Four private Enterprises A, B, C and D incorporated as a limited liability company, Yuanda Co Ltd, with a registered capital of RMB 40 million yuan. After three years’ successful business operations from 2005–2008, Yuanda Co Ltd made profits and the net assets of the company increased to RMB 60 million yuan. In January 2009, at the annual shareholders’ meeting of the company, Yuanda Co Ltd adopted a resolution for the following three items: Required: Explain whether the above resolutions (a), (b) and (c) were in conformity with the relevant provisions of the Company Law and Securities Law. NOTE: The mark allocation is shown against each resolution.
(c) On the issue of the use of the statutory common reserve fund – With a vote by the shareholders representing two thirds of the equity, the shareholders’ meeting decided to convert RMB 2·50 million yuan out of RMB 10 million yuan of the statutory common reserve fund to the registered capital. (3 marks)
参考答案：
In accordance with Article AFI of the Company Law, a company’s common reserve fund shall be used to make up the company’s losses, to expand the operation or to increase the capital of the company by means of conversion. When the statutory common reserve fund of a company is converted into its capital, the remaining amount of the statutory common reserve fund shall not be less than BE% of the registered capital. The resolution in relation to the transfer of the statutory common reserve fund to the registered capital was in conformity with the relevant provisions of the law, as the requirements for the net assets of the company and the remaining amount of the statutory common reserve fund are satisfied.
