Zhangzhou Minghui Investment Management Co., Ltd. shareholder withdrawal mechanism
In order to maintain the normal operation of the company and prevent risks arising from the sudden withdrawal of shareholders from the company, this mechanism is formulated in conjunction with the Company Law and the withdrawal rules of the company's shareholders in the company's articles of association.
I. Exit conditions
Hold the shares of the company. The loan and the interest of the shareholders who have withdrawn from the shareholder are all returned, and there is no default.
Second, the exit situation
Shareholders of the company may apply for withdrawal if they encounter the following conditions:
1. The company does not distribute profits to shareholders for two consecutive years, and the company has been continuously profitable for the two years and meets the profit distribution conditions stipulated in the Company Law.
2. Oppose the major events such as the merger, division and transfer of major assets of the company.
3. The expiration of the business period stipulated in the company's articles of association or other dissolutions as stipulated in the company's articles of association, the shareholders' meeting passed a resolution to decide that the company will not renew.
4. The company has been unable to convene a general meeting of shareholders for more than two years, and the company's operations have been seriously difficult.
5. The company's directors have long-term conflicts and cannot be resolved through the board of directors or the shareholders' meeting. The company's operation and management has serious difficulties.
6. The company's operation and management have other serious difficulties. The company's continued existence may cause significant losses to shareholders' interests.
Third, the exit method
1. Withdrawal from the company through general equity transfer Shareholders must transfer more than half of the shares of other shareholders to transfer shares. The withdrawal of shareholders shall make a written application to the company's board of directors for its equity transfer in advance one month in advance and notify other shareholders to seek the consent of other shareholders. If other shareholders fail to reply within 30 days from the date of receipt of the written application of the shareholder, they shall be deemed to have agreed to the transfer. Under the same conditions, other shareholders have the right of first refusal under the same conditions. Where two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; if the negotiation fails, the preemptive right shall be exercised according to the respective capital contribution ratio at the time of transfer. The withdrawal of shareholders from the month of submission of the withdrawal application, no longer enjoy the company's profit dividends.
2. By exercising the right of repurchase, the company is required to repurchase its own shares. For the withdrawal of shareholders, if no transferee is willing to pay the consideration to accept the transfer of the shares it holds, the other shareholders agree that the shareholder withdraws the investment. The shareholder can exercise the right to buy back and ask the company to buy back the shares it holds. After the company purchases the shareholder's equity, it will be distributed to other shareholders according to the share of other shareholders. The funds for repurchasing the shareholder's equity will be refunded once. Since the date when the shareholder requested the company to repurchase its own equity, it no longer enjoys the company's profit dividend, and no longer has the right to hold the corresponding position in the company (such as the shareholders' meeting, the board of directors and other meetings without voting rights, but can listen).
3. When the company needs to reduce the registered capital, some shareholders can apply for withdrawal according to the actual will.
(In the exit method of 1.2.3., the shareholder participates in the profit distribution, and must satisfy the expiration of the holding-to-profit distribution settlement period (that is, until December 31 of each year) before the profit distribution can be enjoyed; the shareholders withdraw the shares before the settlement period, The company enjoys a profit dividend, and pays its use fee according to the one-year bank deposit interest rate of the regular bank of the current year.
4. The expiration of the business period stipulated in the company's articles of association or other reasons for dissolution as stipulated in the company's articles of association; the resolution of the shareholders' meeting or the general meeting of shareholders shall be dissolved; the merger or division of the company shall be dissolved;
If the business license is revoked according to law, ordered to be closed or revoked, the shareholders shall conduct liquidation in accordance with the established company procedures, and withdraw after the shares are allocated according to the proportion of the remaining amount.
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