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Issuance of Shares of a Joint Stock Limited Company (JSLC)

Article 126 The capital of a joint stock limited company shall be divided into shares, and all the shares shall be of equal value.

The shares of the company are represented with stocks. A share is a certificate issued by the company to certify the share held by a shareholder.

Article 127 The issuance of shares shall comply with the principle of fairness and impartiality, and the shares of the same class shall have the same rights and benefits. The shares issued at the same time shall be equal in price and shall be subject to the same conditions. The price of each share purchased by any organization or individual shall be the same.

Article 128 The shares may be issued at a price equal to or above the par value, but not below the par value.

Article 129 The shares shall be in paper form or in other forms prescribed by the securities regulatory institution of the State Council. A share shall state the following major items:

  1. the company name;
  2. the date of incorporation of the company;
  3. the class and par value of the share, as well as the number of shares it represents; and
  4. the serial number of the share.

The share shall bear the signature of the legal representative and the seal of the company. The shares held by the initiators shall be marked with the words "initiators' shares".

Article 130 The shares issued by a company may be registered shares or unregistered shares. The stocks issued to initiators or legal persons shall be registered shares, which shall state the names of such initiators or legal 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 shares 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 shares held by every shareholder; and
  4. the date on which every shareholder acquired his shares.
A company issuing unregistered shares shall record the amount, serial numbers and issuance date of the shares.

Article 132 The measure for issuing other shares than stated in this law may be formulated by the State Council in addition.

Article 133 After a joint stock limited company is established, it shall formally deliver the shares to the shareholders. No company may deliver any share to the shareholders prior to its incorporation.

Article 134 Where a company intends to issue new shares, it shall make a resolution on the following matters through the shareholders' assembly :

  1. the class and amount of new shares;
  2. the issuing price of the new shares;
  3. the beginning and ending dates for the issuance of the new shares; and
  4. the class and amount of the new shares to be issued to the original shareholders.

Article 135 When a company publicly issues new shares upon approval of the securities regulatory institution of the State Council, it shall publish a new share prospectus and its financial reports, and shall make a share subscription form. The provisions of Articles 88 and 89 of this Law shall apply to the public offering of new shares of a company.

Article 136 When a company issues new shares, 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 with the company registration authority, and make an public announcement.

 
 
 
   
 
 
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