问答题
3.Zhao, Qian, Sun and Lee were four shareholders of a limited liability company specialising in bio-technology, eachholding 25% of the shares of the company.
Several months later Qian intended to transfer his shares to a listed company for profit and sent notices to the otherthree shareholders asking for their consent. Zhao agreed and also expressed his willingness to buy Qian’s shares ifthe price was reasonable. Sun disagreed and claimed his right of priority to buy Qian’s shares. However, Zhao andSun could not reach an agreement as to the proportion of shares to buy. Lee kept silent upon receipt of the notice. Since Sun offered a price lower than that of the listed company, Qian entered into a contract to sell his shares to thelisted company, which caused a dispute among the four shareholders. Under such circumstances, Lee decided toleave the company and requested the company to purchase his shares.
Required:
In accordance with the relevant provisions of the Company Law:
问答题
(a)State how Zhao and Sun’s failure to reach an agreement on the proportion of shares to purchase should bedealt with. (2 marks)
【正确答案】According to the Company Law, when a shareholder intends to transfer their shares, under equal conditions the othershareholders shall have priority to purchase. Where two or more shareholders fail to reach an agreement as to the respectiveproportion of purchase, they shall exercise the priority in proportion to their respective shares. Hence, Zhao and Sun wouldshare the shares from Qian 50% each.
【答案解析】
问答题
(b) State whether Lee’s request for the company to purchase his shares should be upheld if the dispute wasbrought to court. (2 marks)
【正确答案】According to Article 75 of the Company Law, any shareholder of a limited liability company may require the company topurchase their shares with a reasonable price if they meet any one of the circumstances as set. Since Lee’s request did notfall within any circumstance prescribed by the Law, his request should not be upheld by the court if he brought a law suit.
【答案解析】
问答题
(c)State whether Qian was entitled to transfer his shares to the listed company.(2 marks)
【正确答案】Qian was entitled to transfer his shares. Zhao agreed with transfer; Lee failed to give a reply within 30 days upon receipt ofthe notice, which should be deemed as a consent to the transfer. Sun intended to exercise his right of priority but offered alower price than that of the listed company. Therefore, Qian has met all the conditions to transfer his shares to the listedcompany.