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Amendment to the Company Law of the PRC
中国公司法 英文

Article 142 of the Company Law of the PRC is amended as 

"A company may not purchase its own shares except in any of the following circumstances:

(I)          to reduce the registered capital of the company;

(II)         to merge with another company (companies) that hold(s) its shares;

(III)        to use the share for employee stock ownership plans or equity incentives;

(IV)        a shareholder requests the company to purchase the shares held by him since he objects to a resolution of the general meeting on the merger or division of the company;

(V)     to use shares for the conversion of corporate bonds issued by a listed company that can be converted into stocks;

(VI)    to use shares by a listed company to maintain the company's value and shareholders' rights when necessary.

Where a company purchases its own shares for reasons specified in Items (I) to (II) of the preceding paragraph, a resolution of the general meeting shall be adopted. Where a company purchases its own shares for reasons specified in Item (III), Item (V) and Item (VI) of the preceding paragraph, a resolution of the board of directors shall be adopted at the meeting of the board of directors present by more than two-thirds of the directors in accordance with the articles of association or the authorization of the general meeting.

Where a company purchases its own shares in accordance with Paragraph I of this article, shares shall be cancelled within 10 days of the date of purchase if the circumstances fall under Item (I), or transferred or cancelled within six months if the circumstances fall under Item (II) or (IV); or transferred or cancelled within three years if the circumstances fall under Item (III), Item (V) or Item (VI) provided that the total shares held by the company shall not exceed 10% of the total issued shares of the company.

A listed company that acquires shares of the company shall perform its information disclosure obligations in accordance with the provisions of the Securities Law of the People's Republic of China. Where a listed company purchases its own shares for reasons specified in Item (III), Item (V) or Item (VI) of the preceding paragraph, the purchase shall be conducted through open and centralized trading.

A company may not accept its own shares as the subject matter of a pledge."

The original of Article 142 was:

" A company may not purchase its own shares except in any of the following circumstances:

(I)          to reduce the registered capital of the company;

(II)         to merge with another company (companies) that hold(s) its shares;

(III)        to reward the staff and workers of the company with shares; or

(IV)        a shareholder requests the company to purchase the shares held by him since he objects to a resolution of the general meeting on the merger or division of the company.

Where a company purchases its own shares for reasons specified in Items (I) to (III) of the preceding paragraph, a resolution of the general meeting shall be adopted. Shares purchased by the company pursuant to the preceding paragraph shall be cancelled within 10 days of the date of purchase if the circumstances fall under Item (I), or transferred or cancelled within six months if the circumstances fall under Item (II) or (IV).

A company’s own shares purchased by the company pursuant to Item (III) of Paragraph One shall not exceed 5% of the total issued shares of the company. The funds used for the purchase shall be taken from the after-tax profits of the company, and the shares purchased shall be transferred to the staff and workers within one year.

A company may not accept its own shares as the subject matter of a pledge."

For the latest version of the Company Law of the PRC, see Company Law of the PRC (2018 version, effective as of October 26, 2018)

法律之间冲突时的效力原则


正式的法的渊源的效力有时也被称为法律效力等级,或法律效力位阶。宪法(或根本法)属于第一层次,而民法、刑法、行政法、诉讼等基本法律属于第二层次,基本法律之下还可能有第三和第四层次的法律等等。不同位阶的法的渊源之间的冲突原则包括宪法至上原则、法律高于法规原则、法规高于规章原则、行政法规高于地方性法规原则等。


同一位阶的法的渊源之间的冲突原则,主要包括:(1)全国性法律优先原则。(2)特别法优先原则。(3)后法优先或新法优先原则。(4)实体法优先原则。(5)国际法优先原则。(6)省、自治区的人民政府制定的规章的效力高于本行政区域内的较大的市的人民政府制定的规章。


位阶出现交叉时的法的渊源之间的冲突原则,我国《立法法》主要规定:(1)自治条例和单行条例依法对法律、行政法规、地方性法规作变通规定的,在本自治地方适用自治条例和单行条例的规定。(2)经济特区法规根据授权对法律、行政法规、地方性法规作变通规定的,在本经济特区适用经济特区法规的规定。(3)地方性法规、规章之间不一致时,由有关机关依照各自的权限作出裁决。



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