股份回购研究..docVIP

Shares Buyback under China M A Regulations 中国并购法律制度下的股份回购 Shares buyback refers to a procedure that a company repurchases its issued shares in accordance with certain requirements and process. The main reasons to repurchase shares are to reduce the shareholding percentage of state owned companies, reduce registered capital, improves cash fallow effectiveness, offer shares for employee incentive and adjust shareholding structure. 股份回购通常是指公司按照一定的程序购回发行或流通在外的本公司股份的行为。股份回购的目的是为了达到国有股减持、减资、有效调度资金、实行员工激励以及调整股权结构等。 The Regulation Structure of Shares Buyback 一、股份回购的法律体系 Even though the shares buyback has been regulated under Company Law but the scope of application is restricted significantly that companies may repurchase shares only in the cases enumerated and subject to the conditions and restrictions provided in Article 75 and Article 143 of Company Law. 我国《公司法》虽然对股份回购制度进行了规范，但对具体的适用范围进行了严格的限制，即只有在第七十五条和第一百四十三条规定的情况下才能回购本公司股份。 Share buyback of limited liability companies is governed by Article 75 of Company Law, which permits shareholders of limited liability companies voting against the resolution adopted by shareholders meeting may request the company to purchase their equity at a reasonable price under one of the following circumstances: The company fails to distribute its profits to the shareholders for five consecutive years, when it has been making profits for five years running and meets the conditions for distributing profits as is provided for by this Law; The company is to be merged or divided, or the principal part of its property is to be transferred; or When the period of business stipulated by the companys articles of association expires or other situations originating the dissolution stipulated by the said articles of association arise, a resolution is adopted by the shareholders meeting to revise the articles of association for continued existence of the company. 《公司法》第七十五条对有限责任公司的股权回购进行了规定，即只有在下列情况下，对公司该项决议投反对票的股东可以请求公司按照合