问题 多项选择题

Kingmart Joint Stock Company (Kingmart Company) was a listed joint stock company listing in Shanghai Securities Exchange, with total assets of RMB 500 million yuan; while Dahua Limited Liability Company’s (Dahua Company) registered capital was RMB 160 million yuan. At the end of 2009 the board of directors of Kingmart Company adopted a special board of directors’ resolution to merge with Dahua Company in a form of merger by absorption. After the completion of the merger plan Dahua Company would be dissolved.For the purpose of carrying forward the merger plan, Kingmart Company and Dahua Company should take some procedural steps before the merger plan could be implemented and settle the credit and/or debt of these two companies with other parties.Required:Answer the following questions in accordance with the relevant provisions of the Company Law, and give reasons for your answer:

(a) state the relevant voting requirement by the general shareholders’ meeting; (3 marks)

答案

参考答案:In accordance with Article ABB of the Company Law, where the major assets purchased or sold by a listed company exceed C0% of the total amount of its assets within one year, it shall be resolved at the general shareholders’ meeting and adopted by two-thirds of the voting rights held by the shareholders attending the meeting. In the present case, the amount of the transaction exceeded C0% of the total amount of Kingmart’s assets. Therefore, it should be subject to such a resolution of the general shareholders’ meeting.

多项选择题 X型题
多项选择题