Can shareholders make share transfer of listed companies by way of auction themselves?

Author:WANG Sai, QIU Runyi
Date:2024.08.08

In general, there are three ways of transferring shares of listed companies: call auction, block trading and negotiated transfer, each of which has its own features. The procedures of negotiated transfer are relatively more complicated. According to the regulations of China Securities Regulatory Commission (“CSRC”), Shanghai Stock Exchange and Shenzhen Stock Exchange, when a major shareholder or particular shareholder reduces shareholding, the total number of shares reduced by way of call auction within three months shall not exceed 1% of the total number of shares of the company, whilst by way of block trading shall not exceed 2%. On the contrary, “when a major shareholder or particular shareholder reduces shares by way of negotiated transfer, the number of shares transferred to a single transferee shall not be less than 5% of the total number of shares of the company.” Therefore, if a shareholder intends to transfer a small amount of shares, call auction or block trading will be a more suitable way, while negotiated transfer will be more efficient when a major shareholder intends to transfer a large amount of shares.

Significant changes to company structure under new Company Law

Author:KONG Yuwei、LIAN Weiqian
Date:2024.07.18

1 Overview According to the new Company Law (2024), a company can choose its corporate governance model through its articles of association, which can be classified into a "Unitary System" (Single-Tier System) and a "Dual System" (Two-Tier System). The details are as follows: • Dual System (Two-Tier System) Corporate Governance Model: (1) Shareholders' Meeting (2) Board of Directors: Business execution functions (3) Board of Supervisors: Supervisory functions If certain conditions are met, companies with a smaller scale or fewer shareholders can further simplify the corporate organizational structure by amending the articles of association: • No Board of Directors, only one (Executive) Director who exercises the powers of the Board of Directors. This Director can concurrently serve as the manager. • No Board of Supervisors, only one Supervisor who exercises the powers of the Board of Supervisors.

LegalOne Blue Ribbon 2024 (China): Highly recommended 15 for dispute resolution Recognition for Ms. Zhang Zheng, Partner at Shaohe Law Firm

Author:Shaohe Law Firm
Date:2024.07.02

Recently, LegalOne, a highly respected professional legal rating organization, released the “LegalOne Blue Ribbon 2024 (China): Highly recommended 15 for dispute resolution” list, Ms. Zhang Zheng, a partner of Shaohe Law Firm, was named to the list for her outstanding expertise in the field of dispute resolution and her high reputation among clients.