On Conditions And Procedure For Limited By Share Ltd To Increase Or Decrease Registered Capital

To regulate the operation of Limited by Share Ltd to increase or decrease registered capital, according to the company law of the People's Republic of China and relevant regulations, the following requirements and procedures are put forward.

(1) the company should increase or decrease the conditions of its registered capital. (1) the company should increase the share capital with the following conditions: the 1. shares issued by the company have been fully collected and the interval has been more than one year; the 2. companies have been making profits in the first three years and can pay dividends to shareholders; the 3. companies have no false records in the recent three years, and the expected profit rate of 4. companies can reach the interest rate of bank deposits in the same period.

The company allocated the new shares in the current year's profits and was not subject to the second restrictions of the preceding paragraph.

The company may reduce its registered capital by canceling its registered capital and merging with other companies holding shares of the company. (two)

Two, the company increases or decreases the form of registered capital. First, the company increases its registered capital by two forms: sending shares and issuing new shares.

The 1. dividend includes dividend and share capital.

The company sends dividends to the company, leaving the profits of that year in the company and issuing shares as dividends, thereby converting profits into equity.

After sending bonus shares, the assets, liabilities, shareholders' equity and structure of the company did not change, but the total capital stock increased and the net assets per share decreased.

To increase the capital stock: the company will convert the capital reserve into an increase in the company's capital stock and distribute the new shares or increase the face value per share according to the original share ratio of the shareholders.

However, when the statutory provident fund is converted into capital stock, the remaining reserve fund shall not be less than 25% of the registered capital.

The 2. issue of new shares is: on the basis of the original share capital, the company increases the capital stock by issuing new shares according to the fixed price and amount.

The issuing price per share is not less than the net asset price per share in principle.

(two) companies generally use share repurchase shares and write off this form of capital reduction.

　　三、公司增加或減少股本的審理程序 　　(一)公司向市體改辦提出增加或減少注冊(cè)資本的申請(qǐng),并提供以下材料: 　　1.公司股東大會(huì)關(guān)于公司增加或減少注冊(cè)資本的決議; 　　2.公司董事會(huì)關(guān)于增加或減少注冊(cè)資本的方案; 　　3.公司董事會(huì)關(guān)于《公司章程》的修正案(草案); 　　4.經(jīng)具有相關(guān)從業(yè)資格的會(huì)計(jì)師事務(wù)所出具的最近一年的財(cái)務(wù)審計(jì)報(bào)告; 　　5.公司若向新股東增發(fā)新股的,應(yīng)提供新股東的出資證明及法人營(yíng)業(yè)執(zhí)照復(fù)印件(自然人出具有效身份證件),新募集資金的投向說明及預(yù)期效益分析; 　　6.有國(guó)有股權(quán)的,應(yīng)提供國(guó)有資產(chǎn)管理部門對(duì)增加或減少國(guó)有股本的審核意見。

Where a company repurchases other shareholders' equity, it shall provide audit opinions on unilateral repurchase of non state-owned shares by the state asset management department.

The company's approval document for the first time to increase or reduce the registered capital; 7. copies of the legal person's business license of the 8. company.

After the examination of the above materials, the approval document will be issued within ten days after the examination of the above materials. Two.

(three) after receiving the approval documents, the company will go to the registration authority to register the relevant changes according to the regulations.