On January 20th, 1933, the earliest recorded radio drama in China was published in Radio China magazine, with the title "Horrible Memories", which was written by Su Zugui. The drama was produced by Shanghai Radio Asia-America Company, and broadcast in the activities organized by Asia-America Broadcasting Company to raise funds to support the soldiers at the front line of the anti-Japanese war, which played a certain role in inspiring the anti-Japanese enthusiasm and fighting spirit of the broad masses of Shanghai people.　

　　On February 7, 1950, in order to commemorate the "February 27" railway strike, china national radio produced a radio drama "10,000 pieces of plywood", which reflected the railway workers’ efforts to repair railways and support national construction. This was the first radio drama broadcast after the founding of New China. Later, there appeared the radio drama Pan Xiuzhi, which reflected the opposition to arranged marriage and advocated women’s liberation, and the radio drama Zoya-Jin Yuji, Picture Story and Night in Harbin, which were broadcast during the War to Resist US Aggression and Aid Korea.　　

　　From 1949 to 1954, the Radio Troupe of Shanghai People’s Broadcasting Station performed radio dramas such as Thanks to Stalin, Zou Yumei, and Three Thousand Li Jiang Shan.　

　　In 1952, China introduced the tape recording technology from abroad, which made a turning point in the recording mode of radio drama, and the expression form of radio drama had greater insight, gradually matured in art and formed an independent art form.　

　　In 1954, the Central Broadcasting Troupe was established, and recorded radio dramas such as "The Flying Swallow in Wan Li" and "The Blue Tapestry" were recorded and distributed in various radio stations.　

　　After 1955, radio drama was on the rise, and a number of influential plays appeared successively. The more distinctive features are: the radio drama "Riverside at Dawn" recorded by recording the scene on the spot sounds more hierarchical and more real; There is also The Emperor’s New Clothes, which is adapted from Andersen’s fairy tales. The drama uses indoor and outdoor recording techniques, which has a strong three-dimensional sense and high artistic quality. It has a great response after being broadcast on CCTV’s News Network. This is the first time that a radio drama has met the audience on CCTV’s News Network.　

　　From 1960 to 1963, there appeared some radio dramas with strong thoughts and high artistry, such as Hometown, which opposed the discrimination of African-Americans, and the radio dramas Unfinished Tung Skirt, In the Riptide, Du Shiniang, Hongyan, Two Paintings, etc. The radio drama Hongxia in the Valley was also sent abroad to participate in competitions.　

　　On October 1, 1978, China Central Radio produced and broadcast the first original radio drama "Two Springs Reflecting the Moon" after the Cultural Revolution. After the broadcast, the reaction was very strong, and Bayi Film Studio adapted it into a film of the same name. After the Cultural Revolution, the creation of radio dramas, which was interrupted for 10 years, began to show a vibrant and prosperous scene, and a large number of outstanding plays such as Window, Scar, Dead Light on Coral Island, Necklace, and Marshal Peng’s Hometown Trip appeared one after another. The radio dramas Nangong Lingxia created by CCTV, When Clouds Are Cloudy and Why Melons Are So Sweet by Hunan Radio, and Princess Ringing by Jilin Radio were widely praised by the audience. In particular, the radio drama "Li Zicheng Rushing to Shimen Village" adapted from some chapters of Yao Xueyin’s novel "Li Zicheng" was introduced abroad as a cultural exchange project, which is the first time that China’s radio drama has spread to foreign audiences.　

　　In 1980, Beijing Broadcasting Institute began to teach the course of "Literary Editing", in which part of the content was the theory of scriptwriting of radio dramas, and then it was decided to set up a special radio drama class, and radio drama teaching began to enter the university campus. As a professional media college, Beijing Broadcasting Institute has also begun to study the history of radio drama.　

　　On November 15, 1980, the first national radio drama exchange meeting was held in Chengdu, and the meeting passed the establishment of the China Radio Drama Research Association. 93 representatives from 41 units, including the central, provincial, municipal and autonomous regional people’s broadcasting stations, some provincial and municipal people’s broadcasting stations and Beijing Broadcasting Institute (predecessor of China Communication University), attended the meeting. At the meeting, people in the industry discussed the newly produced radio dramas provided by the ceded territory radio station, and decided that China Drama Publishing House would publish the first Selected Radio Plays in China, collecting outstanding plays broadcast on radio stations since the founding of the People’s Republic of China and new works in recent years. Cao Yu, chairman of the Dramatists Association and a famous dramatist, wrote a preface about the artistic characteristics of the Selected Radio Plays. After the establishment of the research association, a series of fruitful national exchanges and awards activities have been carried out. Radio drama has been paid more and more attention by local radio leaders and supported by Chinese Dramatists Association, and a good situation of creative prosperity has emerged.　

　　On New Year’s Day in 1981, Guangdong Radio broadcasted the first stereo radio drama "The Story of Fisherman and Golden Fish" adapted from Pushkin’s fairy tale poems. After that, Heilongjiang Radio, Shanghai Radio, China Central Radio, Sichuan Radio and Wuhan Radio also recorded stereo radio dramas, which made the radio dramas enter a new stage.　

　　In December, 1981, the radio drama exchange meeting held a preliminary evaluation meeting of national excellent radio dramas in Changsha. At the meeting, 51 radio dramas recommended by 49 radio stations were listened to intensively, and 30 outstanding plays were selected after the comments of the representatives of each station.　

　　In 1981, more than 370 radio dramas were produced nationwide.　

　　In 1982, more than 600 radio dramas were produced nationwide.　

　　In 1983, more than 500 radio dramas were produced nationwide.　

　　In April 1983, a special award for children’s radio dramas was set up, and a national children’s radio drama selection conference was held in Beijing. From 83 radio dramas, 22 works were selected, including The Story of Mushroom, A Letter to be Sent, Fat, Little Guy, Big Guy and Tall Girl, Bailey Football Team and Weird Shoemaker.　

　　In July 1983, a national conference on radio drama music was held in Xiamen. At the meeting, representatives of China Central Radio, Shanghai Radio, Heilongjiang Radio, Jilin Radio, Tianjin Radio and Fujian Radio made special speeches on the status and role of music in radio dramas, the collection, classification, sorting, storage and application of music materials.　

　　In 1984, China Radio Drama Research Association decided to hold large-scale radio drama awards nationwide, and successively held the "Dangui Cup" radio drama grand prix, the national children’s radio drama "Golden Monkey Award", the national audio sketch awards, the "Xifeng Cup" national series exhibition and awards, and the "Magnolia Cup" mini radio drama grand prix.　

　　In 1986, CCTV broadcast a series of radio report drama "Ordinary People", which has three outstanding characteristics: first, it absorbs bad news reporting structure; Second, there is no clear space environment; The third is to unify the task of recording and shaping. It is a bold attempt in the history of China radio drama.　

　　In June 1987, China Central Radio and Heilongjiang Radio participated in the 10th "West Berlin Future Award" radio program grand prix, and the stereo radio drama "Subtract Ten Years" based on Zhan Rong’s novel of the same name (directed by Wang Zhifu) selected by China Central Radio won the radio drama grand prize. This is the first time that China has won the highest award in the world awards. It marks that the artistic level of China’s radio drama has entered the advanced ranks of the world level. The judges’ comments on Subtracting Ten Years Old are: "This is a wonderful and lovely satire with novel ideas and originality" and "It makes us see the changes of people in China and China after the opening up".　

　　In 1988, the first national seminar on the creation of radio dramas was held.　

　　In 1990, China Radio Drama officially entered the scope of national awards, and the Ministry of Radio, Film and Television entrusted the China Radio and Television Society to host the awards. So far, awards have been held successively, such as Shu Xiu Cup, Shi Song Cup and Black Dragon Cup, and a number of awards have appeared, such as Red Olive by CCTV, Blacksmith, Shoemaker Feng and Their Women by Heilongjiang Radio, Beyond Life by Shanghai Radio, Old Bachelor and Pretty Widow by Henan Radio and Difficult Worries on Earth by Harbin Radio.　

　　On March 2-9, 1990, the China Radio Drama Research Association held the first national symposium on the theory of stereo radio drama in Wuxi. The conference set up questions about the script creation, directing art and production experience of stereo radio drama brought about by the new technology of stereo compromise.　

　　On August 10th, 1990, Shanghai People’s Broadcasting Station launched a large-scale series of radio drama "Interpol 803", which created a new situation in Shanghai’s radio drama. The drama quickly formed a listening craze in Shanghai, and it is no exaggeration to describe it as a "household name". The radio drama "Interpol 803" was broadcast in a large scale and lasted for a long time, which was the highest in China. Many radio stations in the country played it one after another, which set off an enduring listening fever.　

　　On October 5-14, 1993, at the 30th AFC Conference held in Auckland, New Zealand, the children’s radio drama Tomb in Danger produced by China Central Radio won the AFC Broadcasting Children’s Program Award, which was the first time that China participated in the AFC competition. The high-level radio drama production technology shown in the play was highly appreciated by the judges.　

　　In 1993, China also produced a number of large-scale radio series adapted from classical literature, such as 108 episodes of Romance of the Three Kingdoms produced by Sichuan Radio, Dream of Red Mansions produced by China Central Radio and 67 episodes of Water Margin produced by Heilongjiang Radio.　

　　On February 6th, 1996, Publicity Department of the Communist Party of China issued Document No.1, which included radio drama in the "Five-One Project" of spiritual civilization construction, which greatly promoted the social status and influence of radio drama and the construction of socialist spiritual civilization, and also caused the party and government departments in various provinces and cities to attach great importance to and strongly support radio drama, a unique artistic variety of literary broadcasting.　

　　2005 was a bumper year in the history of China’s radio dramas. According to the statistics of China Radio Drama Research Association, this year, about 2,180 radio dramas (including news reports from all over the country) were produced nationwide, and the production situation showed that the central, provincial, municipal and county media went hand in hand, thus reaching a new peak in history.　

　　On September 13th, 2006, the general offices of the General Office of the Central Committee of the CPC and the State Council issued the Outline of National Cultural Development Plan during the Eleventh Five-Year Plan, which clearly pointed out that it was necessary to "implement cultural quality projects" and "launch a number of films, TV dramas and radio dramas with important influence", and once again included radio dramas in the "Five One Projects" of spiritual civilization (radio dramas were cancelled from participating in the "Five One Projects" in early 2005). The "Outline" established the "name" for the radio drama and improved the "identity".　

　　At the beginning of 2008, the leaders of the State Administration of Radio, Film and Television made the instruction that "radio dramas should learn from TV dramas and take the road of market", which put forward requirements for radio dramas to March into the market.　

　　On October 5th, 2009, the 46th General Assembly of the Asia-Pacific Broadcasting Union was held in Ulaanbaatar, the capital of Mongolia. The radio drama Heart Destiny selected by china national radio won the best radio drama award of the Asia-Pacific Broadcasting Union.　

　　After entering the 21st century, the emergence of the Internet, the prosperity of the media market, and the addition of mass entertainment elements have given radio dramas more room for development.　

　

Link: Cao Yu’s witty remarks

　　The famous playwright Cao Yu said affectionately when talking about radio dramas:　

　　"The life of radio drama lies in its unique personality. The artists of radio dramas left the audience with a vast world, which enabled the audience to participate in the creation. The audience is the creator of the radio drama. Close your eyes and listen, all the characters, the endless changes of life, with magical language and sound, you don’t feel like spreading the wings of imagination and soaring in the mysterious world. "　

　　"I like to enjoy this art alone in a quiet night. It does have a special charm, which can touch people’s emotional depths, make people fly, and make our world turn into a myriad of vivid faces with closed eyes and listening. "　

　　Radio drama is a goddess of charm, like poetry and dreams, which makes people enjoy all the wonderful things in the sound world.

Chapter V Shareholders’ Rights and Equity Transfer System

47. When the equity of a limited liability company is transferred, when can the transferee claim to exercise the shareholders’ rights from the company?

The company has an important legal status in the equity transfer, and the company shall be notified of the equity transfer. The change of the shareholders’ register is a sufficient condition for the transferee to obtain the equity, and it is also an important certificate for the shareholders to claim to exercise their rights to the company. The company shall change the shareholders’ register in time after knowing the fact of the equity transfer. When the company completes the act of changing the register of shareholders, it means that the company has recognized the transferee to join the company as a new shareholder, and the transferee enjoys the corresponding shareholder rights.

Legal tip: Before the equity registration change is completed, the equity enjoyed by the transferee shall not be opposed to a bona fide third party. If the company refuses to change, resulting in the corresponding losses of the transferee, the company shall be liable for compensation, and the company may also pursue the legal liability for violating the fiduciary duty from the responsible directors and senior management.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 86 Where a shareholder transfers his equity, he shall notify the company in writing and request to change the register of shareholders. Where it is necessary to go through the registration of change, and request the company to go through the registration of change with the company registration authority. If the company refuses or fails to reply within a reasonable period of time, the transferor and transferee may bring a lawsuit to the people’s court according to law.

In the case of equity transfer, the transferee may claim the exercise of shareholders’ rights from the time it is recorded in the register of shareholders.

Article 73 After the equity is transferred in accordance with Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. This amendment to the Articles of Association does not need to be voted by the shareholders’ meeting.

48, after the implementation of the new "Company Law", the legitimate rights and interests of subsidiaries have been infringed, but the subsidiaries have not or are slow to safeguard their rights and interests, do the shareholders of the parent company have the right to bring a lawsuit in their own name?

Eligible shareholders may bring a lawsuit on behalf of the company if the board of directors and the board of supervisors fail or refuse to perform their duties; Shareholders of the parent company can also exercise the right to file a lawsuit on behalf of the wholly-owned subsidiary according to their shareholder relationship with the parent company and the shareholding structure of the parent company, and the litigation effect belongs to the subsidiary rather than the parent company. Just like the shareholder’s representative lawsuit, the shareholders of the parent company should perform the pre-procedure and exhaust internal remedies when they file a representative lawsuit, otherwise they have no right to file a representative lawsuit.

Legal Tip: The shareholding requirements of the qualified plaintiff in the shareholder’s dual representative lawsuit depend on the company type of the parent company, that is, when the parent company is a joint stock limited company, it must hold more than 1% of the shares of the parent company for more than 180 consecutive days, and the limited liability company can hold the shares of the parent company. When it becomes a shareholder of the parent company and the shareholding ratio will not affect the plaintiff’s subject qualification. In order to cooperate with the dual representative litigation, the shareholders of the parent company can exercise the right to know about the wholly-owned subsidiaries if they meet the conditions.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 110 Shareholders have the right to consult and copy the company’s articles of association, shareholders’ register, minutes of shareholders’ meetings, resolutions of board meetings, resolutions of board meetings, and financial and accounting reports, and make suggestions or queries on the company’s operation.

Where shareholders who individually or collectively hold more than 3% of the company’s shares for more than 180 consecutive days request to consult the company’s accounting books and vouchers, the provisions of paragraphs 2, 3 and 4 of Article 57 of this Law shall apply. Where the articles of association have lower provisions on the shareholding ratio, such provisions shall prevail.

The provisions of the preceding two paragraphs shall apply to shareholders who request to consult and copy the relevant materials of wholly-owned subsidiaries of the company.

Shareholders of listed companies shall abide by the provisions of the Securities Law of People’s Republic of China (PRC) and other laws and administrative regulations when consulting and copying relevant materials.

Article 97 Shareholders have the right to consult the Articles of Association, the register of shareholders, corporate bond stubs, minutes of shareholders’ general meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports, and make suggestions or queries on the operation of the company.

Article 189 Where a director or senior manager is in any of the circumstances specified in the preceding article, shareholders of a limited liability company or shareholders of a joint stock limited company who individually or collectively hold more than 1% of the company’s shares for more than 180 consecutive days may request the board of supervisors to file a lawsuit in a people’s court in writing; Where the supervisor is in any of the circumstances specified in the preceding article, the aforesaid shareholders may request the board of directors to bring a lawsuit to the people’s court in writing.

If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the interests of the company will be irretrievably damaged if the case is urgent and the lawsuit is not brought immediately, the shareholders specified in the preceding paragraph have the right to bring a lawsuit directly to the people’s court in their own name for the interests of the company.

If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people’s court in accordance with the provisions of the preceding two paragraphs.

Where the directors, supervisors and senior managers of a wholly-owned subsidiary of the company are in any of the circumstances specified in the preceding article, or others infringe upon the legitimate rights and interests of the wholly-owned subsidiary of the company and cause losses, shareholders of a limited liability company or shareholders of a joint stock limited company who individually or collectively hold more than one percent of the company’s shares for more than 180 consecutive days may, in accordance with the provisions of the preceding three paragraphs, request in writing the board of supervisors and the board of directors of the wholly-owned subsidiary to file a lawsuit in a people’s court or directly file a lawsuit in their own name.

Article 151 Where a director or senior manager has any of the circumstances specified in Article 149 of this Law, shareholders of a limited liability company or shareholders of a joint stock limited company who individually or collectively hold more than 1% of the company’s shares for more than 180 consecutive days may request in writing the board of supervisors or supervisors of a limited liability company without a board of supervisors to bring a lawsuit to the people’s court; Where the supervisor is in any of the circumstances specified in Article 149 of this Law, the aforementioned shareholders may request in writing the board of directors or the executive director of a limited liability company without a board of directors to bring a lawsuit to the people’s court.

Where the board of supervisors, supervisors of a limited liability company without a board of supervisors, or the board of directors and executive directors refuse to bring a lawsuit after receiving the written request from the shareholders specified in the preceding paragraph, or fail to bring a lawsuit within 30 days from the date of receiving the request, or the interests of the company will be irretrievably damaged if the case is urgent and the lawsuit is not brought immediately, the shareholders specified in the preceding paragraph have the right to bring a lawsuit directly to the people’s court in their own name for the benefit of the company.

If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people’s court in accordance with the provisions of the preceding two paragraphs.

49. Can the company refuse the request of shareholders to consult accounting books and accounting vouchers?

Shareholders’ right to know involves the balance of interests between the company and shareholders. While protecting shareholders’ rights, we should also take into account the overall interests of the company to prevent shareholders from abusing the right to know and harming the interests of the company. Accounting vouchers include original vouchers and accounting vouchers, which can directly reflect the dynamic economic business of enterprises. By consulting the company’s accounting vouchers, shareholders can more directly understand the company’s operation, which is conducive to reducing the negative impact of information asymmetry on the protection of shareholders’ legitimate rights and interests. Under normal circumstances, accounting vouchers are also the scope for shareholders to exercise their right to know. However, since the company’s accounting books and vouchers belong to the company’s sensitive information, if the company has evidence to prove that the shareholders have improper purposes, which may harm the company’s interests, it may refuse to consult the request and give a written reply to the shareholders within 15 days from the date of the shareholders’ written request and explain the reasons.

Legal tip: shareholders can only exercise their right to know accounting vouchers by "consulting" and have no right to copy them. Shareholders’ access to accounting vouchers should be related to the purpose of their written request, and shareholders have no right to access them beyond the scope of the purpose of access.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 57 Shareholders have the right to consult and copy the Articles of Association, the register of shareholders, minutes of shareholders’ meetings, resolutions of board meetings, resolutions of board meetings and financial accounting reports.

Shareholders may request to consult the company’s accounting books and vouchers. Where a shareholder requests to consult the company’s accounting books and vouchers, he shall submit a written request to the company, explaining the purpose. If the company has reasonable grounds to believe that shareholders have improper purposes in consulting accounting books and accounting vouchers, which may harm the legitimate interests of the company, it may refuse to provide access, and shall give a written reply to shareholders within 15 days from the date of their written request and explain the reasons. If the company refuses to provide inspection, the shareholders may bring a lawsuit to the people’s court.

Shareholders may entrust accounting firms, law firms and other intermediaries to consult the materials specified in the preceding paragraph.

Shareholders and their entrusted accounting firms, law firms and other intermediaries shall abide by the provisions of laws and administrative regulations on the protection of state secrets, business secrets, personal privacy and personal information when consulting and copying relevant materials.

The provisions of the preceding four paragraphs shall apply to shareholders who request to consult and copy the relevant materials of wholly-owned subsidiaries of the company.

Article 33 Shareholders have the right to consult and copy the Articles of Association, minutes of shareholders’ meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports.

Shareholders may request to consult the company’s accounting books. Where a shareholder requests to consult the company’s accounting books, he shall submit a written request to the company, explaining the purpose. If the company has reasonable grounds to believe that the shareholders’ access to the accounting books has improper purposes, which may harm the legitimate interests of the company, it may refuse to provide access, and shall give a written reply to the shareholders within 15 days from the date of the shareholders’ written request and explain the reasons. If the company refuses to provide inspection, the shareholders may request the people’s court to require the company to provide inspection.

Article 110 Shareholders have the right to consult and copy the company’s articles of association, shareholders’ register, minutes of shareholders’ meetings, resolutions of board meetings, resolutions of board meetings, and financial and accounting reports, and make suggestions or queries on the company’s operation.

Where shareholders who individually or collectively hold more than 3% of the company’s shares for more than 180 consecutive days request to consult the company’s accounting books and vouchers, the provisions of paragraphs 2, 3 and 4 of Article 57 of this Law shall apply. Where the articles of association have lower provisions on the shareholding ratio, such provisions shall prevail.

The provisions of the preceding two paragraphs shall apply to shareholders who request to consult and copy the relevant materials of wholly-owned subsidiaries of the company.

Shareholders of listed companies shall abide by the provisions of the Securities Law of People’s Republic of China (PRC) and other laws and administrative regulations when consulting and copying relevant materials.

Article 97 Shareholders have the right to consult the Articles of Association, the register of shareholders, corporate bond stubs, minutes of shareholders’ general meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports, and make suggestions or queries on the operation of the company.

50. Do shareholders need to state their purpose when exercising their right to know?

Shareholders’ right to know is the right for shareholders to obtain company information and understand the company’s situation, the premise for shareholders to participate in the decision-making on major issues of the company, and the basis for shareholders to exercise other rights smoothly. Therefore, when shareholders consult the articles of association, shareholders’ register, minutes of shareholders’ meeting, minutes of board meeting, minutes of board meeting and financial accounting report, it is unnecessary to state the purpose of consulting. Only when consulting accounting books and accounting vouchers, it should be based on legitimate and goodwill purposes and directly related to its status or interests as a shareholder. If the shareholders are not for the above-mentioned purposes, but have a substantial competitive business relationship with the company’s main business because they are self-employed or operate for others, or the company may damage the company’s interests in order to inform others of the relevant information, or the company has evidence to prove that the shareholders have informed others of the relevant information by exercising the right to know, it may be regarded as having an improper purpose, and the company may refuse the inquiry request.

Legal Tip: When exercising the right to know, shareholders should abide by laws and administrative regulations such as keeping state secrets, business secrets, personal privacy, personal information, etc. If shareholders and their assistants violate confidentiality obligations and cause damage to the company’s interests, they should bear relevant tort liability.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 57 Shareholders have the right to consult and copy the Articles of Association, the register of shareholders, minutes of shareholders’ meetings, resolutions of board meetings, resolutions of board meetings and financial accounting reports.

Shareholders may request to consult the company’s accounting books and vouchers. Where a shareholder requests to consult the company’s accounting books and vouchers, he shall submit a written request to the company, stating the purpose. If the company has reasonable grounds to believe that shareholders have improper purposes in consulting accounting books and accounting vouchers, which may damage the legitimate rights and interests of the company, it may refuse to provide access, and shall give a written reply to shareholders within 15 days from the date of their written request and explain the reasons. If the company refuses to provide inspection, the shareholders bring a lawsuit to the people’s court.

Shareholders may entrust accounting firms, law firms and other intermediaries to consult the materials specified in the preceding paragraph.

Shareholders and their entrusted accounting firms, law firms and other intermediaries shall abide by the provisions of laws and administrative regulations on the protection of state secrets, business secrets, personal privacy and personal information when consulting and copying relevant materials.

The provisions of the preceding four paragraphs shall apply to shareholders who request to consult and copy the relevant materials of wholly-owned subsidiaries of the company.

Article 8 of Judicial Interpretation IV of the Company Law If a limited liability company has evidence to prove that its shareholders have any of the following circumstances, the people’s court shall determine that the shareholders have "improper purposes" as stipulated in the second paragraph of Article 33 of the Company Law:

(1) Where a shareholder runs a business that is substantially competitive with the company’s main business on his own account or for others, unless otherwise stipulated in the articles of association or agreed by all shareholders;

(2) Shareholders consult the company’s accounting books in order to inform others about relevant information, which may harm the legitimate interests of the company;

(3) Shareholders have informed others of relevant information by consulting the company’s accounting books within three years before the date of filing a request for consulting with the company, which has harmed the legitimate interests of the company;

(4) Other circumstances in which shareholders have improper purposes.

51. After the shareholders of a limited liability company transfer their shares to the outside world and other shareholders claim to exercise the preemptive right, can the transferring shareholders give up the transfer?

Shareholders’ property ownership is protected by law, and shareholders enjoy the right to dispose of their own property freely according to law. Before the transferring shareholder has not signed an agreement with the transferee, the transferring shareholder’s disposition of property ownership is not restricted. When it is not satisfied that it can transfer its equity to a specific transaction object selected by it, it has the right to give up the equity transfer and not sign an equity transfer contract with the intended transferee.

Legal tip: Protecting other shareholders’ preemptive right is the condition of equity transfer, but it doesn’t mean that shareholders have no right to refuse other shareholders to exercise their preemptive right. As long as shareholders give up the external transfer of equity, they can continue to hold equity.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 84 Shareholders of a limited liability company may transfer all or part of their shares to each other.

Where a shareholder transfers his equity to a person other than a shareholder, he shall notify other shareholders in writing of the quantity, price, payment method and time limit of his equity transfer, and other shareholders shall have the preemptive right under the same conditions. If the shareholder fails to reply within 30 days from the date of receiving the written notice, it shall be deemed as giving up the preemptive right. Where two or more shareholders exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.

Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.

Article 20 of Judicial Interpretation 4 of the Company Law, if the transferring shareholder of a limited liability company refuses to transfer the equity after other shareholders claim the preemptive right, the people’s court will not support the claim of the preemptive right of other shareholders, unless otherwise stipulated in the articles of association or agreed by all shareholders. If other shareholders claim that it is reasonable to transfer shareholders to compensate their losses, the people’s court shall support them.

52. How can the transferee seek relief if it is found that the capital contribution corresponding to the equity has escaped or is untrue after the equity is transferred?

After the capital contribution is withdrawn or the equity transfer with false capital contribution is made, the transferor and the transferee shall be jointly and severally liable within the scope of insufficient capital contribution, but if the transferee has evidence to prove that he did not know and should not have known of the above situation, the transferor shall be liable. If the transferee discovers it in time, he may exercise the right to terminate the contract or cancel it, etc. After assuming the responsibility for not finding it in time, you can recover from the transferor and ask him to bear the liability for breach of contract.

Legal tip: The transferee shall fulfill the corresponding due diligence obligation and carefully verify the capital contribution of the equity to be transferred. At the same time, it may stipulate in the contract the liability for withdrawing capital contribution or making false capital contribution and the transferor’s liability for breach of contract.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 88 Where a shareholder transfers the equity that has subscribed for capital contribution but has not yet reached the deadline for capital contribution, the transferee shall bear the obligation to pay the capital contribution; If the transferee fails to pay the capital contribution in full and on time, the transferor shall bear supplementary responsibilities for the capital contribution that the transferee fails to pay on time.

If a shareholder fails to pay the capital contribution according to the date stipulated in the Articles of Association or the actual price of the non-monetary property as capital contribution is significantly lower than the subscribed capital contribution, the transferor and transferee shall bear joint liability within the scope of insufficient capital contribution; If the transferee does not know and should not know of the above situation, the transferor shall bear the responsibility. Article 18, paragraph 1, of Interpretation III of the Company Law, the shareholders of a limited liability company transfer their shares without fulfilling or fully fulfilling their capital contribution obligations, and the transferee knows or should know that if the company requests the shareholders to fulfill their capital contribution obligations and the transferee is jointly and severally liable for this, the people’s court shall support it; If the creditors of the company bring a lawsuit to the shareholder in accordance with the second paragraph of Article 13 of these Provisions, and at the same time request the transferee to bear joint and several liability for this, the people’s court shall support it.

53. The company has not made a resolution of shareholders’ meeting on profit distribution. Can shareholders sue for profit distribution?

Profit distribution right is an important right of shareholders, but whether and how much the company distributes profits is a matter of independent decision-making in principle, based on the business judgment made by the company. According to the company’s capital situation and future development plan, the company can make a decision to distribute profits, or not to distribute profits according to business needs. When the shareholders’ meeting fails to make a resolution on the distribution of profits, the people’s court generally does not support the shareholders’ lawsuit requesting the distribution of profits.

Legal Tip: Although the shareholders have no right to ask the company to distribute profits when the shareholders’ meeting of the company fails to make a resolution, unless the shareholders provide evidence to prove that the company does not distribute profits due to the abuse of shareholders’ rights in violation of the law, it will cause losses to other shareholders. The purpose of shareholders’ investment is to obtain investment income. If the company does not distribute profits to shareholders of the company for five consecutive years in line with the profit distribution, shareholders have the right to request the company to buy back their shares.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 210 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company’s statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.

If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory reserve fund from the after-tax profit, it can also withdraw any reserve fund from the after-tax profit after the resolution of the shareholders’ meeting.

The after-tax profits of the company after making up the losses and withdrawing the common reserve fund shall be distributed by the limited liability company according to the proportion of the capital contribution actually paid by the shareholders, unless all the shareholders agree not to distribute the profits according to the proportion of the capital contribution; A joint stock limited company distributes profits according to the proportion of shares held by shareholders, unless otherwise stipulated in the articles of association.

The company’s shares held by the company shall not be distributed with profits.

Article 166 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company’s statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.

If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw any reserve fund from the after-tax profits upon the resolution of the shareholders’ meeting or shareholders’ meeting.

The after-tax profits of the company after making up the losses and withdrawing the provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 34 of this Law; A joint stock limited company shall distribute shares according to the proportion of shares held by shareholders, unless the articles of association of a joint stock limited company stipulate that the shares shall not be distributed according to the proportion of shares held.

If the shareholders’ meeting, shareholders’ general meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.

The company’s shares held by the company shall not be distributed with profits.

54. After the implementation of the new Company Law, how can a joint stock limited company issue classified shares?

According to the company’s articles of association, a joint stock limited company may issue the following types of shares: shares with priority or inferior distribution of profits or residual property; Shares with more or less voting rights per share than ordinary shares; The transfer of restricted shares shall be subject to the consent of the company; Other types of units specified by the State Council. A company that publicly issues shares, except those that have been issued before the public offering, can only issue preferred shares or inferior shares in principle; In the election and replacement of supervisors or members of the audit committee, preferred shares or inferior shares enjoy the same voting rights as ordinary shares.

Legal tip: shareholders of classified shares are usually in a weak position in corporate governance, so companies that issue classified shares should specify measures to protect the rights and interests of minority shareholders in their articles of association, so as to prevent the issuance of classified shares from violating the concept of substantive equality of shareholders. The supervisor and the audit committee are supervision individuals of the company. Shareholders of preferred shares (inferior shares) and voting shares are required to keep the same number of voting rights as those of ordinary shareholders when the above members are elected and replaced, which can prevent them from improperly interfering with the exercise of the company’s supervision right by virtue of the selection of supervisors and damaging the legitimate rights of ordinary shareholders.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 144 A company may, in accordance with the provisions of its articles of association, issue the following types of shares with rights different from those of ordinary shares:

(a) the priority or inferior distribution of profits or shares of surplus property;

(2) Shares with more or less voting rights per share than ordinary shares;

(3) The transfer of shares subject to restrictions such as the consent of the company;

(4) Other types of units specified by the State Council.

A company that publicly issues shares may not issue shares of the categories specified in Items 2 and 3 of the preceding paragraph; Except those that have been issued before the public offering.

Where the company issues the classified shares specified in Item 2 of Paragraph 1 of this Article, the number of voting rights of the classified shares is the same as that of the common shares for the election and replacement of the supervisors or members of the audit committee.

Article 145 A company that issues class shares shall specify the following items in its articles of association:

(1) The order in which the class shares distribute profits or surplus property;

(2) The number of voting rights of class shares;

(3) restrictions on the transfer of class shares;

(4) Measures to protect the rights and interests of minority shareholders;

(5) Other matters that the shareholders’ meeting deems necessary.

Article 131 the State Council may make separate regulations on the issuance of shares of companies other than those specified in this Law.

55. Is the stock holding behavior of listed companies prohibited?

As a public company, the ownership structure and actual control of listed companies must be open and transparent to ensure that investors can understand the company’s operating conditions and risks. Individuals or institutions should strictly abide by the provisions of laws and administrative regulations, such as the nominal holding system in Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, and the settlement institution recorded in the register of shareholders of listed companies is the nominal holder. This kind of apparent holding is a legal institutional arrangement and should not be denied. However, if the consignment behavior affects the truthfulness, accuracy and completeness of the information disclosure of listed companies, causing investors to misjudge the listed companies and related situations, or even hiding criminal acts such as corruption and bribery, it is prohibited.

Legal Tip: Most of the regulations on the stock consignment behavior of listed companies focus on the rules and regulations of the CSRC. The core criterion is whether the consignment behavior seriously damages the financial security of the country or the management order in a specific field. If the departmental rules and regulations reflect the principled value orientation of financial management and financial security, violating the relevant regulations may lead to the behavior being invalid because it violates the principle of good faith or the principle of public order and good customs.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 140th A listed company shall disclose the information of shareholders and actual controllers according to law, and the relevant information shall be true, accurate and complete.

It is forbidden to hold shares of listed companies in violation of laws and administrative regulations.

The information disclosed by the information disclosure obligor in the second paragraph of Article 78 of the Securities Law shall be true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.

56. Can a subsidiary of a listed company acquire the shares of the listed company?

A holding subsidiary of a listed company shall not directly or indirectly purchase or hold shares of the listed company. If it holds shares of the listed company due to company merger, pledge exercise and other reasons, it shall not only exercise the right to vote, but also dispose of the shares of the listed company in a timely manner. Cross-shareholding between listed companies and their holding subsidiaries is prohibited, so as to ensure that the relationship between them is transparent, fair and independent, prevent potential conflicts of interest and improper control, and safeguard the stability and fairness of the capital market.

Legal Tip: The holding subsidiary of a listed company should dispose of its shares in a timely manner. If the holding subsidiary of a listed company does hold shares for special reasons according to the Listing Rules of Shenzhen Stock Exchange, the situation should be eliminated within one year.

Comparison between old and new laws:

The new company law, the original company law and related regulations

Article 141 A holding subsidiary of a listed company shall not acquire shares of the listed company.

Where a holding subsidiary of a listed company holds shares of the listed company due to company merger, pledge exercise and other reasons, it shall not exercise the voting rights corresponding to the shares held, and shall dispose of the shares of the listed company in a timely manner.

To be continued.

Original title: "Article 66 Questions and Answers on the Implementation Points of the New Company Law" Part V: Shareholders’ Rights and Equity Transfer System "

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　　The strong vitality and leading power of the supreme leader’s economic thought are embodied in responding to the changes of the times, leading the times, standing at the forefront of the times, constantly answering new questions raised by the development of the times, and constantly developing to adapt to the changes of the times.

　　The supreme leader’s economic thought clearly points out the new methods and paths of economic and social development from "how to see" to "how to do", which has injected strong confidence and motivation for successfully coping with various risks and challenges.

　　Not long ago, the semi-annual report on China’s economy was released. In the first half of this year, GDP increased by 2.5% year-on-year, and the economy achieved positive growth in the second quarter. Since the beginning of this year, the century-long changes have intertwined with the century-long epidemic. The "triple pressure" faced by China’s economy has become more prominent, and the impact of unexpected factors has suddenly increased. At the critical moment of development, the General Secretary of the Supreme Leader held the flag and steered the ship, and the whole country made concerted efforts to overcome difficulties, which stabilized the basic disk of economic and social development to the greatest extent and handed over hard-won answers.

　　Great times give birth to great ideas, and great ideas lead great practice. General Secretary of the Supreme Leader emphasized at the seminar on "Learning the spirit of the important speech of the General Secretary of the Supreme Leader and Meeting the 20th Party Congress" that "having the guidance of Marxist scientific theory is our party’s distinctive political character and strong political advantage." Practice tells us that why the Communist Party of China (CPC) can and why Socialism with Chinese characteristics is good is, in the final analysis, a Marxist line. Standing at the forefront of the times, the supreme leader’s economic thoughts have insight into the times, grasped the pulse of the times, and based on the historical orientation of Socialism with Chinese characteristics entering a new era, put forward the idea of coordinating the overall situation of the great rejuvenation strategy of the Chinese nation and the great changes that have never happened in the world in a century, emphasized the need to accurately recognize changes, respond scientifically, take the initiative to seek changes, and adhere to the correct strategic strategy, which established strategic coordinates and provided strategic guidance for economic work in the new era. The strong vitality and leading power of the supreme leader’s economic thought are embodied in responding to the changes of the times, leading the times, setting the tide of the times, constantly answering new questions raised by the development of the times, and constantly developing to adapt to the changes of the times.

　　He who observes the situation is wise, and he who controls the situation wins. To do a good job in economic work, we must deeply understand the staged changes in economic development. Since the 18th National Congress of the Communist Party of China, we have made great judgments such as "China’s economic development has entered a new normal", "China’s development is still in an important period of strategic opportunities", and profoundly grasped the world development trend such as "economic globalization has encountered a countercurrent", "the world has undergone a great change in a hundred years to accelerate its evolution" and "development is the eternal theme of human society". The CPC Central Committee with the Supreme Leader as the core stands at the height of coordinating the overall situation of the great rejuvenation strategy of the Chinese nation and the unprecedented changes in the world in the past century, coordinating the two major domestic and international situations and developing security, having a clearer understanding of the overall situation of domestic and international development, having a more accurate grasp of the new historical position of China’s development, and laying a solid foundation for making preparations and making decisions. Practice has fully proved that only by listening to the voice of the times, responding to the call of the times and seriously studying and solving major and urgent problems can we truly grasp the historical context, find the law of development and promote theoretical innovation.

　　The wise change with time, and the wise make it with things. According to the changes of China’s development stage, environment and conditions, it is emphasized that "a new development pattern with domestic large circulation as the main body and domestic and international double circulation promoting each other" will be gradually formed; In the face of the "stuck neck" problem in many fields, it is pointed out that "we must adhere to the problem orientation, give full play to the advantages of the new national system, work hard and catch up, and accelerate the realization of scientific and technological self-reliance"; In the face of "how to overcome the epidemic? How to build a post-epidemic world? " The question of this era advocates that all countries in the world "insist on tearing down the wall instead of building it, opening up without isolation, integrating without decoupling, and promoting the construction of an open world economy" … … In response to the needs of the times and scientific response to changes, the Supreme Leader’s economic thoughts clearly pointed out the new methods and new paths of economic and social development from "how to look" to "how to do", which injected strong confidence and motivation for successfully coping with various risk challenges and promoting China’s economic ship to break the waves and achieve stability.

　　When you take advantage of the situation, you can’t lose it. In adapting to the new situation, solving new problems and coping with new challenges, the supreme leader’s economic thought has formed a series of theoretical achievements with distinctive times and creativity. From creatively putting forward a major theoretical viewpoint of strengthening the Party’s overall leadership over economic work, to creatively putting forward a new development concept of innovation, coordination, green, openness and sharing, and then creatively putting forward an important idea of promoting and perfecting the socialist market economic system, the supreme leader’s economic thought insists on observing, grasping and leading the times with Marxism, and insists on shooting the "right" of China’s economic development in the new era with the "arrow" of Marxist political economy, which profoundly answers many major theories and theories.

　　The better you know, the better you will do. Standing at a new historical starting point, thoroughly studying and implementing the economic thought of the Supreme Leader, with the wisdom of understanding change, the way to adapt to changes, the courage to seek change, and the hard work and courage to move forward, we will certainly be able to solidly promote stable, healthy and sustainable economic development and make new and greater contributions to building a socialist modern country in an all-round way and realizing the Chinese dream of the great rejuvenation of the Chinese nation.

　　People’s Daily (August 2, 2022, 05 edition)