the company. The shares purchased by the
company shall be transferred to the employees within 1 year. No company may
accept any subject matter taking the stocks of this company as a pledge.
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