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Article 138 The shares held by the shareholders may be transferred according to law.
Article 139 Where a shareholder intends to transfer its shares, it shall transfer its shares in a legally established share exchange or by any other means as prescribed by the State Council.
Article 140 The transfer of a registered share shall be effected by the shareholder'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 shareholders' assembly 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 share becomes valid as soon as the shareholder delivers the share 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 incorporation 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 shares of the company get listed and are traded in a share 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 shares of the company get listed and are traded in a share 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 reduce 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 division made at a session of the shareholders'assembly . 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' assembly . 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 shares of this company as a pledge.
Article 144 In case any registered shares are stolen, lost or destroyed, the shareholder may request the people's court to declare these shares invalid in light of the public notice procedure prescribed in the Civil Procedural Law of the People's Republic of China. After the people's court has invalidated these shares, the shareholder may file an application to the company for issuance of new shares.
Article 145 The shares of a listed company shall get listed and traded according to relevant laws, administrative regulations, as well as the dealing rules of the share exchange.
Article 146 A listed company shall, in light of laws and administrative regulations, publicize its financial status, business operation and important lawsuits, and shall publish its financial reports once every six months in each fiscal year. |