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、公司增加或减少股本的审理程序 　　(一)公司向市体改办提出增加或减少注册资本的申请,并提供以下材料: 　　1.公司股东大会关于公司增加或减少注册资本的决议; 　　2.公司董事会关于增加或减少注册资本的方案; 　　3.公司董事会关于《公司章程》的修正案(草案); 　　4.经具有相关从业资格的会计师事务所出具的最近一年的财务审计报告; 　　5.公司若向新股东增发新股的,应提供新股东的出资证明及法人营业执照复印件(自然人出具有效身份证件),新募集资金的投向说明及预期效益分析; 　　6.有国有股权的,应提供国有资产管理部门对增加或减少国有股本的审核意见。

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.