问答题 In relation to the Company Law of China:
问答题 (a) state the pre-condition for a shareholder to request a limited liability company to purchase his equity; (2 marks)
【正确答案】In accordance with Article 75 of the Company Law, the pre-condition for a shareholder to request a limited liability company to purchase his equity is that he has voted against the relevant resolutions of a shareholders’ meeting.
【答案解析】
问答题 (b) state the circumstances under which a shareholder may request a limited liability company to purchase his equity at a reasonable price; (6 marks)
【正确答案】In accordance with Article 75 of the Company Law, any shareholder who votes against the resolution of a shareholders’ meeting relating to the relevant matters may, under any of the following circumstances, request the company to purchase his equity at a reasonable price: (i) where the company fails to distribute profits to its shareholders for consecutive five years, while the company has been continuously making profit for such five years; (ii) where the company merges, divides or transfers its substantial assets; or (iii) where the term of operation of the company expires as stipulated in the articles of association or other events occur for dissolution as stipulated in the articles of association, while the shareholders’ meeting adopts a resolution on revision of the articles of association to make the company continue to exist.
【答案解析】
问答题 (c) state the legal remedy for a shareholder if he and the company fail to reach an agreement for the purchase of equity. (2 marks)
【正确答案】Where the shareholder and company fail to reach an agreement for the purchase of equity, the shareholder may file a lawsuit within 90 days upon the date of adoption of such resolutions against the company.
【答案解析】