Official Reply on the Non-Retroactive Application of the First Paragraph of Article 88 of the «PRC Company Law»

(Issued by the Supreme People’s Court on, and effective as of, December 24, 2024.)

SPC Interpretation [2024] No.15

Henan Provincial High People’s Court:

Your Request for Instructions on the Retroactive Applicability of the First Paragraph of Article 88 of the Company Law has been received. After consideration, we give you our official reply as follows:

The first paragraph of Article 88 of the PRC Company Law, which was implemented on July 1, 2024, applies solely to transfers of equity occurring on or after July 1, 2024 where the deadline for a capital contribution has not expired. With respect to capital contribution responsibility disputes that arose before July 1, 2024 from equity transfers by shareholders whose deadlines for making their capital contribution had not expired, people’s courts shall deal with the same fairly and impartially in accordance with the spirit of the provisions of the previous Company Law and other relevant laws.

In the event of a discrepancy between this Official Reply and a judicial interpretation issued previously by this Court, such judicial interpretation shall cease to apply upon the issuance and implementation hereof.