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3 Zhao, Qian, Sun and Lee were four shareholders of a limited liability company specialising in bio-technology, each holding 25% of the shares of the company.

Several months later Qian intended to transfer his shares to a listed company for profit and sent notices to the other three shareholders asking for their consent. Zhao agreed and also expressed his willingness to buy Qian’s shares if the price was reasonable. Sun disagreed and claimed his right of priority to buy Qian’s shares. However, Zhao and Sun could not reach an agreement as to the proportion of shares to buy. Lee kept silent upon receipt of the notice.

Since Sun offered a price lower than that of the listed company, Qian entered into a contract to sell his shares to the listed company, which caused a dispute among the four shareholders. Under such circumstances, Lee decided to leave the company and requested the company to purchase his shares.

Required:

In accordance with the relevant provisions of the Company Law:

(a) State how Zhao and Sun’s failure to reach an agreement on the proportion of shares to purchase should be dealt with.

(b) State whether Lee’s request for the company to purchase his shares should be upheld if the dispute was brought to court.

(c) State whether Qian was entitled to transfer his shares to the listed company.

答案：

3 (a) According to the Company Law, when a shareholder intends to transfer their shares, under equal conditions the other shareholders shall have priority to purchase. Where two or more shareholders fail to reach an agreement as to the respective proportion of purchase, they shall exercise the priority in proportion to their respective shares. Hence, Zhao and Sun would share the shares from Qian 50% each.

(b) According to Article 75 of the Company Law, any shareholder of a limited liability company may require the company to purchase their shares with a reasonable price if they meet any one of the circumstances as set. Since Lee’s request did not fall within any circumstance prescribed by the Law, his request should not be upheld by the court if he brought a law suit.

(c) Qian was entitled to transfer his shares. Zhao agreed with transfer; Lee failed to give a reply within 30 days upon receipt of the notice, which should be deemed as a consent to the transfer. Sun intended to exercise his right of priority but offered a lower price than that of the listed company. Therefore, Qian has met all the conditions to transfer his shares to the listed company.

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