Where any of the following circumstances applies to a joint stock company, a shareholder who voted against the relevant resolution of the shareholders’ meeting may request that the company purchase its shares at a reasonable price, except in the case of a company that publicly issues shares:

(1) the company has failed to distribute profits to its shareholders for five consecutive years, despite having made profits in each of those five years and satisfying the statutory conditions for profit distribution;

(2) the company transfers its principal assets;

(3) the term of operation specified in the articles of association expires, or another ground for dissolution specified in the articles occurs, but the shareholders’ meeting adopts a resolution amending the articles to continue the company’s existence.

If the shareholder and the company fail to reach a share purchase agreement within 60 days after the resolution of the shareholders’ meeting is adopted, the shareholder may bring an action before a people’s court within 90 days after the resolution is adopted.

Shares purchased by the company under the circumstances described in the first paragraph shall be transferred or cancelled in accordance with law within six months.